AWWA Governance

How AWWA Is Governed

Leadership

Board of Directors

Establishing policies for the overall management and direction of Association affairs is the responsibility of the board. The board is comprised of the President, who acts as chair, President-Elect, Immediate Past-President, and Treasurer of the Association, the Chair of each Council, Chair of the Water Research Foundation, one or more Directors elected by each of the 43 AWWA sections, six of whom also serve as Vice-Presidents, four Directors-at-Large, and the Chief Executive Officer, who serves as secretary. Board members serve for three years. Regular board meetings are held in January and at the annual conference.

Executive Committee

Between meetings of the Board of Directors, the Executive Committee exercises full authority in conducting Association business to the extent provided in the Bylaws. The committee is made up of the President, who acts as Chair, President-Elect, Immediate Past-President, Treasurer, six Vice-Presidents, Chairs of the Councils, Chair of the Water Research Foundation, and the Chief Executive Officer, who serves as secretary.

Officers

The President is the chief elected officer of the Association and presides at all board and executive committee meetings and at the general session of the annual conference. He/she accedes to office for a term of one year, after serving as President-Elect. An additional year is served as Immediate Past President. At each winter board meeting, the board electors elect a President-Elect, Vice-Presidents to fill any vacancies, and one or two Directors-at-Large. Each fourth year, a Treasurer, nominated by the Executive Committee, is confirmed by the board. The Presidential officers are the President, President-Elect, and Immediate Past-President.

How AWWA functions

AWWA is organized to permit its members and staff to coordinate their efforts in the fields of science and technology, education, public information, government affairs and other key areas of involvement. The Association has grown from the 22 men who organized it in March 1881, when the United States contained less than 1,000 public water supply systems, to its present membership of more than 50,000.

AWWA is comprised of 43 sections. Each section functions under the provisions of its own bylaws and selects its own officers. Every section holds at least one meeting a year, attended by anywhere from 250 to more than 2,000 members and interested parties, at which papers are presented, information and ideas exchanged, committees convened and (sometimes) products exhibited. This and the many other section activities are for the purpose of improving water utility operation, management and design.

AWWA activities also develop through the efforts of various councils, divisions and committees. All of the divisions and most of the 250-plus working committees carry out their assigned projects under the direction of the Association's six councils. Other committees that report directly to the board are classified as standing committees; administrative and ad hoc committees may report to the Executive Committee or an Association council.

Additional information

Six Councils

Six councils operate in accordance with procedures approved by the AWWA Board of Directors

International Council
Develops and coordinates AWWA's international policies and activities, actively promoting Association participation in the global drinking water community, representing the interests of the international members in the governance of AWWA and stimulating participation of international members and organizations within the Association. The council also coordinates with other councils and volunteer units of the Association to enhance international participation and understanding.

Manufacturers/Associates Council
Provides responsible representation for, and involvement of, associate members, which include manufacturers, manufacturer reps and contractors; develops programs and activities for these members and encourages their membership and participation in AWWA; provides policy input and develops responses and commitment within the framework of AWWA on matters affecting these members.

Public Affairs Council
Plans and coordinates public information and public relations programs and assists where applicable in public education and public involvement activities.

Standards Council
Develops standards and manuals according to procedures outlined in the Governing Documents. Standards are documents that serve as a base for contract specifications for purchases of materials and services. Manuals contain useful information, practices and recommendations designed to assist operating personnel as well as purchasers.

Technical & Educational Council
Coordinates the work of the eight divisions and has responsibility for advancing AWWA activities in design, construction, operation and management of water utilities except in matters pertaining to standards.

Water Utility Council
Develops action programs to initiate, evaluate, respond, and comment within the framework of Association policy on legislative, regulatory and other matters directly affecting water utilities in order to encourage provision of better water service to the consuming public. The council also brings to the attention of other councils and committees of the Association policies and procedures that fall within their areas of interest.

Eight Divisions


AWWA members who are particularly interested in specific categories of water utility operation participate in one or more of the following eight divisions of the Technical & Educational Council.

Distribution and Plant Operations
To advance and disseminate knowledge of drinking water distribution systems and water treatment plant facilities operation and maintenance. This includes the latest technologies for infrastructure replacement, rehabilitation of these facilities, latest developments and advances for customer metering practices, cross-connection control, energy management methods, and leak detection procedures and equipment. Emphasis is placed on the advancement of the water utility personnel as the prime concern of this division by development of operational manuals and handbooks as well as technical sessions covering distribution and plant facilities operations.

Engineering and Construction
To advance and disseminate knowledge of practices, procedures, equipment and materials related to the planning, design, engineering, and construction of water utility systems and infrastructure.

Management and Leadership
To advance and disseminate knowledge concerned with improving water utility practices in finance, management, commercial and accounting procedures and other related matters.

Small Systems
To serve as a focal point for all AWWA activities related to small systems and to establish goals and recommend policies to encourage active participation by other councils, committees and sections. To promote membership through programs, services, continuing education, awards and other methods and to evaluate issues being faced by small systems and then prepare recommendations and guidelines for programs, tools and services to be evaluated for implementation by the Association and the sections.

Water Conservation
To increase understanding and practical implementation of water use efficiency.

Water Quality and Technology
To advance and disseminate knowledge and technology related to achieving the highest-quality water by: (1) fostering investigations of the physical, chemical, and microbiological contaminants that affect the quality of water and its suitability for use; (2) promoting the development of water quality monitoring systems and laboratory measurement methods for assessment of water quality from the source to the consumer's tap; (3) promoting use of new technologies and evaluation of alternative methods of water treatment to find those that are most effective and economical to use.

Water Resources
To advance and disseminate knowledge tending to improve practices in the orderly investigation, development, conservation, and protection of surface and groundwaters, which are actual or potential sources of water supplies.

Water Science and Research
To advance, promote and disseminate scientific and technical research to assure the provision of drinking water of unquestionable quality and sufficient quantity by: (1) identifying and communicating research needs and results related to water supply, treatment and distribution; (2) encouraging basic and applied research by water utilities, educational institutions, consultants, manufacturers, government agencies and other appropriate entities; and (3) advancing programs and opportunities for student members.

The eight divisions cooperate on development of technical manuals, reports, specialty conferences and technical sessions at the annual conference that deal with their own areas of interest. Each division has the authority to undertake studies and investigations within its sphere of interest and appoint working committees that document progress through reports to the Technical & Educational Council, which considers them and recommends further action.

 

250 Committees - How they work


Committees are the right arm of AWWA. Although the Association employs a staff to handle the administrative details of the organization, it is through committee work that its basic objectives are attained. It is through committee work that the best minds in the water utility field are put to work at solving the important problems that face the profession. It is through the voluntary effort of committee members that the public interest is served, justifying the Association's classification as a nonprofit scientific and educational organization dedicated to public service.

The committees of AWWA, organized under the Board of Directors, the councils and the divisions, are made up of the members best qualified to attack the problems considered vital by these bodies. The committee chair, in each case, has been selected for his or her special interest in and knowledge of the subject at hand. The committee members have been chosen for their special knowledge as well as for their representation of an interested segment of the profession. All have been recommended for their known willingness to contribute to the advancement of water utility service to the public.

Due to budget and time consideration, most of the work done by committees is handled primarily by email. Meetings are usually held in conjunction with the Association's annual conference, when committee members are available for a face-to-face discussion. The Association does include in its annual budget a small allowance to cover the expense of committee meetings that the Executive Committee feels are necessary to the proper conduct of Association programs or affairs. Expenses for such meetings are usually approved on the basis of having AWWA pay only those expenses that cannot be covered except through personal expenditure by the committee member.

The work of committees is of interest to all members of the Association. Thus, the progress reports usually presented at annual conference sessions should be prepared in writing for possible publication. Final reports of committees on critical issues are given priority consideration for publication in Journal – American Water Works Association.

Policy Statements


Committees preparing AWWA policy statements are faced with a twofold task. They are expected to provide the Association's considered opinion on a specific problem and to state that consensus in a manner that can be quickly read and understood by the general public. Therefore, it is extremely important that the committee reduce the essence of its policy to the fewest possible words-no more than a short paragraph or two. If necessary, a one-page supporting statement can be attached.

In the final preparation of any statement, the editorial staff of the Association is given an opportunity to review the language so that the statement, as it goes through the approval process after membership comment, will require no further changes because of editorial style.

Conduct of meetings


Generally speaking, the chair in the conduct of meetings should be guided by Robert's Rules of Order. To assure the most efficient use of the members' time, agendas for the meetings should be adhered to in the conduct of the meetings.

AWWA meetings are open to all members. It is recognized that some matters may require consideration more freely discussed in a closed meeting. Therefore, chairs are given the prerogative of calling for an executive session, at which point any guests are asked to leave.

If meetings are open, guests should be given the floor only upon invitation of the chair, and, of course, guests are in no case to be permitted to vote.

Communications

To afford the chair of any volunteer unit freedom in handling meetings without concern over recording actions, it is required that the Executive Director appoint a staff secretary in order to prepare the minutes of such meetings for the permanent records of the Association. The minutes prepared in such meetings need not record all the arguments pro and con but should include a report of all actions taken.

Between-meeting communications, which will usually comprise the major records of a volunteer unit, should be circulated to all members of the unit and to the headquarters' staff for filing. In addition, the Association publishes the following periodicals to keep members up-to-date on the latest information.

Journal – American Water Works Association
A monthly professional and technical journal, available both in print and online, that serves as the Association's official publication. The Journal AWWA publishes comprehensive articles and reports that make it the most valuable continuing source of water supply information in the world.

Opflow

A monthly publication, both in print and online, focusing on effective operation and maintenance of water supply treatment and distribution system facilities.

Books & Media
AWWA publishes reference books, manuals, conference proceedings and more than 125 standards. AWWA Standards set guidelines for major categories of products used by the water utility industry. Standards and manuals are available in print and electronically.

Website
AWWA maintains a website at www.awwa.org containing information about Association and water industry activities. The AWWA site features a Store for downloading current and archived articles from Journal AWWA and Opflow as well as the complete AWWA Standards collection, Manuals and Books & Media. AWWA also maintains www.drinktap.org, a site devoted to information for the general public.

 

Governance, Council and Committee Organization Chart

Board Policy Manual 2018

Preamble

Section P1 - Basis of Establishment

These policies of the American Water Works Association (Association) are established pursuant to Article III, Section 3.01, of the Association Bylaws.

Section P2 - Scope of AWWA Board Policies

All actions of members, Councils, Divisions, Sections, Directors, Officers, Committees, and employees of the Association shall be in accordance with these policies. If there is a conflict between the Association Bylaws and the Board Policy Manual, the Bylaws shall take precedence.

Section P3 - Procedure for Amending AWWA Board Policies

(1) Councils, Divisions, Sections, Directors, Officers, Committees, or employees of the Association may request amendments to these policies through the Executive Committee. Staff will prepare draft language for Executive Committee action.

(2) Final adoption of amendments to these policies shall be by the Board of Directors of the Association. Publication of the amendments shall take place within 60 days after the Board’s approval.

Article I - Membership Regulations

Unless the context indicates otherwise, all references in the Board Policy Manual to members shall be to members of the American Water Works Association (AWWA or Association).

Section 1.1 Application, Endorsement, and Admission

1.1.1 Application for membership shall be made on a form provided by the Association. The application shall describe adequately the nature of the professional or business activity in which the applicant is engaged. Evidence in support of an application may be required.

1.1.2 Applications for membership shall, whenever possible, be filed with the endorsement of a member of the Association.

1.1.3 Applicants for membership shall be reviewed and endorsed by AWWA staff, except when the staff believes there is a particular problem, in which case, the application shall be referred to the Executive Committee for action.

1.1.4 Membership in AWWA may include membership to one or more local Sections of AWWA pursuant to the provisions of Article V – Sections of the Board Policy Manual.

1.1.5 An applicant’s membership shall not become effective until the annual dues of the applicant, inclusive of any applicable local Section assessments, have been paid in full.

Section 1.2 Association Membership–Individual Member Classifications

The classifications and qualifications for each type of Individual Membership in the Association shall be the following:

1.2.1 Active Member

(1) A water utility employee, public official, public health worker, engineer, scientist, educator, consultant, or other person interested or serving in the water industry. An Active Member shall be entitled to all the rights and privileges approved by the Executive Committee for this membership classification.

(2) Active members who are less than 36 years of age are considered Young Professionals (YP).

1.2.2 Student Member

A degree-seeking individual attending an accredited educational institution enrolled in the number of hours required by the institution for half-time or full-time status. A Student Member shall be entitled to all the rights and privileges approved by the Executive Committee for this membership classification. An Individual Member of any other class may convert to Student Membership if he/she meets the enrollment eligibility requirements. Proof of enrollment may be required upon application and each renewal.

A Student Membership will be capped at six years, followed by a gradual and defined transition plan to Individual Membership. A Student Membership may be extended beyond six years, in one-year increments, upon application and with proof of enrollment.

1.2.3 Life Member

(1) An individual who has been an Individual Member, a designated representative of an Organization Member, or a combination thereof, for 30 years and who has attained a minimum of 65 years of age. A Life Member shall be entitled to all the rights and privileges approved by the Executive Committee for this membership classification.

(2) An individual who was classified as a Life Member prior to January 1, 2012, regardless of his/her current age.

1.2.4 Honorary Member

(1) An individual whose knowledge and/or accomplishments have advanced the water industry and entitle him/her to special recognition. An Honorary Member shall be entitled to all the rights and privileges approved by the Executive Committee for this membership classification and shall be exempt from paying dues.

An award committee consisting of the last five (5) Past Presidents shall consider the qualifications of individuals nominated for Honorary Membership and shall report its recommendations to the Executive Committee prior to its winter meeting for approval. 

(2) The maximum number of Honorary Members who may be approved in any single year shall be three (3).

1.2.5 Operations/Administrative Member

An individual employed in any operations or administrative position by a water utility that has one thousand (1,000) or fewer service connections, or any employee below the supervisory level in a water utility that has more than one thousand (1,000) service connections. An Operations/Administrative Member shall be entitled to all the rights and privileges approved by the Executive Committee for this membership classification.

1.2.6 Retiree Member

(1) An individual who is substantially retired from all gainful employment, who is 55 or more years of age, and who has been a member of the Association for at least 10 years. A Retiree Member shall be entitled to all the rights and privileges approved by the Executive Committee for this membership classification.

(2) An individual who was classified as a Retiree Member prior to the 2018 version of this Board Policy Manual regardless of their current age.

Section 1.3 Association Membership–Organization Member Classifications

The classifications and qualifications for each type of Organization Membership in the Association shall be the following:

1.3.1 Utility Member

(1) A water supply organization, which continuously supplies, directly or indirectly, water to the public. A Utility Member shall be entitled to all the rights and privileges approved by the Executive Committee for this membership classification. A Utility Member shall be entitled to designate a representative who shall be considered an Active Member, with all the rights and privileges thereof. A designated representative may be changed upon notice to the Association.

(2) The Utility Member classification may be subdivided into grades according to the number of customer service connections.

1.3.2 Service Provider Member

(1) Including but not limited to a firm engaged primarily in one of the following: consulting practice, manufacturing, selling or furnishing of materials, equipment, products, or services related to the water supply profession, or engaged in construction or maintenance of water supply facilities.

(2) Partner agencies and institutions such as libraries, governmental departments, nonprofits, educational institutions, or other organizations that do not qualify as a Utility Member or fall into the business categories in Paragraph 1.3.2 (1) above are eligible for Service Provider membership.

(3) A Service Provider Member shall be entitled to all the rights and privileges approved by the Executive Committee for this membership classification and any grades within this membership classification. A Service Provider Member shall be entitled to designate a representative who shall be considered an Active Member, with all the rights and privileges thereof. A designated representative may be changed upon notice to the Association.

(4) The Service Provider Member classification may be subdivided into grades according to “for-profit” or “not-for-profit” business types. For-profit business grades will be based on gross annual sales.

Section 1.4 Dues and Fees

1.4.1 Annual Dues Payment

(1) Each member shall pay annual dues in the amount as set by the Executive Committee and currently in effect for his/her/its class of membership. With final approval from the Executive Committee, Sections may impose a dues assessment that shall be considered part of the AWWA dues. Payment of the Section dues assessment is required along with AWWA dues for membership. Payment shall be due on the first day of each membership year, and the Association staff shall, prior to that day, notify each member of the amount due for the ensuing year.

(2) Changes in the amount of annual dues required for the various membership classes may be made by the Executive Committee provided that such action is completed not less than 90 days prior to the effective date of such changes.

(3) Members of one or more classifications may be made exempt from dues, assessments, or fees if recommended by the Executive Committee and approved by action of the Board of Directors.

(4) Exemption from payment of dues, assessments, or fees for any member classification may be rescinded if approved by the Executive Committee.

1.4.2 Each member’s annual dues shall include an electronic subscription to Journal - American Water Works Association, Opflow, and such other periodical publications of the Association as may be approved by the Executive Committee. Periodicals are also provided in print format, with the following exceptions:

(1) Operations/Administrative/International Members will not receive Journal - American Water Works Association in print form.

(2) Student Members will not receive, as part of their annual dues payment, any periodical benefits in print form. 

(3) Retiree Members have the option of receiving all periodical benefits in print form or to receive no periodical benefits in print with a corresponding reduction in dues.

(4) Active Members who are not members of a recognized Section of AWWA will not receive, as part of their annual dues payment, any periodical benefits in print form. 

Section 1.5 Resignation, Suspension, and Expulsion from Membership

1.5.1 Any member in good standing may resign from membership by giving written notice to the Association. Such action shall not entitle a member to a refund of dues or relieve him/her of the obligations to pay any charges he/she may have incurred during the period of his/her membership.

1.5.2 Pursuant to the Executive Committee’s review and recommendation, any member ceasing to meet the qualifications set forth in the Association Bylaws or the criteria established by the Executive Committee, or for violation of the Member Code of Practice described in Section 1.6, or for other good cause, may be suspended or expelled from the Association by the vote of two-thirds of the Board of Directors in office after such member has been provided a written statement of charges proffered and accorded the opportunity of a hearing before the Board of Directors.

(1) Any member suspended or expelled for causes stated in Subsection 1.5.2 may be readmitted upon endorsement of the Chief Executive Officer, recommendation of the Executive Committee, and approval by the Board of Directors.

(2) The definitions of suspend and expel are as follows:

a. Suspend – To make a membership ineffective for a period.
b. Expel–To dismiss from membership in the Association.

1.5.3 The rights of members of the Association to vote, and their right, title, and interest in or to membership in the Association, and any rights and privileges arising therefrom, shall cease upon their resignation, suspension, expulsion, or removal from membership. Members may not transfer their membership or any rights arising therefrom to other individuals or organizations. Suspension or expulsion shall not entitle a member to a refund of dues.

1.5.4 A member whose dues, or any portion thereof, are in arrears shall be suspended after notice from the Association, and all rights and privileges of membership shall be withheld. After three months of nonpayment, the member shall be removed from membership after notice from the Association.

1.5.5 Members who fail to pay charges for products or services ordered on their behalf from the Association may be suspended with 30 days notice from the Association.

1.5.6 A member who has been suspended for nonpayment of dues and/or other financial charges to the Association shall not be reinstated until all such outstanding charges are paid in full.

1.5.7 A member who has been removed from membership for nonpayment of dues and/or other financial charges to the Association shall not be reinstated until all such outstanding charges are paid in full and the member’s application for readmission is endorsed by the Association pursuant to Section 1.1.

Section 1.6 Member Code of Practice

Recognizing that it is a privilege to be a member of AWWA, as members of the Association:

1.6.1 We shall act to provide the best possible water service while preserving public health, ensuring public safety, being responsible stewards of our precious water resources, and holding the public interest superior to personal interests. We understand our essential public health and safety obligations to our community and accept these responsibilities; we shall always strive to do our best to meet them.

1.6.2 We shall perform our duties in accordance with laws and regulations and follow generally accepted and professional procedures, making sure that such procedures are based upon reasonable substantiated information. We are encouraged to go beyond the minimum required for legal compliance and to advance social and environmental responsibility.

1.6.3 We shall encourage methods that are economically sound and in the public interest for water operations, including, but not limited to, construction of water infrastructure, materials selection, management practices, and operating procedures.

1.6.4 We shall encourage the application of new concepts and innovative technologies to address practical problems and will assist the users of innovative technology in performing balanced technical evaluations and promoting cost-effectiveness.

1.6.5 We shall fully disclose to our employer or client any financial or personal interests that could be construed as a conflict of interest in the purchase of goods or services. In addition to disclosing any interests, we shall not participate in decisions related to such purchasing activities.

1.6.6 We shall not allow our personal ambitions to either unfairly affect our associates or interfere with fair competition for advancement.

1.6.7 We shall strive to advance the public’s appreciation of the services provided by water professionals and uphold the concept that employment in the water industry is a legitimate long-term career for well-trained and responsible citizens. We shall discourage exaggerated, unfair, or untrue statements concerning public water supplies and promote an understanding of professional standards for water utility operations and materials.

1.6.8 We shall strive to advance the knowledge of our colleagues and the general public by providing presentations at public forums and participating in other professional associations, civic organizations, and volunteer activities.

1.6.9 We shall promote employment and volunteer opportunities with commitment to nondiscrimination, and shall make it clear that unlawful discrimination is not acceptable and should not be tolerated. We shall not engage in or condone discrimination on the basis of race, color, sex (including pregnancy), age, religion, national origin, sexual orientation, disability, gender identity, veteran or military status, or any other characteristic protected by local, state, provincial, or federal law.

1.6.10 We shall not engage in or tolerate unlawful harassment based on any of the protected classes identified in Section 1.6.9 above, including, but not limited to, verbal or physical conduct which has the purpose or effect of substantially interfering with an individual’s work performance or creating an intimidating, hostile, or offensive environment. This prohibition applies to employees, volunteers, members, consultants, vendors, suppliers, and others. We strictly prohibit sexual harassment and inappropriate sexual conduct. Sexual harassment is defined as unwelcome sexual advances, requests for sexual favors, and other verbal or physical conduct of a sexual nature, including jokes and innuendo, when: (a) submission to such conduct is made explicitly or implicitly a term or condition of employment or other status; (b) submission to or rejection of such conduct is used as the basis for decisions affecting an individual’s employment or other status; (c) such conduct has the purpose or effect of substantially interfering with an individual’s work performance or creating an intimidating, hostile or offensive environment.

1.6.11 We are committed to conducting business affairs with integrity and in accordance with the highest standards of business ethics.

1.6.12 We believe in the dignity and safety of workers producing goods and services for the water industry; the use of environmentally-responsible processes to produce those goods and services; and the highest legal, moral, and ethical standards of conduct in the business of delivering those goods and services to end users.

1.6.13 Any person who believes a violation of the Member Code of Practice or other misconduct has occurred should immediately make a report to the AWWA Director of Human Resources, Deputy Chief Executive Officer or any Presidential Officer. The Association prohibits retaliation against any employee, volunteer, member, or other person for making a complaint under this policy or for assisting in  a complaint investigation.

Article II - Governance

The Association is governed by the Board of Directors and the Executive Committee.

Section 2.1 Board of Directors (Board)

2.1.1 Members

(1) Pursuant to the Association Bylaws, the Board 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 Directors, one or more Directors to be selected by each Section, four Directors-at-Large (one of which shall be a Service Provider Director-at-Large), the Chief Executive Officer in a nonvoting capacity, and such other nonvoting members as the Board shall direct. No member of the Board shall concurrently serve on the Board in more than one capacity except as specially provided under Section 2.3.3.

(2) All members of the Board shall be members of the Association in good standing throughout their terms.

2.1.2 Terms

The terms of members of the Board shall be as stated in the Association Bylaws.

2.1.3 Responsibilities

(1) Each member of the Board is expected to become thoroughly familiar with the Articles of Incorporation, Bylaws, and Board Policy Manual. Each of these documents shall be made available on the AWWA website. 

(2) Each member of the Board is expected to comply with the Association’s policies and to be willing to provide certification of his/her understanding and agreement to conform to the provisions therein as required.

(3) New Board members are expected to attend orientation.

(4) Each member of the Board owes fiduciary duties to the Association. As such, each Board member is expected to act responsibly in exercising his/her fiduciary duties in accordance with applicable standards of business judgment, fairness, good faith, loyalty, due care, and obedience in the conduct of the business and affairs of the Association.

(5) Board members elect the Association’s Officers, Directors-at-Large, and Service Provider Directors-at-Large.

(6) Section appointed Directors shall serve as liaisons and provide communication between the Section leadership and the Board.

Council Chairs Chair of the Water Research Foundation Board of Directors shall serve as representatives to the Board and Executive Committee, providing liaison and communication between those bodies on which they respectively serve.

(7) The Board shall serve as the highest level of appeal within the Association for any disputed matters of Association business related to the Sections (refer to Affiliation Agreement).

(8) The Board, at its discretion, may hear any appeal of an Executive Committee decision.

2.1.4 Meetings

(1) Two regularly scheduled meetings will be held each year; one at the Annual Conference and one during the first calendar quarter (winter Board meeting).

(2) The Association shall pay for the travel expenses of each Board member to attend the winter Board meeting in accordance with the Volunteer Business Travel and Expense Procedures. Except for the Officers, the Association will not pay the travel expenses for Board members to attend the Board meeting at the Annual Conference.

(3) Additional Board meetings may be called as stated in the Association Bylaws.

2.1.5 Committees

The Board may establish Board or Ad Hoc Committees as it deems necessary in accordance with Article III of the Board Policy Manual.

Section 2.2 Executive Committee

2.2.1 Members

(1) Pursuant to the Association Bylaws, the Executive Committee shall consist of the President, President-Elect, Immediate Past-President, Treasurer, Council Chairs, Chair of The Water Research Foundation Board of Directors, the six Vice-Presidents, the Chief Executive Officer serving in a nonvoting capacity, and such other nonvoting members as the Board shall direct.

(2) All incoming Executive Committee members shall be invited to attend all Executive Committee meetings held before their terms of office start (except for any matters requiring that confidentiality be maintained among current Executive Committee members), as observers without voting privilege.

2.2.2 Terms

The terms of the Executive Committee members shall be concurrent with the term for each respective position.

2.2.3 Responsibilities

(1) The Executive Committee shall exercise the full powers of the Board, except as otherwise stated in the Association Bylaws.

(2) The Executive Committee shall decide any disputed matters of Association business arising from actions by Councils or Committees.

(3) Before each Board meeting, the Executive Committee shall review and approve the Board agenda.

2.2.4 Meetings

(1) At least three regularly scheduled meetings shall be held each year in accordance with the Association Bylaws. Meetings may be held electronically or face-to-face.

(2) Additional meetings may be called by the President or a majority of the Executive Committee members, as needed.

(3) Notice of each meeting shall be given to each member of the Executive Committee at least ten (10) days before the time at which the meeting is to be held and shall include the time and place of the meeting.

2.2.5 Compensation Committee

a. The President, President-Elect, Immediate Past President, and the Treasurer shall serve as the Compensation Committee, and shall review current market salary schedules, established performance measures, and other matters relating to the Chief Executive Officer’s performance and shall make such recommendations as may be pertinent to the Executive Committee for approval.

b. The Compensation Committee shall discuss the review process with the Executive Committee for input at the fall meeting of the committee, and shall present its recommendations at the winter meeting of the committee. At the discretion of the Executive Committee, this review may be held in Executive Session. If the review is held in Executive Session, the Treasurer will ensure that a written record of the final recommendation is maintained.

c. The Compensation Committee shall receive and take action on recommendations from the Chief Executive Officer relating to the compensation for the Chief Financial Officer.

2.2.6 Government Affairs

The Executive Committee, by direction of the Board of Directors, shall have the final responsibility for the government affairs posture of the Association and shall oversee the activities of the Water Utility Council, which shall be responsible for regulatory and legislative matters.

Section 2.3 Officers

2.3.1 Officer Positions

Pursuant to the Association Bylaws, the Association Officers shall consist of the President, President-Elect, six Vice-Presidents, Immediate Past-President, Treasurer, and Chief Executive Officer serving as the Secretary.

2.3.2 Terms

The terms of the Association Officers shall be as stated in the Association Bylaws.

2.3.3 Responsibilities
 
(1) Staff will conduct a detailed orientation for newly elected Officers. All newly elected Officers are expected to attend the Incoming Officer’s orientation.

(2) Available to each newly elected Officer will be an Officers’ Handbook, which contains information, data, and procedures pertinent and necessary to the proper performance of his/her duties as an Officer of the Association. Except for any matters requiring that confidentiality be maintained among current Officers, Officers-elect shall receive all information distributed to Officers and shall be invited to attend all Executive Committee meetings held before their terms of office start, as observers without voting privilege. The newly elected President-Elect shall also attend all Officer meetings. The incoming Treasurer shall attend all meetings normally attended by the Treasurer.

(3) Presidential Officers (POETS)

a. POETS are defined as the President, President-Elect, Immediate Past-President, Treasurer, and Chief Executive Officer.

b. Subject to the authority granted by the Board and Executive Committee, the POETS have oversight and administrative authority of all aspects of the Association’s business and are representatives of the Association.

c. Responsibilities and duties can be found in Article V of the Bylaws.

(4) President

a. The President shall perform such duties as stated in the Association Bylaws.

b. The President shall be the Chair of the Board of Directors and the Executive Committee.

c. The President shall perform all duties incident to the office of president, subject to the authority granted by the Board and the Executive Committee.

(5) President-Elect

a. The President-Elect shall assist the President in the performance of his/her duties and shall act in his/her stead when required.

b. The President-Elect shall serve on the appointing committee for Board Committees and Councils, and other committees as he/she may be assigned.

(6) Immediate Past-President

a.  The Immediate Past-President shall assist the President and the President-Elect in the performance of their duties and shall act in any of the other Officer positions when assigned by the Board of Directors.

b. The Immediate Past President shall serve as Chair of the Awards Committees established by the Board.

(7) Treasurer

a. The Treasurer shall perform such duties as stated in the Association Bylaws.

b. The Treasurer shall work with the Chief Financial Officer to oversee the financial affairs of the Association, including the annual budget, investment policies, and long-term financial business planning.

c. The Treasurer shall serve as Chair of the Finance and Pension Committees.

(8) Chief Executive Officer

Refer to Section 2.6.

(9) Vice-Presidents

a. The Vice-Presidents shall function with the full authority granted to them by the Board in matters of Association business and representation of the Association. However, they do not enter into the details of day-to-day oversight and administration of the Association’s business.

b. The Vice-Presidents shall assist the President and the President-Elect in the performance of their duties and shall act in any other Officer positions when delegated by the Board.

c. The Vice-Presidents shall serve on committees as liaisons or full members, as they may be assigned.

2.3.4 Meetings

(1) Board and Executive Committee Meetings

a. All Officers are expected to attend all meetings of the Executive Committee, the Board, and other meetings called by the President.

b. The incoming President-Elect and incoming Treasurer are expected to attend all meetings of the Executive Committee, the Board, and other meetings called by the President held prior to the Annual Conference at which they take office, except for meetings that address any matters requiring that confidentiality be maintained among current Board members or Officers. If currently on the Board or Executive Committee, the incoming President-Elect and incoming Treasurer shall have respective voting privileges.
 
(2) Regional Meetings of Section Officers (RMSO)

a. An Officer or Council Chair of the Association, as assigned, shall attend each RMSO as the official Association representative. If an Officer or Council Chair is not available to attend a regional meeting, the President may designate the Chief Executive Officer, the Deputy Chief Executive Officer or the Executive Director of Government Affairs to be the official Association representative at that meeting.

b. The selection and assignment of individual Officers or Council Chairs to each RMSO for the year shall be made by the President for the spring meetings and the President-Elect for the fall meetings, in consultation with the other Officers and Council Chairs.

(3) Section Annual Conferences

a. An Officer or Council Chair of the Association, as assigned, shall attend each Section Annual Conference as the official Association representative. During his/her tenure, each of the Officers or Council Chairs should try to attend as many different annual Section meetings as possible as the official Association representative.

b. A Presidential Officer, defined as the President, President-Elect, Immediate Past-President, Treasurer, and Chief Executive Officer [refer to 2.3.3(3)a] of the Association shall attend each Section’s annual meeting as the official Association representative no less frequently than every fifth year. In other years, one of the Vice-Presidents, Council Chairs, the Deputy Chief Executive Officer or the Executive Director of Government Affairs will attend.

i. In those years when an Officer or executive staff does not attend a Section’s annual meeting, the Section’s Director may assume the duties and responsibilities of the official Association representative.

ii. Nothing in the regular schedule of Officer attendance at Section meetings shall prevent a Section from requesting, or the President from designating, a Presidential Officer to attend special Section events as an official Association representative in a year in which Presidential Officer attendance would not otherwise occur.

c. The selection and assignment of individual Officers or Council Chairs to Section meetings for a year shall be made by the President for the spring meetings and the President-Elect for the fall meetings.

i. If Section Annual Conference dates are in conflict or if an elected Officer or Council Chair cannot attend a particular meeting at a particular time, the President or President-Elect may designate the Chief Executive Officer, the Deputy Chief Executive Officer or the Executive Director of Government Affairs to be the official Association representative at that meeting.

ii. The AWWA Officer/Council Chair and the Section shall be matched to best meet the Section needs with the Officer’s/Council Chair's availability and expertise.

d. If the Section holds a governance or board meeting during the Section Annual Conference, the Association representative is expected to attend.

(4) Annual Conference

a. All Officers, as well as the incoming President-Elect, Vice-Presidents-Elect, and Treasurer-Elect, are expected to attend the Annual Conference of the Association.

b. Based on the AWWA Officer Business Travel and Expense Procedures, the current Officers’ travel expenses to the Annual Conference will be paid by the Association, if requested. Incoming Officer's travel expenses to the Annual Conference will not be reimbursed.

(5) POETS Meetings

a.  The POETS shall meet as needed.

b. Business to be transacted at these meetings may include review of: (1) Section travel schedules and assignment of official representatives, (2) performance of staff, (3) Association activities and programs, (4) appointments, (5) awards, and (6) special initiatives and other business that may arise.

2.3.5 Assistant Secretary and Assistant Treasurer

(1) Assistant Secretary

a. The Deputy Chief Executive Officer shall serve as Assistant Secretary without any voting rights in any meetings of the Board and the Executive Committee.

b. The Assistant Secretary shall act in the absence of the Secretary and shall perform such other duties as may be assigned to him/her by the Secretary.

(2) Assistant Treasurer

a. The Chief Financial Officer shall serve as Assistant Treasurer without any voting rights in any meetings of the Board, Executive Committee, Finance Committee, and Pension Committee.

b. The Assistant Treasurer shall coordinate regularly with the Treasurer of the Association.

2.3.6 Committee and Council Memberships

(1) The President may appoint AWWA Officers to Councils and Committees in accordance with the operating guidelines of each Committee and Council.

(2) Memberships by Virtue of Office

a. The President may serve on all Councils and Committees, except for the Nominating and Audit Committees, at his/her discretion with voting rights; however, he/she will not count against the membership total.

b. In addition to the other Council and Committee memberships by virtue of office provided herein, the President shall sit as a member on the International Council, and the President-Elect shall sit as a member on the Water Utility Council.

c. An Officer may attend other Council or Committee meetings if his/her presence is requested by the Council or Committee Chair and approved by the President. Other than the President, Officers serving as liaisons or observers, and not as official members, shall have no vote in the decisions or actions of those bodies. This restriction is not intended, however, to limit the input of opinions or advice they may wish to submit.

2.3.7 Travel and Insurance

(1) Travel Expenses

The Association shall reimburse the Officers for expenses incurred during approved travel in accordance with the Officer Business Travel and Expense Procedures.

(2) Insurance

a. Travel insurance for each Officer shall be carried by the Association for each officer while they are traveling from the time of election until completion of the term of office and safe return home from the last assignment. The amount shall be established by the Officer Business Travel and Expense Procedures.

b. Each Officer may designate the insurance policy beneficiary.

2.3.8 Communications

(1) Business Cards

The Association will provide each Officer with business cards for Association-related communications.

(2) Communication

a. For informational purposes, each Officer shall send copies of all correspondence of policy significance to the President and Chief Executive Officer.

b. The Chief Executive Officer, in consultation with the President, if needed, will determine the appropriate staff, volunteer unit, or Officer to whom the correspondence is disseminated.

c. Each Officer serving as the official representative to a Section Annual Conference is expected to write a report of the conference and send it to AWWA headquarters with a copy to the Section Director. Association staff will electronically post the reports and notify other Officers of such report. It is expected that the official representative and the Section Director be in communication prior to a Section Annual Conference.
 
(3) AWWA Publications

a. During a term of office, the President may write editorials or other communications as President of the Association, for publication by AWWA. Each editorial or other communication should be of such nature that it can be used by the Association for public information purposes.

b. The President may call on the other Officers or Chief Executive Officer for aid in the preparation of such editorials or other communications.

c. Any material prepared by the President for publication by AWWA during his/her term shall become the property of AWWA.

2.3.9 Public Relations and Public Information

(1) Public Spokesperson

a. The President and the Chief Executive Officer shall be the official public spokespersons for the Association.

b. The President and the Chief Executive Officer may specifically designate the President-Elect, a Vice-President, Immediate Past-President, Treasurer, or another Association member or staff to speak for the Association, as appropriate.

c. Requests for interviews, when received by Association headquarters, shall be reviewed by the Chief Executive Officer to determine the most effective representative to speak for the Association under the circumstances.

d. At Section meetings, the Officer or other Association official representative will be the spokesperson for the Association and generally will participate in all interviews resulting from his/her attendance at the meeting.

(2) Programs of Other Organizations

The Chief Executive Officer and the Officers should make the effort to have an official Association representative attend and appear as a speaker on the programs of other organizations, when invited. Insofar as possible or desirable, these invitations and assignments should be distributed among the Officers, but the decision shall be made by the Chief Executive Officer.

(3) Co-Authorship

In some instances, co-authorship of speeches or articles by the President and the Chief Executive Officer may be desirable, and all such co-authored works shall be the property of the Association unless otherwise determined by the Association.

Section 2.4 Meeting Guidelines

2.4.1 Rules

All meetings of the Association and its Councils and Committees shall be conducted generally in accordance with Robert’s Rules of Order Newly Revised.

2.4.2 Order of Business

The agenda for Board and Executive Committee Meetings shall include, but not be limited to, the following items:

Item  Board of Directors  Executive Committee 
 1  Call to order and roll call  Call to order and roll call
 2  Approval of minutes  Approval of minutes
 3  Election of Officers, Director-at-Large, and Service Provider Director-at-Large candidates and Treasurer
(Winter meeting only)

 4  Consent agenda  Consent agenda
 5  Action items  Action items
 6  Financial presentation  Budget presentation and adoption
(Fall meeting only)
 7  Reports of President, Treasurer,
Chief Executive Officer, Councils,
The Water Research Foundation, Committees,
and Sections as appropriate
 Reports of President, Treasurer,
Chief Executive Officer, Councils,
The Water Research Foundation, Committees,
and Ad Hoc Committees as appropriate
 8  Other business  Other business
 9  Future meetings  Future meetings
 10  Adjournment  Adjournment

 

2.4.3 Agenda Items

(1) Subject matter for items for action or discussion under New Business at any Board and Executive Committee meeting should be submitted to the Chief Executive Officer at least thirty (30) days before the meeting, when possible.

(2) The agenda for POETS meetings shall be developed jointly between the President and Chief Executive Officer and distributed electronically to each attendee at least one day prior to each meeting.

(3) Approximately fourteen (14) days prior to each Board or Executive Committee meeting, the Chief Executive Officer shall electronically post notebooks containing a meeting agenda and available supporting material and send notification of that posting to each Director, Officer, Council Chair, and Association staff person whose responsibility it is to attend said meeting. Any additional reports or information pertinent to deliberations and actions will be included in a subsequent posting, or be distributed immediately prior to the Call to Order.

2.4.4 Action

Action items always involve approval, approval with modification, 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.

2.4.5 Executive Session

An Executive Session may be called by the presiding Officer as necessary for any Board or Executive Committee meeting to discuss any matter related to the business of the Association. This session shall only include persons who are members of the Board or Executive Committee (except those Board members with a conflict of interest with regard to the matter being discussed), plus guests specifically invited to the session. The presiding Officer will appoint a person to keep the record of the session.

2.4.6 Minutes

(1) Board Meetings

a. Minutes shall be taken at each Board meeting. Highlights and actions of the Board will be forwarded to appropriate parties for follow-up. The minutes shall be posted as soon as reasonably possible to ensure timely follow-up. The guideline is 14–30 days after the conclusion of the meeting.

b. The Chief Executive Officer shall electronically post the minutes of the meeting. Incoming Directors assuming seats on the Board after the Annual Conference will have access to the minutes of Board meetings held before the Annual Conference, except for any matters requiring that confidentiality be maintained among current Board members.

(2) Executive Committee Meetings

a. The Chief Executive Officer shall electronically post the minutes of the meeting and send Executive Committee members notification of said posting. Officers-elect and incoming Council Chairs will have access to the minutes of the Executive Committee meetings held before their terms of office start, except for any matters requiring that confidentiality be maintained among current Executive Committee members.

b. The minutes shall be posted as soon as reasonably possible to ensure timely follow-up. The guideline is 14–30 days after the conclusion of the meeting.

Section 2.5 Nominations and Elections

2.5.1 Nominations
 
(1) Nominating Committee

a. Each year, the Nominating Committee will select at least one candidate for nomination to: the Office of President-Elect, eligible position of the Vice-President, a Director-at-Large, and every third year, a Service Provider Director-at-Large and every fourth year, Treasurer. Elections will be held at the winter Board meeting.

b. The Nominating Committee will be composed of the three immediate Past Presidents, one Director from the previous three Board classes, and a Chair elected by the Board of Directors to serve a three-year term. Every fourth year, a past AWWA Treasurer will be included on the Nominating Committee to provide guidance on the Treasurer nomination. Nominating Committee members cannout be candidates for office of President-Elect, Vice-President, Director-at-Large, Service Provider Director-at-Large, or Treasurer. 

c. The Nominating Committee may itself originate nominations and seek assurances of willingness to serve.

(2) President-Elect

a. Nominations for the office of President-Elect shall be made by the Sections’ governing boards or the Councils in accordance with their bylaws or policies. Candidates must be members of the Association in good standing who will have served on the Association Board of Directors by the time he/she takes office as President-Elect.

b. Such nominations shall be submitted to the Deputy Chief Executive Officer and must, without exception, be postmarked, faxed, or e-mailed to him/her no later than August 15 of each year.  

c. Each nomination must include a statement of the Section’s or Council’s support, the candidate’s acknowledgment of his/her willingness to serve if elected, complete biographical information on the candidate, and a photograph. The Association staff shall compile the biographical information and photograph into a uniform format and style for general publication.

d.  The Nominating Committee will generate appropriate questions on current issues to be answered by each candidate for President-Elect, Vice-Presidents, Director-at-Large, Service Provider Director-at-Large and Treasurer. Responses to the questions, a photograph, and the biographical information for each candidate will be posted on the Association's site by December 15, and will also be made available to the Board in the first electronic posting of materials prior to the winter Board meeting.

e. Association staff will prepare a standard informational article about each candidate, make the article(s) available to the Board no later than December 15.

f. The Board will not entertain nominations from the floor for President-Elect candidates.

(3) Vice-Presidents, Director-at-Large, and Service Provider Director-at-Large

a. Recommendations shall be submitted to the Deputy Chief Executive Officer and must, without exception, either be postmarked, faxed, or e-mailed to him/her no later than August 15 of each year for consideration by the Nominating Committee. Each recommendation must include a statement of the Section’s or Council’s support, the candidate’s acknowledgment of his/her willingness to serve if elected, complete biographical data on the candidate, and a photograph. 

b. Candidates for Vice-President shall be a Section-appointed Director, Director-at-Large, or a Service Provider Director-at-Large serving the second or third year of his/her term on the Board at the time he/she takes office as Vice-President.

c. Candidates for Director-at-Large and Service Provider Director-at-Large shall be members of the Association in good standing.

d. Each year, the Nominating Committee will nominate at least one candidate to fill each open Vice-Presidential offices and the Director-at-Large office, for presentation to the Board 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 Chief Executive Officer of its nominations by December 1 so that uniform biographical information about candidates and printed ballots for both offices can be prepared.

e. Every third year, the Nominating Committee will nominate at least one candidate for the Service Provider Director-at-Large position on the Board. Members of the Manufacturers/Associates Council are not eligible for this position during their term on the Council. The Nominating Committee will notify the Chief Executive Officer of its nominations by December 1 so that uniform biographical information about candidates and printed ballots can be prepared.

f. The Nominating Committee will generate appropriate questions on current issues to be answered by each candidate for Vice-President, Director-at-Large, and Service Provider Director-at-Large. Responses to the questions, a photograph, and the biographical information for each candidate will be posted on the Association website by December 15.

g. Association staff will prepare a standard informational article about each candidate, make the articles available to the Board no later than December 15.

h. The Board will not entertain nominations from the floor for Vice-President, Director-at-Large, or Service Provider Director-at-Large candidates.

(4) Treasurer

a. Every fourth year, the Nominating Committee will select at least one candidate for the office of Treasurer. The Sections’ governing boards and the Councils are encouraged to recommend individuals for the committee’s consideration. Candidates for Treasurer shall be members of the Association in good standing and shall have served as a member of the Finance Committee.

b. Each recommendation must include a statement of the Section’s or Council’s support, the candidate’s acknowledgment of his/her willingness to serve, the candidate’s experience relative to business finances, complete biographical data on the candidate, and a photograph. Such recommendations will be compiled into a standard format. Recommendations must be submitted by August 15.

c. The Nominating Committee’s nominee shall be submitted to the Board at its winter meeting for inclusion in the slate of Officer candidates. 

d.  The Board will not entertain nominations from the floor for the office of Treasurer.

(5) Expectations of Candidates/Nominees for Association Office

a. AWWA expects all Candidates interested in an AWWA Officer position to review the Association’s governing documents, consult with past Officers, and become familiar with the activities of the Association prior to declaring their intent to pursue an Office.

b. Campaign Materials. Neither Candidates interested in pursuing a position, Nominees that have been selected, or interested stakeholders shall post signs, giveaway materials (i.e., key chains, pens, buttons, pins or similar items), or information, with the intent to solicit support for a candidate or nominee.

When aware of inappropriate activities, Candidates and Nominees shall encourage supporters to comply with the Association’s policies related to the election process and campaigning. Candidates, Nominees, and supporters thereof shall not ask Nominating Committee or Board members for an endorsement or their vote for a Nominee.

Candidates and Nominees will direct their supporters and interested stakeholders to the AWWA website where AWWA will post candidate profile information, questions and answers, and other materials. AWWA will also provide a uniformity of all materials to aid in consistency and for organizational ease.

Conversations between individual Candidates or Nominees, and Board or Association members shall not be considered inappropriate activities.

2.5.2 Elections

(1) President’s Duties

In addition to the responsibilities set forth in Article V, Section 5.02 of the Association’s Bylaws, the President shall:

a. Call to order a meeting of the Board for the purpose of electing Officers and Directors-at-Large, Service Provider Director-at-Large, and Treasurer and act as Chair of that meeting.

b. Appoint an Officer not seeking election, typically the Treasurer, as timekeeper to monitor the nominees’ 5 minute presentations.

c. Appoint at least three tellers from among Association staff or incoming Board members who shall tabulate ballots and report to the President the results of each ballot.

d. Permit persons other than the Board to observe the election, but such persons shall not have the right to vote.

(2) President-Elect

a. At the winter Board meeting, presentations totaling no more than five (5) minutes will be allowed for each candidate. Candidates must use this time themselves. No audio or visual aids shall be used in making speeches. Expenses of a candidate not currently on the Board will be reimbursed in accordance with the Volunteer Business Travel and Expense Procedures.

b. If a single candidate is submitted, the Board will be asked to confirm the Nominating Committee's recommendation.

c. If more than one candidate is submitted for President-Elect, a printed ballot shall contain the names of all candidates, in alphabetical order. Each Board member shall vote by indicating his or her choice for President-Elect according to the election procedures outlined below. In any round of voting, any ballot cast containing a vote for more than one choice or the name of an ineligible candidate shall be declared null and void.

A candidate receiving more than 50% of the votes is automatically elected. If there is a tie between candidates for the second spot on the ballot, run-off elections shall be held until only one run-off candidate remains. In any case, the voting results are reported to the President who shall announce the name of the newly-elected Officer.

d. If only two candidates are listed on the ballot, the Board members eligible to vote 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 greater total of votes received.

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

(3) Vice-President, Directors-at-Large and Service Provider Director-at-Large

a. At the winter Board meeting at which elections will be held, presentations totaling no more than five (5) 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. No audio or visual aids shall be used in making speeches. Travel expenses of a candidate not on the Board will be reimbursed in accordance with the Volunteer Business Travel and Expense Procedures.

b. If a single slate of candidates is submitted, the Board will be asked to confirm the Nominating Committee's recommendation.

c. If multiple Vice-President, Director-at-Large and Service Provider Director-at-Large candidates are presented, a printed ballot shall contain, in alphabetical order, the names of the candidates. Each member of the Board shall vote by indicating the specified number of choices according to the election procedure outlined below. In any round of voting, any ballot cast containing votes for more or less than the specified number of choices, or the name of an ineligible candidate, shall be declared null and void.

d. The ballots shall be tabulated, totaling the number of votes for each candidate. The candidates receiving the greatest vote totals shall be elected. In the case of a tie among three or more candidates, run-off balloting will be held according to the system outlined in Section 2.5.2(2)(c), above. In the case of a tie between two candidates, a ballot will be held according to the system outlined in Section 2.5.2(2)(d) above. In any case, the voting results are reported to the President who shall announce the names of the newly-elected Officers.

e. 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.

Section 2.6 Chief Executive Officer

2.6.1  Duties contained in the Bylaws

Duties of the Chief Executive Officer are set forth in Article V, Section 5.12, of the Association’s Bylaws.

2.6.2  Administrative and Supervisory Duties

(1) The Chief Executive Officer shall direct all Association staff activities. The hiring and dismissals from the staff shall be made by him/her. However, prior to any such action being taken with regard to the Deputy Chief Executive Officer, the Executive Director of Government Affairs or Chief Financial Officer, the Executive Committee shall be consulted for its approval.

(2) The Chief Executive Officer shall implement the policies and directives established by the Board and the Executive Committee and shall serve under the general supervision of the Executive Committee with the President providing oversight.

(3) The Chief Executive Officer shall represent and speak on behalf of the Association.

2.6.3 Specific Assignments

(1) Prepare the agenda for, attend all meetings of, and record the proceedings of the Board and the Executive Committee and serve as Secretary of the Association.

(2) Serve as a member of the POETS.

(3) Designate Association staff to act as staff advisors for Councils, Divisions, and Committees as provided in the Board Policy Manual.

(4) Prepare, with the advice of the Treasurer, Chief Financial Officer, and the Finance Committee, an annual budget for approval by the Executive Committee.

(5) Manage the approved budget through the Chief Financial Officer.

(6) See that all monies due the Association are collected and promptly deposited to its credit, pay all proper charges against the Association, and submit to the Treasurer a monthly financial report in such detail as may be requested, with a summary to each member of the Board.

(7) See that there is an annual financial audit of the Association and ensure that the Association is compliant with necessary tax, legal and financial related filings.
 
(8) Assist the Strategic Planning Committee with the development of the AWWA Strategic Plan.

(9) Prepare and execute an annual Business Plan aligned with the AWWA Strategic Plan and the approved annual budget.

(10) Routinely provide the Board with reports that summarize Association activities.
 
(11) Submit expense reports to the Treasurer for review and approval.

(12) Ensure adequate programs and services are offered to fulfill budget requirements and meet member needs.

Article III - Councils and Committees

The Association is governed by the Board and the Executive Committee (see Article II). Councils, Divisions, and Committees will be utilized as needed to meet the mission of the Association and the obligations of the Board.

Section 3.1 Definitions

3.1.1 Councils

Councils are organized to address the critical major components of the Association’s mission. There are six Councils: Standards Council, Technical and Education Council, Public Affairs Council, Manufacturers/Associates Council, Water Utility Council, and International Council.

3.1.2 Board Committees

Board Committees are formed by the Board and report to the Board, unless determined otherwise by the Board. The Board, at its discretion, may delegate specific duties to Board Committees. The Board Committees are the Executive Committee, Pension Committee, and the Compensation Committee. The composition of the Board Committees will include a majority of Board members.

3.1.3 Standing Committees

Standing Committees are formed by the Board, shall have at least two Board members among their membership, and shall report through the Executive Committee to the Board, unless determined otherwise by the Board. The Standing Committees are the Audit Committee, Finance Committee, Nominating Committee, Strategic Planning Committee, Diversity and Member Inclusion Committee, Member Engagement and Development Committee, Canadian Affairs Committee, and the Young Professionals Committee.

The Board has determined the composition of the Nominating Committee shall be the three immediate Past Presidents, one Director from the previous three Board classes, and a Chair elected by the Board of Directors to serve a three-year term. Every fourth year, a past AWWA Treasurer will be included on the Nominating Committee to provide guidance on the Treasurer nomination.

3.1.4 Awards Committees

Awards may be established to recognize activities and accomplishments of Association members. Councils may set up Award Committees to highlight achievement. All new AWWA awards must be approved by the Executive Committee.

3.1.5 Ad Hoc Committees

Ad Hoc Committees of the Association may be established by the Board, President, Executive Committee, Councils, or Chief Executive Officer. Upon establishment, Ad Hoc Committees shall be given a specific charge, term, and scope of activities in writing.

3.1.6 Advisory Committees

Staff may set up Advisory Committees to support the Association’s business. Staff may contact members to provide specific and needed guidance for projects.

Section 3.2 Duties

3.2.1 Councils

Councils address the critical major components of the Association’s mission. Each Council is authorized to create Divisions or Committees as needed to develop and implement Council business. Council specific organization, responsibilities, and procedures are contained in the Standard Operations Manual for each Council.

(1) International Council. The International Council develops and coordinates the Association’s international policies and activities, actively promotes Association participation in the global water community, represents the interests of the international members in the governance of AWWA, and stimulates participation of international members and organizations within the Association.

(2) Manufacturers/Associates Council. The Manufacturers/Associates Council shall provide responsible representation for, and involvement of, Service Provider Members in AWWA; develop programs and activities for Service Provider Members and encourage their membership and participation in AWWA; provide policy input and develop response and commitment within the framework of AWWA on matters affecting Service Provider Members.

(3) Public Affairs Council. The Public Affairs Council shall plan and coordinate public information and public relations programs and assist where applicable in public education and public involvement activities. 

(4) Standards Council. The Standards Council shall administer the standards program of the American Water Works Association. The Standards Council shall be responsible for the development of standards and other related publications, including books, manuals, and committee reports for the fulfillment of the objectives of the Association. The Standards Council shall be responsible for development of guidelines and procedures for implementation and operation of the standards program of the Association.

a. Standards guidelines shall describe basic premises under which the standards program shall function. Standards guidelines shall conform in all instances to the general policies established by the Board.

b. Standards procedures shall describe the methods by which standards and related publications are requested, initiated, developed, revised and withdrawn. Standards procedures shall implement standards guidelines and shall ensure a fair and open process. Standards procedures shall provide adequate due process to all parties with a substantial interest in the standard or related publication, or who are likely to be affected by the standard or related publication. 

c. The American National Standards Institute (ANSI) approval date on the front cover of a standard indicates completion of the ANSI approval process.

(5) Technical and Education Council. The Technical and Education Council shall conceive, consider, coordinate, perform, and promote the efforts of the Association, except those activities specifically assigned to other Councils. The Technical and Education Council shall have the responsibility to recommend to the Board of Directors the creation or dissolution of Divisions reporting to the Technical and Education Council. The Council shall provide oversight to its Divisions, coordinating their operations with those of other organizations.

(6) Water Utility Council. The Water Utility Council shall develop action programs to initiate, evaluate, respond and comment, within the framework of Association policy, on legislative, regulatory, and other matters which directly affect water utilities to encourage provision of better water service to the public. The Council shall also bring to the attention of other Association councils and committees, policies and procedures that fall within their areas of interest.

3.2.2 Board Committees

(1) Executive Committee. The Executive Committee shall exercise the full powers of the Board except for those itemized in Section 4.03 of the Association Bylaws.

(2) Compensation Committee. The Compensation Committee shall review current market salary schedules, established performance measures, and other matters relating to the Chief Executive Officer’s performance, and shall receive input from the Chief Executive Officer relating to the compensation for the Chief Financial Officer. The Compensation Committee shall make recommendations regarding these matters to the Executive Committee for action. (See also Article II, Section 2.3.5)

(3) Pension Committee. The Pension Committee is responsible for the American Water Works Association Pension System.

3.2.3 Standing Committees

These committees report to the Executive Committee, and at times offer guidance to the Board.

(1) Audit Committee. The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities for (1) the integrity of the Association’s financial statements, (2) the Association’s compliance with the legal and regulatory requirements, (3) the independent auditor’s qualifications and independence, and (4) the hiring and review of the performance of the independent auditors.

(2) Canadian Affairs Committee. The Canadian Affairs Committee supports, plans, develops, and coordinates AWWA activities in Canada, with particular emphasis on the continuing improvement of inter-section liaison and the promotion of AWWA services to AWWA Canadian sections/members; to represent the issues and ideas of Canadian members and sections to AWWA; and to carry out activities to build awareness and unity of Canadians within AWWA.

(3) Diversity and Member Inclusion Committee. The Diversity and Member Inclusion Committee leads AWWA’s efforts in developing a more inclusive organization that celebrates and appreciates individual differences, creating a vibrant and welcoming atmosphere throughout AWWA.

(4) Finance Committee. The Finance Committee advises the Treasurer, Executive Committee, Board and Chief Executive Officer in the conduct of the financial affairs of the Association, including the annual budget, investment policies, and long-term financial business planning.

(5) Member Engagement and Development Committee. The Member Engagement and Development Committee supports the creation of member engagement and development value so that AWWA is the Association of Choice for the water community. The Committee works proactively with AWWA staff, Section staff, AWWA volunteers and Section volunteers to innovate, create, and assess member engagement and development opportunities; to craft innovative ideas and processes using existing and new tools to better serve members; and to improve member value through the Association and the Section.

(6) Nominating Committee. The Nominating Committee shall submit candidates to the Board annually for the election of the office of President-Elect, Vice-President and Director-at-Large, and every third year for the election of the office of Service Provider Director-at-Large and every fourth year Treasurer. (See also Article II, Section 2.5.1(1))

(7) Strategic Planning Committee. The Strategic Planning Committee builds the framework that translates organizational vision into reality by defining and formulating the Association’s vision, mission, and core capabilities, which include strategic goals and strategic objectives. In addition to establishing vision, identifying strategic priorities, and communicating the Association’s vision, the Strategic Planning Committee is tasked with aligning Board, Council, Section, and Committee strategic priorities.

(8) Young Professionals Committee. The Young Professionals Committee is committed to actively pursuing the advancement of students and younger professionals in the water industry by outreaching to local sections to promote younger members to take an active role in the Association.

3.2.4 Awards Committee
 
(1) Rules, new awards, and modifications and discontinuance of to current awards shall be submitted to the Chief Executive Officer for review and action. New awards will only be granted if no other similar awards exist. Such rules and procedures shall be published in the AWWA Awards Handbook or online.

(2) The awards committee submits the most qualified candidates to the Executive Committee for approval.

Section 3.3 Terms of Service and Composition

3.3.1 Board Committees

The terms of service and composition of Board Committees will be defined in the operating rules of each Board Committee. The term of service of a Board Committee member, serving as a Board representative will coincide with his/her term on the Board of Directors.
3.3.2 Councils and Standing Committees

The following shall apply to Councils and Standing Committees:

(1) Unless otherwise indicated in the Board Policy Manual, the Chair shall serve a three-year term, and may not serve more than one term consecutively.

(2) If needed, a Vice-Chair shall be elected from the current members. The Vice-Chair shall serve one year and may be elected for two additional terms, but he/she shall not automatically succeed as the Chair at the end of the Chair's term.

(3) The term of office for members shall be three years. Terms shall normally be staggered, with approximately one-third of the terms expiring each year. Members may serve two consecutive three-year terms and, if elected, one additional three-year term as Chair (except as otherwise provided in Section 3.4.2(4) herein, not to exceed six consecutive years, or nine consecutive years if elected Chair). After serving the maximum term, a member may reapply after one year.

(4) The terms of newly selected members shall begin, and those of their predecessors shall end, immediately following the Annual Conference or by July 1.

(5) The Chief Executive Officer will appoint a staff advisor to each Standing Committee and Council. Staff advisors shall have no vote in the decisions or actions, but shall provide input as warranted.

(6) The President may serve on all Councils and Standing Committees, unless otherwise indicated in the Board Policy Manual or Bylaws, at his or her discretion with voting rights; however, he/she will not count against the membership total.

(7) Standing Committees shall have at least two Board members among their membership. The term of service of a Standing Committee member, serving as a Board representative, will coincide with his/her term on the Board of Directors.

Standing Committees shall not exceed 15 members, plus one staff advisor. Exceptions shall be approved by the Executive Committee and the Board.

(8) Finance Committee. The Finance Committee shall be composed of a Chair (AWWA Treasurer) and up to fourteen (14) members as follows:

a. AWWA President

b. AWWA President-Elect

c. AWWA Past-President

d. AWWA Chief Executive Officer (nonvoting)

e. Three Board members with staggered terms so one (or two) term(s) expire(s) each year.

f. Up to seven additional non-Board members, two of whom may be business leaders outside of AWWA's membership.

g. Staff Advisor - Chief Financial Officer

h. Selection of non-Board members will be in accordance with the procedures in Section 3.4.2

(9) Nominating Committee. The Nominating Committee will be composed of the three immediate Past Presidents, one Director from the previous three Board classes, and a Chair elected by the Board of Directors to serve a three-year term.  Every fourth year, a past AWWA Treasurer will be included on the Nominating Committee to provide guidance on the Treasurer nomination. Nominating Committee members cannot be candidates for office of President-Elect, Vice-President, Director-at-Large, or Service Provider Director-at-Large, or Treasurer.

(10) The Council composition including the number of members is listed below:

a. The Technical and Education Council shall not exceed 25 members, plus one staff advisor.

b. Standards Council shall not exceed 25 members, plus one staff advisor.

c. Water Utility Council shall not exceed 25 members, plus one staff advisor.

d. The Manufacturers/Associates Council shall not exceed 20 members, plus one staff advisor.

e. The Public Affairs Council shall not exceed 15 members, plus one staff advisor.

f. The International Council shall not exceed 15 members, plus one staff advisor.

(11) The President and Council Chair may choose to appoint an Officer to a Council. The appointee counts toward the membership total.

(12) Designated members from other Councils or organizations count toward the membership total.

(13) All Standing Committee and Council members, excluding staff advisors, shall have voting privileges.

(14) Councils from time to time may need and request assistance from other Councils or other organizations. Council Chairs may invite guests to participate in a Council meeting as needed. As guests, they shall not have voting privileges or direct activity of the Council.

Section 3.4 Appointment

3.4.1 Board Committees

(1) Executive Committee. The Executive Committee shall consist of the President, President-Elect, Immediate Past-President, Treasurer, Council Chairs, Chair of The Water Research Foundation Board of Directors, and the six Vice-Presidents, and such other non-voting members as the Board shall direct.

(2) Compensation Committee. The Compensation Committee will be composed of the Presidential Officers and the Treasurer.

(3) Pension Committee. The Pension Committee shall be composed of the same members as the Finance Committee plus representative appointed by the WRF and Water for People.

(4) Notwithstanding the generally applicable provisions regarding appointments and terms of service, the Association’s Treasurer also serves as the Chair of the Finance and Pension Committees and shall serve a four-year term in those positions coincident with his/her term as Treasurer.

3.4.2 Standing Committees and Councils

The following provisions shall govern the selection of the Standing Committees and Council members not otherwise designated by specific position or appointment. These procedures will also be used to select non-Board members of the Finance Committee.

(1) Appointing Committees shall be established to fill Council, and Standing Committee openings. No later than January 31, the Association will seek candidates for members from all parts of AWWA and utilize a uniform and understandable process of solicitation and response. The names, qualifications, and statements of willingness to serve of all candidates shall be submitted to the staff advisor.

(2) The staff advisor shall compile the list of nominees for vacancies. No later than March 31, the staff advisor shall submit the names of nominees to the Appointing Committee. These nominations shall take into account required experience, geographic distribution, diversity, and other factors. The nomination of new candidates may not be required for vacancies where a qualified member is eligible for reappointment.
 
(3) The appointing committee shall be composed of the Committee or Council Chair, the President-Elect, and a Council or Committee member not eligible for reappointment and appointed by the Chair. The Committee Chair or Council Chair shall serve as Chair of the Appointing Committee. No later than May 1, appointments of members shall be made from among the candidates by majority agreement among the Appointing Committee.

(4) In the event a Committee or Council member cannot complete his/her term, an interim appointment shall be made by the most recent Appointing Committee from among the most recent unappointed candidates. If a list of candidates is not available, the members of the Committee or Council will be solicited for recommendations. A member selected to fill a vacancy of one year or less shall be eligible to serve two additional terms.

(5) All voting members of Standing Committees and Councils shall be members of the Association.

(6) The Standing Committees and Councils shall adopt such procedures as are necessary for the election process for the chair. In the event a chair cannot complete his/her term, an interim appointment shall be made by the President-Elect, subject to confirmation by the Executive Committee at its next regular meeting.

3.4.3 Association Awards Committee

(1) The AWWA Association Awards Committee shall be comprised of the past five willing and available presidents with the Immediate Past President serving as the chair. The committee reviews the nominees and makes a recommendation to the Board for the following awards:

a. Abel Wolman
b. Award of Merit
c. Distinguished Public Service Award
d. Honorary Member Award
e. Outstanding Service to AWWA Award
f. Water Industry Hall of Fame Award
g. John L. Leal Award.

(2) The awards committee submits the most qualified candidates to the Executive Committee for approval.

3.4.4 Ad Hoc Committees

For Ad Hoc Committees established by the Board, Executive Committee or President, chairs and members shall be appointed by the President. Appointment procedures for Ad Hoc Committees established by Councils or Divisions are found in the Standard Operations Manual for those Councils. Ad Hoc Committees shall be limited to no more than nine (9) members plus one staff advisor, unless otherwise authorized by the Executive Committee or Board.

Section 3.5 Creation and Dissolution

3.5.1 Councils

(1) Proposals to create or dissolve Councils shall be referred to the Executive Committee. The Executive Committee will review such proposals and make a recommendation to the Board for final action.

(2) Where any proposed new Council is to be concerned with matters under any existing Council, the recommendations of the existing Council shall be sought.

(3) To populate the Council, the President shall convene an Appointing Committee consisting of the President, President-Elect, and a current Vice-President. The terms of the initial members of the Council shall be staggered so that one-third of the members have a one-year term; one-third have a two-year term, and one-third have a three-year term. A member shall be eligible to serve one additional three-year term, or two additional terms if elected Chair during the second term. At its first full meeting, the Council shall elect a Chair from among its members.

3.5.2 Board and Standing Committees

(1) Proposals to create or dissolve Board and Standing Committees shall be referred to the Executive Committee. The Executive Committee will review such proposals and make a recommendation to the Board for final action.

(2) To populate a new Committee, the President shall convene an Appointing Committee consisting of the President, President-Elect, and a current Vice-President. The terms of the initial members of the Committee not otherwise designated by specific position or appointment shall be staggered so that one-third of the members have a one-year term; one-third have a two-year term, and one-third have a three-year term. A member shall be eligible to serve one additional three-year term, or two additional terms if elected Chair during the second term. At its first full meeting, the Committee shall elect a Chair from among its members.

3.5.3 Ad Hoc Committees

(1) Ad Hoc Committees may be established by the Board, Executive Committee, President, or Councils. For Ad Hoc Committees established by Councils, the procedures for establishing such committees are found in the Standard Operations Manual for each Council.

(2) For Ad Hoc Committees established by the Board, Executive Committee, or President, the following procedures apply:

a. Ad Hoc Committee chairs and members shall be appointed by the President. At the time an Ad Hoc Committee is established, a deadline will be established for the Committee to report to the Executive Committee or 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 Executive Committee or Board.

(3) An Ad Hoc Committee shall be dissolved by its parent body when its charge has been fulfilled or at the end of its third year of existence, whichever comes first. The Committee may be extended or a new committee formed to complete the assignment.

Section 3.6 Procedures

Committee and Council reports and procedures shall be in accordance with the respective Committee or Council manuals. Meetings of all Councils, Committees, and Ad Hoc Committees shall be conducted generally in accordance with the latest edition of Robert's Rules of Order Newly Revised.

Article IV - Programmatic Policies

Section 4.1 Conferences and Exhibits

4.1.1 Responsibility

The Executive Committee is responsible for authorizing the resources necessary for the Association to conduct conferences and exhibits. The Chief Executive Officer is responsible for all conferences including ACE. The Chief Executive Officer, in cooperation with the Technical and Education Council (TEC) and Manufacturers/Associates Council (MAC), shall ensure that there is a strong technical program, and as desired, a strong exhibit program for each conference.

4.1.2 Annual Conference and Exposition (ACE)

Except as indicated below, Association staff will handle all arrangements and management of ACE. The Chief Executive Officer shall establish standard operating procedures for ACE and approve any partnership agreements, including agreements with Sections.

(1) The location of ACE shall be rotated in accordance with the conference rotation plan. Any change regarding the location of ACE will be communicated to the Board as soon as possible.

(2) The Chief Executive Officer in cooperation with the TEC shall have the responsibility for (a) scheduling and managing the sessions among the Councils, Divisions, and Committees, (b) notifying session moderators of their responsibilities and assignments regarding the next annual conference, (c) scheduling committee meetings, (d) issuing invitations to selected speakers, and (e) adhering to established procedures for developing annual conference programs.

(3) Association staff is responsible for securing and fulfilling sponsorship opportunities.

4.1.3  Specialty Conferences

Except as indicated below, Association staff will handle all arrangements and management of the specialty conferences.

(1) The location and schedule of specialty conferences shall be selected by Association staff in order to accomplish the objectives of each conference and obtain maximum participation and attendance. However, as a minimum, the following guidelines shall apply:

a. No specialty conference should be scheduled within one year, before or after, in the same city as ACE.

b. No specialty conference should be scheduled within six months, before or after, in the same city as another specialty conference. AWWA will not co-sponsor another organization’s event in the same city within six months of an AWWA event. Any exceptions will be approved by the Chief Executive Officer.

c. Specialty conferences should be geographically diverse within a calendar year and rotated year to year.

d. Specialty conference schedules and locations shall be coordinated with the Sections to avoid conflicting with Section conferences.

e. Technical session content development and technical facility tours will be developed by the TEC in coordination with Association staff.

(2) Planning committees may be established by the TEC for specialty conferences and may have additional guidelines that are utilized; the guidelines must adhere to and support these Board Policy Manual articles.

(3) Requests for AWWA to co-sponsor or partner an event by another organization shall be reviewed and decided upon by the Chief Executive Officer.

(4) Association staff may prepare a business case to determine the viability of a new specialty conference or symposium. The business case shall be submitted to the TEC for discussion and input. After said discussion, staff may submit a budget request to the Finance Committee.
 
(5) ACE guidelines and responsibilities regarding exhibiting shall apply to the specialty conferences (Section 4.1.5).

4.1.4 Conference Registration Fees

(1) Amount

Registration fees for all conferences shall be set by Association staff at a level that will ensure that the conference is self-supporting. The budgets for ACE and specialty conferences shall be developed and approved as part of the Association’s annual budget.

(2) Mandatory Payment

All persons, except as provided in Section 4.1.4(3), be they members or guests, attending an Association conference shall be required to pay the established registration fee before attending any conference technical sessions or exhibits.

(3) Complimentary Registration

The Chief Executive Officer may furnish complimentary registrations to invited non-member speakers, dignitaries, or others who would otherwise not attend the conference.

4.1.5 Exhibits

(1) The purpose of the exhibition shall be to educate persons in attendance regarding new developments or products and services related to water matters, and the exhibition shall be designed to achieve such purpose through the character of the exhibits and the extent of the products and services displayed.

(2) Both members and nonmembers of AWWA shall be eligible for exhibit booth space. Space allocation policies should embody a reasonable priority system that is consistent from year to year, fair to all exhibitors (whether members or nonmembers of AWWA), and which impose no undue hardship on potential exhibitors.

(3) Association staff is responsible for the selling, securing, and placement of exhibit spaces.

(4) Staff may consult with the Manufacturer Associates Council regarding exhibit policies and procedures. 

Section 4.2 Publications

4.2.1 Classification and Definition of Association Publications

(1) Categories—AWWA publications are grouped into six categories:

Group I — Standards

Group II — Manuals and Committee Reports

Group III — Handbooks and Training Programs

Group IV — Miscellaneous Reports

Group V — Periodicals

Group VI — Electronic Publications (may include preceding categories)

(2) Group I—Standards

a. AWWA standards describe minimum requirements and do not contain all of the engineering and administrative information normally contained in specifications.  The AWWA standards usually contain options that must be evaluated by the user of the standard.  Until each optional feature is specified by the user, the product or service is not fully defined.  AWWA publication of a standard does not constitute endorsement of any product or product type, nor does AWWA test, certify, or approve any product.  The use of AWWA standards is entirely voluntary.

b. The existence of an American National Standard does not in any respect preclude anyone, whether that person has approved the standard or not, from manufacturing, marketing, purchasing, or using products, processes, or procedures to obtain the latest editions.  The American National Standards Institute (ANSI) approval date on the front cover of a standard indicates completion of the ANSI approval process.  This American National Standard may be revised or withdrawn at any time.

c. Standards are developed, approved, and published in accordance with the Standards Council Procedures. The Association may also join with other parties to develop, approve, and publish standards in accordance with procedures approved by the Executive Committee.

(3) Group II—Manuals and Committee Reports

a. An AWWA Manual is a publication containing in concise form principles, practices, and directions relating to a technical or operational topic. A manual provides general guidance regarding procedures to be followed in the implementation of waterworks processes, construction, or the development of specific programs.

b. An AWWA Committee Report is a statement of findings made by a committee to the President, or the Chair of the Committee, Council, or Division by which its formation was authorized.
 
c. Group II publications may be developed by committees or individuals under the jurisdiction of the Councils or the Executive Committee. The publications are subject to approval by the Councils under which they are developed and by the Executive Committee should it choose to review them, or by the Board of Directors if developed under the Board.

d. The Association may also join with other parties to develop and approve Group II publications in accordance with procedures approved by the Executive Committee.

(4) Group III—Handbooks and Training Programs

a. An AWWA Handbook is a publication containing instruction and guidance on administrative, managerial or operational matters, or a publication containing information or reference on technical matters. A handbook is a primary reference for administrative and managerial matters and may be a primary or secondary reference for technical matters.
 
b. An AWWA Training Program is a publication containing technical or administrative information, often containing text, audiovisual materials, and instructor guides for the specific purpose of instruction or training.

c. Group III publications are compiled by the AWWA Publishing Department staff with the advice and assistance of subject matter experts and review of appropriate AWWA Committee members and/or AWWA volunteers.

(5) Group IV—Miscellaneous Reports

a. Miscellaneous reports are specialized or research-related reports.

b. Miscellaneous reports are developed by the staff with such outside expert advice as may be required.

(6)  Group V—Periodicals

a. AWWA periodicals are publications published at regular intervals. The content may include research findings as well as articles on the experiences, activities, and opinions of individuals or organizations on topics of interest to water professionals. Journal - American Water Works Association (Journal AWWA) and Opflow are benefits of AWWA membership.

b. Content may include both solicited and unsolicited articles. Content shall be approved by the staff with such outside expert advice as it may seek, including from the publications’ advisory boards. Some articles may be designated as “peer-reviewed” if they have gone through the peer-review process as established by the publication’s peer review board.

c. Periodicals may be in print or on a digital platform.

4.2.2 Copyright Ownership

(1) AWWA will own all copyrights to content contained in any AWWA publications. AWWA shall have the option to use a Creative Commons public license with a standard set of terms and conditions that creators and other rights holders may use to share original works of AWWA and other material subject to copyright with attribution giving appropriate credit with a link to the license, use of the material for non-commercial purposes, and remixing, transforming, or building upon the original material must be under the same license as the original. Exceptions to this policy and Creative Commons licenses may be granted only with the approval of the Deputy Chief Executive Officer located at AWWA headquarters.

(2) If a publication is developed in collaboration with other parties, the copyright may be shared upon approval of Deputy Chief Executive Officer located at AWWA headquarters.

4.2.3 Use of AWWA-copyrighted materials

(1) Overall Policy—Written permission to use AWWA-copyrighted material must be obtained from the AWWA Publishing Department for any use that extends beyond that allowed by Section 107 of the United States Copyright Act (“Fair Use”).

(2) The Association encourages links to materials that it posts on its website from the sites of others. No permission is required for links to the Association’s public web pages.

4.2.4 Subscriptions

Subscriptions to AWWA content may be sold to organizations or individuals.

4.2.5 Advertising Policy

(1) Advertising will be accepted for certain AWWA publications under the following conditions:

a. The advertisement must be in keeping with the professional nature of AWWA publications. The Association reserves the right to verify the credentials of any organization for which advertising is placed.

b. The advertisement shall not contain statements that are untrue or unproven. The Association reserves the right to challenge and require validation by the advertiser of any disputable or inflammatory statements made in the advertisement.

c. The organization for which the advertisement is placed must accept full responsibility, financially and otherwise, for any advertisement that it places in an Association publication, either directly or by a duly appointed agent. AWWA reserves the right to refuse to run any advertisement for an advertiser that is delinquent on any payments to AWWA.

d. For employment advertising, no statement that will violate the requirements of any applicable employment laws may be included.

(2) The Association reserves the right to refuse any advertisement which, in its opinion, does not meet any of the foregoing criteria. The Association also reserves the right to refuse any advertisement that the Association deems is not in its best interests in meeting its objectives.

(3) The Association accepts no responsibility for the factual accuracy of any statement made in any advertisement it publishes. Moreover, acceptance of an advertisement does not in any way constitute approval by the Association of the products or services advertised therein.

4.2.6 Publications Supplied to Association Sections: Material for Official Use

(1) Upon request, each Section will be supplied, without charge, with the following materials for official use by the Section:

a. A subscription to the Association Standards Service.

b. A subscription to all periodicals issued to Association members of any grade.

c. Official use by the Section may not include redistribution to Section members or others without permission of AWWA:

(2) These subscriptions will be addressed to the Section secretary (or designee as communicated in writing to the Association). In addition, each section will be entitled to receive, upon request, one copy of any publication sent free to organization members. Additional copies of such publications or copies of other Association publications and materials will be furnished in accordance with AWWA policies.

4.2.7 Mailing List Sales Policy

(1) It is the general policy of the Association that names and addresses of members may be furnished to nonmembers as well as to members of the Association. It is the general policy of the Association not to furnish members’ email addresses.

(2) Any person or organization desiring to use the membership’s names and addresses must provide a description of the exact use for which the contact information is required, including a sample of the proposed communication.

(3) The Association reserves the right to refuse any request for use of the membership’s names and addresses, which, in its opinion, is not in the best interests of the Association in meeting its objectives.

Section 4.3 Association Policy Statements

4.3.1 Definition

(1) Association Policy Statements are statements of the position of the Association related to protecting and improving water supply, water quality, management, and the interests of the public and the environment.
 
(2) Association Policy Statements should be general in nature. General criteria for such policy statements should be as follows:

a. Association Policy Statements should have a distinct purpose.
 
b. Association Policy Statements should not be developed on subjects of solely local interest or solely the interest of any other individual segment of the membership.

c. Association Policy Statements should promote objectives of AWWA in the interest of providing the best water service to the public.

4.3.2 Establishment and Modifications

(1) Association Policy Statements may be originated by the Executive Committee, Councils, Divisions, Board or Staff.

(2) When a proposed new Association Policy Statement has been developed, it will be assigned to the appropriate Council and/or Division for oversight (originating body).

(3) All Association Policy Statements originating in Council Committees and Divisions will be reviewed and approved by the originating Council prior to soliciting public comment and reviews by other Councils.

(4) After approval by the originating body, the proposed Association Policy Statement will be published on the AWWA website for member comment, and will simultaneously be sent to all Councils via the staff advisor. The comment period will be 30 days. Any comments received will be forwarded to the originating body for consideration.

(5) After completing the review cycle defined in (1) through (4), the statement will be referred to the Executive Committee for review and approval.

(6) Upon AWWA Executive Committee approval, Association Policy Statements will be posted on the AWWA website.

(7) When Association Policy Statements are modified, each Council and the membership will have an opportunity to review changes within a specified timeframe. Association policy statements may be reviewed or revised at any time but must be reviewed and revised or reaffirmed at least once every five years. If Association Policy Statements are not revised or reaffirmed within seven years of approval or the latest revision or reaffirmation, they shall automatically be withdrawn.

Section 4.4 Policies on Association Activities and Affairs

4.4.1 Establishment and Modifications

(1) These are policies of the Association related to the administration and operation of the Association.

(2) Origination, review, revision, reaffirmation, and withdrawal:

a. The creation of and changes to Association Activities and Affairs policies may be originated by staff, the Executive Committee, or the Board. Recommendations on new policies regarding Association activities and affairs should be forwarded to the Executive Committee for review and provisional approval prior to being referred to the Board for final approval.

b. Association Activities and Affairs policies may be reviewed or revised at any time, but should be reviewed and, if needed, revised every five years. The originating body will be asked to review and submit changes to the Chief Executive Officer. Those policies affecting the business and operations of the Association would be approved by the Chief Executive Officer.

c. Upon review and recommendation by staff, the Executive Committee, or the Board, policies on Association Activities and Affairs can be withdrawn with the approval of the Executive Committee.

4.4.2 Representation and Participation

(1) Administrative policy regarding official representatives to other organizations:

a. All AWWA official representatives to other organizations shall be responsible to one of the Councils, Divisions, Standing Committees, Chief Executive Officer, or the Executive Committee, and will represent and vote on matters for AWWA.  The supervising bodies shall determine if and what restrictions are to be placed on each representative. All AWWA official representatives should be instructed that they may not vote in opposition to AWWA policy.

b. Official representatives shall provide a written report after each attended event.

(2) Participation in projects conducted by other organizations:

a. AWWA should participate in projects only of general value to the water profession.

b. AWWA’s preferred role should be the development and coordination of projects as the lead organization.

c. AWWA’s participation in projects by other organizations should be limited to those that are of mutual benefit and where agreement is made to participate only after a proposal has been accepted.

d. Whenever AWWA is asked to endorse a project, the endorsement should be limited to the specific project and not to an organization.

e. AWWA should strive to recover the expenses of participating in any project sponsored by other organizations. The exact nature and extent of the expenses should be determined by the Chief Executive Officer.

(3) Cooperation with other organizations on seminars and workshops:
The American Water Works Association and its Sections will allow the Association’s name to be used as co-sponsor or cooperating organization for conferences, seminars, or similar activities only where it has had a direct part in the planning and programming of such activities.

4.4.3 Association’s Registered Marks

(1) The AWWA logotype (shown below) was made a registered service mark of the American Water Works Association on August 5, 1975 (US Patent and Trademark Office registration number 1,017,635), as a mark used in the identification and promotion of Association services. Its authorized use in connection with Association affairs is encouraged, but it must always appear with the small registration symbol in the lower right hand corner.

(2) The water drop may be used without the words “American Water Works Association” as long as the material is clearly identified as American Water Works Association.

New AWWA Logo  
(3) “AWWA” was made a registered service mark of the American Water Works Association on August 26, 2012. (US Patent and Trademark Office registration number 2612015), as a mark to be used in the identification and promotion of Association services to its members and the water industry.  It is not a certification mark. All materials on which the Marks appear must contain the following notice: AWWA does not sponsor, endorse, or affiliate with third-party companies, products, or services. Registration and use of the service mark have not changed that policy in any way.

a. The Association does not certify that authorized or unauthorized users of the mark have complied with certain processes or standards, nor does the Association certify the origin, material, quality, accuracy, or other characteristics of the products on which the mark is used.

b. By requesting a digital file of the names, marks, and logos of the American Water Works Association (collectively, the "Marks"), you are agreeing to be bound by the following restrictions: You may depict the Marks solely in original, unmodified, unedited form, solely for purposes of announcing and publicizing your attendance, exhibition, and/or sponsorship at an AWWA event, or for promoting support of the AWWA Standards Program, and solely for a pre- and post- promotion not to exceed 10 consecutive months. All other uses of the Marks are strictly prohibited.

(4) Recognizing that individual and organizational members do find occasion to exhibit notice of their membership in the Association on letterheads and other printed matter, the Association has developed a special membership mark (following) for such purposes.  This mark or the printed notice “Member American Water Works Association” may be used only by a member in good standing on his/her/its letterhead, business card, website, electronic communications, and other literature, provided that the statement reflects accurately the membership status.  For example, a partnership or corporation must not claim membership on the basis of the Active Individual Membership of one of the partners or a member of the staff involved with the Association. For the institution as an entity to claim membership, the organization’s membership must be in good standing.

a. A partnership, municipality, or corporation that carries a membership in its own name may—and, as a matter of fact, is encouraged to—advertise that membership where and when it sees fit.  Notwithstanding the foregoing, AWWA membership may not be used for product or service endorsements.

AWWA member logo  

4.4.4 Association’s Seal

The Association’s organization seal, pictured below, is reserved for the exclusive use of the Association, its Sections, Divisions, Committees, and their officers, in the conduct of official Association business.  Its use by anyone else or for any other purpose will not be authorized.

AWWA seal

 
4.4.5   Cooperative Agreements

To fulfill the mission of AWWA and the Strategic Plan, AWWA may enter into agreements with other organizations and associations. These agreements will have defined roles and responsibilities outlined in a Cooperative Agreement. This policy describes the general intent and protocol for the Cooperative Agreement. When necessary, Cooperative Agreements will include Work Plans that further outline and specify particular intentions and financial obligations. Cooperative agreements would be approved by the President and the Chief Executive Officer, however, Work Plans would only need approval by the Chief Executive Officer.

The Affiliation Agreements between AWWA and Sections are not considered to be part of the Cooperative Agreements.  However, should AWWA and Sections enter into an agreement other than an Affiliation Agreement, this Policy shall be utilized.

Ordinary business agreements (hotels, printing, publications, technology contracts) are not considered under this Policy.

4.4.6   Alternative Dispute Resolutions

(1) The Association is a not-for-profit corporation whose mission is to provide solutions to effectively manage water, the world’s most important resource. The Association strives to utilize its financial and staff resources efficiently and expeditiously in the pursuit of its mission, and seeks to avoid conflicts with its members and among its members that may detract from its mission. However, the Association recognizes that conflicts and disputes may arise in the course of the Association’s activities. It is the Association’s policy to utilize alternative dispute resolution (ADR) procedures to resolve such conflicts and disputes, whether they involve claims by members against the Association, or claims between members relating to Association activities not  directly against the Association, but requiring the use of Association resources.

(2) Accordingly, upon becoming a member of the Association, and upon renewing an existing membership, members shall agree to resolve their claims against the Association or with other members arising out of or relating to any activities by or on behalf of the Association, pursuant to the following ADR procedures:

a. If a member asserts a claim against the Association or against another member arising out of or relating to any activities by or on behalf of the Association, the member first shall attempt to resolve the claim through direct discussions and negotiations with the Association or with the other member(s) with whom the dispute exists.

b. If either the Association or the complaining member concludes that the claim cannot be resolved by direct discussions and negotiations, the parties shall next attempt to resolve the claim by mediation administered by the American Arbitration Association (AAA) under its then-current Commercial Mediation Procedures.

c. If the claim is not completely resolved by following the procedures in paragraphs a. and b., and if either the Association or the complaining member wishes to continue to pursue the matter, the remaining unresolved issues shall be settled by arbitration administered by the AAA in accordance with its then-current Commercial Arbitration Rules.

(3) The arbitration called for by these procedures shall be conducted under the Federal Arbitration Act, and the laws of the State of Colorado to the extent those laws do not conflict with the Federal Arbitration Act. The arbitration shall be conducted by a single neutral arbitrator unless the amount in dispute exceeds $1,000,000 in which event there shall be a panel of three neutral arbitrators. Hearings, if any, shall be held in Denver, Colorado. The arbitrator(s) shall render a reasoned award explaining the basis of the decision.

(4) Punitive or exemplary damages shall not be recoverable in the arbitration.  Any award shall be limited to actual monetary damages, if any, and no injunctive relief shall be awarded.

(5) The prevailing party in the arbitration, as determined by the arbitrator(s), shall be entitled to recover its reasonable costs and fees incurred in the arbitration and the mediation that preceded the Arbitration.  “Costs and fees” shall include arbitrator fees and compensation, the AAA administrative fees, travel and other out of pocket expenses, witness fees, and reasonable attorneys’ fees.

4.4.7 Travel Policies

Travel policies will be updated regularly and will be utilized to reimburse travel expenses.

a. Officer Business Travel & Expense Procedure

b. Volunteer Business Travel & Expense Procedure

Article V - Sections and Affiliations

5.1 Sections

5.1.1 Section Formation and Termination of Affiliation

(1) Basis of Establishment

The Bylaws of the Association (Article VIII, Section 8.01) provide for the formation and establishment of Sections in accordance with the procedures below.

(2) Section Formation

a. Application for the formation of a new Section shall be submitted to the Executive Committee. The application shall demonstrate financial viability, the need for adequate representation and service of the membership, and that a subdivision approach within an existing Section is not appropriate. The Executive Committee is responsible for reviewing the request for formation of a new Section and forwarding a recommendation to the AWWA Board for final disposition.

b. New Sections shall include a minimum of 250 members.
 
c. Section boundaries shall fall wholly within North America defined as the United States and its current territories, Canada and Mexico.

d. All existing and new Sections shall enter into an affiliation agreement with the Association in a form approved by the Executive Committee.

e. Sections may request changes in their boundaries to subdivide a Section or to combine Sections. The Section Board or Boards involved shall direct these requests to the Executive Committee. The Executive Committee and the Board may also propose changes to geographical boundaries, subdivision, and consolidation of existing Sections. The Executive Committee is responsible for consulting with the affected parties. The recommendations of the Executive Committee shall be forwarded to the appropriate Section(s) and to the AWWA Board for final disposition.

(3) Geographic Limitations

The geographic boundaries of each Section have been approved by the AWWA Board. Sections are authorized to transact business within their geographic boundaries, but may also enter into arrangements with other Sections to transact business within the other Sections’ areas.

(4) Subdivisions

a. In order to advance the goals of the Association and the water profession, and to increase opportunities for member involvement and participation, a Section may divide its geographical area into subdivisions (regions, sub-Sections, districts, etc.).

b. The Section bylaws shall include a statement enabling the Governing Board of the Section to create subdivisions, govern their operation, and dissolve them. The Section bylaws may include language that describes the geographical boundaries, the names of the subdivisions, the method of governance, and the relationship to the Section. Subdivisions shall not be a separate legal entity and shall fall wholly under the governance of the Section.

(5) Sanctions and Termination of Affiliation

Upon determination of the AWWA Board that an allegation of a Section’s willful and material breach of the Articles of Incorporation, Bylaws, or Board Policy Manual of the Association, or the Affiliation Agreement entered into between the Section and the Association, should proceed to a fuller review, then the Association may, after notice and a reasonable opportunity to cure has been given to the Section, commence a disciplinary proceeding (Proceeding) against the Section. A Proceeding shall be conducted in accordance with rules adopted by the AWWA Board that ensure fairness and a reasonable opportunity for the Section to defend its actions. In a Proceeding, only progressive sanctions may be imposed against the Section, beginning with a formal reprimand of the Section for the first Proceeding that finds a willful and material breach, then financial sanctions may be imposed in the second such Proceeding, and finally suspension or termination of the Section’s affiliation with the Association may be imposed in the third such Proceeding.
 
5.1.2 Section Membership

(1) Assignment of Individuals

Sections shall consist only of Association members in good standing. The primary Section to which a member is assigned shall be determined by the location of either his/her residence or his/her principal business activity, at his/her option, except as provided in paragraph 5.1.2(2) below.

(2) Diverse Residence

A member residing or having a location of his/her principal business activity in one Section may petition the Chief Executive Officer to be reassigned as a member of another Section, with full rights in the Section to which he/she is reassigned. The annual member allotment portion of his/her dues shall go to the Section to which he/she is reassigned.

(3) Multi-Section Memberships

a. A member with full membership rights in one Section (the primary Section) may choose membership as a multi-Section member of one or more additional Section(s), and shall have all rights of membership, including voting rights in such additional Sections, except as otherwise provided herein.

b. Multi-Section members may hold office on the governing board in only one Section at a time.

c. The Executive Committee will determine the amount of the multi-Section membership fees and the percentage thereof to be paid to the Section(s).

d. A multi-Section member is required to pay the Section’s assessment, if any, in addition to a multi-Section fee.

5.1.3 Section Governance

(1) Bylaws

a. Sections shall adopt bylaws governing the Section that are consistent with the Articles of Incorporation, Bylaws, and the Affiliation Agreement entered into between the Section and the Association. Such bylaws for existing and new Sections, and all revisions or amendments, shall be reviewed by Association staff for consistency with the Section model bylaws and shall become effective upon approval of the Executive Committee. Corrections deemed insubstantial (grammar, punctuation) may be made at the discretion of the Executive Committee and/or AWWA staff.

b. Sections shall operate in accordance and comply with the Affiliation Agreement and all applicable provisions of the AWWA Articles of Incorporation, Bylaws, and Board Policy Manual

(2) Governing Board and Officers

The Section’s bylaws shall provide for the election of a Governing Board consisting of a Director elected to serve on the AWWA Board, or Directors in the case of Sections qualifying for more than one Director on the AWWA Board, and Officers as necessary for the proper functioning of the Section. The Governing Board shall also include a Secretary and Treasurer (or a combined Secretary-Treasurer) who may be elected by the members or appointed by the Governing Board. Any member of a Section in good standing shall be eligible to hold elective office in that Section unless currently a member of a governing board in another Section. Two or more offices may not be held by the same person, except the offices of Secretary and Treasurer.

(3) Autonomy

Sections shall be autonomous entities and shall be entitled to govern themselves within the applicable limitations of the Articles of Incorporation, Bylaws, and Board Policy Manual of the Association and the Affiliation Agreement entered into between the Section and the Association. Each Section is responsible to comply with all federal, state, provincial, and local laws and regulations applicable to it, and to maintain all necessary licenses, permits, registrations, and designations under the laws of the jurisdictions in which it operates. The Association is not responsible for the legal compliance of Sections.

(4) Programs and Activities

All programs and activities sponsored by Sections shall be consistent with the established policies and programs of the Association (see Article IV of the Board Policy Manual).

(5) Use of Association Intellectual Property

Any use by a Section of Association trademarks or other Association intellectual property shall be consistent with the established policies of the Association and the Affiliation Agreement entered into between the Section and the Association.

5.1.4 Section Financing

(1) Sources of Funds

Only the Association can determine and collect dues and assessments. Funds for financing Section activities may be obtained from sources consistent with the policies of the Association.

(2) Annual Member Allotment
 
a. Sections are eligible to receive an annual member allotment from Association funds. The amount of funds shall be based on membership dues (Individual, Utility, and Service Provider Grade 90) received by the Association through August 31 of the prior calendar year. The annual member allotment is exclusive of any Section assessment in accordance with Section 5.1.4(4), which is remitted in full to the Section. The amount of the annual member allotment shall be a percentage of the dues so received, as determined by resolution of the Executive Committee.

b. The Chief Executive Officer shall submit a report listing the annual member allotment of each Section. After the Executive Committee has approved the report and the Association budget for the ensuing year, the Chief Executive Officer shall notify each Section Secretary or Treasurer of the amount of the Section’s annual member allotment for the year, and shall forward the allotment to the Section Secretary or Treasurer in a timely manner.

(3) Small Section Member Allotments

a. A Section receiving less than a minimum amount in its annual member allotment will receive additional allotment funds known as Small Section Member Allotments. The additional amount will equal the difference between the annual member allotment and a minimum level, calculated in U.S. dollars, which shall be established by the AWWA Board.

b. Funds for this allotment shall be derived from membership dues received by the Association from Service Provider members, Grades 74, 91, 92, 93, and 94, through August 31 of the prior calendar year.

c. Funding may also be authorized from other sources by the AWWA Board. These funds may be distributed to Sections in accordance with guidelines approved by the AWWA Board.

(4) Section Assessments
 
a. Upon authorization by its Governing Board, a Section may apply to the Executive Committee for permission to levy an assessment upon its members in all categories except Student, Retiree, Honorary, and Life.

b. The Section shall send a letter of intent to the Chief Executive Officer stating the Section’s intent to seek an assessment and the selected tier level. Tier levels available for selection are 5%, 10%, 15%, 20%, and 40%. The letter shall state that if the assessment is approved, future changes in the assessment may be authorized by a vote of the Governing Board of the Section. Sections must announce the intention to seek an assessment to its members, and send a ballot of any form permissible in its jurisdiction, to every member who is eligible to vote.  Approval of a Section assessment requires that 25% of the Section’s membership must vote and two-thirds of those voting must approve the assessment.

c. A letter confirming the approval of the assessment shall be attested by the Section Secretary or Treasurer and sent to the Chief Executive Officer. This letter and a request for approval of the assessment shall be submitted to the Executive Committee.

d. After the Executive Committee approves the assessment, the Chief Executive Officer shall include the assessment in the next calendar years’ dues renewal notices sent to members of the Section in which the assessment was approved. Collected assessments shall be remitted monthly to the Section.

e. Only with concurrence of the Executive Committee, a Section may increase or decrease the assessment by selecting a different percentage from the tiers described above or discontinue an assessment by taking appropriate action at a regular meeting of its Governing Board or other means in accordance with Section bylaws. The Section Secretary or Treasurer shall notify the Chief Executive Officer of such increase, decrease, or discontinuance no later than June 30 of the year preceding the calendar year in which the change occurs.

(5) Gifts

Gifts of cash, goods, or services to a Section may be accepted if such gifts do not compromise either the Section or the Association and are not given with the explicit or implied expectation that Section or Association policy may be influenced in any manner.

(6) Authorized Use of Section Funds

Association funds paid to Sections shall be used only to conduct activities for members consistent with the objectives of the Association as set forth in the Articles of Incorporation, Bylaws, and Board Policy Manual of the Association, the Affiliation Agreement entered into between the Section and the Association, and the bylaws of the Section.

(7) Section Accounts

a. Each Section Treasurer, under such restraints as may be in the Section bylaws, shall be responsible for keeping accurate account of receipts and disbursements in accordance with generally accepted accounting principles. A financial audit or review is required no less than once every three years. A copy of the audited or reviewed financial statement shall be provided to the Association.

b. Each Section located in the United States shall annually file IRS Form 990. Sections located outside of the United States shall file all applicable tax forms in their jurisdiction. A copy of the Form 990 or other tax forms shall be provided to the Association annually.
 
c. Each Section shall promptly provide the Association with any financial information the Association requests in furtherance of its compliance with all applicable laws (including but not limited to its obligations as the central organization of a group tax exemption), insurance requirements, and other obligations.

 5.1.5 Meetings

(1) Annual Business Meeting

The Section’s Governing Board shall meet at least once each year to conduct the business of the Section, and the Section Governing Board shall hold at least one business meeting a year for the Section membership to elect Officers and conduct such other business as may be necessary.
 
(2) Annual Section Conference

a. For the purpose of achieving the objectives of the Association and the Section, each Section is expected to hold an annual conference at which technical papers are presented. The location of such a conference shall be determined by the Section.

b. Timing of Section Annual Conferences: To provide Section members the opportunity to attend multiple training events, when the AWWA Annual Conference is held within the geographic boundaries of a Section, that Section and other adjacent Sections will not hold their Section Annual Conference within 60 days prior to the AWWA Annual Conference.

(3) Exhibits at Section Conferences
 
a. To further the objectives of the Association and the Section, Sections may wish to provide or sponsor exhibits at Section conferences.

b. One of the purposes of a Section conference exhibition shall be to educate persons in attendance regarding new developments or products and services related to water matters, and the exhibition shall be designed to achieve such purpose through the character of the exhibits and the extent of the products and services displayed.

c. Both members and nonmembers of AWWA shall be eligible for exhibit booth space. Space allocation policies should embody a reasonable priority system that is consistent from year to year, fair to all exhibitors (whether members or nonmembers of AWWA), and that impose no undue hardship on potential space buyers.

d. Members and nonmembers may be charged differential booth rates so long as the differential reasonably relates to the amount members’ dues subsidize the cost of the event.

(4) Joint Section Conferences with Other Organizations

a. Philosophy
 
It is the philosophy of the Association to encourage cooperation with other organizations in activities of mutual interest. When engaged in joint activities, Sections shall be clearly identified as sections of the American Water Works Association.

b. Guidelines

i. The Section Officers, members, committees, etc., shall be distinctly identifiable in the appropriate conference marketing materials, program, signage, etc.

ii. Funds of the Section shall not be comingled in any way with the funds of other organizations.

iii. Each Section participating in joint efforts, meetings, and committee activities with other organizations should identify its affiliation with the Association as follows:

(a) The program should include the names of the Section and Association Officers, committees, and other pertinent information.

(b) The program should provide due recognition for the Sections’ and Association’s official representatives and allow time for the presentation of their messages to the Section members at prominent events.

(c) An appreciable and identifiable portion of the technical program should include papers and discussions related to the water profession, the Association’s objectives, and the advancement of operational and technical knowledge of the Section members.

(d) The announcement of the Section’s George Warren Fuller Awardee and other appropriate Association awards should be made by the official Association representative at a suitable function of the conference.

iv. The Section’s annual business meeting should be held separately, with respect to either time or location, from the other organization’s business meeting.

5.1.6 Section Awards

(1) Guidelines

a. Section awards may be presented in recognition of outstanding achievements in the water profession.

b. Expenses of all Section awards and citations shall be borne by the Section involved.

5.1.7 Activities

(1) The Section shall establish committees to conduct basic Association programs.

(2) It is expected that Sections will participate by sending representation to regional meetings, summer workshop, membership summit and other programs that are mutually beneficial to Association and Section leaders.

5.2 International Communities
 
5.2.1  Community Formation and Termination of Affiliation

(1)  Basis of Establishment

The Board, by this policy, authorizes the establishment of AWWA affiliated Communities in jurisdictions outside of the geographical boundaries in which Sections may be established.

(2)  Formation of Communities

a. Application for the formation of a Community shall be submitted to the Executive Committee. The application shall delineate the geographic scope of the proposed Community, demonstrate the anticipated benefits to the Association and the proposed Community, show financial viability, describe the service levels to be provided to the membership, and describe other qualifications, as determined by the Executive Committee. The Executive Committee is responsible for reviewing the proposal for formation of a new Community and forwarding a recommendation to the Board for final disposition.

b. A Community shall be a separate legal entity established in full compliance with the laws and regulations of the nation in which it is formed. To the extent permitted under applicable local law, a Community shall be established as a not-for-profit entity eligible for tax exemption.

c. Communities shall include a minimum of 100 Association members.

d. The Executive Committee may develop special membership dues levels for Association members assigned to a Community, reflecting the different level of services provided to members of the Community. 

e. All Communities shall enter into an affiliation agreement with the Association in a form approved by the Executive Committee.  Before entering into an affiliation agreement, the proposed Community must submit its organizing and governing documents to the Association.

(3)   Termination of Affiliation 

Upon determination by the Association’s Executive Committee that a Community has breached its agreement or Business Plan goals with the Association or applicable provisions of the Board Policy Manual, the Board of Directors may take disciplinary action.  Such disciplinary action may include, but is not limited to, a formal reprimand, with opportunity for the Community to cure the breach, or termination of the agreement. Termination shall be at the sole discretion of the Association Board of Directors.
 
5.2.2  Community Membership

Communities shall consist only of Association members in good standing.  The Community to which a member is assigned shall be determined by the location either of his/her residence or of his/her principal business activity, at his/her option.

5.2.3  Community Governance

(1)   Governing Documents

a. Communities shall adopt governing documents that are compliant with applicable local law and consistent with the affiliation agreement entered into between the Community and the Association.  Such governing documents of Communities, and all revisions or amendments thereto, shall be submitted to and reviewed by AWWA staff before being adopted by the Executive Committee and local International Community.
 
b. Communities shall comply with applicable provisions of the Association’s Board Policy Manual.
 
(2)  Governing Board and Officers

The Community’s governing documents shall provide for the election by its membership of a governing board and Officers as necessary for the proper functioning of the Community and compliance with local law. Any member of a Community in good standing shall be eligible to hold elective office in that Community. 

(3)  Autonomy
Communities shall be autonomous entities, and shall be entitled to govern themselves within the limitations of their governing documents, applicable provisions of the Board Policy Manual of the Association, and the affiliation agreement entered into between the Community and the Association. Each Community is responsible to comply with all laws and regulations applicable to it, and to maintain all necessary licenses, permits, registrations and designations under the laws of the jurisdictions in which it operates. The Association is not responsible for the legal compliance of Communities.

(4)  No Representation on Association Board

Communities do not have designated representative positions on the AWWA Board of Directors.  Nothing herein prohibits Community members from eligibility for election to Association Officer, Council chair, or Director-at-large positions.

(5)  Programs and Activities

All activities sponsored by Communities shall be consistent with the established policies and programs of the Association .

(6)  Use of Association Intellectual Property

Any use by a Community of Association trade names, trademarks and other Association intellectual property shall be consistent with the established policies of the Association and the affiliation agreement entered into between the Community and the Association. Upon termination of affiliation with the Association, the Community shall immediately cease all use of Association trade names, trademarks, and other intellectual property.

(7)  Petition for Section Status

Should the Community achieve the minimum requirements for formation of a new Section, the Community may send a petition, signed by a majority of its members, to  the Executive Committee for consideration of elevation to Section status or to become part of an existing Section. The Executive Committee will review the petition and send a recommendation to the Board for approval to initiate formation of a new Section or revision to existing Section boundaries.

5.2.4  Community Financing

(1)  Sources of Funds

Only AWWA may determine and collect Association dues and assessments from its members.  Although AWWA will not make standard allotments to Communities, funds for financing Community activities may be obtained by Communities from sources consistent with the policies of the Association.
 
(2)  Association Support of Communities

Upon approval of the Association’s Executive Committee, the Association may hire staff and provide funding or other resources to serve the needs of Communities to advance the interests of the Association and the water community.
 
(3) Use of Community Funds

Community funds shall be used only to conduct activities consistent with the objectives of the Community as set forth in its governing documents of the Community and the affiliation agreement entered into between the Community and the Association.
 
(4)   Community Accounts

a.  Communities shall maintain accurate records and accounts of all receipts and disbursements in accordance with generally accepted accounting principles and local legal requirements. A financial audit or review shall be conducted no less than once every three years.  A copy of the audited or reviewed financial statement shall be provided to the Association.
  
b.  Each Community shall comply with all relevant tax, disclosure and filing requirements of the Community’s relevant political jurisdictions.  A copy of the relevant tax and disclosure filings shall be provided to the Association upon request.

c.  Each Community shall promptly provide the Association with any financial information the Association requests in furtherance of its compliance with all applicable laws, insurance requirements, and other obligations.

5.2.5  Meetings

(1)  Business Meetings

The governing board of a Community shall regularly meet in compliance with applicable local law to conduct the business of the Community. It is expected that the Community membership shall hold at least one business meeting a year to elect governing board members and officers and conduct such other business as may be necessary.

(2)  Annual Community Conference

For the purpose of achieving the objectives of the Community, each Community is expected to hold an annual conference at which technical papers are presented.  The location of such a conference shall be determined by the Community.

Supporting Governance Documents

Articles of Incorporation


Effective Jan. 1, 1976

FIRST. The name of the corporation is American Water Works Association (hereinafter the "Association").

SECOND. The purpose for which the Association is formed is to promote public health, safety, and welfare through the improvement of the quality and quantity of water delivered to the public and the development and furtherance of understanding of the problems relating thereto by:

  • (a) advancing the knowledge of the design, construction, operation, water treatment, and management of water utilities and developing standards for procedures, equipment, and materials used by public water supply systems;
  • (b) advancing the knowledge of the problems involved in the development of resources, production and distribution of safe and adequate water supplies;
  • (c) educating the public on the problems of water supply and promoting a spirit of cooperation between consumers and suppliers in solving these problems; and
  • (d) conducting research to determine the causes of problems of providing a safe and adequate water supply and proposing solutions thereto in an effort to improve the quality and quantity of the water supply provided to the public.
Notwithstanding the specificity of the foregoing, however, the Association shall have all such powers under the Illinois General Not for Profit Corporation Act as are necessary or appropriate for a corporation described in Section 501(c)(3) of the Internal Revenue Code of 1954, as hereafter amended or supplemented (hereinafter the "Code"), to achieve its stated purposes. The Association does not contemplate pecuniary gain or profit, incidental or otherwise, to its members.

THIRD. The term for which the Association is to exist is perpetual.

FOURTH. The name and address of each incorporator of the Association are as follows:

John W. Alvord
1417-18 Hartford Building, Chicago, Ill.

Charles Burdick
1207 Hartford Building, Chicago, Ill.

H.E. Keeler
Room 633, The Rookery, Chicago, Ill.

FIFTH. The name and address of each member of the first Board of Directors of the Association are as follows:

Dow R. Gwinn-President
Water Company-Terre Haute, Ind.

R.J. Thomas-Vice-President
Water Works-Lowell, Mass.

John A. Afflect-2nd Vice-President Water Board,
Harrisburg, Pa.

George G. Earl-3rd Vice-President

Sewage & Water Board, New Orleans, La.

Theo. A. Leisen-4th Vice-President
Water Department-Louisville, Ky.

Chas. R. Henderson-5th Vice-President
Davenport, Iowa

John M. Diven-Secretary-Treasurer
Water Works-Troy, N.Y.

H.E. Keeler-Chairman, Finance Comm.
Chicago, Ill.

Leonard Metcalf-Finance Comm.
Boston, Mass.

Leslie C. Smith-Finance Comm.
Columbus, Ohio

Alexander Milne-Past President
Water Works-St. Catharines, Ont.

SIXTH. The initial registered office of the Association in this State is Civic Opera Building, Suite 1401, 20 N. Wacker Dr., Chicago, Ill., and its initial registered agent at such address is L.R. Howson.

SEVENTH. The voting rights of the members of the Association or any class or classes of members of the Association shall be established by the Bylaws of the Association (hereinafter the "Bylaws").

EIGHTH. The Association shall not be conducted or operated for profit and no part of the net earnings of the Association shall inure to the benefit of any director or any individual; and none of such net earnings nor any of the property of the Association or any other assets of the Association shall be used otherwise than for any of the purposes of the Association. In the event of liquidation, dissolution or winding up of the Association, whether voluntarily, involuntarily or by operation of the law, none of the property of the Association nor any proceeds thereof nor any other assets of the Association shall be distributed to or divided among any of the members of the Association, but shall be distributed exclusively to organizations described in Section 501(c)(3) of the Code.

NINTH. Provisions for amending the Bylaws shall be established by the Bylaws. The Bylaws may establish two or more classes of Bylaws, differing in respect of the provisions for amending such classes of Bylaws.

Bylaws

Article I - Offices and Fiscal Year

Section 1.01. Registered Office and Agent

The Association shall continuously maintain a registered office and registered agent in the State of Illinois.

Section 1.02. Other Offices

The Association may also have offices at such other places within or without the State of Illinois as the Board of Directors may from time to time establish or the business of the Association requires.

Section 1.03. Fiscal Year

The fiscal year of the Association shall be the calendar year.

Article II - Membership
 
Section 2.01. Membership Qualifications

The Board of Directors has determined all members shall have a recognizable interest in the furtherance of the objectives of the Association as set forth in the Articles of Incorporation of the Association, and shall carry on their business or profession in a fully ethical manner and in conformity with generally accepted principles of conduct.

Section 2.02. Association Members

The Association Members shall consist of:

(1) Individual Members, which may be divided into such classes, with qualifications, rights, and obligations of each class, as determined by the Executive Committee; and

(2) Organization Members, which may be divided into such classes, with qualifications, rights, and obligations of each class, as determined by the Executive Committee.

Section 2.03. Procedures

Policies and procedures for the admission and termination of Association Members shall be as approved by the Executive Committee. The Executive Committee may levy dues and fees upon the Association Members in such amounts and for such periods and may make regulations necessary to enforce the collection of such dues and fees, including provisions for the termination of membership for nonpayment of such dues and fees.  Association Members may not transfer their membership or any rights arising therefrom. 

Article III - Board of Directors

Section 3.01. Powers

The property, affairs, and business of the Association shall be managed by its Board of Directors, and the Board shall have full power to establish and modify the policies for the conduct, management, and direction of the business and affairs of the Association. Only members of the Association Board of Directors have voting rights with respect to the corporate governance of the Association.

Section 3.02. Board Members and Terms of Office

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 Directors, one or more Directors to be selected by each Section as provided in Section 3.03, four Directors-at-Large to be elected as provided in Section 3.03, the Chief Executive Officer, in a nonvoting capacity, and such other nonvoting members as the Board shall direct.  No Director shall concurrently serve on the Board in more than one capacity. A nonvoting member shall serve as an advisor or honorary member of the Board without Board privileges, authority or responsibility. 

The President, the President-Elect, the Immediate Past-President, the Treasurer, the chair of each Council, and the Chair of The Water Research Foundation Board of Directors shall serve terms on the Board concurrent with their positions. The terms of all other Directors shall normally be three years or until their successors are appointed and qualify in their stead; provided, however, that Directors may be appointed for shorter or longer terms, as determined by the Executive Committee, so that (1) approximately one third of the terms expire each year, (2) the term of at least one Director-at-Large expires each year, and (3) for Sections selecting two or more Directors, the terms of such Directors are staggered to the extent possible. The terms of newly selected Directors shall commence, and the terms of their predecessors shall end, at the conclusion of the Association’s annual conference. In a year when the annual conference is not to be held, the terms of newly selected Directors shall commence, and the terms of their predecessors shall end, at 12:01 a.m. on July 1.

Other than Directors serving on the Board by virtue of their officer or Council chair position, Directors shall not be appointed to consecutive terms, except that a Director chosen to complete the unexpired portion of a predecessor’s term not exceeding one year may be appointed to a consecutive full term.

Section 3.03. Qualifications and Selection

Section Directors—Each Section shall select one Director from among its members, in a manner consistent with its bylaws. A Section may select one or more additional Directors when its membership exceeds levels of membership established by the Board from time to time.

If a Director representing a Section ceases to be a member of the Section, the Director is deemed removed from the Board of Directors and the Section shall fill the vacancy pursuant to Section 3.06.  

Directors-at-Large—The Board of Directors shall elect from among Association Members in good standing one Director-at-Large each year and one Service Provider Director-at-Large (as defined by the Board of Directors) every three years at its winter meeting, resulting in four Directors-at-Large serving simultaneously.

Section 3.04. Organization

At every meeting of the Board of Directors, or of the Executive Committee, the President, if there be one, or, in the case of a vacancy in the office or absence of the President, one of the following present in the order stated: the President-Elect or the Immediate Past-President, shall preside. The Chief Executive Officer, shall act as recording Secretary of the meeting.

Section 3.05. Resignations

Any Director of the Association may resign at any time by giving written notice to such Director’s Section chair or secretary, and to the Chief Executive Officer of the Association, or solely  to the Chief Executive Officer in the case of resignation by a Director-at-Large or Council Chair. Such resignation shall take effect at the date of the receipt of such notice by the Section chair or secretary or by the Chief Executive Officer, as the case may be, or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 3.06. Vacancies

The Board of Directors may declare vacant the office of a Director if he/she is determined to violate the Member Code of Practice as contained in the Board Policy Manual. In addition, any Director may be removed by the authority that selected such Director, according to procedures to be established by the Board of Directors. If a Director resigns or if his/her office otherwise becomes vacant, the same authority shall appoint/elect the successor

Section 3.07. Place of Meeting

Meetings of the Board of Directors may be held at such place within or outside the State of Illinois. 

Section 3.08. Regular Meetings

Regular meetings of the Board of Directors shall normally be held two times per calendar year, one of which shall normally be held in the first quarter of the year (winter meeting), and the other at the time and place of the annual conference. Notice of regular meetings shall be given in the manner to ensure the majority of members are able to participate.

Section 3.09. Special Meetings

Special meetings of the Board of Directors shall be held whenever called by the President or by a majority of the Directors. Written notice of each such meeting shall be given not less than five days before the time at which the meeting is to be held. Each such notice shall state the time, place, and purpose or purposes of the meeting.

Section 3.10. Quorum, Manner of Acting, and Adjournment

A majority of the Directors in office shall be in attendance (face-to-face, conference call or webinar) at a meeting of the Board of Directors to constitute a quorum for the transaction of business. Every Director shall be entitled to one vote. Except as otherwise specified in the Articles of Incorporation or these Bylaws or provided by statute, the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of those present and voting may adjourn the meeting from time to time until a quorum is present.  A majority of Directors in office is required for adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Association; authorizing the voluntary dissolution of the Association or revoking proceedings therefore; adopting a plan for the distribution of the assets of the Association; or confirming the Chief Executive Officer.   

Section 3.11. Expenses and Fees

The Association may reimburse the Directors’ expenses for attending the winter Board meeting, but no fees or other compensation shall be payable for services as a Director.

Article IV - Executive and Other Committees

Section 4.01. Executive Committee Composition

The Executive Committee shall consist of the President, President-Elect, Immediate Past-President, Treasurer, six Vice-Presidents, Council chairs, the Chair of The Water Research Foundation Board of Directors, the Chief Executive Officer serving as Secretary in a nonvoting capacity, and such other nonvoting members as the Executive Committee shall direct.

Section 4.02. Executive Committee Meetings

The Executive Committee shall meet at least three times a year. Additional meetings may be called by the President or a majority of its members. Notice of each such meeting shall be given to each member of the Executive Committee at least 10 days before the time at which the meeting is to be held and shall include the time and place of the meeting (conference calls are permissible).  A majority of the members of the Executive Committee shall constitute a quorum, and, except as otherwise specified in the Articles of Incorporation or these Bylaws or provided by statute, the act of a majority of the Executive Committee members present at a meeting at which a quorum is present shall be the act of the Executive Committee.

Section 4.03. Executive Committee Powers

Between meetings of the Board of Directors, the Executive Committee shall exercise the full powers of the Board except that the Executive Committee shall not act for the Board in respect to expulsion of members or take any action that will result in a change in the number of Directors, nor shall the Executive Committee have the authority of the Board of Directors in reference to the following, within the meaning of the Illinois General Not for Profit Corporation Act:  (1) amending, altering, or repealing these Bylaws, (2) electing, appointing or removing any member of the Executive Committee, any other Board committee , or any Director or officer of the Association, (3) amending the Articles of Incorporation, (4) adopting a plan of merger or adopting a plan of consolidation with another corporation, (5) authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Association, (6) authorizing the voluntary dissolution of the Association or revoking proceedings therefore, (7) adopting a plan for the distribution of the assets of the Association, (8) amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by the Executive Committee, or (9) modifying, disapproving or withholding a recommendation or report of a Council of the Association, which is presented to the Executive Committee for submission to the Board of Directors, or which requires Board action, without reporting such action by the committee to the Board with reasons therefore.

The designation and appointment of the Executive Committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual Directors of any responsibility imposed upon it or them by law. 

Section 4.04. Board Committees

The Board of Directors, by majority vote of all Directors in office, may create one or more other Board committees and appoint Directors or such other persons as the Board designates to serve on the committee or committees. Each committee shall have two or more Directors, a majority of committee members shall be Directors, and all committee members shall serve at the pleasure of the Board. Board committees shall have such powers and duties as shall from time to time be prescribed by the Board.  Except as otherwise provided by Illinois law, the Articles of Incorporation, these Bylaws, or resolution of the Board, each Board committee may exercise the authority of the Board for such purposes as the Board may designate; provided, however, that no Board committee may act for the Board on those matters that the Executive Committee is not permitted to act, as enumerated in Section 4.03 above.

Section 4.05. Councils, Advisory Boards, Non-Board, and Ad Hoc Committees

The Board of Directors or its designees may establish such other Councils, advisory boards, non-Board standing and ad hoc committees and task forces as are necessary or useful for the business and operations of the Association shall be established, and members appointed thereto, as provided in the Board Policy Manual.  The President shall have the responsibility to form ad hoc committees and appoint members to committees, as defined in the Board Policy Manual.  These Councils, advisory boards, non-Board committees, and task forces may not exercise the authority of the Board, but shall have only such duties and authority as provided by the Board Policy Manual or otherwise prescribed by the Board. 

Article IV - Officers; Chief Executive Officer

Section 5.01. Designation of Officers

The officers of the Association shall be a President, President-Elect, six Vice-Presidents, Immediate Past-President, Treasurer, and Chief Executive Officer serving as Secretary. The Officers shall perform such functions as may be designated in these Bylaws or otherwise assigned by the Board of Directors.  The Presidential Officers (POETS) shall include the President, President-Elect, Immediate Past President, Treasurer and Chief Executive Officer and shall meet as determined by the President to advise the Chief Executive Officer.

Section 5.02. The President

The President shall be the chair of the Board of Directors, the Executive Committee, and may serve with voting privileges on any other AWWA committee except for the Nominating Committees and the Audit Committee, and shall have oversight of the activities and operations of the Association, subject, however, to the control of the Board of Directors and the Executive Committee. The President shall sign, execute, and acknowledge, in the name of the Association, deeds, mortgages, bonds, contracts or other instruments, authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these Bylaws, to some other Officer or agent of the Association; and, in general, shall perform all duties incident to the office of president of a corporation.

Section 5.03. The President-Elect

The President-Elect shall assist the President in the performance of his/her duties and shall act in his/her stead when required. The President-Elect will serve on the appointing committee for Board Committees and Councils, and on the Water Utility Council.

Section 5.04. Vice-Presidents

Vice-Presidents shall assist the President and the President-Elect in the performance of their duties and shall act in any other officer positions when delegated by the Board of Directors.

Section 5.05. The Immediate Past-President

The Immediate Past-President shall assist the President and the President-Elect in the performance of their duties and shall act in any of the other Officer positions when delegated by the Board of Directors.

Section 5.06. The Treasurer

The Treasurer shall provide effective oversight of financial condition and promote best financial practices of the Association. The Treasurer shall perform all duties incident to the office of treasurer of a corporation. The Treasurer is authorized to act on behalf of the Association on financial matters pursuant to the authorization by the Board of Directors, Executive Committee or the Finance Committee. In addition, the Treasurer shall in regular intervals or whenever so required, provide the Board of Directors with financial reports and updates of the Association's financial status.

Section 5.07. The Secretary

The Secretary, who shall be the individual then serving as Chief Executive Officer, shall serve as an Officer of the Association without voting privilege and shall see that notices are given and records and reports are kept properly and filed by the Association as required by law; and shall be the general custodian of the seal of the Association, and see that it is affixed to all documents to be executed on behalf of the Association under its seal; and, in general, shall perform all duties incident to the office of Secretary of a corporation.

Section 5.08. Terms of Office

The terms of the President, President-Elect, and Immediate Past-President shall be one year, the term of the Treasurer shall be four years, and the terms for the Vice-Presidents shall be for the remainder of their term on the Board of Directors, with terms commencing and ending as provided for Directors in Section 3.02 of these Bylaws. The Chief Executive Officer/Secretary shall serve at the pleasure of the Board. No Officer shall be eligible to succeed himself/herself in their respective office, except that such prohibition shall not apply to a person filling a vacancy pursuant to Section 5.10 of these Bylaws.

Section 5.09. Accession and Election to Office

Upon the expiration of the term of the President, the President shall accede to the office of Immediate 
Past-President and the President-Elect shall accede to the office of President.

At the regular winter meeting of the Board of Directors, the Board shall elect one person for the office of President-Elect, up to six persons for the offices of Vice-President, and every fourth year shall elect one person for the office of Treasurer. Voting procedures in respect to elections shall be as adopted and approved by the Board of Directors.

All candidates for the office of President-Elect shall signify a willingness to accept office, and shall be members of the Association who will have served on the Board of Directors by the time they take office as President-Elect.

All candidates for the offices of Vice-President shall signify a willingness to accept the office, and shall be a Section-appointed Director or Director-at-Large serving the second or third year of his/her term of office at the time of taking office as Vice-President. In electing Vice-Presidents, the Board of Directors should give due consideration to the geographic area served by the Association 

All candidates for the office of Treasurer shall be members of the Association and shall signify a willingness to accept the office.

Section 5.10. Vacancies in Office

If the office of the President-Elect, Treasurer, or any Vice President becomes vacant, the Board of Directors shall fill the vacancy.

If the office of the President becomes vacant, the succession in office shall be the President-Elect acting in his/her stead. If the office of Immediate Past-President becomes vacant, the latest available Past-President shall succeed to the office of Immediate Past-President.  If the office of the Treasurer becomes vacant, the Immediate Past President shall assume the duties and authority of the Treasurer until the vacancy is filled by the Board of Directors.   If the office of the Secretary becomes vacant, an interim replacement shall be appointed by the Board of Directors.

Section 5.11. Subordinate Officers

The Board of Directors may from time to time elect, appoint, or confirm such other Officers as the business of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board of Directors may determine. The Board of Directors may delegate to any Officer the power to appoint subordinate Officers.

Section 5.12. The Chief Executive Officer

There shall be a Chief Executive Officer of the Association and one or more Deputy Chief Executive Officers. 

The Chief Executive Officer shall be appointed by the Executive Committee, subject to confirmation by the Board of Directors, and shall serve under the general supervision of the Executive Committee.   A majority of the Directors in office is required for the confirmation of the Chief Executive Officer.  The Chief Executive Officer shall serve as the chief administrator of the Association and shall have full power to conduct, manage, and direct the business and affairs of the Association within the policies established by the Board of Directors. The Chief Executive Officer shall perform such other duties as may be assigned by the Executive Committee or Board of Directors.

The Chief Executive Officer shall appoint the Deputy Chief Executive Officer with the approval of the Executive Committee. The Deputy Chief Executive Officer shall act for and as the Chief Executive Officer as needed.

Section 5.13. Resignations

Any Officer may resign at any time by giving written notice to the Chief Executive Officer or to the President of the Association. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.14. Removal

Any Officer may be removed by the authority which elected or appointed such Officer whenever in the judgment of such authority the best interests of the Association will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed.

Section 5.15. Expenses

Each Officer may be reimbursed for expenses incurred in connection with service as an Officer of the Association in accordance with policies adopted by the Executive Committee.

Article VI - Indemnification

Section 6.01. Indemnification

The Association shall indemnify any and all of its Eligible Persons as defined below against expenses (including attorney's fees and expenses), judgments, fines and amounts paid in settlement to the maximum extent and in all possible capacities or instances permitted by Section 108.75 of the Illinois General Not for Profit Corporation Act of 1986 (or the corresponding provision of a successor statute). Eligible Persons for the purposes of all of this Article VI shall mean all persons permitted to be indemnified pursuant to Section 108.75 of the Illinois General Not for Profit Corporation Act of 1986 (or the corresponding provision of a successor statute) including but not limited to past, present and future Directors, Officers, employees and agents. Agents of the Association shall include, without limitation, persons acting in the following capacities who are not otherwise indemnified as Directors, Officers, or employees of the Association: (1) all members of the administrative, standing, working, and ad hoc committees serving under the Association’s Executive Committee; (2) all members of the Association’s councils and divisions and their standing, working, and ad hoc committees; (3) all Section staff, Officers and trustees, including district and regional Officers; and (4) all members of Section councils, divisions, and standing, working, and ad hoc committees. It is the intention of the Association that anyone acting on behalf of the Association be given all of the legally permissible protections available as an agent under this Article VI.

Section 6.02. Insurance

The Association may purchase and maintain insurance on behalf of any and all of its Eligible Persons, including any Eligible Person who has served at its request as a Director, Officer, or agent of another entity or organization, against any judgments, fines, amounts paid in settlement or expenses (including attorney's fees and expenses) actually and necessarily incurred by them in connection with any proceeding in which they, or any of them, are made or threatened to be made parties by reason of having been acting in any duly authorized capacity for the Association, directly or indirectly.

Article VII - Amendment of Bylaws

Section 7.01. Amendment of Bylaws

These Bylaws may be altered, amended, or repealed, or new Bylaws may be adopted, by the vote of  two-thirds of the Board of Directors of the Association in office at any duly organized regular or special meeting of Directors. The Directors shall have two weeks to review proposed changes prior to taking action. The notice for such meeting must state that proposed amendments to the Bylaws will be considered.

Article VIII - Sections

Section 8.01. Sections

Sections may be established, upon authorization of the Board of Directors, as separately incorporated affiliates of the Association, pursuant to such procedures, guidelines, and other requirements as are adopted by the Executive Committee.  The membership of Sections shall consist only of members of the Association in good standing.

Updated 6/2018

Financial Statements

Conflict of interest statement

American Water Works Association
Policy on Conflict of Interest and Disclosure of Certain Interests

This conflict of interest policy is designed to help directors, officers, employees and members ("Responsible Persons") of the American Water Works Association (the “Association”) identify situations that present potential conflicts of interest and to provide the Association with a procedure which, if observed, will allow a transaction to be treated as valid and binding even though a Responsible Person has or may have a conflict of interest with respect to the transaction.

Definitions

Conflict of interest. For purposes of this policy, the following circumstances shall be deemed to be a Conflict of Interest:

Outside interests
  • A Contract or Transaction between the Association and a Responsible Person or a Family Member of a Responsible Person.
  • A Contract or Transaction between the Association and an entity in which a Responsible Person or a Family Member of a Responsible Person has a material interest in excess of 5% or of which such person is a director, officer, agent, partner, trustee, personal representative, guardian, custodian, or other legal representative.
Outside activities
A Responsible Person or a Family Member of a Responsible Person accepting gifts, entertainment or other favors with a value in excess of $100 from any individual or entity that:
  • (i) Does or is seeking to do business with the Association or
  • (ii) Is seeking to receive a loan or grant, or to secure other financial commitments or benefits from the Association.
Responsible Person is any person who is an officer, director, employee or member of the American Water Works Association, including, when the context requires, a Family Member of any such person.
Family Member is a spouse, domestic partner, parent, child or spouse of a child, brother, sister, or spouse of a brother or sister of a Responsible Person.
Contract or Transaction is any agreement or relationship involving the sale or purchase of goods, services, or rights of any kind, the providing or receipt of a loan or grant, the establishment of any other type of pecuniary or financially meaningful relationship.

Procedures

  • Prior to any Board or Committee action on a Contract or Transaction involving a Conflict of Interest, any Responsible Person having a Conflict of Interest who is in attendance at the meeting shall disclose all facts material to the Conflict of Interest. Such disclosure shall be reflected in the minutes of the meeting.
  • If an officer or director of the Association is unable to attend a meeting of a Board or Committee at which he or she has reason to believe that the Board will act on a matter in which the officer or director has a Conflict of Interest, then that person shall disclose to the chair of the meeting all facts material to the Conflict of Interest. The chair shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting.
  • Any Responsible Person who has a Conflict of Interest shall not participate in or be permitted to hear the Board's discussion of the matter except to disclose material facts and to respond to questions. Any Responsible Person who is an officer, director or employee of the Association shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting.
  • A Responsible Person who has a Conflict of Interest with respect to a Contract or Transaction that will be voted on at a meeting shall not be counted in determining the presence of quorum for purposes of the vote. The Responsible Person having a Conflict of Interest may not vote on the Contract or Transaction and shall not be present in the meeting room when the vote is taken. Such person's ineligibility to vote shall be reflected in the minutes of the meeting.
  • Responsible Persons who are not members of the Board of Directors of the American Water Works Association shall disclose to the Chief Executive Officer or President of the Association any Conflict of Interest that such Responsible Person has with respect to a Contract or Transaction. Responsible Persons who have a Conflict of Interest with respect to a Contract or Transaction that is not the subject of Board action shall also make the same disclosure. In either case, such disclosure shall be made as soon as practicable as the Responsible Person knows of the Conflict of Interest. Any responsible Person who is an officer, director or employee of the Association shall refrain from any action that may affect the Association's participation in the Contract or Transaction.
  • In the event it is not entirely clear that a Conflict of Interest exists, the Responsible Person with the potential conflict shall disclose, in writing, the circumstances to the President or Chief Executive Officer, who shall determine whether there exists a Conflict of Interest that is subject to this policy.
  • Each Responsible Person shall exercise care not to disclose confidential information acquired in connection with any such Contract or Transaction the disclosure of which might have an adverse effect on the business of the Association. Furthermore, a Responsible Person shall not disclose or use information relating to the business of the Association for the personal profit or advantage of the Responsible Person or a Family Member.

Dissemination and review of policy

This policy shall be published on the Association’s website and otherwise made available to all members of the Association. Each officer, director and employee of the Association shall be required to review a copy of this policy and acknowledge in writing that he or she has done so.

This policy shall be published on the Association’s website and otherwise made available to all members of the Association. Each officer, director and employee of the Association shall be required to review a copy of this policy and acknowledge in writing that he or she has done so.

Each officer and director of the Association shall annually complete a disclosure form identifying any relationships, positions, or circumstances in which such Responsible Person is involved that could reasonably be expected to lead to a Conflict of Interest. Such relationships, positions or circumstances include any significant ownership interest (more than 5%) of a business that might provide goods or services to the Association. The Association will treat any such disclosures as confidential information.
The Board of Directors shall review this policy annually. Any changes to the policy shall be communicated immediately to all Responsible Persons.

Certification Form

I declare that I have no knowledge, as of the date set forth below, of any relationships, positions, or circumstances in which I am involved that could be deemed a Conflict of Interest under the Conflict of Interest Policy of the American Water Works Association as currently in effect except as follows:
I hereby certify that the information set forth above is true and complete to the best of my knowledge. I also certify that I have reviewed, and I agree to abide by, the American Water Works Association's Conflict of Interest Policy, as currently in effect and as it may be amended from time to time.

Signature _____________________________ Date:________________________

Name (printed) _________________________

Information Requested is Not Found

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