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. 

Updated 6/2018