AWWA Governing Documents - Article XII

Article XII-Board of Directors

Section 12.1 Board of Directors

12.1.1 Members

The Board of Directors shall consist of the President, the President-Elect, the Immediate Past-President, the Treasurer, the chair of each council, the chair of the Water Research Foundation Board of Trustees, one or more Directors to be selected by each section as provided in Bylaws Section 3.03, three Directors-at-Large, one Service Provider Director-at-Large to be elected as provided in Bylaws Section 3.03, and such other non-voting members as the Board shall direct. The terms of members of the Board of Directors are provided in Section 3.02 of the Bylaws.

12.1.2 Responsibility to be informed

(1) Each Director is expected to become thoroughly familiar with the Articles of Incorporation, Bylaws, Governing Documents, and statements of policy of the Association.

(2) A copy of each of the above items shall be furnished by the Executive Director to each newly elected Director as soon as his/her election is official.

(3) Because all meetings of the Board of Directors are conducted generally in accordance with the latest revised edition of Robert's Rules of Order Newly Revised, each Director is expected to familiarize himself/herself with these rules so that he/she may act accordingly.

12.1.3 Orientation of new Directors

(1) On the Saturday afternoon preceding the Sunday Board meeting at the annual conference, the staff will hold a general orientation meeting exclusively for incoming Directors. A more in-depth orientation will be held at AWWA headquarters within two months following the annual conference. All incoming Directors are expected to attend.

(2) All newly elected Directors are invited to attend, as observers, the Sunday Board meeting during the annual conference at which they will become members of the Board.

12.1.4 Travel Expenses for Winter Board Meeting

The Association shall pay for the expenses of the Director, or his/her alternate, for travel to the winter Board meeting in accordance with the Volunteer Travel Policy.

Section 12.2 Guidelines for Conduct of Board Meetings

12.2.1 Robert's Rules of Order

Meetings shall be conducted generally in accordance with the latest edition of Robert's Rules of Order Newly Revised.

12.2.2 Order of business

The agenda shall include, but not be limited to, the following items:

Call to order and roll call

Approval of minutes

Election of officers (winter Board meeting only)

A Consent Agenda

Reports of President, Treasurer, Executive Director, councils, Research Foundation,

Committees and sections, as appropriate.

Presentation and adoption of budget (winter Board meeting only)

Action items

Other business

Future meetings

Adjournment

12.2.3 Report presentation

Verbal and written reports presented at Board meetings are to be brief but informative. They should summarize activities since the last Board meeting, highlighting items of major importance. Planned future activities should also be noted.

12.2.4 Action items

Action items always involve approval, disapproval, or a return to the originating body with specific instructions for additional review. Routine items of business presented for action may be included on a Consent Agenda.

12.2.5 Advance submission of material

(1) Directors desiring to submit subjects for discussion under new business should submit the matter to the Executive Director 60 days before the meeting, when possible.

(2) Approximately 30 days prior to each Board meeting, Directors' notebooks containing a meeting agenda and available supporting material shall be mailed by the Executive Director to each Director. Any additional reports or information pertinent to the Board's deliberations and actions will be included in a second mailing, or be distributed immediately prior to the Call to Order.

12.3 Nomination of Officers

12.3.1 Nomination of President-Elect

Nominations for the office of President-Elect shall be made by the sections in accordance with their bylaws.

(1) Such nominations shall be submitted to the Executive Director and must, without exception, be postmarked, faxed, or e-mailed to him/her no later than April 1 of each year and no earlier than the conclusion of the preceding winter Board meeting for inclusion on the ballot for the winter meeting of the Board electors following such submittal. If the nomination is faxed or e-mailed, the original must be mailed to the Executive Director.

(2) With the statement of nomination and acknowledgment of the candidate's commitment, the section officers shall furnish the Executive Director complete biographical information on the candidate. The biographical information shall be compiled into a uniform format and style for general publication and for transmission to the Board electors in the first mailing of materials to the Board electors prior to the winter Board meeting.

(3) The Nominating Committee will generate appropriate questions on current issues to be answered by each candidate for President-Elect, Vice-President, and Director-at-Large. Responses to the questions, a photo, and the biographical information for each candidate will be posted on the Association Web site by December 1, and will also be sent to the Board electors in the first mailing of materials prior to the winter Board meeting.

(4) Sections, candidates, or other interested parties singly or collectively shall conduct campaign activities with dignity and restraint so as to offer all candidates an equal opportunity to make their qualifications known. Presentation or distribution of gifts from or on behalf of candidates is prohibited. Campaigning shall not begin until the conclusion of the elections at the preceding winter Board meeting.

(5) All members of the Executive Committee are excluded from active participation in election campaigns unless they themselves are a declared candidate for office.

12.3.2 Nomination of the Vice-Presidents and Director-at-Large

(1) Each year, the Board shall elect a Nominating Committee to select candidates for the election of the Vice-Presidents and a Director-at-Large, and every third year, a Service Provider Director-at-Large, to be held in winter of the following year. This election shall be accomplished by electronic ballot before September 1.

(2) The Nominating Committee will be composed of five second or third year Directors, at least three of whose terms will end at the annual conference in the following year, and who are not themselves candidates for office as President-Elect, Vice-President or Director-at-Large. It will be chaired by the non-voting Immediate Past-President.

(3) The Nominating Committee will solicit recommendations of candidates for these offices from the sections and the councils no later than August 1 of each year, and by August 1 every three years for the Service Provider Director-at-Large. Such recommendations shall be submitted to the Executive Director and must, without exception, either be postmarked, faxed, or e-mailed to him/her no later than October 1 of each year for consideration by the Nominating Committee. Each recommendation must include a statement of the section or council's support, and the candidate's agreement to serve if elected. If the information is faxed or e-mailed, the original must be mailed to the Executive Director. The Nominating Committee may itself originate nominations, and seek assurances of willingness to serve.

(4) Each year, the Nominating Committee will nominate up to 10 candidates to fill the open vice-presidential offices and three candidates to fill the Director-at-Large office, for presentation to the Board of Directors at its winter meeting. In nominating the Vice-Presidents, the committee should give due consideration to the diverse nature of the membership and the geographic area served by the Association. The committee will notify the Executive Director of its nominations by October 15 so that uniform biographical information about candidates and paper ballots for both offices can be prepared.

(5) Every third year, the Nominating Committee will nominate three candidates for the Service Provider Director-at-Large position on the Board of Directors. Members of the Manufacturers/Associates Council are not eligible for this position during their term on the council. The Nominating Committee will notify the Executive Director of its nominations by October 15 so that uniform biographical information about candidates and printed ballots can be prepared.

(6) Staff will prepare a standard information article for each candidate and mail it to the Board of Directors no later than December 1, and shall publish the article in early December.

(7) Campaigning by Vice-Presidential and Director-at-Large candidates is not allowed, but discussion of issues and limited written communication explaining a candidates qualifications is acceptable. Vice-Presidential and Director-at-Large, and Service Provider Director-at-Large candidates may give a speech not to exceed five minutes, at the winter Board meeting preceding the election.

(8) The Board will not entertain nominations from the floor for the vice-presidential offices, Director-at-Large, or Service Provider Director-at-Large.

12.3.3 Nomination of Treasurer

The AWWA Executive Committee will nominate a candidate for the office of Treasurer. However, section Boards of Trustees are encouraged to recommend individuals for the committee's consideration.

(1) Such recommendations must be received by the Executive Director no later than October 1 of the year preceding the fall Executive Committee meeting at which the election of the Treasurer will take place. Each recommendation must include a statement of the section's support, the individual's agreement to seek office, complete biographical data, and a black-and-white photograph. Such recommendations will be compiled into a standard format and forwarded for Executive Committee consideration at its fall meeting.

(2) The Executive Committee shall select the Treasurer-elect by secret ballot as an Agenda item. If there are more than two candidates and one candidate has more than 50% of the votes in the first round, he or she is automatically elected. If there is not a majority in the first round, the person with the least number of votes drops off in the second round, and the process repeats. If there is a tie in any round of voting, the President will cast a deciding vote.

(3) The Executive Committee's nominee shall be submitted to the Board of Directors at the mid-winter Board meeting for confirmation. The Board will not entertain nominations from the floor for the office of Treasurer.

12.4 Election of Officers

12.4.1 President's election duties

In addition to the responsibilities set forth in Article V, Section 5.09 of the Association's Bylaws, the President shall:

(1) Call to order a meeting of the Board electors for the purpose of electing officers, and act as chair of that meeting.

(2) Appoint a member of the Board to monitor the nominating speeches.

(3) Appoint at least three tellers, who shall tabulate ballots and report to the President the results of each ballot.

(4) Permit persons other than the Board electors to observe the election, but such persons shall not have the right to vote.

(5) Announce the names of nominees for the offices of President-Elect, Vice-President, and Director-at-Large (annually) and Treasurer (every fourth year) and announce the results of balloting. If only one candidate has been nominated for President-Elect, the President shall call for a vote of acclamation. If no nominations for President-Elect have been received from the sections, the President shall call for nominations from the floor.

12.4.2 Election procedure for President-Elect

(1) At the June Board meeting preceding the winter Board meeting at which elections will be held and at the winter Board meeting, speeches totaling no more than five minutes will be allowed for each candidate. Candidates must use this time themselves. Attendance of candidates other than current members of the Board at the winter Board meeting shall be financed by the Association. No audio or visual aids shall be used in making speeches.

(2) Printed ballots shall contain the names of all candidates, in alphabetical order, and shall have three spaces indicating first, second, and third choice. These ballots shall be distributed only to the Board Electors.

(3) If more than three candidates are listed, the Board electors shall indicate first, second, and third choices only. The ballots shall be tabulated by weighting the choices, three points for first choice, two points for second choice, and one point for third choice. The President shall announce the remaining candidates in alphabetical order. The candidates with the three highest total weighted values become candidates on the second ballot and the procedures in paragraph 12.4.2(4) and (5) shall then be followed. Any ballot cast containing votes for less than or more than three choices or the name of an ineligible candidate shall be declared null and void. In the case of a tie between two or more candidates for the third position, unless the tied candidates all agree to withdraw, a ballot will be held among the tied candidates according to the system outlined in Paragraph 12.4.2 (4) and (5).

(4) If three candidates are listed, the Board electors shall indicate their first, second, and third choices. Ballots shall be tabulated by weighting as described in paragraph 12.4.2(3) above and reported to the President who shall announce in alphabetical order the candidates with the two highest total weighted values who shall become candidates for the next ballot. The procedure for voting and election shall then be the same as set forth in paragraph 12.4.2(5) below. Any ballot cast containing votes for more than or less than three choices or the name of an ineligible candidate, shall be declared null and void. In the case of a tie between two candidates for the second and third positions, a ballot will be held between those two candidates according to the system outlined in Paragraph 12.4.2(5).

(5) If only two candidates are listed on the ballot, the Board electors shall indicate their choice for President-Elect. The ballots shall be tabulated and reported to the President who shall announce the name of the newly-elected officer based on the largest number of votes received. Any ballot cast containing a vote for more than one choice or the name of an ineligible candidate, shall be declared null and void.

(6) At the conclusion of the election for President-Elect, the President shall entertain a motion to destroy the ballots.

(7) The Executive Director shall collect and send a copy of each tally sheet to the nominees whose names appear on that tally sheet. Tally sheets will also be sent to members of the Board who request them.

12.4.3 Election procedure for the Director-at-Large and Vice-Presidents

(1) At the winter Board meeting at which elections will be held, speeches totaling no more than five minutes will be allowed for each candidate for Vice-President, Director-at-Large, and the Service Provider Director-at-Large. Candidates must use this time themselves. Attendance of candidates for Vice-President, Director-at-Large, and Service Provider Director-at-Large shall be financed by the Association. No audio or visual aids shall be used in making speeches.

(2) The Executive Director shall distribute to the Board of Directors brief biographical information on each of the three candidates for Director-at-Large, on each of the three candidates for Service Provider Director-at-Large, and on each of the candidates for Vice-President, in uniform format, prior to the winter Board meeting.

(3) A printed ballot shall contain, in alphabetical order, the names of the candidates for Vice-President. The Board electors shall vote by indicating the specified number of choices for Vice-President outlined in the Election Procedure provided in the Board notebook. The ballots shall be tabulated, totaling the number of votes for each candidate. The vice-presidential candidates receiving the most votes to fill the open vice-presidential positions shall be elected. In the case of a tie among three or more candidates for the last vice-presidential position needed, a second ballot will be held according to the system outlined in paragraph 12.4.2(4), above. In the case of a tie between two candidates for the last vice-presidential position needed, a ballot will be held according to the system outlined in paragraph 12.4.2(5) above.

(4) Two separate printed ballots shall contain, in alphabetical order, the names of the three candidates for Director-at-Large and the three candidates for Service Provider Director-at-Large. The Board electors shall vote by indicating one choice for Director-at-Large and one choice for Service Provider Director-at-Large. The ballots shall be tabulated, totaling the number of votes for each candidate. The candidate for Director-at-Large and the candidate for Service Provider Director-at-Large receiving the most votes shall be elected. In the case of a tie between the top two candidates in either or both categories, a ballot will be held according to the system outlined in paragraph 12.4.2(5) above.

(5) At the conclusion of the elections for Vice-President, Director-at-Large, and Service Provider Director-at-Large, the President shall entertain a motion to destroy the ballots.

(6) The Executive Director shall collect and send a copy of each tally sheet to the nominees whose names appear on that tally sheet. Tally sheets will also be sent to members of the Board who request them.

12.5 Minutes of Board Meetings

12.5.1 Executive summary

Within 10 working days after a Board meeting, the Executive Director shall mail a brief summary of Board actions to the officers and Executive Committee members, Board members, and section chairs and secretaries. A summary will also be published in Streamlines.

12.5.2 Distribution

The Executive Director shall mail copies of the minutes of Board meetings to all Directors within a reasonable period after each Board meeting is held. Directors assuming seats on the Board after the annual conference will receive copies of the minutes of annual conference Board meeting.

12.6 Site Selection Procedure for Winter Board Meetings

Site selection for winter Board meetings shall be conducted in accordance with guidelines adopted by the Board of Directors.

12.7 Standing and Ad Hoc Committees

12.7.1 The Board shall establish standing committees as deemed necessary by the Board.

(1) Standing committees shall be chaired by a member of the Board and shall include as many other members from the Board and AWWA members from outside the Board as may be appropriate, and who have an interest in or special knowledge of the issue(s) in question. The standing committee membership represented by the Board members must exceed the number of non-Board appointees.

(2) Standing committee chairs and members shall be appointed by the President-Elect. The President-Elect, in making these appointments, shall take required expertise and experience, geographic distribution, diversity, and other factors into account. The terms of Board members serving on a standing committee shall be for one year, with the possibility of up to two additional one-year terms on any committee. Standing committee non-Board member terms shall be for three years, with the possibility of a second three-year term.

(3) At the last regular meeting of the committee before the annual conference, the committee shall elect a vice-chair from among the current members of the committee. The vice-chair's term of office shall be one year, and the vice-chair may be elected for two additional one-year terms as long as he/she remains on the committee. The vice-chair shall not automatically succeed to the committee chair at the end of the chair's term. The vice-chair shall assist the chair with committee functions and responsibilities and act in the chair's absence. He/she shall perform such other duties as the chair may direct.

12.7.2 The Board of Directors and/or the President may establish ad hoc committees subject to approval by the Board and/or the President.

(1) Ad hoc committees shall be chaired by a member of the Board and shall include as many members from the Board and AWWA members from outside the Board as may be appropriate, and who have an interest in or special knowledge of the issue(s) in question. The ad hoc committee membership represented by the Board members must exceed the number of non-Board appointees.

(2) Ad hoc committee chairs and members shall be appointed by the President. At the time an ad hoc committee is established, it will be accompanied by a deadline date at which the committee is to report to the Board. The terms of members serving on an ad hoc committee shall be from the time of the appointment to the committee until the deadline for reporting, unless the deadline for reporting is extended by the Board of Directors.

12.7.3 The chair of either a standing or ad hoc committee shall be responsible for supervision of the planning, functioning, and coordination of his/her committee and shall appoint the secretary of the parent committee, council, or division or his/her representative as secretary of the committee. In the case of a committee created by the President or Executive Committee, a staff member shall be appointed by the Executive Director to serve as secretary.