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As approved by the AWWA Board of Directors (June 15, 2000)
ARTICLE I - NAME
The name of this organization shall be the MISSOURI SECTION, Inc. of the
American Water Works Association (hereinafter the "Section").
The American Water Works Association shall hereinafter be referred to as
the "Association".
ARTICLE II - OBJECTIVES
The objectives of this Section shall be: to advance the knowledge of the
design, construction, operation, and management of water utilities; to
consider and deal with the problems involved in the production and
distribution of safe and adequate water supplies; to promote satisfactory
relationships with the consuming public; to give proper consideration to
and express opinions upon practices which will enable the water industry
to render the best possible service to the public; to do those things
necessary and proper for the accomplishment of the objectives herein set
forth, all of which shall be consistent with the public interest, with the
interest of the public water supply field, and with the AWWA Articles of
Incorporation.
ARTICLE III –– HEADQUARTERS AND OPERATIONS
3.1 The headquarters of the Section shall be at the office of the
Secretary-Treasurer of the Section, unless otherwise designated by the
Section Board of Trustees.
3.2 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 Bylaws.
ARTICLE IV - MEMBERSHIP
4.1 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 Missouri Section and those assigned to the Missouri
Section by the Executive Director of the American Water Works Association.
4.2 The geographic boundaries of the Missouri Section are defined as the
State of Missouri.
ARTICLE V –– ELIGIBILITY TO VOTE
5.1 All members of the Section in good standing, except multi-section
members, are eligible to vote.
5.2 Occasions where a vote of the membership is required include: the
election of Section officers and/or other members of the Section Board of
Trustees 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 Board of Trustees requires a
vote of the Section membership.
5.3 A vote of the membership may be solicited by the Section Board of
Trustees using letter ballots. A quorum shall consist of the number of
ballots returned in the prescribed time and results shall be determined by
simple majority unless specific otherwise in these Bylaws. The
Secretary-Treasurer shall employ a process to secure the eligibility of
returned ballots without violating the secrecy of the ballot.
ARTICLE VI –– SECTION FINANCES
6.1 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.
6.2 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
Association.
6.3 Financial Controls: All Section finances shall be managed in accord
with these Bylaws, the Section’’s Policies and Procedures, the Bylaws
and Governing Documents of the Association, and all applicable financial
rules and regulations of the country and province or state in which the
Section operates. The Section shall conduct, every third year, an
independent audit of all Section finances. The independent audit shall be
conducted by a qualified financial advisor who is neither an employee of
the Section nor member of the Section Board of Trustees. In years not
having an independent audit, the Section Audit Committee shall conduct an
internal audit.
ARTICLE VII –– SECTION GOVERNANCE
7.1 Authority and Purpose of the Section Board of Trustees
7.1.1 The Section Board of Trustees shall be entitled to govern the
operation of the Section to not be inconsistent with the Articles of
Incorporation, Bylaws, and Governing Documents of the Association.
7.2 Members and Structure of the Section Board of Trustees
7.2.1 The Section shall have a governing board consisting of a Chair,
Vice-Chair, Chair-Elect, Past-Chair, Director, six (6) Trustees,
Secretary-Treasurer, and Assistant Secretary-Treasurer.
7.3 Eligibility to Serve on Section Board of Trustees
7.3.1 Any member of the Section, except a multi-section member, shall be
eligible to hold elective office in the Section.
7.3.2 Two or more offices may not be held by the same individual.
7.4 Nominations for Members of the Section Board of Trustees
7.4.1 The Section shall conduct an appropriate nomination and election
process for the following members of the Section Board of Trustees:
Vice-Chair, Director, Trustees, Secretary-Treasurer, and Assistant
Secretary-Treasurer. The Chair-Elect shall automatically succeed the Chair
and the Vice-Chair shall automatically succeed the Chair-Elect.
7.4.2 The Director shall be nominated and elected in a manner consistent
with Article III of the Bylaws of the Association. A Section Director
Nominating Committee shall consist of the current Director (who shall be
Director Nominating Committee Chair) and the two (2) most immediate
available Past Directors. The Section Director Nominating Committee shall
nominate at least one member for the office of Director.
7.4.3 For all elected positions other than Director, an Officer Nominating
Committee shall consist of the immediate Past-Chair (who shall be Officer
Nominating Committee Chair) and the next two (2) most immediate available
Past-Chairs. The Officer Nominating Committee shall nominate at least one
member for each office to be filled other than Director. It shall be the
goal of the Officer Nomination Committee to attempt to achieve an
equitable geographic distribution of the members of the Section Board of
Trustees. The persons eligible for nomination to Vice-Chair or higher
shall have or will have completed a term of office as Trustee,
Secretary-Treasurer, or Assistant Secretary-Treasurer prior to being
elected.
7.4.4 Each nominating committee shall present the nominations to the
Secretary-Treasurer not less than sixty (60) days prior to the first day
of the next annual conference.
7.4.5 The Secretary-Treasurer shall announce the selections of each
nominating committee to the membership not less than thirty (30) days
prior to the first day of the Section’’s next annual conference.
Announcement may be by publication in the Show-Me Newsletter or by
separate mailing to each member.
7.4.6 Nominations may also be made by written petition or from the floor.
Written petitions shall be signed by at least ten (10) members of the
Section who are in good standing and submitted to the Secretary-Treasurer.
Nominations from the floor must be endorsed by ten (10) members who are
present.
7.5 Election of Members of the Section Board of Trustees
7.5.1 Members of the Section Board of Trustees will be elected during the
annual business meeting of the Section. The voting shall be in accordance
with these Bylaws and the Bylaws and Governing Documents of AWWA.
7.5.2 A quorum shall consist of the number of Section members eligible to
vote, attending the annual business meeting of the Section.
7.5.3 The Chair shall conduct elections by voice or by ballot. The winners
shall be determined by simple majority or by the person receiving the most
votes.
7.6 Terms of Office for Section Board of Trustees
7.6.1 The Director shall be elected for a term of three (3) years or as
otherwise required by the Bylaws of the American Water Works Association.
7.6.2 The term of the Chair, Vice-Chair, Chair-Elect, Past-Chair,
Secretary-Treasurer, and Assistant Secretary-Treasurer shall be one (1)
year. These terms shall commence following the turning over of the gavel
of office during the Section Annual Conference at which they are elected
or succeed to office, and shall terminate at the turning over of the gavel
of office at the Annual Conference at which their term expires.
7.6.3 The term of office of a Trustee shall be three (3) years. There are
six (6) Trustees with two (2) to be elected each year.
7.6.4 None of the officers shall succeed themselves in the same capacity
except the Secretary-Treasurer and Assistant Secretary-Treasurer.
7.7 Vacancies on Section Board of Trustees
7.7.1 In the case of a vacancy in the office of the Director, a successor
to serve for the remainder of the term shall be selected as prescribed in
the Bylaws of the American Water Works Association. The Section Chair or
Secretary-Treasurer shall notify the Executive Director of the Association
of such selection.
7.7.2 In the case of a vacancy in the office of the Chair, Vice-Chair,
Chair-Elect, Trustee, Secretary-Treasurer, and Assistant
Secretary-Treasurer, the Section Board of Trustees may appoint a suitable
replacement to complete the term of the vacant position or nominate one or
more qualified members and conduct a letter ballot of the Section
membership per Article 5.3.
7.8 Duties of Section Board of Trustees
7.8.1 The Section Board of Trustees shall be the governing body of the
Section and shall have the power to act on behalf of the Section between
annual meetings. All questions coming before the Board shall be decided by
a majority vote at a duly called meeting. Any matter that requires action
by the Section Board of Trustees at a time not conveniently related to a
regular or called meeting shall be submitted to it for approval by letter
ballot, e-mail, fax, or conference call and shall be decided by a majority
vote. A majority of the elected Board shall constitute a quorum (seven (7)
members, one (1) of which shall be the Chair, Vice-Chair, or Chair-Elect).
7.8.2 The duties of the Chair shall be to supervise and coordinate all the
affairs of the Section and preside at all meetings of the Section and of
the Section Board of Trustees. The Chair shall appoint all committee
chairs of the Section, except as may be otherwise specifically provided
herein or directed by the Section Board of Trustees.
7.8.3 The Chair-Elect shall perform the duties of the Chair in the latter’’s
absence, together with such other regular duties as may be assigned by the
Chair or the Section Board of Trustees. The Chair-Elect shall serve as
Chair of the Budget Committee and shall serve as a member of the Water
Utility Council.
7.8.4 The Vice-Chair shall serve as Program Chair for the annual meeting
held during their term and shall perform the duties of the Chair or
Chair-Elect in their absence, as well as such other regular duties as may
be assigned by the Chair or the Section Board of Trustees.
7.8.5 The Secretary-Treasurer shall attend all meetings of the Section and
of the Section Board of Trustees, duly recording the proceedings, and see
that all monies due the Section are collected and promptly deposited to
the credit of the Section in a depository which has been approved by the
Section Board of Trustees. The Secretary-Treasurer shall perform all the
duties laid down by the Bylaws of the American Water Works Association,
and such other duties as the Section Board of Trustees may direct.
7.8.6 The Assistant Secretary-Treasurer shall perform the duties of the
Secretary-Treasurer in their absence and such other duties as the Section
Board of Trustees may direct and such duties as assigned by the
Secretary-Treasurer relating to the Secretary-Treasurer’’s duties. The
Assistant Secretary-Treasurer shall be responsible for the Section
newsletter and other bulletins.
7.8.7 The six (6) Trustees shall take part in all actions of the Section
Board of Trustees, and each Trustee shall have equal voting power with
that of every other member of the Section Board of Trustees. The Chair may
assign each Trustee specific committee responsibility either as an
ex-officio member or as a chair of the committee to ensure liaison between
the Board and the committee.
7.8.8 The Director shall be a member of the Section’’s Board of
Trustees and the American Water Works Association’’s Board of
Directors in accordance with the provisions of the Articles of
Incorporation, Bylaws and Governing Documents of the American Water Works
Association. The director shall represent each one of these bodies in the
deliberations of the other and shall act to coordinate the unity of their
actions. In the event the Director is unable to attend a given AWWA Board
of Directors’’ meeting, an alternate may be sent as the Section’’s
representative. The designated alternate shall be subject to all duties,
responsibilities, and restrictions of the elected Director as provided in
these Bylaws and the Association’’s Governing Documents and shall be
entitled to all privileges described therein for the meeting at which they
serve as alternate. Alternates for Directors representing Sections shall
be the most recent Past-Director available, except at the annual
conference meeting when the Section may designate the Director-Elect as
alternate in the year they are to assume the office of Director.
7.8.9 The Past-Chair shall take part in all the actions of the Section
Board of Trustees and shall have equal voting power with that of every
other member of the Section Board of Trustees. The Past-Chair shall be the
Chair of the Officer Nominating Committee and may be assigned by the Chair
specific committee responsibilities, either as an ex-officio member or as
Chair of the committee.
ARTICLE VIII –– MEETINGS
8.1 The Section Board of Trustees shall meet regularly to conduct the
business of the Section. One meeting shall be at the time of the annual
conference of the Section, one meeting at midyear, and at such times as
the Chair or a majority of the Section Board of Trustees deems necessary.
8.2 The Section itself shall hold at least one business meeting a year to
elect officers and conduct other business as may be necessary.
8.3 For the purpose of achieving the objectives of the Association and the
Section, the Section is expected to hold an annual conference at which
technical papers are presented and water supply industry issues are
discussed. The location of such a conference is determined by the Section.
8.4 There shall be an effort to prevent the conflict of meeting dates with
the meetings of other sections and to encourage joint meetings with
adjoining sections.
8.5 Meetings shall be conducted generally in accordance with the latest
edition of "Roberts Rules of Order."
ARTICLE IX –– COMMITTEES
9.1 The Section Chair and/or Section Board of Trustees may establish
committees to conduct Association and Section programs and business, and
may dissolve committees.
9.2 Committees shall be established and shall convene in accordance with
the Section policies and procedures as published in the Administrative
Guidelines.
ARTICLE X –– ESTABLISHING DISTRICTS (SUBSECTIONS)
10.1 For ease of organization, the Section Board of Trustees may divide
the Section into subsections (districts) that are still governed by the
Section Board of Trustees without the approval of the AWWA Board of
Directors.
ARTICLE XI –– AMENDMENTS TO SECTION BYLAWS
11.1 Amendments to these Bylaws may be proposed by either an affirmative
vote of two-thirds of the members of the Section Board of Trustees, or by
written petition signed by ten (1) percent of the eligible voting members
of the Section. All such proposals shall be submitted to the
Secretary-Treasurer who will bring the proposal to the attention of the
Section Board of Trustees.
11.2 These Bylaws may be amended at any annual business meeting of the
Section by a majority vote of eligible voting members present at the
meeting, provided however, that all members shall have written notice at
least 30 days in advance in which to consider the proposed amendment(s)
prior to voting upon it.
11.3 At the discretion of the Section Board of Trustees, the Bylaws may
also be amended by a letter ballot, with an affirmative vote of a majority
of the ballots returned by eligible voting members. All eligible voting
member shall be provided a copy of the proposed amendment(s) with the
mailed ballot, and shall be given at least 30 days to return the ballot.
11.4 If the amendment(s) are approved by the Section membership, the
Secretary-Treasurer shall submit the amendment(s) to the Executive
Director of the Association for approval by the AWWA Board of Directors.
11.5 Corrections deemed insubstantial (grammar, punctuation) may be made
at the discretion of the AWWA Board. The Section Board will be advised of
these corrections and may call for a vote of the Section.
11.6 Amendment(s) shall be effective only after receiving notice from the
AWWA Executive Director that the amendment(s) have been approved by the
AWWA Board of Directors.
ARTICLE XII - DISSOLUTION
12.1 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.
12.2 The balance of the Section funds or property shall be disposed of by
transfer and distribution to any one or more corporations, funds or
foundations with like purposes or goals that is organized and operated in
an area included in an AWWA Section, hereinafter referred to as the
"receiving organization."
12.3 The following shall be characteristics of the receiving organization:
1. that it be operated exclusively for scientific or
educational purposes;
2. that no part of the net earnings of which inures to
the benefit of any private shareholders or individual;
3. that no substantial part of the activities of which
is carrying on propaganda or otherwise attempting to influence
legislation; and
4. that it does 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 United States Internal Revenue
Code, as they now exist or as they may hereafter be amended.
12.4 Any such receiving organization(s) shall be selected by vote of the
majority of the members of the Section at a meeting called for this
purpose. If for any reasons such disposition cannot be effected, then such
funds shall be so distributed pursuant to the order, judgment, or decree
of a court having jurisdiction over the assets and property of the
section.
ARTICLE XIII –– INDEMNIFICATION
13.1 Indemnification is provided by the Association as described in the
Association Bylaws, Article VI, Section 6.01.
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