Article III - Councils and Committees
January 31, 2018

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, Finance Committee, Pension Committee, Nominating 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, Strategic Planning Committee, Diversity and Member Inclusion Committee, Member Engagement and Development Committee, Canadian Affairs Committee, and the Young Professionals Committee.

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, or Councils. 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. The Council may further define its role and functions in the Public Affairs Council Operating Rules.

(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 in matters which, in the judgment of the Executive Committee, must be acted upon before the next regular meeting of the Board, as further described in Article II – Governance and 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) 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.

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

(5) Nominating Committee. The Nominating Committee shall nominate candidates annually for the election of the office of Vice-President and Director-at-Large, and every third year for the election of the office of Service Provider Director-at-Large. (See also Article II, Section 2.5.1(1))

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) 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.

(5) 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.

(6) 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) The awards committee ensure award criteria capture the requirements of the award and submit the most qualified candidates to the Executive Committee and Board for final approval.

(2) Rules, new awards, and modifications 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.

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 consist of two or more Board members. 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.

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

(9) 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.

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

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

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

(13) 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) 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. Four Board members with staggered terms so one (or two) term(s) expire(s) each year.
f. Up to six additional non-Board members, two of whom may be business leaders outside of AWWA’s membership.
g. Staff Advisor – Chief Financial Officer
h. Staff Support – Deputy Chief Executive Officer and Controller
i. Selection of non-Board members will be in accordance with the procedures in Section 3.4.2

(3) Compensation Committee. The Compensation Committee will be composed of the Presidential officers and the Treasurer.

(4) 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.

(5) 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.

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

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 Board at its next regular meeting.

3.4.3 Awards Committee

(1) The AWWA 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) Committee chairs and members of Council Award Committees shall be appointed by the appropriate Council.

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 Association Awards Committee

(1) Awards may be established to recognize activities and accomplishments of Association members in all classes and sections. Councils can set up Award Committees if the majority of the Council members approve.

(2) Proposals for the establishment of Association level awards shall be sent to the Board for his/her review and action

(3) Association awards may be discontinued and Awards Committees dissolved by action of the Board.

3.5.4 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 Board. The terms of members serving on an Ad Hoc Committee shall be from the time of the appointment to the Committee until the deadline for reporting, unless the deadline for reporting is extended by the Board.

(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.