Article V—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.

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 have or provide for the custody of the funds or other property of the Association and shall keep or see to the keeping of a separate book account of the same; shall collect and receive or provide for the collection and receipt of monies earned by or in any manner due to or received by the Association; and shall deposit or see to the deposit of all funds of the Association in such banks or other places of deposit as the Board of Directors may from time to time direct and designate. In addition, the Treasurer shall, whenever so required by the Board of Directors, render an account, showing all transactions as Treasurer, and the financial condition of the Association; and, in general, shall perform all duties incident to the office of treasurer of a corporation.

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.  The Executive Committee will select the Treasurer-Elect and will submit the nominee for Board confirmation.

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, as the case may be, 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 an 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 Deputy Chief Executive Officer shall be appointed by the Chief Executive Officer with the approval of the Executive Committee. The Deputy Chief Executive Officer (or delegated Staff Directors) shall act for and as the Chief Executive Officer in the absence of the latter for any cause and shall assist the Chief Executive Officer in such assignments and perform such other duties as may be assigned to the Deputy Chief Executive Officer (or Staff Directors) by the Chief Executive Officer.

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 Board of Directors.

 

 

 

Updated 6/2012