STANDARD BYLAWS FOR AWWA SECTIONS

April 2017

Following is a set of standard bylaws, which are intended for use by all AWWA Sections. They
should be the starting point for any Section whenever it is making changes to Section bylaws.
The language used in these standard Section bylaws has been drafted to ensure consistency with
the requirements of AWWA’s Articles of Incorporation, Bylaws, Board Policy Manual and the
Affiliation Agreement (together, the “AWWA Documents”).

By providing these standard bylaws, AWWA is trying to help Sections make revisions to bylaws
in the easiest, most direct, and least time-consuming manner. Contact your Section’s Section
Relationship Manager prior to beginning any process that could lead to the Section making
changes to the bylaws. The Section Relationship Manager can share with you the process of
review that is required at AWWA before final review and approval by AWWA’s Board of Directors.

Certain provisions of these Section bylaws are required to be stated in a specific manner. Others
may not be required to obtain AWWA approval, though it could vary based on an individual
Section’s unique circumstances. Typically, the mandatory provisions are critical to defining the
link between AWWA and the Section, and come directly from the official documents of the
Association. In those cases, the Sections are expected to incorporate the language as printed. In
other cases, the specific language used is not as important as the overall intent so the Sections
have more latitude to incorporate their own words so long as they are consistent with the AWWA
Documents.

All amendments to Section bylaws are subject to review and approval by the AWWA Board of
Directors. Sections may wish to establish a policies and procedures manual to address issues
unique to the Section. Changes in these policies and procedures can then be made by the
Section.

Any questions or proposed discrepancies from these standard Section bylaws should be
addressed early in the bylaws revision process. Sections are encouraged to contact their Section
Relationship Manager as early as possible in the revision process.

Note: For clarity, the term “Board of Trustees” is used to represent the Section governing body
throughout this document. This term should be replaced with the specific name of the
Section’s governing body, if it is not “Board of Trustees.”
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 CONTENTS OF STANDARD SECTION BYLAWS

The standard Section bylaws consist of the following items. Each of these items will be presented
as an "article" in the standard bylaws, except for the title. The order or sequence of the articles
presented here is not mandatory, and Sections may combine one or more of these articles or
create additional articles, as necessary. Importantly, the order of articles should be logical and
most efficient for the Section's use, and the content must be consistent with the standard bylaws,
as outlined and explained below.

 Title of Bylaws
 Name of Section
 Objectives
 Headquarters and Operations
 Membership
 Eligibility to Vote
 Section Finances
 Section Governance
 Meetings
 Committees
 Sub-Sections and Districts
 Bylaws Amendments
 Dissolution
 Indemnification
 Special Note on Gender Reference
 STANDARD SECTION BYLAWS

[ANNOTATED WITH EXPLANATIONS]

TITLE:

BYLAWS OF THE ______________ SECTION OF THE AMERICAN WATER WORKS

ASSOCIATION

Article I - NAME

Required Text:

1.1 The name of this organization shall be the ______________ Section of the
American Water Works Association (hereinafter the "Section"). American Water
Works Association may hereinafter be referred to as “AWWA” or the "Association."

Optional Text:

1.2 The Section’s geographic area is divided into subdivisions using the following
names:
_________ Sub-Section/District/Chapter/Region

Explanation:

 Sections with subdivisions, such as sub-Sections, districts, chapters, and regions,

should name them here.

 Sections that share offices or personnel or partner in operations with other

organizations should name the organization(s) in Article I, including an explanation of
the terms of the relationship(s). In such a case, specific procedures to avoid the use of
Association funds for the operations of other organizations is required and outlined in
the Affiliation Agreement. A description of these procedures must be included. Such
procedures would typically require separate financial records, separate bank accounts
and specifically enumerated methods for sharing costs, like office expenses.

Article II - OBJECTIVES

Required Text:

The objectives of this Section are to promote public health, safety, and welfare through the
improvement of the quality and quantity of water delivered to the public and the development
and furtherance of understanding of the problems relating thereto by:

a) 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;
b) advancing the knowledge of the problems involved in the development of resources,
production and distribution of safe and adequate water supplies;
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c) educating the public on the problems of water supply and promoting a spirit of
cooperation between consumers and suppliers in solving these problems; and
d) 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.

Explanation:

 This text is verbatim from the AWWA Articles of Incorporation.

 Sections may include additional text from the Section’s own Articles of Incorporation
that is consistent with AWWA text.

Article III - HEADQUARTERS AND OPERATIONS

Required Text:

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’s governing board (the
“Board of Trustees”).

3.2 These bylaws and all other matters pertaining to the operation of the Section shall
be construed to be consistent with the Articles of Incorporation, Bylaws, and Board
Policy Manual of the American Water Works Association and the Affiliation
Agreement entered into between the Section and Association (collectively, the
“AWWA Documents”). In the event of any conflict between these bylaws or the
policies and procedures of the Section and the AWWA Documents, the AWWA
Documents shall control.

Explanation:

 Though not required, it is generally accepted that the office of the secretary-treasurer is
the headquarters of the Section. This would ordinarily be the same as the address filed
with the Secretary of State/Provincial Secretary in the Section's place of incorporation
for legal service of process as well as anywhere else the Section needs to use a
physical address, such as for bank accounts or other financial services.

Article IV - MEMBERSHIP

Required Text:

4.1 The membership of the Section shall consist of those Members of the American
Water Works Association in good standing who reside in or have principal business
activity in the geographic boundaries of the Section, including Members with
primary membership in another Section (multi-Section Members) and those
assigned to the Section by the Chief Executive Officer of the American Water
Works Association (hereinafter, “Members”).

4.2 The geographic boundaries of the Section are defined as the State(s)/Province(s)
of _________________.
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Article V - VOTING BY MEMBERS

Required Text:

5.1 All Members of the Section in good standing, including multi-Section Members, are
eligible to vote. Each Member shall have one vote.

5.2 Occasions where a vote of the membership is required include: the election of
Section officers and/or other members of the 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
Board of Trustees, by resolution, requires a vote of the Section membership.

5.3 Except as otherwise specified in these bylaws, the required vote to approve any
matter put before the Members shall be a majority of the Members in good standing
on the date of the vote, provided, however, that the Board of Trustees may resolve,
in its discretion, to require only the vote of a majority of the Members present, at a
meeting of which written notice was delivered to all such Members at least ten (10)
days before the date of the meeting (a “Fully Noticed Meeting”).

5.4 The vote necessary for the Members to elect one or more trustees to the Board of
Trustees is set forth in Section 7.5.2 of these bylaws.

5.5 Members may, to the extent permitted by law, take action without a meeting by
means of a written consent to action signed by a majority of the Members in good
standing on the date of the action.

Optional Text:

5.6 All Members in good standing who are members of the ___________subdivision
are eligible to vote in _____________ subdivision elections.

Explanation:

 Special meetings may need to be called to deal with unexpected vacancies on the
Board of Trustees or other important issues on which the Board of Trustees wants
Members’ input. Fully Noticed Meetings ensure that special meetings at which binding
votes are taken represent a representative sampling of the Section. Sections may lower
or raise the quorum requirement for a Fully Noticed Meeting to comply with applicable
local law and to address the Section’s own historical meeting attendance and voting
practices.

 Quorum should be defined in this article. Most Sections choose to use a percentage of
membership, selected based on what Trustees know about past participation and
attendance. Other considerations include requirements from state/provincial and local
laws. The important issue here is defining quorum, whatever your Section decides it
should be.

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 If a Section has subdivisions, such as sub-Sections, districts, chapters, and regions,

then eligibility for voting in subdivision elections should be indicated here.

 Each state or province may have specific laws on voting procedures, including whether
proxy voting is allowed, who may vote, and remote voting. Please consult with your
attorney for the specifics of the jurisdiction where your Section is incorporated.

 The purpose of 5.5 is to establish an alternative to the voting procedures normally used by
your Section in order to accommodate exceptional circumstances. The intent is not to change
the way decisions are made with the Board of Trustees; it is meant to create a way for the
Section to have a secondary decision making method.

Article VI - SECTION FINANCES

Required Text:

6.1 Dues shall be assessed against Members as required for membership in AWWA.
Only the Association can determine and collect dues and assessments. Funds for
financing Section activities may be obtained from sources consistent with the
policies of the Association.

6.2 The Section may, in accordance with the procedures defined in the AWWA
Documents as well as any other guidelines established by AWWA, apply for
permission to levy a Section dues assessment, which shall be in addition to, and
not a substitute for, AWWA membership dues. Any Section dues 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 the objectives in Article II. Once the initial Section dues assessment is
approved, changes in a Section dues assessment can be authorized by a vote of
the Board of Trustees for submission to and approval by the AWWA Board of
Directors.

6.3 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 AWWA Documents.

6.4 The Section’s finances shall be managed in accordance with the AWWA
Documents, the Section's policies and procedures, and all applicable financial
laws, rules and regulations of the country and province or state in which the Section
operates. The Section shall conduct a financial audit or review no less than once
every three years. A copy of the audited or reviewed financial Statement shall be
provided to the Association. The audit or review shall be conducted by a qualified
accountant who is not employed by or affiliated with (a) any employee or
independent contractor of the Section involved with the Section’s finances nor (b)
any officer or non-officer trustee of the Section.

Explanation:
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 Section 6.1 is intended for the Sections who have now or who may in the future have a
Section dues assessment. This will allow Sections to implement a dues assessment in
the future, even if they have no current plans to do so.

 Section 6.2 establishes the Section's authority to charge registration fees at a level that
matches the specific goals and policies of the Section. Once again the financial details
should be left out of the bylaws and should be located in the Section and/or specific
committee policies and procedures.

 Section 6.3 is intended to ensure the proper financial "checks and balances" for the
Section.

Article VII - SECTION GOVERNANCE

7.1 Authority and Purpose of the Board of Trustees

Required Text:

The property, affairs, and business of the Section shall be managed by the Board of
Trustees, and the Board of Trustees shall have full power to establish and modify the policies
for the conduct, management, and direction of the business and affairs of the Section, except
for those matters specifically reserved or granted to the Members by statute or by the AWWA
Documents.

Explanation:

 The Section may choose to further define the authority and purpose of the Board
of Trustees, but 7.1 is meant to be a very broad grant of authority to the Board of
Trustees.

7.2 Members and Structure of the Board of Trustees

Required Text:

7.2.1 The Section shall be governed by its Board of Trustees, consisting of a chair, chair-
elect and/or vice-chair, AWWA Director, two or more non-officer trustees, and such
officers as may be deemed necessary for the proper functioning of the Section.

7.2.2 The Board of Trustees shall also include a secretary and treasurer (or a combined
secretary-treasurer) who may be elected or appointed.

Explanation:

 The term "chair" should be used instead of "chairman" or "chairperson."

 The term "President" is generally reserved for the President of the Association so
Sections are discouraged from using the same term.
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 The Section should designate the titles of each position on the governing board (chair,
vice-chair, etc.). The Section may have a governing board designated as something
other than "Board of Trustees" used herein, such as “Executive Committee”. In such a
case, these bylaws should distinguish between members of the Section’s governing
board, Members of the Section, and Section officers.

 Note that the traditional position of "past-chair" is not listed as "required." The
Association encourages Sections to establish and maintain this position as part of its
governing board for purposes of operational continuity.

 Some jurisdictions require nonprofit board members to have a vote, whether they are
elected or appointed. Sections with non-voting Secretary-Treasurers or Executive
Directors as a non-voting Secretary should consult with their attorneys to ensure
compliance with any state/provincial and local laws.
7.3 Eligibility to Serve on Board of Trustees

Required Text:

7.3.1 Any member of the Section (a “Member”), including a Member who is also a
member of another AWWA Section (a “multi-Section Member), shall be eligible to
hold elective office in the Section.

7.3.2 Multi-Section members may hold office in only one Section at a time.

7.3.3 Two or more offices may not be held by the same individual, with the exception of
the offices of secretary and treasurer.

Explanation:

 Eligibility for AWWA membership is defined in Article V, Section 5.1.3 (2) of the Board
Policy Manual of the Association.

 The language in 7.3.2 is meant to help minimize the potential for Section-Section conflict
stemming from one member holding office in multiple Sections.

7.4 Nominations for Members of the Board of Trustees

Required Text:

7.4.1 The Section shall conduct an appropriate nomination and election process for the
following members of the Board of Trustees: chair, vice-chair, and/or chair-elect,
AWWA Director, and two or more non-officer trustees, which may include the past-
chair, if the past-chair is not an officer.

7.4.2 The AWWA Director shall be nominated and elected in a manner and for a term
consistent with Article III of the Bylaws of the Association.

7.4.3 A Nominating Committee comprised of members in good standing will be

appointed by the chair of the Board of Trustees. The Nominating Committee will
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have responsibility for identifying, selecting and nominating qualified Members for
all elected positions.

Explanation:

 Much of the nomination procedure and protocol is left to the Section to establish and
follow. Some Sections have separate nominating procedures for AWWA Directors and
other members of the Board of Trustees. Any such nominating procedures should be
included in the bylaws and inserted here.

 The Nominating Committee should consist of Members with knowledge and experience
of Section operations. This group generally includes immediate past-chairs.

 The Nominating Committee should identify the appropriate number of candidates for
each open elective office, and submit these names to the Board of Trustees in the time
frames established under the Section's bylaws and the Section's policies and
procedures. It is acceptable to have only one candidate nominated for some or all of
the open elective offices.

 The timeframes for submitting nominees to the Board of Trustees vary from 1 to 4
months across the 43 Sections of AWWA, but most commonly the Nominating
Committee submits the names to the Board of Trustees within 60 days of the actual
election. This allows the Section to develop an appropriate announcement and/or ballot
and importantly, gives them at least 30 days to get the notice to all the voting Members,
who are typically allowed 30 days to review the candidates and their qualifications prior
to voting.

 Sections are encouraged to consider the Association’s commitment to diversity in

nominating members for the Board of Trustees.

7.5 Election of Members of the Board of Trustees

Required Text:

7.5.1 Members of the Board of Trustees may be elected at the annual business meeting
of the Section, at a Fully Noticed Meeting or, if approved by the Board of Trustees,
by any other process permitted by law.

7.5.2 The candidate receiving the greatest number of votes for an elected office at the
Section’s annual business meeting or at a Fully Noticed Meeting shall be elected
to the office even if that candidate receives less than a majority of the votes cast.
If more than one seat of the same office, such as a non-officer trustee, is up for
election at the same meeting, then the Board of Trustees will hold separate votes
for each available seat.

Explanation:

 The election of Section officers and/or members of the Section Board of Trustees is an
important process that must be established and administered by the Section.
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Standard Section Bylaws

 Create a system that makes sense for your Section, depending on the size of your
Section membership, the distribution of those members, the attendance and
participation in your Section annual meeting, and the track record of member response
to mail ballots.

 If the election of officers and non-officer trustees occurs at the annual business meeting,
you may want to establish a workable quorum in your Section bylaws for such a vote. If
the elections are conducted in writing through the mail, be sure to establish a system
that keeps track of who voted, while maintaining an appropriate level of confidentiality.
If Email or other electronic voting is allowed, specific procedures may be required for
ensuring the accuracy of email addresses but such procedures would not ordinarily be
included in the Section bylaws.

7.6 Terms of Office for Section Board of Trustees

Required Text:

7.6.1 The AWWA Director shall be elected for a term of three years or as otherwise
required by the Bylaws of the Association.

7.6.2 The term of the chair, chair-elect and/or vice-chair, and past chair shall be one (1)
year. These terms shall commence following the turning over of the gavel of office
during the Section annual business meeting or Fully Noticed Meeting at which they
are elected or succeed to office, and shall terminate at the turning over of the gavel
of office of the annual business meeting or Fully Noticed Meeting at which their
successors are elected.

7.6.3 The term of office of a non-officer trustee shall be years.

7.6.4 The term of office of the secretary, treasurer, or secretary-treasurer shall be

determined by the Section Board of Trustees and/or the Section bylaws.

7.6.5 The positions of chair, chair-elect and/or vice-chair, and past chair, do not allow
for back-to-back terms.

Optional Text:

7.6.6 In the absence of an election of successors by Members or an appointment by the

Board of Trustees under Section 7.7, the holdover officers and non-officer trustees
will remain in office.

Explanation:

 Except in the instances where a Director's term begins due to the filling of a vacancy
(see below), the AWWA Director's term will commence at AWWA's Annual Conference
after the Director is elected by the Section.

 Terms typically begin after the turning over of the gavel of office during the Section
annual business meeting. However, Sections may choose to turn the gavel over any
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Standard Section Bylaws

time in the year, like at the beginning of a new fiscal year. The important thing here is
defining when the gavel is turned over.

 The terms of officers and the non-officer trustees on the Board of Trustees members
must be established in the Section bylaws.

 By their nature, the positions of chair, chair-elect and/or vice-chair, and past-chair do
not allow for back-to-back terms, except in special circumstances. If there are special
circumstances anticipated, the Section may wish to include a description in the bylaws.

 The term of secretary, treasurer, and secretary-treasurer vary widely across AWWA
Sections. Some of the determining factors are: the need for/benefits of continuity and
experience at this critical position even when the Section has two or three people
(including an assistant to the secretary or treasurer or secretary-treasurer); Section paid
staff; the availability/willingness of individuals to serve a long term (3 years or more);
and whether the position is by election or appointment. Again, the Section should
determine which type and length of term best serves the Section's needs.

 The term of office and duties of officers and non-officer trustees should be determined
by the Section based on the structure, function, and chain of succession established by
the Section bylaws and the Section’s related policies and procedures.

7.7 Vacancies on Board of Trustees

Required Text:

7.7.1 In the case of a vacancy in the office of AWWA Director, a successor to serve for
the remainder of the term may be selected by the members of such Section as
prescribed in the bylaws of the Section or, in the absence of a Fully Noticed
meeting of the Members, shall be appointed by the Board of Trustees. The Section
chair or secretary shall notify the Chief Executive Officer of the Association of such
selection.

7.7.2 In the case of a vacancy in the office of the chair, chair-elect and/or vice-chair,
non-officer trustee, or secretary-treasurer, the Board of Trustees shall appoint a
suitable replacement to complete the term of the vacant position.

7.7.3 The voting members of the Board of Trustees may remove any officer or non-
officer trustee from the Board before the expiration of the trustee’s term of office if
the officer or trustee is found to have willfully failed to carry out the trustee’s duties
and responsibilities if so determined by a unanimous vote of the other trustees.
The Members may also vote to remove, with or without cause, any officer or
Trustee by a majority vote at any Fully Noticed Meeting of Members.

7.7.4 A vacancy created by the resignation, death, disability or removal of a trustee may
be filled by the Members at a Fully Notice Meeting or, or if not so filled, by a majority
vote of the Board of Trustees.

Explanation:
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Standard Section Bylaws

 The procedure for removing officers and non-officer trustees should be part of the
Section bylaws and would likely be listed as subsequent bullets under Article VII,
Section 7.7.2 above.

! Sections are required to have a provision for removing an officer. If such a provision is
not included in the Sections bylaws, then the Section will be required to adhere to
state or provincial laws that may be more restrictive or even unmanageable.

7.8 Duties of Board of Trustees

Required but Editable Text:

7.8.1 The chair shall perform all duties that would ordinarily be incident to the office of
president, subject to the authority granted by the Board of Trustees.

7.8.2 The chair-elect and/or vice-chair shall assist the chair in the performance of his/her
duties and shall act in his/her stead when required.

The chair-elect and/or vice-chair shall serve on such committees as he/she may
be assigned.

7.8.3 The past-chair shall assist the chair and chair-elect and/or vice-chair in the
performance of their duties and shall act in any of the other officer positions when
assigned by the Board of Trustees.

The past-chair shall serve as chair of the Nominating Committee.

7.8.4 The treasurer shall have or provide for the custody of the funds or other property
of the Section and shall keep or see to the keeping of a separate book account of
the same; shall collect and receive or provide for the collection and receipt of
monies earned by or in any manner due to or received by the Section; and shall
deposit or see to the deposit of all funds of the Section in such banks or other
places of deposit as the Board of Trustees may from time to time direct and
designate. In addition, the Treasurer shall, whenever so required by the Board of
Trustees, render an account, showing all transactions as Treasurer, and the
financial condition of the Section; and, in general, shall perform all duties incident
to the office of treasurer of a corporation.

7.8.5 The secretary shall see that notices are given and records and reports are kept
properly and filed by the Section as required by law; and, in general, shall perform
all duties incident to the office of secretary of a corporation.

7.8.6 The AWWA Director shall serve on the AWWA Board of Directors. The AWWA
Director shall be bound to adhere to the obligations of AWWA and its Board of
Directors as set forth in the AWWA Documents. The Section acknowledges that,
in the course of their duties, the AWWA Director may be faced with decisions that
benefit AWWA and its Sections but not necessarily the Section from which the
AWWA Director comes. Whenever the interests of the Section and the Association
are in conflict in a matter being considered by the AWWA Board, the AWWA
Director is bound to disclose such conflict to the AWWA Board and may, in certain
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cases, be required to abstain from deliberations or voting on such matters by the

AWWA Board of Directors.

7.8.8 The non-officer trustees shall assist the chair and the chair-elect and/or vice chair
in the performance of their duties and shall act in any other officer positions when
delegated by the Board of Trustees.

The trustees shall serve on committees as liaisons or full members, as they may
be assigned by the Board of Trustees.

Explanation:

 In 7.8.1, the term “president” is in reference to the AWWA Board Policy Manual, where
the role of the AWWA President is defined.

! The AWWA Director works with the chair and other members of the Board of Trustees
to coordinate and align the Section with the Association.

 The Section should limit the amount of detail regarding specific duties of officers and
non-officer trustees in the bylaws, recognizing that any change in these duties will
require a formal bylaws amendment, as opposed to a modification of the Section’s own
policies and procedures

ARTICLE VIII - MEETINGS

Required but Editable Text:

8.1 The Board of Trustees shall meet at least once each year to conduct the business
of the Section.

8.2 Quorum for a meeting of the Board of Trustees is a majority of the trustees.

8.3 The Section shall hold at least one business meeting a year to elect officers and
conduct other business as may be necessary.

8.4 Quorum for an annual business meeting or Fully Noticed Meeting of the Section
shall be _________________.

8.5 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 industry issues are discussed. The location of such a
conference is determined by the Section.

8.6 All Board of Trustees and committee meetings shall convene in accordance with
Section policies and procedures. Except as may be otherwise determined by the
Board of Trustees or committee, meetings should be conducted in accordance with
the latest edition of “Roberts Rules of Order.”

Explanation:
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 Both the annual business meeting and Board of Trustees meeting of the Section are
required by Article V, Section 5.1.5, of the Board Policy Manual of AWWA.

 In most Sections, the Board of Trustees meets more frequently than once per year, and
if this is the case, the Section should indicate this in the bylaws. Only a brief mention of
the intent to meet and/or the authority to hold additional meetings is sufficient. The
details about sites, arrangements, conduct for meetings, and other issues, such as
reimbursement of expenses, should be in the Section’s policies and procedures
manual.

 The Board of Trustees should give themselves the authority to call a special meeting of
the Board. This is usually done by the request of a specified number of trustees or by a
signed petition from a specified number of Members. Typically, the guidelines for these
special meetings limit the agenda to the purpose for which it was called and discourage
discussing any other business.

ARTICLE IX - COMMITTEES

Required Text:

9.1 The Section may establish committees to conduct or manage Section programs
and business.

9.2 The Board of Trustees has the authority to create and dissolve committees within
the organization.

Explanation:

 Sections are encouraged to have committees as deemed necessary. A list of key

committees from the Association's perspective is available from Section Services.

 It is not required nor recommended to include a list of the committees, their mission
statements, nor any other details about the committees in these bylaws.

 The Section needs to have the authority (typically through the chair and/or Board of
Trustees) to create and dissolve committees, and put all the other details in the Section
policy and procedures manual.

ARTICLE X - ESTABLISHING SUBDIVISIONS

Required Text:

10.1 For ease of organization, the Board of Trustees may divide a geographic area
within a Section’s boundaries into subdivisions that are still governed by the Board
of Trustees.

Explanation:
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Standard Section Bylaws

 The ability to create districts/sub-Sections is established in Article V, Section 5.1.1 (4),

of the Board Policy Manual of the Association.

 If subdivisions are created, then minimal information about their formation, governance,
membership, additional fees, and linkage to the Section should be included in the
Section bylaws. Details should be reserved for the Section’s policies and procedures.

ARTICLE XI - AMENDMENTS TO BYLAWS

Required Text:

11.1 Amendments to these bylaws may be proposed by either an affirmative vote of

__________ members of the Board of Trustees, or by written petition signed by
__________ Members. All such proposals shall be submitted to the secretary-
treasurer, who will bring the proposal to the attention of the Board of Trustees.

11.2 Any such amendment to the bylaws may be considered at the next annual
business meeting of the Section by a majority vote of Members present at the
meeting if such meeting is a Fully Noticed 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 Board of Trustees, the bylaws may also be amended by a
mailed ballot or other form of written consent, with an affirmative vote of a majority
of the Members eligible to vote. All Members 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 or
secretary-treasurer shall submit the amendment(s) to the Chief Executive Officer
of the Association, for requested approval by the AWWA Board of Directors.

11.5 Grammar, punctuation, and spelling corrections may be made at the discretion of
the Chief Executive Officer of the Association. The Board of Trustees will be
advised of these corrections but no additional vote of Members shall be required
for their approval.

11.6 Amendment(s) shall be effective only after receiving notice from the Association
that the amendment(s) have been approved by the AWWA Board of Directors.
Amendments that are adopted by the Members but are not approved by the
AWWA Board of Directors shall be ineffective.

Explanation:

 Bylaws amendments are not valid until approved by the AWWA Board of Directors. The
AWWA Board of Directors meets in January and in June during ACE.
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Standard Section Bylaws

 11.3 is meant to provide a secondary way for Section leadership to amend bylaws. This
will allow the Section some flexibility to meet deadlines for Association approval. The
use of “majority of all returned ballots” is meant to establish a high bar for this method,
in order to encourage use only in exceptional circumstances.

 Accordingly, any Section attempting to amend its bylaws must coordinate its efforts to
fit into this annual cycle of meetings. Further, if the Section opts to vote on bylaws
amendments during the annual business meeting of the Section, then this time must be
factored into the cycle as well.

 Sections should work closely with their respective Section Relationship Manager to
successfully complete the bylaws amendment process. The Section Relationship
Manager will assist the Section in preparing the proposed amendments prior to voting
by Section members.

ARTICLE XII - DISSOLUTION

Required Text:

12.1 In case of dissolution of the Section, all funds or other assets that may have been
derived from the Association shall be returned to the Association.

12.2 Any remaining balance of Section funds or property shall be disposed of by transfer
and distribution to the Association, another Section of the Association, or to any
one or more nonprofit or charitable organizations 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 receiving organization(s) shall be selected by vote of the majority of the
Section Members present in person or by proxy at a meeting of the Section 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.

Required Text for US Sections:

12.4 The following shall be characteristic of the receiving organization:

 That it be operated exclusively for scientific or educational purposes;

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

 That no substantial part of the activities of which is carrying on propaganda

or otherwise attempting to influence legislation; and

 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.
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Standard Section Bylaws

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.

Required Text for Canadian Sections:

12.4 The following shall be characteristic of the receiving organization:

 That it be operated exclusively for scientific or educational purposes;

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

 That no substantial part of the activities of which is carrying on propaganda

or otherwise attempting to influence legislation; and

 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(s) would then qualify as a non-profit organization under

the provisions recognized by the Canada Revenue Agency under the provisions
of the Income Tax Act of Canada, as it now exists or as it may hereafter be
amended.

Explanation:

 Because AWWA is incorporated in the United States, any Section that is established in
the U.S. and undergoing dissolution is required by federal law to disperse funds to an
appropriate receiving organization, as defined by the U.S. Internal Revenue Code.

 The AWWA Sections in Canada and Mexico are not subject to the tax codes and laws
of the United States. However, if the Mexico Section or any of the Canadian Sections
undergo dissolution, the Section should refer to their respective tax laws and codes,
and Section funds should be dispersed to a receiving organization similar to those
organizations defined in the U.S. tax code.

ARTICLE XIII - INDEMNIFICATION

Recommended Text:

13.1 Indemnification of officers and non-officer trustees of the Section is provided by

the Association as described in the Association Bylaws, Article VI, Section 6.01.

Explanation:

 This clause displays one of the key aspects of the relationship between AWWA and its
Sections, in that the Sections and their designated representatives are ordinarily
covered by the Association’s directors’ and officers’ liability insurance policy for actions
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Standard Section Bylaws

taken by or on behalf of the Section, provided that the Section and its representatives
have acted in accordance with the AWWA Documents. As stated in the AWWA
Documents, “It is the intention of the Association that anyone acting on behalf of the
Association be given all of the legally permissible protections available as an agent
under this Article VI [of the AWWA bylaws].”

SPECIAL NOTE ON GENDER REFERENCE

The Association requests that all Section bylaws be gender neutral