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 Sections 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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