AWWA Leadership & Governance

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.

More information about the Manufacturers/Associates Council.

PUBLIC AFFAIRS COUNCIL

Plans and coordinates public information and public relations programs and assists where applicable in public education and public involvement activities. Committees under this Council include Risk Communication; Diversity, Equity and Inclusion; and Affordability.

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.

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.

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.

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.

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.

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 journals and magazines 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 190 standards. AWWA Standards set guidelines for major categories of products used by the water utility industry. Standards and manuals are available in print and digital editions.

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, books and media. AWWA also maintains www.drinktap.org, a site devoted to information for the general public.

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.

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.

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) _________________________