(As Approved by AWWA Board of Directors, June 13, 2004ARTICLE I. NAME
The name of this organization shall be the Indiana Section American Water Works Association, Inc., hereinafter referred to as the Section.
ARTICLE II. OBJECTIVE
The objective of the Section shall be the advancement and dissemination of knowledge and the improvement of practice in the design, construction, operation, and management of water works in all matters relating to the production and distribution of safe, potable drinking water in accordance with the American Water Works Association Articles of Incorporation.
ARTICLE III. MEMBERSHIP AND ELIGIBILITY TO VOTE
1. The membership of the Section shall consist of those members of the American Water Works Association residing in or having principal business activity in the Indiana Section and those assigned to this Indiana Section by the Executive Director of the American Water Works Association.
2. The geographic boundaries of the Section are defined as the State of Indiana.
3. All members of the Section, in good standing, except multi-section members, are eligible to vote. Multi-section members shall have the right to vote only in their primary section.
4. Occasions where a vote of the membership is required include: the election of Section officers and/or other members of the Section Executive Board as described herein; approval of a proposed amendment of these bylaws; approval of a special dues assessment of the Section membership; or in any other event for which the Section Executive Board requires a vote of the Section membership.
ARTICLE IV. HEADQUARTERS, OPERATION, AND FINANCES
1. The headquarters of the Section shall be that of Section staff, unless otherwise designated by the Executive Board.
2. All matters pertaining to the operation of the Section shall be in accordance with the Articles of Incorporation, Bylaws, and Governing Documents of the American Water Works Association, and with these Section bylaws.
3. Dues: Dues shall be assessed against members as required for membership in AWWA. The section may, in accordance with the procedures defined in the Governing Documents and established guidelines of AWWA, apply for permission to levy a section dues assessment. The section assessment would be levied annually at the time of membership renewal, and the revenue collected would be used to increase the funds available for section uses consistent with AWWA objectives and policies. Once approved, changes in a section assessment can be authorized by a vote of the Section Board of Trustees for submission to and approval by the AWWA Board of Directors.
4. Fees: The Section reserves the right to collect fees for Section activities and events, as appropriate (e.g., registration fees for annual meetings, teleconferences, and other educational programs). Such fees will be established in accordance with these bylaws, the policies and procedures of the Section, and the Governing Documents and Bylaws of the American Water Works Association.
5. Financial Controls: All section finances shall be managed in accordance with the bylaws, the Section's policies and procedures, the Bylaws and Governing Documents of the American Water Works Association, and all applicable financial rules and regulations of the State of Indiana. The Section shall conduct, on an annual basis, an independent audit or review of all Section finances. The audit or review shall be conducted by a qualified financial advisor who is neither an employee of the Section, nor a member of the Section Executive Board.
ARTICLE V. OFFICERS
1. The officers of the Section shall be as follows:
e. Representative on the American Water Works Association's Board of Directors,
hereinafter called the Director
f. Assistant Secretary-Treasurer
2. The term of office of the Chair, Chair-Elect, Vice-Chair, Secretary-Treasurer, and Assistant Secretary-Treasurer shall be one year, or until a successor is chosen. The term of office of the Director shall be for three years or as otherwise provided for in the Bylaws of the American Water Works Association.
3. Any member of the Section shall be eligible to hold elective office in the section in accordance with the governing documents of the American Water Works Association.
4. Two or more offices may not be held by the same individual.
ARTICLE VI. DUTIES OF THE OFFICERS
1. The duties of the Chair shall be to supervise and coordinate the affairs of the Section and of the Executive Board. He shall appoint all committees of the Section, except as may be otherwise specifically provided herein or directed by the Executive Board.
2. The Chair-Elect shall assist the Chair in the performance of his duties and act in his stead when required, and shall automatically accede to the office of Chair at the conclusion of the term of office of the current Chair.
3. The Vice-Chair shall assist the Chair and Chair-Elect in the performance of their duties and act in the position of Chair when required, together with such other regular duties as may be assigned to him by the Chair or the Executive Board. The Vice-Chair shall automatically accede to the office of Chair-Elect at the conclusion of the term of office of the current Chair-Elect.
4. The Secretary-Treasurer shall attend the meetings of the Section and of the Executive Board, duly recording the proceedings thereof. He shall perform all duties laid down in the Article of the Governing Documents of the American Water Works Association that refer to Sections and Section Secretary-Treasurers. The Secretary-Treasurer shall deposit promptly all funds received in one or more financial institutions that have been approved by the Executive Board, and shall promptly pay all bills and invoices for budgeted services, material, or equipment. No unbudgetedexpendituremaybemadewithoutpriorapprovaloftheExecutiveBoard. He shall prepare an annual report and shall make it available to the membership at the annual Section meeting, and shall perform such other duties as the Executive Board may direct.
5. The Assistant Secretary-Treasurer shall attend the meetings of the Section and of the Executive Board and shall perform the duties of the Secretary-Treasurer in his absence, together with such other duties as may be assigned to him by the Secretary-Treasurer or the Executive Board.
6. The Director shall be a member of the Section's Executive Board and of the American Water Works Association's Board of Directors in accordance with the provisions of the Articles, Bylaws, and Governing Documents of the American Water Works Association. He shall represent each one of those bodies in the deliberations of the other and shall act to coordinate and unify their actions. In the event a Director is unable to attend a given Board of Director's meeting, an alternate may be sent as his representative. The designated alternate shall be subject to all duties, responsibilities, and restrictions of the elected Director as provided in the Bylaws and the Governing Documents of the American Water Works Association and shall be entitled to all privileges described therein for the meeting at which he serves as an alternate. Alternates for Director shall be a past Director, Director-Elect, or a Section officer as designated by the Section Executive Board.
ARTICLE VII. THE EXECUTIVE BOARD
1. The officers named in Article V, together with the immediate available Past-Chair and five other members of the Section, one elected from each of the five Districts of the Section and designated as Trustees, shall constitute the Executive Board which shall be the governing body of the Section. The Past-Chair and the Trustees shall have voting rights equal to those of the elected officers. All newly elected officers and Trustees shall become members of the Executive Board at the first called meeting following the annual meeting. They shall serve for one year, or until a successor is chosen. In the event a Trustee is unable to attend a given Executive Board meeting, an alternate may be sent as his representative. The designated alternate shall be an officer from that district represented by the Trustee, either President, Vice-President, or Secretary-Treasurer of said district. The designated alternate shall have the same responsibilities and privileges as the Trustee for which he serves as alternate.
2. The Chair of the Section shall be Chair of the Executive Board, and the Chair-Elect, the Vice-Chair, the Secretary-Treasurer and the Assistant Secretary-Treasurer of the Section shall each likewise act in a similar capacity for the Executive Board.
3. Meetings of the Executive Board shall be called by the Chair on his own initiative or at the request of any three members of the Executive Board. The Executive Board shall hold at least three regular meetings during each calendar year.
4. A quorum of the Executive Board shall consist of a Chair and at least six members.
5. The Executive Board shall have general supervision over all of the affairs of the Section and shall be its legal representative in all matters except as this duty may be specifically delegated. The Executive Board shall prepare and promulgate as needed, and enforce for the conduct of the business of the Section, regulations not in conflict with the Section Bylaws or the Articles, Bylaws, and Governing Documents of the American Water Works Association, and shall amend the regulations as required.
6. Any unbudgeted expenditure proposed by a voting member, committee chair, or from the membership at the annual Section meeting business session shall receive prior approval of the Executive Board before being budgeted and/or paid.
ARTICLE VIII. ELECTION OF OFFICERS
1. The Nominating Committee shall consist of the following Section members: the Director, the Chair, the immediate Past-Chair, and the five (5) District Trustees. The Director shall serve as Chair of the Nominating Committee. Not less than three months prior to the annual Section meeting, the Nominating Committee Chair shall convene the Nominating Committee. Any member of the nominating committee who is a candidate for election as a section officer must excuse themselves from the Nominating Committee for that election. This committee shall nominate one member for each vacancy to be filled at the annual Section meeting and such nominations shall be announced by the Secretary-Treasurer to the membership 60 days prior to the annual Section meeting. This announcement shall be in either the Section newsletter or a separate letter to each member. Supplemental nominations may be made by written nomination submitted to the Secretary-Treasurer 30 days prior to the first day of the annual Section meeting, signed by atleast 10 members of the Section, and accompanied by a written letter from the nominee indicating not only his willingness to serve, but his ability to devote the time required to fulfill the duties of the office for which he is being nominated.
2. Officers shall be elected by a majority vote of the Indiana Section members in good standing, present and voting at the annual Section meeting business session. All meetings shall be conducted generally in accordance with Robert's Rules of Order, current revised edition.
3. Newly-elected officers shall be installed at the annual Section meeting immediately prior to the adjournment of the business meeting.
4. In case of a vacancy in any office other than that of Chair, Chair-Elect, or Trustee, the Executive Board may appoint a member to assume the duties of the office until a successor shall be chosen at the next regular election. In case of a vacancy in the office of Chair, the Chair-Elect may be designated by the Executive Board as permanent or acting Chair for the remainder of the unexpired term. If the Chair-Elect is designated permanent Chair, the office of Chair-Elect and Vice-Chair shall be considered vacancies at the next annual election. If designated acting Chair, the Chair-Elect would succeed to the office of Chair at the next election as provided in Article VI, Section 2. All other offices filled by acting appointments shall be considered vacancies at the next annual election. In case of a vacancy in one of the Trustee offices, the District's governing board shall select a replacement to fill the remainder of the unexpired term. .
ARTICLE IX. MEETINGS
1. The Section shall hold at least one general meeting in each calendar year.
2. The times and places of all meetings of the Section shall be fixed by the Executive Board or by a committee appointed by them, sUbject to the other provisions of this Article.
3. It shall be a fixed policy of this Section to endeavor to cooperate with other sections of the American Water Works Association to the end that the convenience of all members of the American Water Works Association may be suited as far as possible. To this end, there shall be effort put forth to prevent conflict of meetings with those of other sections or other meetings of a similar nature.
ARTICLE X. DISTRICTS
1. The counties of the State shall be portioned into five areas to be designated as Districts of the Section, namely, the Northwest, Northeast, Central, Southeast, and Southwest Districts.
2. Section members who reside in a District shall be members of that District.
3. Members of each District shall organize by the election of officers at an annual meeting in the fall of the year. The officers to be elected are:
d. Trustee to serve on the Section Executive Board for not more than three consecutive annual terms
4. The above officers constitute the governing body of the District and shall carry out the activities of the District.
5. The Districts may hold meetings at such times and places as will not conflict with activities of the Section, provided that one meeting shall be held in the fall of each year at which time officers are to be elected. The officers shall take office at that time, and serve for the following year.
6. The counties to be assigned to each District may be varied for good cause by action of the Section Executive Board. As originally constituted, the Districts shall be comprised of the following counties:
a. Northwest -Benton, Carroll, Cass, Fulton, Jasper, Lake, LaPorte, Marshall, Newton, Porter, Pulaski, SI. Joseph, Starke, White
b. Northeast -Adams, Allen, Blackford, DeKalb, Elkhart, Grant, Howard, Huntington, Jay, Kosciusko, LaGrange, Miami, Noble, Steuben, Wabash, Wells, Whitely
c. Central -Boone, Clinton, Delaware, Fountain, Hamilton, Hancock, Hendricks, Henry, Madison, Marion, Montgomery, Morgan, Parke, Putnam, Randolph, Tippecanoe, Tipton, Vermillion, Warren
d. Southeast -Bartholomew, Brown, Clark, Dearborn, Decatur, Fayette, Floyd, Franklin, Harrison, Jackson, Jefferson, Jennings, Johnson, Ohio, Ripley, Rush, Scott, Shelby, Switzerland, Union, Washington, Wayne
e. Southwest -Clay, Crawford, Daviess, Dubois, Gibson, Greene, Knox, Lawrence, Martin, Monroe, Orange, Owen, Perry, Pike, Posey, Spencer, Sullivan, Vanderburgh, Vigo, Warrick
ARTICLE XI. AMENDMENTS
1. Proposals for the amendment of these Bylaws may originate by a vote of the Executive Board, or by submission to the Secretary-Treasurer of a written petition signed by at least 10 members of the Section. Upon an amendment being proposed, these Bylaws may be amended by a two-thirds vote of the members of the Section present and voting at the annual Section meeting. All amendments shall be announced by the Secretary-Treasurer to the membership 30 days prior to the annual Section meeting.
2. Upon favorable action having been taken as to an amendment in the foregoing manner, the Secretary-Treasurer of the Section shall submit same to the Executive Director of the American Water Works Association for approval or disapproval by the Association's Board of Directors. Upon notification by the Association's Executive Director that the amendment has been approved by the Directors, it shall thereupon become effective.
ARTICLE XII. DISSOLUTION
1. In case of dissolution of the Section, such portions of the funds or property thereof in the hands of the Secretary-Treasurer as may have been derived from the general funds of the American Water Works Association shall be returned to the American Water Works Association.
2. The balance of the Section funds or property shall be disposed of by transfer and distribution to anyone or more corporations, funds, or foundations organized and operated in the United States of America exclusively for scientific or educational purposes, not part of the net earnings of which inures to the benefit of any private shareholders or individual and no substantial part of the activities of which is carrying on propaganda or otherwise attempting to influence legislation. Potential recipients shall not participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office. The receiving organization would then qualify under the provisions of Section 501 (c)(3) of the Internal Revenue Code, as they now exist or as they may hereafter be amended. Such recipient or recipients shall be selected by vote of the majority of Section members in good standing, present and voting at a meeting called for the purpose by mail notification to the membership at least 30 days prior to the meeting date. If for any reason disposition cannot thus be effected, such funds shall be so distributed to the order, judgment, or decree of a court having jurisdiction over the assets and property of the Section.