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Constitution and Bylaws - 2

 

HAWAII WATER ENVIRONMENT ASSOCIATION
CONSTITUTION AND BYLAWS (Cont.)

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9. OFFICER TERMS AND ELECTIONS
     
  9.1 Terms of Office
    9.1.1 The terms for the President, Vice-President, and Secretary-Treasurer shall be for approximately one year, which term shall start after their installation at the Association annual conference and continue until their successors are installed.
    9.1.2 The term for the Federation Director shall be approximately three years as determined by the annual meetings of the Federation.
    9.1.3 The term for the PWOD Regional Council Representative shall be for approximately three years, which shall start after their installation at the Association annual conference, and continue until their successor is installed.
    9.1.4 Officers who serve full terms (greater than half term) shall not be eligible to serve in consecutive terms, except for the Secretary-Treasurer.
         
  9.2 Nomination and Election of Officers
    9.2.1 Nominations for each elective office for the following year shall be made by and/or received and considered by the Nominating Committee. The committee, through its chair, shall report its selection of one or more candidates for each office required to be filled to the President and the Secretary-Treasurer at least 30 days prior to the meeting at which the election of officers will be held.
    9.2.2 The Secretary shall transmit the report of the Nominating Committee to the Association membership. The eligible voting members of the Association shall elect officers at the last regular meeting prior to the annual conference by a majority vote. Nominations may be made from the floor by eligible voting Members present. If more than one name is placed in nomination for office, voting shall be by ballot and the nominee receiving a majority of the votes cast shall be declared elected.
    9.2.3 All nominees shall have signified their willingness to serve.
    9.2.4 Should any nominee for office not receive a majority of the votes cast for that office, the names of the two nominees receiving the greatest number of votes shall be the candidates and votes cast again.
    9.2.5 If a vacancy in an elected office occurs, the Nominating Committee shall promptly select nominees for the office. Such nominees may be voted on at a duly constituted meeting of the Board or by mail ballot of the Board. The nominee who receives a majority vote of the Board members voting shall be declared elected. The officer so selected shall take office immediately and shall continue in office until a successor is elected.
         
 10. BOARD OF DIRECTORS' MEMBERSHIP, DUTIES AND FUNCTIONS
         
  10.1 The Board shall consists of:
    10.1.1 The Association President
    10.1.2 The Association Vice-President
    10.1.3 The Association Secretary-Treasurer
    10.1.4 The most-recent living Association Past President
    10.1.5 The Federation Director
    10.1.6 The PWOD Regional Council Representative
     
  10.2 Presiding Officer
    10.2.1 1 The President of the Association shall be the Presiding Officer of the Board.
       
  10.3 Duties and functions
    10.3.1 Shall be the representative of the Association and shall manage its affairs and establish policies subject to the conditions and limitations prescribed in this document.
    10.3.2 Shall receive all committee reports and take appropriate action on recommendations made in these reports where required.
    10.3.3 Shall direct the investment and care of the funds of the Association.
    10.3.4 Shall make funds available for regular operation of the Association and for specific purposes. No financial commitments shall be incurred that are beyond the funds available or otherwise due.
         
11. DUES
         
  11.1 Payment of Dues
    11.1.1 The Member Association annual dues for each class of membership shall be determined by the Board.
    11.1.2 Annual dues, both Member Association and Federation, for the Federation recognized Member Association Memberships will be billed directly to Association Members by the Federation Executive Director.
    11.1.3 Annual dues for other Member Association Memberships shall be billed and received by the Secretary-Treasurer.
    11.1.4 Annual dues are payable for a 12-month period beginning with the first date of membership and within one month after each anniversary of that date.
         
  11.2 Subscriptions included in Dues
    11.2.1 All members certified to the Federation by the Association shall be entitled to such publications of the Federation as may be approved by the Board of Control for the appropriate membership class. All members shall be entitled to the publications of the Association as may be approved by the Board for the appropriate membership class.
         
  11.3 Arrears
    11.3.1 Association Members that have been billed and whose dues have not been paid within one month after their anniversary date will be given notice of such default by the Federation Executive Director. If the dues remain unpaid 15 days after such notice, the members in default may be removed from the roll of the Federation by the Executive Director and from the roll of the Association.
    11.3.2 Members in other classes of membership that have been billed and whose dues have not been paid within one month after their anniversary date will be given notice of such default by the Association Secretary-Treasurer. If the dues remain unpaid 15 days after such notice, the members in default may be removed from the roll of the Association.
   
12. ADMISSION AND EXPULSION
         
  12.1 Admission
    12.1.1 Applications for membership will be reviewed by the Secretary-Treasurer according to the policies established by the Board.
    12.1.2 There shall be no admission fee.
     
  12.2 Expulsion
    12.2.1 Any member may be expelled from the Association for good and sufficient reason by a two- thirds vote of the Board.
    12.2.2 Any officer may be removed from office for good and sufficient reason by a two-thirds vote taken at a duly constituted meeting of the Board.
         
13. COMMITTEES
 
  13.1 General
    13.1.1 The President is empowered to appoint committees as may be required to advance the best interest of the Association and to enable it to fulfill its objectives.
       
  13.2 Nominating Committee
    13.2.1 Shall consist of three eligible voting members appointed by the President.
    13.2.2 The President shall designate the Committee Chair.
    13.2.3 Committee shall nominate candidates for the Association elective offices.
         
14. PUBLICATIONS
         
  14.1 All publications of the Association shall be issued under direction of the Board.
       
15. MEETINGS
       
  15.1 Conferences
    15.1.1 An Annual Conference shall be held on the date and at the location selected by the Board.
    15.1.2 Other conferences shall be held on dates and at locations selected by the Board.
    15.1.3 Each person attending the Annual Conference or another conference shall pay a registration fee as determined by the Board.
    15.1.4 Notice of all conferences shall be sent to all Members by the Secretary-Treasurer or under their supervision at least 30 days in advance of any conference.
       
  15.2 Meetings
    15.2.1 Regular meetings shall be held on the date and at the location selected by the Board at least twice each fiscal year.
    15.2.2 Special meetings may be held on dates and at locations as requested by the Board or upon the petition by 10 percent of the eligible voting members.
    15.2.3 Twenty eligible voting members shall constitute a quorum.
    15.2.4 Notices of all meetings shall be sent out to all Members by the Secretary-Treasurer, or under their supervision at least 10 days in advance of any meeting.
       
  15.3 Board Meetings
    15.3.1 The Board shall hold at least one meeting during the Annual Conference.
    15.3.2 Other Board meetings shall be held at the call of the President, or on petition addressed to the Secretary-Treasurer and signed by two or more Board members.
    15.3.3 The President shall notify all Board members at least two days in advance of such meetings.
    15.3.4 The majority (minimum of 4) of its members shall constitute a quorum.
    15.3.5 All meetings shall be conducted according to the latest edition of Robert's Rules of Order Newly Revised. Except as otherwise provided in this document, all questions shall be decided by a majority vote of the Board. No Board member shall have more than one vote.
         
16. AMENDMENTS
       
  16.1 Initiation
    16.1.1 Amendments to this document may be proposed by a majority of the Board, or through it, on petition by 10 percent of the eligible voting members. All proposed amendments shall be submitted in writing to the Board.
    16.1.2 The Secretary-Treasurer shall mail notices and the complete text of proposed amendment/s, on the instruction of the Board, to each eligible voting member.
      16.1.2.1 When the voting will occur at a regular meeting, the notice and the complete text of proposed amendment/s shall be mailed not later than 20 days prior to the regular meeting.
       
  16.2 Adoption
    16.2.1 Amendments to this document may be made by vote of eligible voting members at a regular meeting or by letter ballot mailed to each eligible voting member.
      16.2.1.1 Proposed amendments receiving a two-thirds affirmative vote at a regular meeting shall be adopted.
      16.2.1.2 Proposed amendments receiving a two-thirds affirmative vote of the letter ballots cast shall be adopted. Letter ballots shall be received no later than 30 days following the mailing of the proposed amendment to count as a cast vote.
    16.2.2 Amendments approved by the Association membership shall take effect immediately. The revised document shall be published as soon as practicable.
       
17. DISPOSITION OF ASSETS UPON DISSOLUTION
       
  17.1 In the event of dissolution of the Association, the property and assets thereof, after providing for all obligations and liabilities of the Association, shall then be disposed of exclusively for the purposes of the Association in such manner, or to such organizations exempt from Taxation under Section 501 (c)(3) of the Internal Revenue Code, as shall be determined by the Board.
       
18. ASSOCIATION REPRESENTATIVES ON GOVERNMENT BOARDS, COMMISSIONS, COMMITTEES
       
  18.1 By legislative action (incorporation in Hawaii Revised Statutes) or upon request from a government board/commission/committees the Board may appoint a qualified member to represent the HWEA on such board, commission, or committee.
     
  18.2 Nominee must be an member of the Association in good standing and knowledgeable in the respective field required for the government board/commission/committee.
     
  18.3 All nominees shall have signified their willingness to serve for the term specified and fulfill the duties requested for each appointment.
       
19. LOCAL SECTIONS
       
  19.1 Regional Group
    19.1.1 Any regional group consisting of at least 10 active, corporate, PWOD, student, retired or life members may, subject to the approval of the Board, form a local section for the purpose of furthering the aims and objectives of the Association. Application for the formation of a section with the proposed name and area, accompanied by its proposed Constitution and Bylaws, shall be filed with the Secretary-Treasurer, who shall transmit copies of the application to Board members. Action on the application shall be taken at the next official Board meeting, or by letter ballot of the Board.
         
  19.2 Membership
    19.2.1 The membership of local sections shall consist only of active, corporate, PWOD, student, retired, dual, life members of the Association or any interested person. The local section shall, as a policy, encourage membership in the Association.
       
  19.3 Officers
    19.3.1 Local sections shall have at least three officers; a chair, vice-chair and secretary-treasurer, or officers with similar titles, and may have such other officers as may be necessary.
     
  19.4 Meetings and Business
    19.4.1 Each section shall conduct its meetings and regulate its business in a manner consistent with the objectives and policies of the Association.
    19.4.2 Each section shall submit to the Association Secretary-Treasurer a complete financial statement for the preceding fiscal year within two months of its ending.
         
  19.5

Disbandment

    19.5.1 Local sections shall be disbanded whenever the number of active, corporate, PWOD, student, retired, dual or life members falls below a number necessary to fill the elective offices of that section.
 
  19.6 Amendments
    19.6.1 Amendments to the Constitution and Bylaws of local sections shall be referred to the Board and shall become effective unless disapproved at the next meeting of the Board.
          
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