Education and Events
ATLANTIC CANADA SECTION OF AMERICAN WATER WORKS ASSOCIATION
(As approved by the AWWA Board of Directors January 21, 2011)
In these bylaws, unless there is something in the subject or context inconsistent therewith
1.1 "Society" means Atlantic Canada Section of the American Water Works Association (ACSAWWA), a Section of the American Water Works Association (AWWA). The word “Section” hereinafter used shall refer to this Society. The word “Association” shall refer to the American Water Works Association.
1.2 "Registrar" means the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act;
1.3 "Special Resolution" means a resolution passed by not less than three-fourths of such members entitled to vote as are present in person or by proxy, where proxies are allowed, at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given.
1.4 “Board” means the Board of Directors that shall manage the activities of the Society.
1.5 “Director” means a member elected or appointed to the Board.
1.6 “Objects” means the objects of this Association being the advancement and dissemination of knowledge concerning the design, construction, operation and management of water works supply and distribution systems for the improvement of water supply to the public.
2.1 The subscribers to the Memorandum of Association and such other persons as shall be admitted to membership in accordance with these bylaws, and none other, shall be members of the Society, and their names shall be entered in the Registry of Members accordingly.
2.2. For the purposes of registration, the number of members of the Society is unlimited.
2.3 Every member of the Society shall be entitled to attend any meeting of the members of the Society and to vote at any meeting of the members of the Society and to hold any office, but there shall be no proxy voting.
2.4. Membership in the Society shall not be transferable.
2.5. The following shall be admitted to membership in the Society: any member of the American Water Works Association residing in any one of the Provinces of Nova Scotia, New Brunswick, Newfoundland and Labrador and Prince Edward Island or others as assigned by the Executive Director of the Association who upholds the objects of the Society and contributes to the support of the Society in an amount to be determined by the Board.
2.6 No formal admission to membership shall be required and the entry in the Registry of Members by the Secretary of the name and address of any organization or individual shall constitute an admission to membership in the Society.
2.7 Membership in the Society shall cease upon the death of a member, or if, by notice in writing to the Society, he resigns his membership, or if he ceases to qualify for membership in accordance with these bylaws.
2.8 Each member shall pay annual dues in the amount established by the Board and consistent with the membership fee in effect for the class of membership of the Association. Payment shall be due annually in the amount as advised by the Association and established by the Board.
2.9 A member, any portion of whose dues is in arrears for three months, shall be suspended, all rights and privileges of membership being withheld until the member’s dues are fully paid. A Member whose dues are in arrears for three months, having received due notice of the arrears, shall be automatically expelled without further notice.
3.0 FISCAL YEAR
3.1. The fiscal year of the Society shall be the period from August 1st in any year to July 31st in the following year.
4.1 The ordinary or Annual General Meeting and an annual conference of the Society shall be held annually within three months after the end of each fiscal year of the Society;
4.2 An extraordinary general meeting of the Society may be called by the Chairman of the Board or by the Directors at any time, and shall be called by the Directors if requisitioned in writing by at least twenty members of the Society.
4.3 Fifteen days' notice of a meeting, specifying the place, day and hour of the meeting, and, in the case of special business, the nature of such business, shall be given to the members. Notice shall be given in writing and by sending it through the post by prepaid letter or by Fax or by email, addressed to each member at his last known address. Any notice shall be deemed to have been given at the time when the letter containing the same would be delivered in the ordinary course of post and in providing such service it shall be sufficient to prove that the envelope containing the notice was properly addressed and placed in the post office. The non-receipt of any notice by any member shall not invalidate the proceedings at any general meeting.
4.4 At each ordinary or Annual General Meeting of the Society, the following items of business shall be dealt with and shall be deemed to be ordinary business:
a) Minutes of preceding general meeting;
b) Consideration of the annual report of the Directors;
c) Consideration of the financial statements, including balance sheet and operating statement and the report of the auditors thereon;
d) When applicable, election of Directors for the ensuing year;
e) Appointment of Auditors.
All other business transacted at an ordinary or Annual General Meeting shall be deemed to be special business and all business shall be deemed special that is transacted at an extraordinary general meeting of the Society.
4.5 No business shall be transacted at any meeting of the members of the Society unless a quorum of members is present at the commencement of such business and such quorum shall consist of twenty members.
4.6 If within one-half hour from the time appointed for the meeting, a quorum of members is not present, the meeting, if convened upon the requisition of the members, shall be dissolved. In any case, it shall stand adjourned to such time and place as a majority of the members then present shall direct and if at such adjourned meeting a quorum of members is not present, it shall be adjourned sine die.
5.0 SECTION GOVERNANCE
5.1 The Board shall be the governing body of the Society.
5.1.1 The Section shall be an autonomous entity and shall be entitled to govern the operation of the Section, in a manner not inconsistent with the Articles of Incorporation, Bylaws, and Governing Documents of the Association.
6.0 MEMBERS AND STRUCTURE OF THE SECTION BOARD
The Board shall consist of the following:
Seven Section Directors whose office shall be designated by the Board
Other members as the Board may direct.
6.1 Eligibility to Serve on Section Board
6.1.1 Any member of the Section, including a Multi-Section member, shall be eligible to hold elective office in the Section.
6.2 Nominations for Board Members
6.2.1 The Section shall conduct a nomination process, as approved by the Board, for the following members of the Board: Chair, Vice-Chairs, AWWA Director, Section Directors, and committee chairs.
6.2.2 The AWWA Director shall be nominated and elected in a manner consistent with Governing Documents and the Bylaws of the Association.
6.2.3 For all elected positions other than the AWWA Director, the Nominating Committee shall be as approved by the Board.
7.0 ELECTION OF BOARD MEMBERS
7.1 Members of the Board shall be elected in accordance with the procedures approved by the Board.
7.2 Terms of Office for Board Members
7.2.1 The AWWA Director shall be elected for a term of three years or as otherwise required by The Bylaws of the American Water Works Association.
7.2.2 The term of the Chair, Vice-Chairs, 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 General 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 General Meeting at which their term expires.
7.2.3 The terms of the Section Directors shall be three years. The Term shall commence following the turning over of the gavel of office during the Section Annual General 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 General Meeting at which their term expires. The Section Directors may be elected for a maximum of two consecutive terms.
7.2.4 The term of the Secretary-Treasurer shall be three years. The Secretary-Treasurer shall be appointed by the Board and may serve consecutive terms as approved by the Board.
7.3 Vacancies on Section Board
7.3.1 In the case of a vacancy on the Board, a successor to serve for the remainder of the term shall be appointed by the Board. The Section Chair or Secretary-Treasurer shall notify the Executive Director of the Association of such selection.
7.3.2 The Board may by a vote of not less than ¾ of the Directors, remove a Director before the expiration of the Director’s term of office, if the Board determines in its sole discretion that the Director has failed to carry out the responsibilities of the elected or appointed office. The provisions of 7.3.1 shall apply to the resulting vacancy.
7.4 Duties of Board Members
7.4.1 The duties for members of the Board, with the exception of the AWWA Director, are listed in the Policies and Procedures Manual established by the Board.
7.4.2 The Chair of the Society shall preside as Chair at every general meeting of the Society. If there is no Chair or if at any meeting the Chair is not present at the time of holding the same, the Vice-Chair shall preside as Chair. If there is no Chair or Vice-Chair or if at any meeting neither the Chair nor the Vice-Chair is present at the holding of the same, the members present shall choose someone of their number to be Chair.
7.4.3 The Chair may, with the consent of the meeting, adjourn any meeting from time to time and from place to place, but no business shall be left unfinished at the meeting from which the adjournment took place, unless notice of such new business is given to the members.
7.4.4 At any meeting, unless a poll is demanded by at least three members, a declaration by the Chair that a resolution has been carried and an entry to that effect in the book of proceedings of the Society shall be sufficient evidence of the fact, without proof of the number or proportion of the members recorded in favour of or against such resolution.
7.4.5 If a poll is deemed in any manner aforesaid, the same shall be such manner as the Chair may prescribe and the result of such poll shall be deemed to be the resolution of the Society in general meeting.
7.4.6 The subscribers to the Memorandum of Association of the Society shall be the first Directors of the Society.
7.4.7 Any member of the Society shall be eligible to be elected a Director of the Society.
7.4.8 Meetings of the Board shall be held as often as the business of the Society may require and shall be called by the Secretary-Treasurer. A meeting of the Board shall be held at the close of every ordinary or Annual General Meeting of the Society without notice. Notice of all other meetings, specifying the time and place thereof, shall be given either orally or in writing to each Director within a reasonable time before the meeting is to take place, but non-receipt of such notice by any Director shall not invalidate the proceedings at any meeting of the Board.
7.4.9 No business shall be transacted at any meeting of the Board unless a majority of Directors are present at the commencement of such business one of whom shall be the existing Chairman or First Vice-Chair, or second Vice-Chair or Secretary-Treasurer.
7.4.10 The Chair or, in his absence, the Vice-Chair or, in the absence of both of them, any Director appointed from among those Directors present shall preside as Chair at meetings of the Board.
7.4.11 Each Director, with the exception of the Chair shall be entitled to vote, and in the case of an equality of votes, the Chair shall have a vote.
7.4.12 The management of the activities of the Society shall be vested in the Directors who, in addition to the powers and authorities by these bylaws or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Society and are not hereby or by Statute expressly directed or required to be exercised or done by the Society in general meeting. In particular, the Directors shall have power to establish and change the membership of committees to conduct Association and Section programs and business. The Directors may appoint an Executive Committee, consisting of the Officers and such other persons as the Directors may determine.
7.5 Audit of Accounts
7.5.1 An Auditor of the Society shall be appointed annually by the members of the Society at the ordinary or Annual General Meeting and, on failure of the members to appoint an Auditor, the Directors may do so.
7.5.2 The Society shall make a written report to the members as to the financial position of the Society and the report shall contain a balance sheet and operating account. The auditors shall make a written report to the members upon the balance sheet and operating account, and in every such report, he shall state whether, in his opinion, the balance sheet is a full and fair balance sheet containing the particulars required by the Society and properly drawn up so as to exhibit a true and correct view of the Society's affairs, and such report shall be read at the annual meeting. A copy of the balance sheet, showing the general particulars of its liabilities and assets and a statement of its income and expenditure in the preceding year, audited by the auditor, shall be filed with the Registrar within fourteen days after the annual meeting in each year as required by law.
8.0 AMENDMENT OF BYLAWS
8.1 The Society has power to repeal or amend any of these bylaws by a special resolution passed in the manner prescribed by law.
8.2 Amendments to these bylaws may be proposed by either an affirmative vote of 10 members of the Board, or by written petition signed by 10% of eligible voting members of the Section. All such proposals shall be submitted to the Secretary-Treasurer, who will bring the proposal to the attention of the Board.
8.3 These bylaws may be amended by Special Resolution at any annual business meeting of the Section. 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.
8.4 If the amendment(s) are approved by the Section membership, the Secretary-Treasurer shall submit the amendment(s) to the Executive Director of the Association, for documentation by the AWWA Board of Directors.
8.5 Corrections deemed insubstantial (grammar, punctuation) may be made at the discretion of the AWWA Board. The Board shall be advised of these corrections and may call for a vote of the Section.
8.6 Amendment(s) shall be effective only after receiving notice from the Registrar that the amendment(s) have been approved.
9.1 Dissolution of the Society may take place with the consent of not less than three- quarters (3/4) of the members at a duly called meeting. In the event of dissolution the property and assets thereof, following satisfaction of all obligations and liabilities, shall be disposed of exclusively for the purpose of the Society, as determined by the members at a meeting convened for the purpose of dissolution. Notice of dissolution shall be given to AWWA within ten (10) days. In case of dissolution, 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 AWWA shall be returned to AWWA.
Upon dissolution, the balance of funds or property shall be disposed of by transfer and distribution to any one or more non-profit organizations, funds, or foundations, with like purposes or goals that is organized and operated in an area included in an AWWA franchise area, 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 education purposes;
b) That no part of the net earnings of which enures 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.
e) Any such receiving organization(s) shall be selected by vote of the majority of the members at a meeting called for this purpose. If for any reason such dispositions 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 Society.
10.0 SECTION FINANCES/ADMINISTRATION ISSUES
10.1 Dues: Dues shall be assessed against members as required for membership in AWWA. The Section may, in accordance with the procedures defined in the Governing Documents and established guidelines of AWWA, apply for permission to levy a Section dues assessment. The Section 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 AWWA objectives and policies. Once approved, changes in a Section assessment can be authorized by a vote of the Section Board for submission to and approval by the AWWA Board of Directors.
10.2 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, and the Governing Documents and Bylaws of the Association.
10.3 Financial Controls: All Section finances shall be managed in accord with these bylaws, the Section's policies and procedures, the Bylaws and Governing Documents of the Association, and all applicable financial rules and regulations of the country and provinces in which the Section operates. The Section shall conduct, on an annual basis, an independent audit of all Section finances. The audit shall be conducted by a qualified financial advisor who is neither an employee of the Section nor a member of the Board.
10.4 Borrowing Powers: Loans contracted on behalf of the Section shall be authorized by a Resolution of the Board.
11.1 The Society shall file with the Registrar with its Annual Statement a list of its Directors with their addresses, occupations, and dates of appointment or election, and within fourteen days of a change of Directors, notify the Registrar of the change.
11.3 The Society shall file with the Registrar a copy in duplicate of every special resolution within fourteen days after the resolution is passed.
11.4 The seal of the Society shall be in the custody of the Secretary-Treasurer and may be affixed to any document upon resolution of the Board.
11.5 Preparation of minutes, custody of the books and records, and custody of the minutes of all the meetings of the Society and of the Board shall be the responsibility of the Secretary.
11.6 The books and records of the Society may be inspected by any member at any reasonable time within two days prior to the Annual General Meeting at the registered office of the Society.
11.7 Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Society by the Chair or the Vice-Chair and the Secretary, or otherwise as prescribed by resolution of the Board.
12.1 Indemnification is provided by the Association as described in the Association Bylaws, Article V1 Section 6.01.