BYLAWS
OF THE ILLINOIS SECTION
OF THE
AMERICAN WATER WORKS
ASSOCIATION
(As approved by the AWWA Board of Directors June, 2001)
ARTICLE
I
NAME
This organization shall be known as the Illinois Section of the
American Water Works Association.
ARTICLE
II
DEFINITIONS
The word "Section" when used hereafter shall refer to this
organization. The word "Association" shall refer to the American
Water Works Association. The
word "Board" shall refer to the Executive Board composed of
the officers and Trustees of the Section.
The word "Council" shall refer to the Section Water
Utility Council.
ARTICLE
III
OBJECTIVE
The objective of the Section shall be the advancement and
dissemination of knowledge concerning the practices in the design,
construction, operation, and management of water works, the promotion
of public health, safety, welfare, and the improvement of all matters
relating thereto.
ARTICLE
IV
MEMBERSHIP
PART 1.
The membership of the Section shall consist of all members of the
Association in good standing residing in or having principal business
activity in the Illinois Section and those assigned to the Illinois
Section by the Executive Director of the Association.
PART 2.
The geographic boundaries of the Illinois Section are defined as the
State of Illinois.
ARTICLE
V
HEADQUARTERS AND OPERATIONS
PART 1.
The headquarters of the Section shall be at the office of the
Executive Manager, except when some other location may be specifically
designated by the Board.
PART 2.
All matters pertaining to the operation of the section shall be in
accordance with the Articles of Incorporation, Bylaws, and Governing
Documents of the Association and with these bylaws.
ARTICLE
VI
DISTRICTS
PART 1.
The Section shall be subdivided into geographic districts, which have
boundaries as determined from time to time by the Board and shall be
numbered by them. The map
showing the boundaries of the districts shall be included In
the Illinois Section Standard Practice Manual.
PART
2.
The Board may formulate a guide for the formation, operation and
guidance of the districts and their Trustees.
This guide shall be used as bylaws for organized districts.
It shall encompass the form of district governments, district
meetings, and liaison between the districts and the Board.
It may also provide for ways of financing district activities
and meetings and for reporting of district affairs to the Board and to
the Section.
PART 3.
The Board may, by majority vote, determine the number of Trustees
representing each district.
ARTICLE
VII
OFFICERS AND EXECUTIVE BOARD
PART 1.
The governing body of the Section shall be the Executive Board.
The Executive Board shall govern the Section in such manner as
to be consistent with the Articles of Incorporation, Bylaws, and
Governing Documents of the Association.
PART 2.
The voting members of the Board shall consist of the Section officers,
together with the Trustees, who represent the Section districts as
described in Article VI, Part 3.
In addition, any member of the Section serving as an officer of
the Association shall be a voting member of the Board.
Any member of the Section except a multi Section member shall be eligible
to hold office in the Section.
PART 3.
The officers shall consist of the Chair, Chair-Elect, Vice-Chair,
Section Director, Secretary-Treasurer, the Executive Manager, and the
most recent available Past-Chair of the Section, each of whom must be
a member in good standing of the Section.
The Executive Manager shall be ex-officio--a non-voting member
of the Board.
PART 4.
The terms of office for the Chair, Chair-Elect, Vice-Chair, and
Secretary-Treasurer shall be for approximately one year or until a
successor is chosen. The
term of office of the Director shall be as provided for in the Bylaws
of the Association. The term of office of the Trustees shall be for two years.
The term of office for the Executive Manager shall be as
specified by contract, which shall include the starting date of the
term. The person holding
this office shall serve at the pleasure of the Board unless otherwise
stated in the contract. Terms of office for all members of the Board,
except the Executive Manager, shall start at the close of the last
session of the Section annual meeting at which they were elected, and
shall terminate at the close of the last session of the Section annual
meeting at the expiration of their terms.
PART 5.
The Secretary-Treasurer and Executive Manager shall not be limited in
the number of terms that may be served in that office.
Trustees may serve a total of two terms in that office.
The limit on the terms of office a Director may serve shall be
as provided for in the Bylaws of the Association.
All other officers shall serve for one term in any specific
office. Any officer may
be elected to a different office for which that person is eligible,
and then be subject to the term limitations of that office.
A person appointed to fill an office which has become vacant
between elections shall not have that partial term count in
determining eligibility for reelection to future terms.
An appointed partial term alone shall not grant eligibility for
another office for which the appointed office is a prerequisite.
ARTICLE
VIII
NOMINATIONS AND
ELECTIONS
PART 1.
At least six months prior to the annual meeting of the Section, the
Section Chair shall appoint, with the consent of the Board, a
Nominating Committee consisting of three Past-Chairs of the Section
and two members of the Section who are not members of the Board, none
of whom are to be considered as potential candidates.
The Section Chair shall designate the Chair of the Committee.
At least 60 days before the annual meeting, the Committee shall
report to the Section Chair and the Secretary-Treasurer the name of at
least one candidate for each office which will be open at the end of
the next succeeding annual meeting.
PART 2.
The nominee for Chair shall be the current Chair-Elect.
The nominee for Chair-Elect shall be the current Vice-Chair. If for any reason the current Chair-Elect is unwilling or
unable to serve, the Board shall specify to the Nominating Committee
the requirements which the nominee must meet.
Nominees for Vice-Chair must be serving or have served an
elected term as Trustee, Secretary, Treasurer, or Secretary-Treasurer
of the Section, or served as
Chair of the Water Utility Council for at least two years.
Nominees for Director must be serving or have served as Chair
of the Section. In the
event that no Past-Chairs are available, the Committee must then
select a person who is serving, or has served on the Section Board.
PART 3.
The Board shall determine by majority vote the detailed balloting
procedure, which must comply with
the Bylaws and Governing Documents of the Association and have the
following elements:
a. There
shall be a secret ballot.
b. All
members in good standing (except multi-section members) shall have the
opportunity to vote.
c. Balloting
shall end at least seven days (as determined by the postmark) before
the opening of the annual Section meeting.
d. There
shall be adequate time from the time of receipt of ballots by the
members until balloting is ended.
e. Each
ballot shall clearly state the nominees for each office and the office
for which they are candidates, with space to write in another name for
each office except Chair.
f. Election
shall be by a plurality of all votes cast for each office.
In cases of a tie the Board members shall be polled to select
which of the tied candidates shall be chosen.
A majority of the Board shall be required for election.
g. District
Trustees shall be elected by members (except multi-section members) of
the respective districts. The
location of employment, or for retired members, location of residency,
shall be used to establish district membership/assignment.
Any voting procedure determined by the Board shall remain in effect
until changed by the Board. The effective date of any change shall be
at least one month before the nomination of candidates for the next
regular election.
PART 4.
If the vacancy in an office occurs between annual meetings, the Chair
shall appoint a member of the Section to fill such vacancy for the
unexpired term of the office. The
appointment shall be subject to confirmation by a majority vote of the
Board.
If a vacancy in the office of Director occurs during a term, the Chair
shall nominate one or two persons for election by a majority vote of
the Board. Prerequisites
as indicated in Part 2, this article, apply.
ARTICLE
IX
DUTIES OF BOARD
The Board shall formulate a guide for Section officers and Trustees,
to be known as the Illinois Section Standard Practice Manual,
detailing their duties and responsibilities, and containing a copy of
the Section bylaws and any other information about the Section which
the Board believes should be included.
Any standard practice adopted by the Board shall remain in
effect until changed by the Board. Each officer and Trustee, upon entering into an office, shall
receive a copy of all, or pertinent sections, of the Standard
Practices Manual.
ARTICLE
X
COMMITTEES
PART 1.
The Section shall have committees as needed to conduct the Association
and Section programs and business.
The Section shall
govern such committees, as well as have the power to dissolve them
when deemed necessary.
PART 2.
All committees shall act in accordance with policies and procedures in
the Illinois Section Standard Practices Manual.
PART
3.
At the first meeting of the Board at the close of each annual meeting
the Chair shall, with the consent of the Board, adopt a list of
committees for that year. The
Chair may, from time to time, appoint such additional standing and ad
hoc committees which are required to properly conduct the business of
the Section.
PART 4.
It shall be the duty of the Section Chair with the consent of the
Board, to charge each committee with a specific task consistent with
goals and objectives expressed in the Section Strategic Plan.
ARTICLE
XI
MEETINGS OF THE SECTION
PART 1.
The dates and place of each annual meeting of the Section shall be
fixed by the Board. The
annual meeting shall include a business meeting to conduct such
business of the Section as may be necessary and technical sessions for
the presentation and discussion of water supply industry topics and
issues. All business
meetings shall be conducted according to the most recent edition of Roberts= Rules of Order.
PART 2.
Special meetings of the Section may be called by the Board.
PART 3.
The notice of any annual or special meeting of the Section shall be
mailed to each member of the Section at least 30 days prior to the
meeting and shall state the business to be considered.
The Executive Manager shall certify to such mailing.
PART 4.
A quorum for the transaction of business at any annual or special
meeting of the Section shall be 50 members in good standing.
ARTICLE
XII
MEETINGS OF THE BOARD
PART 1.
A meeting of the Board shall be held immediately after the adjournment
of the annual meeting of the Section.
PART 2.
The Board shall hold at least one additional meeting prior to the next
annual meeting of the Section. It may hold additional meetings as
called by the Section Chair. At
the request of two members of the Board, additional meetings shall be
called by the Secretary-Treasurer at a reasonably convenient time and
location.
PART 3.
Action on any matter may be taken by the Board by mail ballot
providing that all voting members of the Board are polled and that a
majority of the Board shall indicate acceptance or rejection of the
question. A poll of the
voting Board members by electronic
means may be substituted for a letter ballot when time is of
the essence.
PART 4.
A quorum at any meeting of the Board shall be a majority of the voting
Board members. Decisions
by the Board shall be by a majority vote of those present.
ARTICLE
XIII
SECTION
FINANCES
PART 1.
Dues: Dues shall be assessed against members as required for
membership in AWWA. The
section may, in accordance with the procedures defined in the
Governing Documents and established guidelines of AWWA, apply for
permission to levy a special dues assessment.
The special assessment would be levied annually at the time of
membership renewal, and the revenue collected would be used to
increase the funds available for section uses consistent with AWWA
objectives and policies.
PART 2.
Fees: The section reserves the right to collect fees for section
activities and events, as appropriate (e.g., registration fees for
annual meetings, teleconferences, and other educational programs).
Such fees will be established in accordance with these bylaws,
the policies and procedures of the section, and the Governing
Documents and Bylaws of the Association.
PART 3.
Financial Controls: All section finances shall be managed in
accordance with these bylaws, the section=s policies and procedures, the Bylaws and
Governing Documents of the Association, and all applicable state and
federal financial rules and regulations.
The section shall conduct an independent audit of all section
finances at least every third year.
The audit shall be conducted by a Certified Public Accountant
who is neither an employee of the section or member of the governing
body of the section.
ARTICLE XIV
AMENDMENTS
PART 1.
Amendments to these bylaws may be proposed by the Board or by any
member of the Section in good standing.
The amendments shall be submitted in writing to the Board,
which shall determine if the amendments proposed are lawful and in
accordance with the Bylaws, Governing Documents, and policies of the
Association. After
approval of proposed amendments by the Board, the amendments shall be
submitted to the members of the Section in writing together with the
notice of the annual meeting or the special meeting called for the
purpose of considering such amendments or with the mail ballot as
directed by the Board. If
the amendments are considered by the Section in an annual meeting or
in a special meeting, approval shall be upon the affirmative vote of
two-thirds of the members in good standing attending.
If the amendments are considered by mail ballot, approval shall
be upon the affirmative vote of two-thirds of the members in good
standing voting on the proposal.
PART 2.
The proposed amendments approved as provided in Part 1 shall become
effective upon approval of the Board of Directors of the Association as
provided in the Bylaws and Governing Documents of the Association.
ARTICLE
XV
DISSOLUTION
PART 1.
In case of dissolution of the Section, such portions of the funds or
property thereof in the hands of the Executive Manager and the
Secretary-Treasurer as may have been derived from the general funds of
the Association shall be returned to the Association.
PART 2.
The balance of the Section funds or property shall be disposed of by
transfer and distribution to any one or more corporations, funds, or
foundations with like purposes
or goals that is organized and operated in an area included in an
AWWA Section, hereinafter referred to as the "receiving
organization." The
receiving organization shall: be one operated exclusively for scientific
or educational purposes, no part of the net earnings of which inures to
the benefit of any private shareholders or individual, no substantial
part of the activities of which is carrying on propaganda or otherwise
attempting to influence legislation, and which does not participate in,
or intervene in (including the publishing or distribution of statements)
any political campaign on behalf of any candidate for public office.
The receiving organization would then qualify under the provisions of
Section 501(c)(3) of the Internal Revenue Code, as they now exist or as
they may hereafter be amended. Such
receiving organization is to be selected by vote of the majority of the
members of the Section at a meeting called for the purpose, or if for
any reason such disposition cannot be affected, then such funds shall be
so distributed pursuant to the order, judgment, or decree of a court
having jurisdiction over the assets and property of the Section.
ARTICLE
XVI
INDEMNIFICATION
Indemnification is provided by the Association as described in the
Association Bylaws, Article VI, Section 6.01.
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