Bylaws
CONSTITUTION AND BYLAWS OF
THE CONNECTICUT WATER WORKS ASSOCIATION, INC.
ARTICLE I
ARTICLE II
ARTICLE III
MISSION
The Mission of CWWA is to promote and achieve effective state policies that assure reliable high-quality public water supplies to protect public health.
ARTICLE IV
HEADQUARTERS
The headquarters of CWWA shall be the office of the Executive Director except when some other location may be designated by the Board.
ARTICLE V
MEMBERSHIP AND SUPPORTERS
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Utility Members. Any water utility, which utility is engaged in furnishing water supply to the public in the State of Connecticut, may become a utility member of CWWA by acceptance of their application and paying the annual membership dues and assessment approved by the Board consistent with the budget. Should any doubt arise as to the eligibility of any utility to become a member of CWWA, it shall be referred by the Secretary to the Board, whose decision shall be final.
2. Regular Members. The authorized representative of a Utility Member may designate additional employees to serve as regular members, the maximum number of which shall be determined by the board. A regular member fee may be established by the Board. Should any doubt arise as to the eligibility of any person to become a member of CWWA, it shall be referred by the Secretary to the Board, whose decision shall be final.
3. Honorary Members. Any individual formerly associated with a Utility Member who, for a period of years, meritoriously served CWWA and the water works industry, may upon retirement, be elected an Honorary Member of CWWA at the recommendation of the board and the affirmative vote of two-thirds of the Utility Members present at any meeting of CWWA.
4. Supporters (Associate Members). Any reputable firm engaged in or associated with the manufacture, distribution or sale of products or services used by the water and/or wastewater industry may become a CWWA Supporter by acceptance of their application and paying the annual fee approved by the Board consistent with the budget. Should any doubt arise as to the eligibility of any firm to become a supporter of CWWA, it shall be referred by the Secretary to the Board, whose decision shall be final.
ARTICLE VI
DUES AND ASSESSMENTS
- Utility Member. Each utility member in CWWA shall pay annual dues as determined by the Board. In addition, each utility member shall be subject to an equitable assessment of all expenses properly incurred by CWWA and not covered by the annual dues payment. Said assessment shall be determined by the Board.
2. Regular Member. A regular member fee may be established by the Board.
3. Honorary Member. No annual membership fees are required.
4. Supporter. Each CWWA Supporter shall pay an annual fee as determined by the Board.
5. All dues, fees and assessments are non-refundable and not pro-ratable, except that for new utility members joining after March 31, the Board may approve pro-rated dues of 50%.
6. Any member who fails to pay the dues, fees and assessments for that fiscal year within 60 days of mailing by the Treasurer of CWWA is suspended from all rights and privileges of the CWWA upon the vote of the Board. The Treasurer of the CWWA is required to report all past due members to the Board. If the dues and assessments are not paid within 120 days, membership shall cease upon the vote of the Board.
ARTICLE VII
The Board of Directors shall consist of the President, the Vice President, the Secretary and the Treasurer, the Past President, who shall be the previous President, and six Directors, and shall, to the extent possible, reflect the composition of the membership. Directors shall serve three-year terms, except that one director may be an at-large Director serving a one-year term.
The President shall be Chairperson of said Board. Should a vacancy occur, the Board shall, to the extent possible, fill the vacant director position to reflect the composition of the membership in accordance with a succession plan approved by the Board. Should a Director assume the position of President, Vice President, Secretary or Treasurer, the Board shall, to the extent possible, fill the vacant director position to reflect the composition of the membership until the annual meeting of CWWA. There shall be no more than two representatives from each utility member on the board at any one time unless otherwise determined by the Board due to extenuating circumstances.
The affairs of CWWA shall be managed by the Board of Directors, subject to the Constitution, Bylaws and any special instruction given to them by a majority vote of the utility members of CWWA. A simple majority vote of the full Board shall be required to establish its position on any matter. When legislation or regulation would benefit one segment of the Association but would be detrimental to another, CWWA shall maintain a neutral position.
ARTICLE VIII
ELECTION OF OFFICERS AND DIRECTORS
1. By December 1 of each year, written notice shall be sent to the general membership to solicit expressions of interest for consideration to serve as a director or officer of the Board. Any such nominations shall be required to be submitted to the chair of the Nominating Committee by December 31. Each year, prior to January 15, the Nominating Committee shall meet to present nominations for officers and directors to be elected including at least one nomination each for President, Vice-president, Secretary, Treasurer, Directors and any other positions on the Board deemed vacant.
The Nominating Committee shall present its slate of nominations to the Board for its consideration and ratification at its February Board meeting or special meeting, as required. On or before March 5 of each year, the Secretary shall cause to be mailed a copy of the slate to the authorized representative of each Utility Member.
2. To be eligible to serve on the Board, an individual must be an employee of a Utility Member of CWWA, and shall be a Regular Member of CWWA during their term.
3. Any Utility Member of CWWA may send to the Secretary additional nominations for any of the offices to be filled provided these are in writing, signed by the authorized representatives of at least three Utility Members of CWWA and received by the Secretary on or before April 1.
4. If no more than one eligible person is nominated for each of the offices to be filled, the Secretary shall cast a ballot for those nominated.
5. If more than one eligible person is nominated for any of the offices to be filled, then on or before April 15, the Secretary shall cause to be mailed to each Utility Member of CWWA, a ballot which shall bear the names of all those nominations made by the Nominating Committee and such other nominations as may have been made in accordance with Section 3 of this article. Included with this ballot shall be a copy of this article and instructions for voting, and two envelopes for the return of the ballot. The smaller envelope, in which the ballot shall be enclosed, shall be blank except for the printed word ballot and shall be sealed by the voter. The other envelope, in which the smaller shall be enclosed, shall be self-addressed for return to the Secretary and shall be signed on the outside by an authorized representative of the Utility Member. The polls shall close by 12:00 noon on May 1 or the first business day immediately thereafter. Ballots must be in the hands of the Secretary to be counted.
6. The President of CWWA will select three people, one who shall be the Secretary to open and count the ballots. Any member is permitted to observe and inspect the counting. The person receiving the highest number of votes for the offices for which they were nominated shall be declared elected by the three member committee and said vote shall be reported to the Board. In the event of a tie vote, the President of CWWA shall cast a deciding vote.
7. On or before May 15, the Secretary shall mail a notice informing each member of CWWA of the results of the election.
8. The new officers and directors term of office shall begin with the first Board meeting held at the annual meeting of CWWA.
9. If any Board member is unable to complete their term of office, the remaining Board shall select an eligible person of a utility member of similar size and form to complete the unexpired term.
10. A Board member may be removed from office for cause by a two-thirds vote of Board, the vacancy will be filled in accordance with Section 9 of this article.
ARTICLE IX
DUTIES OF OFFICERS AND DIRECTORS
General. The Board of Directors shall have authority to hold Board meetings at such time as the President or the Board may deem proper, to approve or reject committee appointments and budgets, to levy dues and equitable assessments against all members, to establish the position of CWWA on legislative initiatives, to print and circulate documents and information, and to develop and carry out such measures as they may deem proper to promote the mission of CWWA.
President:
1. Manage and conduct the affairs of CWWA in accordance with the constitution and bylaws.
2. Work closely with the Executive Director to ensure that CWWA goals and objectives are diligently pursued and directives are followed in CWWA affairs.
3. Develop annual goals and objectives for the Executive Director for approval by the Board of Directors.
4. Chair all meetings of the Board and the General membership.
5. Appoint committees and committee chairpersons subject to the approval of the Board.
6. In consultation with legislative committee officers and past president, conduct an annual performance evaluation of Executive Director and make recommendation for Board consideration for compensation.
7. Represent CWWA in matters concerning the mission of the organization.
8. Serve as Member of the Nominating Committee.
9. Serve as Ex officio member of all committees.
10. Work with and assist the Legislative Committee as needed.
Vice President:
1. Act as Chair of CWWA in the absence of the President.
2. Become aware of all duties of the President.
3. Provide periodic review and update to the Board on the Association's Strategic Plan. Facilitate revisions to the Plan as directed by the Board.
4. Perform any other duties as assigned by the President.
5. Serve as liaison to CT Section Governing Board.
Past President:
1. Provide continuity to the organization.
2. Assist the current President in the performance of the duties of the office.
3. Serve as chairperson of the Nominating Committee.
4. Serve as liaison to the CT Section AWWA Small Systems Committee and provide periodic updates and concerns to the Board and Legislative Committee. Serve as chairperson of Past Presidents Committee.
5. Provide a current copy of the Constitution and Bylaws to each new Board member and committee chair upon their appointment.
Secretary:
1. Serve as custodian of all records of CWWA exclusive of the financial records, in conjunction with Executive Director.
2. Attend all CWWA Board and membership meetings, record the minutes and provide copies of those minutes to the Board and Legislative Committee officers.
3. Serve as custodian of all minutes, Constitution and Bylaws of CWWA, in conjunction with the Executive Director.
4. File all required forms with the Secretary of State, in conjunction with the Executive Director, and provide copies to the President.
5. Oversee the election process and perform all duties concerning the election of officers in accordance with Article VIII of the Constitution and Bylaws.
6. Oversee the maintenance of an accurate record of Members and Supporters of CWWA.
7. Oversee the application processing of new Members and Supporters of CWWA and report their findings to the Board.
8. Any other duties as assigned by the Board.
Treasurer:
1. Handle the financial aspects of CWWA including the following:
a) Record all receipts and disbursements of CWWA.
b) Establish and maintain a bank account and deposit all receipts and prepare all disbursements in a timely fashion.
c) Mail request for consumption data to all Utility Members by July 15.
d) Prepare the annual budget in conjunction with the President and Executive Director for presentation to the Board.
e) Compute the membership assessment for the Board's approval at its August meeting.
f) Mail all dues and assessment notices to members by September 1 with payment due by October 15.
g) Report monthly the financial condition of the Association, including all past due assessments, receipts and dues to the Board.
2. File all required tax forms and provide copies to the President and Executive Director.
3. Any other duties as assigned by the Board.
Directors
1. Attend all Board meetings.
2. Become thoroughly familiar with the CWWA Constitution and Bylaws.
3. Give thoughtful consideration of agenda items.
4. Recruit new members.
5. Serve on strategic planning and other committees as needed.
6. Any other duties as assigned by the Board.
ARTICLE X
TERM OF OFFICE
The President, Past President, Vice President, Secretary and Treasurer all shall serve a term of one year or until a successor is chosen. Directors shall serve a term of three years, whose terms shall be staggered. Directors-at-large shall serve a term of one year.
ARTICLE XI
EXECUTIVE DIRECTOR
1. The CWWA's Executive Director shall be retained on a contractual basis at the discretion of the Board. The Executive Director shall represent the interest of the water utility industry as formulated by the Legislative Committee and approved by the Board. The Executive Director shall not provide lobbying services independently to CWWA members. Periodically, as deemed appropriate by the Board, the CWWA Executive Director contract will be re-bid to determine if the level of services offered and the corresponding retainer are competitive.
The Executive Director shall be responsible for recording and maintaining the minutes of all Legislative Committee meetings and coordinating and maintaining Legislative Committee communications including notices to committee members.
ARTICLE XII
MEMBERSHIP MEETINGS
1. The Regular Meeting of CWWA shall be held in the fall of each year.
2. The Annual Meeting of CWWA shall be held in the spring of each year.
3. The time and place of said meetings shall be selected by the Board.
4. Special Membership Meetings of CWWA may be called at any time upon a majority vote of the Board.
5. A notice of each meeting stating its purpose shall be sent to each member, including all Utility, Regular, Honorary Members and Supporters, at least seven days previous to said meeting.
ARTICLE XIII
BOARD OF DIRECTORS MEETINGS
1. The Board shall meet monthly for the transaction of any proper business to come before said meetings, two of which shall be held in the fall and spring of each year to coincide with the Membership Meetings. Any monthly meeting, with the exception of the fall and spring meetings, may be canceled by the President for good cause.
2. A special meeting of the Board may be called by the President or any three members of the Board.
3. A notice of Board Meetings shall be given to all Board members at least two days prior to such meetings.
ARTICLE XIV
COMMITTEES
Legislative Committee:
Role
The role of the Legislative committee is to formulate and execute positions relative to legislative and regulatory matters for approval by the Board.
The committee shall coordinate the activities of the Executive Director consistent with the position of the Board on legislative and regulatory initiatives.
Membership
1. Membership in the Legislative Committee is open to all Utility Members who are in good standing in accordance with Article VI.
2. Only one voting member per utility member shall be permitted who shall be the authorized representative of the utility or its designee who shall be a Regular Member.
3. A non-voting member is an additional person on the committee from a Utility Member of CWWA. Non-voting members will receive copies of all information disseminated to committee members but will not have voting rights. Non-voting members must be a Regular Member.
4. Requests for membership must be submitted by the authorized representative in writing to the Executive Director who shall present such a request to the committee membership for formal approval.
Legislative Committee Executive Officers
The executive officers of the Legislative Committee shall consist of up to three chairpersons and the CWWA's Executive Director. To the extent possible, one chairperson from an investor owned utility, a municipal utility and a regional utility shall be nominated each year. They may serve consecutive terms.
Procedures
1. The Legislative Committee shall formulate a position on the legislative initiatives, proposed legislation and regulations for review by the Board. Each voting member on the Legislative Committee shall have the right to vote on the position formulated by the committee. A simple majority vote of those members present will be sufficient to establish the committee's position. The committee shall forward that position to the Board with a record of the Vote. For votes which carry a consensus but are less than a two-thirds majority, a minority position may be generated and submitted through the committee chairpersons to the Board.
2. During the legislative session, when time is of the essence, the Legislative Committee Executive Officers and the President of CWWA can jointly approve the Association's testimony or position on a bill or an issue to ensure that the Association's views are delivered to the legislature or a legislative committee in a timely manner. In the event that one form of utility is not represented by the Legislative Committee Officers or the President, the Executive Director shall solicit input from Legislative Committee or Board members to ensure that such form of utility’s views are reflected in the Association’s position.
3. The committee may request input from various sources including the Association or CT Section AWWA technical committees to assist in formulating its position.
4. When a majority cannot be reached, the Legislative Committee shall refer the matter to the Board for consideration.
Nominating Committee:
1. The President and the Past President shall select three other members in good standing who should reflect each form of ownership to comprise the nominating committee, which committee shall be ratified by the Board at its November meeting.
2. The Committee shall meet prior to January 15 to present nominations to be proposed for election to the positions of officers and directors.
3. The nominations shall be representative of all utility members recognizing the form and size of each member.
4. To the extent possible, the position of President shall be selected from investor and publicly owned utility members on an alternating basis.
5. The Nominating Committee shall nominate each year the chairs of the Legislative Committee for Board approval.
Other Committees:
1. Any other committee as proposed by the President and approved by the Board.
FINANCIAL MATTERS
1. The CWWA's fiscal year shall run from July 1 each year to June 30 of the following year.
2. Disbursements of $5,000.00 or less shall be by a check signed by any one of the following officers: President, Vice President, Secretary or Treasurer. Any amount over $5,000.00 requires the signatures of any two of the above.
3. A committee of the Board shall be appointed annually to conduct an audit with the results reported to the Board on or before December 31, which committee shall be comprised of directors who were not authorized to sign checks for the period which is being audited. The committee may utilize outside consultants and other members, consistent with the budget approved by the Board.
ARTICLE XVI
AMENDMENTS
1. Proposals for the amendment of the constitution and bylaws may originate by a two-thirds vote of the Board or by a petition signed by at least ten utility members of CWWA. Upon the submission of the amendment, the Secretary shall furnish each utility member with a copy of the proposed amendment and letter ballot. The proposed amendment shall be voted on by letter ballot in a manner similar to that provided for the election of officers (Article VIII), provided, however, that all utility members shall have at least thirty days to consider and vote on the proposed amendment and that a simple majority of those votes received shall be required to approve or amend the constitution and bylaws.
2. Upon favorable action on the proposed amendment, the new provisions will be effective immediately unless a different effective date is stated.
ARTICLE XVII
DISSOLUTION
1. Upon dissolution of The Connecticut Water Works Association, Inc., the Board shall, after paying all liabilities, upon its own determination dispose of the assets exclusively for the purposes of The Connecticut Waterworks Association, Inc. or to an organization having similar objectives which qualify as exempt under Section 501(c)(6) of the Internal Revenue Code, as amended.
2. No part of the net earnings of the corporation shall inure to the benefits of, or be distributable to its members, trustees, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the mission set forth in Article III hereof. The corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c(6) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law).
3. Upon the dissolution of the corporation, the Board of Directors, after paying or making provisions for the payment of all of the liabilities of the corporation, dispose of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(6) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Superior Court of the county in which the principal office of the corporation or organization or organizations as said Court shall determine which are organized and operated exclusively for such purposes.
Approved by the Board of Directors May 22, 2008
Approved by the Members July 25, 2008
