Establishing policies for the overall management and direction of Association affairs is the responsibility of the board. The board is comprised of the President, who acts as chair, President-Elect, Immediate Past-President, and Treasurer of the Association, the Chair of each Council, Chair of the Water Research Foundation, one or more Directors elected by each of the 43 AWWA sections, six of whom also serve as Vice-Presidents, four Directors-at-Large, and the Chief Executive Officer, who serves as secretary. Board members serve for three years. Regular board meetings are held in January and at the annual conference.
Between meetings of the Board of Directors, the Executive Committee exercises full authority in conducting Association business to the extent provided in the Bylaws. The committee is made up of the President, who acts as Chair, President-Elect, Immediate Past-President, Treasurer, six Vice-Presidents, Chairs of the Councils, Chair of the Water Research Foundation, and the Chief Executive Officer, who serves as secretary.
The President is the chief elected officer of the Association and presides at all board and executive committee meetings and at the general session of the annual conference. He/she accedes to office for a term of one year, after serving as President-Elect. An additional year is served as Immediate Past President. At each winter board meeting, the board electors elect a President-Elect, Vice-Presidents to fill any vacancies, and one or two Directors-at-Large. Each fourth year, a Treasurer, nominated by the Executive Committee, is confirmed by the board. The Presidential officers are the President, President-Elect, and Immediate Past-President.
AWWA is organized to permit its members and staff to coordinate their efforts in the fields of science and technology, education, public information, government affairs and other key areas of involvement. The Association has grown from the 22 men who organized it in March 1881, when the United States contained less than 1,000 public water supply systems, to its present membership of more than 50,000. AWWA is comprised of 43 sections. Each section functions under the provisions of its own bylaws and selects its own officers. Every section holds at least one meeting a year, attended by anywhere from 250 to more than 2,000 members and interested parties, at which papers are presented, information and ideas exchanged, committees convened and (sometimes) products exhibited. This and the many other section activities are for the purpose of improving water utility operation, management and design.AWWA activities also develop through the efforts of various councils, divisions and committees. All of the divisions and most of the 250-plus working committees carry out their assigned projects under the direction of the Association's six councils. Other committees that report directly to the board are classified as standing committees; administrative and ad hoc committees may report to the Executive Committee or an Association council.
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.
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 periodicals to keep members up-to-date on the latest information.
A monthly publication, both in print and online, focusing on effective operation and maintenance of water supply treatment and distribution system facilities.
Governance, Council and Committee Organization Chart
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:
Sewage & Water Board, New Orleans, La.
Article I - Offices and Fiscal Year
Section 1.01. Registered Office and Agent
The Association shall continuously maintain a registered office and registered agent in the State of Illinois.
Section 1.02. Other Offices
The Association may also have offices at such other places within or without the State of Illinois as the Board of Directors may from time to time establish or the business of the Association requires.
Section 1.03. Fiscal Year
The fiscal year of the Association shall be the calendar year.
Article II - Membership
Section 2.01. Membership Qualifications
The Board of Directors has determined all members shall have a recognizable interest in the furtherance of the objectives of the Association as set forth in the Articles of Incorporation of the Association, and shall carry on their business or profession in a fully ethical manner and in conformity with generally accepted principles of conduct.
Section 2.02. Association Members
The Association Members shall consist of:
(1) Individual Members, which may be divided into such classes, with qualifications, rights, and obligations of each class, as determined by the Executive Committee; and
(2) Organization Members, which may be divided into such classes, with qualifications, rights, and obligations of each class, as determined by the Executive Committee.
Section 2.03. Procedures
Policies and procedures for the admission and termination of Association Members shall be as approved by the Executive Committee. The Executive Committee may levy dues and fees upon the Association Members in such amounts and for such periods and may make regulations necessary to enforce the collection of such dues and fees, including provisions for the termination of membership for nonpayment of such dues and fees. Association Members may not transfer their membership or any rights arising therefrom.
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.
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.
Article IV - 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. The President-Elect will serve on the appointing committee for Board Committees and Councils, and on the Water Utility Council.
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 provide effective oversight of financial condition and promote best financial practices of the Association. The Treasurer shall perform all duties incident to the office of treasurer of a corporation. The Treasurer is authorized to act on behalf of the Association on financial matters pursuant to the authorization by the Board of Directors, Executive Committee or the Finance Committee. In addition, the Treasurer shall in regular intervals or whenever so required, provide the Board of Directors with financial reports and updates of the Association's financial status.
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.
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 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 a 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 Chief Executive Officer shall appoint the Deputy Chief Executive Officer with the approval of the Executive Committee. The Deputy Chief Executive Officer shall act for and as the Chief Executive Officer as needed.
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 Executive Committee.
Article VI - Indemnification
Section 6.01. Indemnification
The Association shall indemnify any and all of its Eligible Persons as defined below against expenses (including attorney's fees and expenses), judgments, fines and amounts paid in settlement to the maximum extent and in all possible capacities or instances permitted by Section 108.75 of the Illinois General Not for Profit Corporation Act of 1986 (or the corresponding provision of a successor statute). Eligible Persons for the purposes of all of this Article VI shall mean all persons permitted to be indemnified pursuant to Section 108.75 of the Illinois General Not for Profit Corporation Act of 1986 (or the corresponding provision of a successor statute) including but not limited to past, present and future Directors, Officers, employees and agents. Agents of the Association shall include, without limitation, persons acting in the following capacities who are not otherwise indemnified as Directors, Officers, or employees of the Association: (1) all members of the administrative, standing, working, and ad hoc committees serving under the Association’s Executive Committee; (2) all members of the Association’s councils and divisions and their standing, working, and ad hoc committees; (3) all Section staff, Officers and trustees, including district and regional Officers; and (4) all members of Section councils, divisions, and standing, working, and ad hoc committees. It is the intention of the Association that anyone acting on behalf of the Association be given all of the legally permissible protections available as an agent under this Article VI.
Section 6.02. Insurance
The Association may purchase and maintain insurance on behalf of any and all of its Eligible Persons, including any Eligible Person who has served at its request as a Director, Officer, or agent of another entity or organization, against any judgments, fines, amounts paid in settlement or expenses (including attorney's fees and expenses) actually and necessarily incurred by them in connection with any proceeding in which they, or any of them, are made or threatened to be made parties by reason of having been acting in any duly authorized capacity for the Association, directly or indirectly.
Article VII - Amendment of Bylaws
Section 7.01. Amendment of Bylaws
These Bylaws may be altered, amended, or repealed, or new Bylaws may be adopted, by the vote of two-thirds of the Board of Directors of the Association in office at any duly organized regular or special meeting of Directors. The Directors shall have two weeks to review proposed changes prior to taking action. The notice for such meeting must state that proposed amendments to the Bylaws will be considered.
Article VIII - Sections
Section 8.01. Sections
Sections may be established, upon authorization of the Board of Directors, as separately incorporated affiliates of the Association, pursuant to such procedures, guidelines, and other requirements as are adopted by the Executive Committee. The membership of Sections shall consist only of members of the Association in good standing.
Financial Statements and Supplementary Information - Years Ended Dec. 31, 2017 and 2016
Signature _____________________________ Date:________________________
Name (printed) _________________________