Rural Water Association ofarizona

Transcription

1 BYLAWS OF Rural Water Association ofarizona As approved by the Members on June 7, 1990 Amended March 10, 1992 Amended March 27, 1995 Amended October 6, 1995 Amended August 21, 2001 Amended August 8, 2007 Amended February 5, 2008 Article I The purpose for which the Corporation is formed and the powers which it may exercise, are set forth in the Articles ofincorporation. Section 1: Article II The Name ofthe corporation is the Rural Water Association ofarizona. Section 2: The principle office ofthis corporation shall be 1955 W. Grant Rd, Suite 190, Tucson Arizona, 85745, or other place as the Board ofdirectors may determine. Article III The seal ofthe corporation shall have a circle with the words "Rural Water Association of Arizona" inscribed around the outer perimeter and the words Corporate SEAL in the center. Article IV Fiscal Year - The fiscal year shall be the calendar year. Article V Membership Section 1: Eligibility for membership. Membership in the Association shall be limited to the following classes ofmembers. (a) Voting Members; Public or private water and wastewater, and other types ofutilities, and municipalities with less than 10,000 population, engaged in the transportation, distribution and/or sale ofutility services in the rural area ofthe State ofarizona (b) Non-Voting Associate Members; Any person, firm, corporation, organization or municipality serving more than 10,000 population and adhering to the purpose ofthe Association and desiring to assist in the work ofthe Association may become an associate non-voting member Page 1 of9

2 Section 2: Delegates. Each voting members shall select a delegate and an alternate delegate to represent the member at the meeting ofthe Association. Each voting member shall have one delegate and one vote at the meeting ofthe Association, provided the name said delegates have been submitted to the Board ofdirectors or the Board's designated representative prior to the Annual Meeting. Section 3: Dues. Membership dues shall be determined by the Board ofdirectors ofthe Rural Water Association ofarizona. Section 4: LiabilityofMembers. The property ofthe members ofthe Association shall be exempt from execution for the debts and liabilities ofthe Association. Article VI Meeting ofthe Members Section I: Annual Meetings. The Annual Meeting ofthe members ofthe Association shall be held at a time and place as determined by the Board ofdirectors and shall be held between the period ofjuly I and September 30. The order ofbusiness shall be: ORDER OF BUSINESS a. Call to Order b. Report by Secretary ofdelegates present and determination ofa quarum c. Reading ofthe Notice ofthe Meeting d. Reading and approval ofminutes oflast annual meeting e. Presentation offinancial reports ofthe Association f. Reports ofdirectors and Committees g. Election ofdirectors h. Unfinished Business 1. New Business J. Adjournment Section 2: Special meetings may be called by the President or any three members ofthe Board ofdirectors. Section 3: Notice ofmeetings. A written notice shall be mailed to each members at the address shown on the books ofthe Association at least ten days and not more than forty-five days prior to the date ofany annual or special meeting ofthe members. Section 4: Quorum. At any meeting ofthe members, the members present shall constitute a quorum for the transaction ofany business which may properly come before the said meeting. Page 2of9

3 Section 5: Voting. Each voting member ofthe Association shall be entitled to one vote in person on each matter submitted to the delegates at each annual meeting or special meeting thereof. All matters presented to such annual or special meeting shall be decided by a majority vote ofthe delegates present in person and entitled to vote. Article VII Board ofdirectors Section 1 Number and General Powers. The affairs ofthe Association shall be governed by a Board ofdirectors (hereinafter called the "Board") which shall number a total ofseven Directors. Each Director shall serve for three years or until his or her successor is elected, and his or her term ofoffice shall begin at the close ofthe Association's annual technical conference at which he or she is elected at the annual meeting ofthe members. At the 1995 annual meeting, three (3) Directors shall be elected to serve a two year term. At the annual meeting in 1997 this two year term shall be extended to a three year term with the annual election; At the 1995 annual meeting, two (2) Directors shall be elected to serve a three year term, at the 1996 annual meeting, two (2) Directors shall be elected to serve a three year term. Section 2: Election. The Directors shall be elected by a majority vote ofthe delegates at the annual meeting. Section 3: Qualifications. Directors must be official representatives ofvoting members of the Association. Section 4: Removals and Resignations. The Board ofdirectors may remove any member of the Board ofdirectors for just cause. The members present at any meeting ofthe Association may remove any Director, declare a vacancy, and elect a new member ofthe Board for just cause at any annual or special meeting ofthe Association. Any member ofthe Board ofdirectors shall have the right to resign at any time by submitting his or her written resignation to the then President ofthe Association. Section 5: Vacancies. Any vacancy occurring on the Board ofdirectors may be filled by the remaining Board ofdirectors. This appointment shall continue for the remainder ofthe term filled. Any vacancy created by removal ofa Director, by a vote ofthe membership at any annual or specified meeting, shall be filled by the members present at the meeting which created the vacancy. Page 3 of9

4 Article VIII Meeting ofthe Board ofdirectors Section 1: There shall be at least one meeting annually ofthe Board ofdirectors which shall be held immediately after the annual meeting ofthe members for the purpose ofreorganization or the Board and to transact any other business ofthe Association Section 2: Special Meetings ofthe Board ofdirectors may be held at any place and at any time when called by the President, or any three or more Directors; reasonable notice ofthe time and place being given to each Director. A waiver ofsuch notice in writing either before, or after, the time stated herein; shall be deemed equivalent to such notice. Notice ofany adjourned meeting ofthe Board ofdirectors need to be given. Section 3: Quorum. At all meetings ofthe Board, it shall take a majorityofthe Directors to constitute a quorum authorized to transact business. Section 4: Participation in meetings by conference telephone. Special meetings ofthe Board ofdirectors, and any meetings ofa duly constituted committee, may be held by means of telephone or similar communications equipment. Participation in the meeting pursuant to this section shall constitute in presence in person at such meeting. Article IX Officers Section 1: Number. The Association shall have as officers, a President, Vice President, Secretary, Treasurer and such other officers as may be elected in accordance with the provisions ofthis article. The President and the Vice President must be Directors ofthe Association. The Board ofdirectors may elect or appoint such other Officers, including an Executive Director to serve with or without compensation, as it shall deem desirable, such other officers to have the authority and perform the duties prescribed, from time to time, by the Board ofdirectors. These officers shall be elected by the Board ofdirectors and no Director may hold more than one office. Section 2: Election and Removal. The officers ofthe Association shall be elected at each annual meeting ofthe Board ofdirectors and may be removed by the Board ofdirectors at any time. Section 3: Term ofoffice. The term ofoffice shall be for one year and until their respective successors are elected at the following Board meetings following the annual meeting ofthe members. Page 4 of9

5 Section 4: President. The President shall preside at all meetings ofthe Board ofdirectors and membership. He shall generally perform all the duties which usually pertain to the office of President ofthe corporation. Section 5: Vice President. In the absence ofthe President, the Vice President shall perform all duties ofthe President. He or she shall also perform such other duties as may be prescribed, from time to time by the Directors. Section 6: a. Secretary. The Secretary or designee shall: Keep, or supervise the keeping ofthe minutes ofthe meetings ofthe members and Board ofdirectors in one or more books provided for that purpose; cause notice to be given ofall such meetings in accordance with these Bylaws or as required by law. b. Be custodian ofthe corporate seal and have general charge ofthe records, documents, and papers ofthe corporation not pertaining to the performance ofthe duties vested in others; cause the corporate seal to be affixed to all certificates ofmembership prior to issuance thereof, and to all documents the execution ofwhich on behalfofthe Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws. c. Keep a register ofthe names and post office addresses ofall members ofthe Association and ofdelegates and alternate delegates ofthe members. d. In general, perform all the duties incident to the office ofsecretary and such other duties as may be assigned by the Board ofdirectors. Section 7: Treasurer. The Treasurer or designee shall: a. Have charge and custody ofand be responsible for all funds and securities ofthe Association and cause to be maintained a proper record ofthe receipts and disbursements for the Corporation to be disbursed, when such disbursements shall have been duly authorized. b. Cause all funds to be deposited to the credit ofthe Association and cause the funds ofthe Corporation to be disbursed, when such disbursements shall have been duly authorized. c. Make available on an annual basis all financial reports and audits to the full Board of Directors in a manner that clearly states the fmancial status ofthe organization overall and in its different programs on an individual basis. d. In general, perform all the duties incident to the office ofthe Treasurer and such other duties as may be assigned by the Board ofdirectors. Page 5 of9

6 Section 8: Executive Director. The Board ofdirectors may appoint or employ an Executive Director who shall be charged with the administration and executive management ofthe affairs ofthe corporation, subject to review by the Board ofdirectors. The Executive Director shall have the responsibility and authority to perform those duties specified and approved by the Board ofdirectors in the Executive Director Position Profile and other such duties as the Board ofdirectors may require. In the event ofa vacancy in the position ofexecutive Director, the President shall forthwith appoint and ad hoc search committee whose responsibility shall be to identify, investigate, and interview candidates for the position and make recommendations to the Board ofdirectors for filling the vacancy. Article X Compensation ofofficers and Directors Section 1: Compensation. No Officer or Director ofthe Association, except the Executive Director, shall be entitled to any compensation for or in consideration ofthe execution ofduties as such Director or Officer, provided, however, that the actual reasonable expense ofthe Officer or Directors incurred on the business ofthe Association, may with the Approval ofthe Board of Directors, be reimbursed. Article XI Association Societies Section 1: Purpose. The Association may establish divisions to provide its members and their employees and decision makers with educational and professional development opportunities in areas related to the purpose for which the corporation was formed. The divisions ofthe Association shall be referred to as 'societies' (sometimes referred to as Society). The primary purpose ofthe societies will be to provide networking, professional development, education, training and growth opportunities and to conduct other activities that will enhance the common interests ofits members. Societies shall be organized, function and dissolved at the discretion ofthe Association Board ofdirectors. Section 2: Membership. Upon acceptance by the Association ofan eligible society member's payment ofapplicable fees and dues and, ifapplicable, acceptance by the Association ofthe particular society member's initial or renewal application for membership, such eligible society member shall become a society member with full rights and entitlements. Section 3: Society Elections. Qualification and Management ofboard ofgovernors. A three member Board ofgovernors shall govern the affairs ofthe society, which shall be a standing committee ofthe Association. Ofthe three positions on the Board ofgovernors, a member ofthe Board ofdirectors ofthe Association shall fill one ofthe positions. The Association director who is to serve as a member ofthe society's Board ofgovernors shall be Page 6of9

7 selected by the Association's Board ofdirectors at its regular meetings immediately following the Annual meeting ofthe members ofthe Association. The remaining two members two members ofthe society's Board ofgovernors shall be filled by the members ofthe society, who are elected to serve by the society membership. Except for the initial term to serve on the Board ofgovernors, each member ofthe society's Board ofgovernors shall serve for three-year terms. With respect to the initial term, one ofthe persons selected shall serve for a period ofone year; one ofthe persons selected shall serve for a period oftwo years while the remaining position shall serve for a period ofthree years. The Board ofgovernors shall elect the officers ofthe society. Ifa vacancy occurs for any reason in the position ofthe Board ofgovernors selected by the Association's Board ofdirectors, the Association's Board ofdirectors shall be entitled to appoint a Director from the Association to fill such vacancy on the Board of Governors for the unexpired term ofthe predecessor and, thereafter, until his or her successor is selected. Ifa vacancy occurs for any reason in the position ofthe Board of Governors filled by the election ofthe membership ofthe society, the remaining members ofthe Board ofgovernors may select an individual to fill the vacancy created for the unexpired term ofthe predecessor for such position. The Association Board of Directors may elect to assign and Association work associate to provide staffassistance to the society as needed. Section 4: Officers. The officers ofthe society shall be a president and secretary. These officers shall be elected each year from the Board ofgovernors. Each officer shall be a member in good standing ofthe Association. The officers shall serve until the subsequent annual meeting ofthe society and until his or her successor is duly elected and qualified unless such officer earlier resigns, dies or is removed. Each officer shall have the duties normally attendant to such positions in professional societies or as the Board ofgovernors may designate. Ifany officer's position is vacated during the term for any reason, a person shall be appointed to that vacated position by the remaining members ofthe Board ofgovernors to serve until the next annual meeting ofthe society and until his or her successor is duly elected and qualified. The Board of Governors may remove any officer with or without cause. Section 5: Meetings. The annual meeting ofthe membership ofthe society for the election ofthe Board ofgovernors and for the transaction ofother business properly coming before the meeting shall take place at such time and location that may be designated from time to time by the Board ofdirectors ofthe Association. Notice ofeach annual meeting shall be given in writing, personally, by mail, or by fax, by the secretary ofthe society to each member of the society. The notice shall state the time and place ofsuch meeting and, ifspecial action is to Special Meetings. A special meeting ofthe membership ofthe society may be called at any time by the president ofthe Board ofgovernors or upon the affirmative action ofa majority ofthe Board ofgovernors. Notice ofsuch meeting shall be given in writing personally, by mail, , or fax by the secretary ofthe society to each member ofthe society. The notice shall state the time and the place ofsuch meeting end the purpose or purposes, for which the meeting is called. Page 7of9

8 Section 6: Quorum. A majority ofthe society members who are in good standing and present constitute a quorum for the transaction ofbusiness. The affirmative vote ofthe majority ofthe society members who are in good standing and present at the meeting shall be the act of the membership ofthe society. Societies may not speak or act for the Association Board of Directors except when formally given such authority for specific and time limited purposes. Such authority will be carefully stated in order not to conflict with the authority delegated to the Association executive director. Section 7: Voting. Each society member that is in good standing shall be entitled to one vote. A society members is considered in good standing for the purpose ofthe article ifall applicable fees and dues for the then current fiscal year have been paid to the Association. Article XII Power to Accept Donations The Board ofdirectors shall have the power and authority to accept donations made to the Association for the furtherance ofits purposes; provided, however, that the Board ofdirectors may reject any donation made upon a condition ofrestriction, ifin the discretion ofthe Board of Directors, the donation, as so contained or restricted will not be in the best interest ofthe Association. Article XIII Dissolution In the event ofdissolution ofthe corporation, or in the event it shall cease to carry out the objectives and purposes herein set forth, all the business, property, and assets ofthe corporation shall go and be distributed to such nonprofit corporation oflike purpose or purposes as Directors ofthis corporation may select and designate, and in no event shall assets and property, in the event ofdissolution, go to or be distributed to members, either for the reimbursement ofany sums subscribed, donated, or contributed by such members, or for any other such purpose. Page 8of9

9 Article XIV Amendments These Bylaws may be amended by a majority vote ofthe delegates at any Annual Meeting ofthe Association, or any special meeting ofthe Association, provided that proper written notice ofany proposed revisions is mailed to the members at least thirty-five (35) days prior to the Annual Meeting or special meeting at which the amendment would be voted on. President Page 9 of9