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.

Updated 6/2018