BYLAWS OF THE MICHIGAN SECTION of the AMERICAN WATER WORKS ASSOCIATION As Approved by the AWWA Board of Directors January , 2000   ARTICLE I NAME The name of this organization shall be the Michigan Section 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 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 and all matters relating to improving water service to the public, while improving their confidence in drinking water. ARTICLE III MEMBERSHIP The membership of the Section shall consist of all the members of the Association residing in or having a principal business activity in the State of Michigan or those assigned to the Section by the Executive Director of the Association. ARTICLE IV HEADQUARTERS & OPERATIONS The headquarters of the Section shall be at the office of the Secretary-Treasurer, except as some other location may be specifically designated by the Board of Trustees (hereinafter referred to as the "Board"). All matters pertaining to the operation of the Section shall be in accordance with the Articles of Incorporation, Bylaws, and Governing Documents of the Association and with these bylaws. ARTICLE V OFFICERS AND GOVERNING BOARD 1. The Officers of the Section shall be as follows: (a) Chair (b) Chair-Elect (c) Vice-Chair (d) Secretary-Treasurer (e) Director (f) Past-Chair (g) Six Trustees (h) Assistant Secretary-Treasurer (optional, non-voting member) 2. One of these officers (Section 1, a-g) should be (a) from the Upper Peninsula of Michigan and, (b) one should be either from the area of the Lower Peninsula north of Town Line Fifteen or (c) from any district, area, or community in the Lower Peninsula maintaining water service to a population under ten thousand persons at the last Federal Census. The representation of the officers should reflect the diverse membership of the section, including, but not limited to, geographical locations, membership categories, utility size, gender and ethnic origins. 3. The Board may, at its option, appoint an Assistant Secretary-Treasurer who will be a non-voting member of the Board. All other Board members shall have voting power equal with that of any other member of the Board 4. The above officers shall constitute a Board, hereinafter called the officers, which shall be the governing body of the Section. No officer shall serve in a dual capacity on the Board. All officers shall be members in good standing. 5. The Board shall execute Section business in accordance with the Bylaws, guide-lines and established policies of the Section and the Articles of Incorporation, Bylaws, and Governing Documents of the Association. 6. The term of office of the Chair, Chair-Elect, Vice-Chair, Secretary-Treasurer, Past-Chair and the Assistant Secretary-Treasurer shall be for approximately one year or until a successor is chosen. The term of office of the Director shall be as provided for in the Bylaws of the Association. The term of office of a Trustee shall be for three years, two Trustees to be elected at each annual meeting of the Section. 7. The Board shall also be given the power to create and dissolve committees as needed in order to carry out the business of the Section. ARTICLE VI DUTIES OF THE OFFICERS 1. The duties of the Chair shall be as specified in the "Michigan Section AWWA Handbook", including to coordinate the affairs of the Section, carry out the wishes of Board, and to appoint all committees chairs of the Section, except as may be otherwise specifically provided herein or directed by the Trustees. The Chair shall succeed to the office of Past Chair at the conclusion of the term of office as Chair. 2. The Chair-Elect shall assist the Chair and act in the absence of the Chair together with such other duties as may be assigned by the Chair or the Board, and shall succeed to the of-fice of Chair at the conclusion of the term of office of the Chair. 3. The Vice-Chair shall assist the Chair and Chair-Elect in the performance of their duties and act in the absence of the Chair and the Chair-Elect, together with such other duties as may be assigned by the Chair or the Board, and shall succeed to the office of Chair-Elect at the conclusion of the term of office of the Chair-Elect. 4. The Past-Chair shall be the most recent Past-Chair of the Section available to serve and shall take part in the action of the Board. 5. The Secretary-Treasurer shall attend the meetings of the Section and of the Board, and record the proceedings. The Secretary-Treasurer shall see that all money due to the Section is collected and promptly deposited to the credit of the Section in a depository approved by the Board. The Secretary-Treasurer shall perform the duties specified in Article IX of the Governing Documents of the Association and shall perform such other duties as the Officers may direct. 6. The Assistant Secretary-Treasurer shall perform the duties of the Secretary-Treasurer in the Secretary-Treasurer's absence, together with such other duties as may be assigned by the Secretary-Treasurer. 7. The Director shall be a member of the Section=s Board and of the Association=s Board of Directors in accordance with the provisions of the Bylaws of the Association. The Di-rector shall act to coordinate and unify the efforts of these two boards and shall represent the in-terests of the Michigan Section on the Association Board. 8. The six Trustees as provided for in Article V, Section 1(g) shall take part in the actions of the Board and shall each have equal voting power with that of every other member of the Board except the Assistant Secretary-Treasurer. 9. The Chair of the Section shall be Chair of the Board. The Chair-Elect, the Vice-Chair and the Secretary-Treasurer of the Section shall each hold the same office on the Board. 10. Meetings of the Officers shall be called by the Chair or at the request of any three members of the Board. The Board shall hold at leas four regular meetings during each cal-endar year. 11. A quorum of the Officers shall consist of at least five members, as listed in Article V, Section 1, (a) thru (h). 12. The 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 Officers shall prepare as needed, and enforce for the conduct of the business of the Section, guidelines not in conflict with these Bylaws or the Articles of Incorporation, Bylaws and Governing Documents of the Association, and shall amend them as required. ARTICLE VII ELECTION OF OFFICERS 1. Eligibility: Nominations for the Board shall be solicited from general membership. Self and peer nominations are both encouraged. A nominee for any office must be a mem-ber in good standing of the Michigan Section AWWA and may not be a student member or a multi section member. Nominations may also be made by written petition signed by at least ten members of the Section and submitted to the Secretary-Treasurer at least seven days prior to the beginning of the Annual Business Meeting. To become Director of the Michigan Section, the person nominated shall be a member in good standing and shall have previously held the position of Michigan Section Chair or shall have completed five (5) years as Secretary-Treasurer. Should no candidate meeting these criteria be available or willing to serve, the name and/or names of present or past members of the board which are in good standing shall be nominated and elected in accordance with article VIII-Election of Officers. 2. Nominating Committee: Not less than ninety days prior to the annual meeting of the Section, the Chair shall appoint a nominating committee of five members consisting of the incumbent Director, the incumbent Chair-Elect, the incumbent Vice-Chair and the two trustees serving the middle term of the normal three year term of service. The incumbent Director shall be Chair of the committee. 3. Process: The nominating committee shall report nomination of one or more members for each office to be filled to the Board allowing sufficient time for announcement of the nominations by the Secretary-Treasurer to the membership at least thirty days prior to the annual meeting. The announcement shall be in either the Michigan Water Works News or a separate letter to each member. Written notice of all nominations shall be made available for distribution to the membership at the registration desk and at the Annual Business Meeting prior to the election. The notice shall indicate which members were nominated by the nomination committee. Members will vote and the election shall be concluded during the Annual Business Meeting. All members in good standing of the Section, excluding multi section members, are eligible to vote in the election. 4. If more than one member is nominated for any one office, the election for that office shall be by written ballot at the Annual Business Meeting. If more than two members are nominated for any one office, a written ballot shall be taken and the nominee receiving the lowest number of votes shall be eliminated. A second ballot will then be taken. This process will be continued until two nominees remain. A final ballot shall be taken and the nominee receiving the highest number of votes shall be declared elected. This process shall be terminated at any time one candidate receives a majority of the votes cast. 5. Newly elected officers shall be installed prior to the adjournment of the Annual Meeting. 6. If a vacancy occurs in the office of Chair, Chair-Elect, or Vice-Chair, succession shall take place as required by Article VI Sections 2 and 3. The Board shall then appoint from the six trustees a trustee to serve as Vice-Chair until the next annual meeting at which time the office of Chair-Elect shall be filled by election. After the annual meeting the trustee so appointed, if not otherwise nominated for another office, may serve the remainder of the term of the trustee position to which the member was elected. When a trustee is appointed as described, the Board may also appoint a member to fill the vacated trustee position. A member so appointed may be nominated for trustee at the next election. 7. Should the position of Director become vacant in mid-term, the board shall appoint a member to fulfill the unexpired term in accordance with Article VIII, paragraph 1. The Section Chair or secretary-treasurer shall notify the Executive Director of the Association of such selection. 8. An officer may be removed from office by the Board if the officer fails to carry out the responsibilities of elected office as so determined by the Board. Removal may be accom-plished by a resolution supported by a minimum of seven members of the Board.   ARTICLE V11 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 Officers, or by a committee appointed by them, subject to the other provisions of this Article. 3. It shall be a policy of this Section to cooperate with other Sections of the Association for the convenience of all members of the Association. There shall be effort put forth to prevent the conflict of meeting dates with those of other Section meetings or of other meetings of similar nature. The holding of joint meetings with adjoining Sections or similar organizations shall be encouraged. ARTICLE IX AMENDMENTS 1. Proposals for the amendment of these Bylaws may originate by an affirmative majority vote of the Board of Trustees, or they may originate by the submission to the Secretary-Treasurer of a written petition signed by at least ten members in good standing. The Secretary-Treasurer shall notify all members of the proposed amendment at least thirty days prior to the annual meeting. 2. Proposals for amendment shall be voted on at the Annual Business Meeting or by ballot and, if approved by two-thirds vote of the members of the section present and voting, shall be submitted by the Secretary-Treasurer to the Executive Director of the Association. Such amendments shall be effective only after receiving notice from the Association Executive Director that the amendments have been approved by the Association Board of Directors. 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. After paying or making provision for payment of all debts and other liabilities of the Section, the balance of the Section funds or property shall be disposed of by transfer and distribution to any one or more corporation, funds or foundations organized and operated in the United States of America exclusively for scientific or educational purposes, no part of the net earnings of which inures to the benefit of any private shareholder or individual, nor substantial part of the activities of which is carrying on propaganda or otherwise attempting to influence legislation, and which does not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office, such recipient or recipients to 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, 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. 3. In the event of, and prior to, a dissolution of the Michigan Section, American Water Works Association, and in accordance with Article XII, paragraph 2, of the Bylaws, the Raymond J. Faust endowment shall be assigned to a public college of university in the State of Michigan with the intent that such institution would continue the endowment for scholarship purposes in accordance with paragraph 1.   ARTICLE XI INDEMNIFICATION 1. All Officer and any other official representatives of the Section shall be and they are hereby indemnified for expenses and costs incurred (including attorneys fees) by any of them in connection with any claim asserted against any of them by action in court or otherwise by reason of their service in such capacity. 2. Such indemnification will not apply for the aforementioned individuals in regard to matters to which they or any of them shall have been guilty of negligence or misconduct in respect to the matters in which indemnity is sought. 3. Indemnification is also provided by the Association as described in their bylaws, Article VI, Section 6.01. ARTICLE XII SPECIAL NOTE ON GENDER REFERENCE 1. Personal pronouns used in these Bylaws referring to either the masculine or feminine gender shall be considered interchangeable where applicable, and as the context requires or permits. ARTICLE XIII SECTION FINANCES 1. Dues: Dues shall be assessed against members as required for membership in the Association.. The section may, in accordance with the procedures defined in the Governing Doc-uments and established guidelines of the Association, apply for permission to levy a special dues assessment. The special assessment would be levied annually at the time of membership renewal, and the revenue collected would be used to increase funds available for the section uses consistent with Association objectives and policies. 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 (Michigan Section AWWA Handbook), and the Governing Documents and Bylaws of the Association. 3. Faust Scholarship: The scholarship endowment shall be maintained in an account separate from any other Section funds. The fund will be administered by the Section Secretary-Treasurer, and a financial report shall be presented at each annual Michigan Section business meeting.

 

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