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Bylaws

 


BYLAWS

SOUTH DAKOTA SECTION

OF THE

AMERICAN WATER WORKS ASSOCIATION

(As approved by the AWWA Board of Directors, January 21, 2007)

 

ARTICLE I – NAME

The name of this organization shall be the "South Dakota Section" of the American Water Works Association, hereinafter referred to as the "Section." The American Water Works Association shall hereinafter be referred to as the "Association."

 

ARTICLE II – OBJECTIVE

The objectives of this Section are the same as that of the Association as stated in the Articles of Incorporation as follows:

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;

Advancing the knowledge of the problems involved in the development of resources, production, and distribution of safe and adequate water supplies;

Educating the public on the problems of water supply and promoting a spirit of cooperation between consumers and suppliers in solving these problems; and

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.

 

ARTICLE III – MEMBERSHIP

The membership of this Section shall consist of all the members of the Association residing in or having principal business activity in South Dakota, and those assigned to the Section by the Executive Director of the Association. The boundaries of the Section shall be the boundaries of the State of South Dakota.

 

ARTICLE IV – HEADQUARTERS

The headquarters of this Section shall be at the office of the Secretary-Treasurer, except as some other location may be specifically designated by the governing body.

 

 

ARTICLE V – GOVERNING BODY

1. The governing body of the Section shall be the officers and council chairs, hereinafter called the "Executive Board."

2. The Executive Board shall consist of the following:

a. A Chair

                                        b. A Chair-Elect

                                        c. A Past-Chair, who shall be the last living Past-Chair of the Section

A Secretary-Treasurer

A Representative on the parent Association's Board of Directors, hereinafter called the "Director"

The Technical and Education Council Chair

The Administrative and Policy Council Chair

The Public Affairs Council Chair

The Water Utility Council Chair

3. 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, and shall execute Section business according to the Articles of Incorporation and Governing Documents of the Association, and the adopted Bylaws and Regulations of the Section.

4. The office of Chair and Chair-Elect shall be filled by a person who has served on the Executive Board of this Section.

5. The term of office of the Chair, Chair-Elect, Past-Chair, Secretary-Treasurer, Technical and Education Council Chair, Administrative and Policy Council Chair, Public Affairs Council Chair, and Water Utility Council Chair shall be approximately one year. Terms shall begin and end at the close of the annual business meeting, or until a successor is chosen. The Director shall be elected for a term of three (3) years or as otherwise required by the Bylaws of the Association. The Chair-Elect serves one year in that position and then is nominated for accession by election to the Chair position as outlined in Article VI. The Secretary-Treasurer, Technical and Education Council Chair, Administrative and Policy Council Chair, Public Affairs Council Chair, and Water Utility Council Chair must be elected each year and can serve in that position for more than one year. Any member of the Section, except a multi-section member, shall be eligible to hold elective office in the Section. A candidate for the office of Director shall have served as Chair of the Section.

 

ARTICLE VI – THE EXECUTIVE BOARD

1. The Chair shall supervise and coordinate all of the affairs of the Section.  So far as possible, the Chair shall preside at all meetings of the Section. The Chair shall appoint all committees, with Executive Board approval, except as may be otherwise directed by the Executive Board.

2. The Chair-Elect shall assist the Chair in the performance of his/her duties and shall perform the duties of the Chair in the absence of the Chair. The Chair-Elect shall be nominated to the office of Chair at the conclusion of the term of office of the then Chair.

3. The Secretary-Treasurer shall attend all meetings of the Section and duly record the proceedings thereof.  He/she shall be custodian of Section monies, promptly deposit all funds received by the Section, and prudently invest any idle funds of the Section in an insured account in the Section’s name. He/she shall keep record of revenues and expenditures according to generally accepted accounting practices and all applicable state and federal laws. He/she shall perform the duties specified for the office of the Secretary-Treasurer in the Governing Documents of the Association.  He/she shall perform such other duties as the Executive Board may direct. The Secretary-Treasurer shall cooperate with annual in-house or independent audits as scheduled by the Executive Board.

4. The Director shall represent the Association and the Section, and in the deliberations of the other, shall act to coordinate and unify their actions.

5. The most recent Past-Chair shall perform duties assigned by the Executive Board, shall act as advisor to the other Board members, and shall serve as Chair of the Nominating Committee, consisting of at least three (3) members of the Section.

6. The Chair of the Technical and Education Council shall supervise and coordinate the activities of the Technical and Education Council, so far as possible, preside at all meetings of the Technical and Education Council, and serve as the liaison between the Council and other members of the Executive Board.

7. The chair of the Administrative and Policy Council shall supervise and coordinate the activities of the Administrative and Policy Council, so far as possible, preside at all meetings of the Administrative and Policy Council, and serve as the liaison between the Council and other members of the Executive Board.

8. The Chair of the Public Affairs Council shall supervise and coordinate the activities of the Public Affairs Council, so far as possible, preside at all meetings of the Public Affairs Council, and serve as the liaison between the Council and other members of the Executive Board.

9. The Chair of the Water Utility Council shall supervise and coordinate the activities of the Water Utility Council, so far as possible, preside at all meetings of the Water Utility Council, and serve as the liaison between the Council and other members of the Executive Board.

10. A quorum of the Executive Board shall consist of at least five (5) of its members.

 

ARTICLE VII – ELECTION OF OFFICERS

1. The nominating committee, comprised of the individuals listed in Article VI, Section 5 of these Bylaws, shall place in nomination at the annual meeting at least one eligible candidate for each of the offices to be filled.  Other nominations may also be made and received from members of the Section from the floor.  From these nominees, the new Board members shall then be immediately elected by vote of the Section members present or by ballot as determined by the Chair. All members of the Section in good standing are eligible to vote, with the exception of multi-section members.

2. Should any Executive Board member of the Section be unable to complete the term of office for which he/she has been elected, the other Executive Board members of the Section may:

a. appoint a qualified member of the Section to fill the vacancy or at their discretion;

b. nominate one (1) or more qualified members of the Section for the office and conduct a letter ballot of all Section members, except multi-section members, to determine the choice of the Section membership.

3. A member of the Executive Board may be removed from office by a two-thirds majority vote of the Executive Board.

 

ARTICLE VIII – MEETINGS OF THE SECTION

1. Meetings of the Executive Board shall be called by the Chair or at the request of three (3) or more members of the Board.  There shall be at least one (1) meeting of the Section per 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.

3. It is a policy of this Section to cooperate with other Sections of the American Water Works Association.  To this end there shall be effort to prevent the conflict of meeting dates with those of other Sections.  Joint meetings with contiguous Sections and with the South Dakota Water and Wastewater Association, and the Water Environment Federation are encouraged. The policy of the American Water Works Association as stated in Article XI, Section 11.7 of their bylaws shall be followed as closely as possible.

 

ARTICLE IX – AMENDMENTS

1. Proposals for the amendment of these Bylaws may originate by a two-thirds majority vote of the Executive Board or through the submission to the Secretary-Treasurer of a written petition signed by at least ten (10) members of the Section.  Upon an amendment being proposed in either of these two manners, the Secretary-Treasurer shall furnish each member with a copy of the proposed amendment.  The proposed amendment shall be voted upon by the members at the next annual meeting in a manner similar to that provided for the election of officers (Article VII), or may at the discretion of the Executive Board be voted upon by letter ballot.  All members shall have at least thirty (30) days in which to consider the proposed amendment prior to a vote. Multi-section members are not allowed to vote on these changes.

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 Association for approval or disapproval by the Association's Board of Directors.  An approved amendment shall become effective upon notification of the Association's Executive Director.

 

ARTICLE X – 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 Association, shall be returned to the Association.

2. The balance of the Section funds or property shall be disposed of by transfer and distribution to any one (1) 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.”

The following shall be characteristic of the receiving organization:

a. That it be operated exclusively for scientific or educational purposes;

b. That no part of the net earnings of which inures to the benefit of any private shareholders or individual;

c. That no substantial part of the activities of which is carrying on propaganda or otherwise attempting to influence legislation; and

d. 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.

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 reason 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.

  • ADOPTED: April 22, 1960

  • AMENDED: September 16, 1971 (Article V, Section 1, creating the office of Chairman-Elect.)

  • AMENDED: March 3, 1976 (Semantic changes approved by Board of Directors, AWWA.  Eliminates reference to "Constitution." "Director" is changed to "International Director." Conforms to newly approved articles, Bylaws, and Governing Documents, AWWA.)

  • AMENDED: September 12, 1985 (Semantic changes approved by Board of Directors, AWWA.  Redesignates title of the governing body.  Creates the office of Trustee and defines authority.  Adds duties of Past-Chairman.  Establishes qualifica­tions for International Director.  Conforms dissolution to the Articles of Incorporation, Bylaws, and Governing Documents, AWWA.)

  • AMENDED: September 10, 1997 (Semantic changes approved by Board of Directors, AWWA. Defines section boundaries. Removes gender inferences. Changes dates of officer terms and redefines eligibility for holding office and voting in elections. Changes "International Director" to "Director." Conforms dissolution to the Articles of Incorporation, Bylaws and Governing Documents, AWWA.)

  • AMENDED: September 14, 2000 (Semantic changes approved by Board of Directors, AWWA. Redefines the time frame when members of the Executive Board take office.)

  • AMENDED: September 13, 2001 (Semantic changes approved by Board of Directors, AWWA. Lists objectives as stated in the Section's Articles of Incorporation. Clarifies who is eligible to vote and hold office. Adds a procedure for removing a member of the Executive Board.)

  • AMENDED: January 21, 2007 (Administrative changes approved by the Board of Directors, AWWA. Eliminates the Vice-Chair and Trustee positions. Names the Chairs of the Technical and Education Council, the Administrative and Policy Council, the Public Affairs Council and the Water Industry Council as members of the Executive Board and establishes new election procedures.)

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