Member Pipeline - Board Information - NACWA Bylaws
National Association of Clean Water Agencies (NACWA) Bylaws
These Bylaws were adopted by the members of the Association of Metropolitan Sewerage Agencies at a regular business meeting held in Houston, Texas, October 10, 1979. They incorporate amendments adopted by the membership since that time, most recently in February 2005, when the association acted to change its name to the National Association of Clean Water Agencies.
- The name of the association shall be: NATIONAL ASSOCIATION OF CLEAN WATER AGENCIES, referred to herein as "the association" or NACWA.
- The core purpose of the association is to be the leading advocate for
responsible national policies that advance clean water and a healthy
environment. NACWA considers the following core values inherent in achieving
this purpose and will aggressively pursue them:
a. Scientifically and economically informed environmental policy;
b. Visionary and results-oriented leadership embracing innovation and diverse input;
c. Environmental stewardship;
d. Fiscal responsibility;
e. Integrity and credibility in all we do;
f. Collaboration as an effective strategy; and,
g. Continuous professional development.
2. It is hereby provided:
- The association is one which does not contemplate pecuniary gain or
profit to the members thereof, and is organized solely for non-profit
purposes as set forth herein, and no part of the net earnings of the
association shall inure to the benefit of or be distributable to its
members, directors, officers, or other private persons, except that the
association shall be authorized and empowered to pay reasonable compensation
for services rendered and to make payments and distributions in furtherance
of the purposes as set forth in these articles.
- The association shall not participate in, or intervene in (including the
publishing or distribution of statements) any political campaign on behalf
of any candidates for public office or political party. Notwithstanding any
other provision of these articles, the association shall not carry on any
other activities not permitted to be carried on by an association exempt
from federal income tax under Section 501(c)(6) of the Internal Revenue Code
of 1986 (or the corresponding provision of any future United States Internal
- Upon the dissolution of the association, the Board of Directors shall, after paying or making provisions, dispose of all the assets of the association exclusively for the purposes of the association in such a manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes or shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the District Court of the District of Columbia, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
- The principal place of business of the association is fixed and located at Washington, D.C., provided, however, that the Board of Directors may at any time or from time to time change the location of the principal place of business from one location to another within the United States of America.
- Composition: The management of the affairs of the association is
vested in a Board of Directors, with not less than ten nor more than thirty
directors elected on a regional basis (using U. S. Environmental Protection
Agency, or any successor agency, federal regions) with the number of
directors from each region based upon the number of member agencies in such
region according to the following formula: for regions with seven or fewer
members, one director; for regions with eight to fourteen members, two
directors; and for regions with fifteen or more three directors. The
composition of the Board of Directors shall also include three at-large
seats, to which Association members may be appointed by the President, and
confirmed by the Board, through a process endorsed by the Board. The maximum
membership of the Board of Directors shall be thirty-three members.
- Duties of the Board: In addition to its general management
responsibilities, and without limitation, the Board shall perform the
following specific duties: (a) establish annual association goals; (b)
oversee the management of the association's finances, including approving
the annual budget and establishing an appropriate dues structure; (c)
allocate the association's resources; (d) approve programs and activities of
the association's committees and provide oversight of such committees; (e)
adopt association positions and policies; (f) oversee the management of the
association's activities through policy guidance and directives to the
Executive Director and oversight of staff activities; (g) establish
relationships with other organizations where it is in the interest of the
association to do so; (h) authorize participation in litigation to protect
the association's interest; and, (i) ensure orderly long-range planning for
- Election: The directors of the association shall be elected by a
majority vote of a quorum of the membership at a meeting with this purpose
included on the agenda mailed to the members at least fifteen days prior to
the meeting, and shall assume their duties at the meeting of the Board to
follow. They shall remain in office until their successors assume their
- Qualification: Eligibility for election to the Board shall be
limited to those individuals who have been designated as their agency's
representative to the association and only designated representatives of
association members in good standing may serve on the Board. Only members of
the Board shall be eligible to vote at Board meetings.
- Tenure: Directors shall not serve more than three consecutive
full three year terms.
- Removal of Director: The Board of Directors by a two-thirds
majority may remove any director who, without justification, is absent from
three successive regular meetings of the Board of Directors.
- Vacancies: Any vacancy occurring on the Board of Directors by
reason of death, resignation, or removal of a director may be filled by a
majority vote of the remaining members of the Board of Directors. Such
appointee shall serve during the unexpired term of the director whose
position has become vacant.
- Regular Meeting: A regular annual meeting of the Board shall be
held without other notice than this bylaw immediately after, and at the same
place as, the annual meeting of members. In the event there is no annual
meeting of the association, the Board shall meet at a place and on a date
and time determined by the President upon ten days' notice.
- Special Meetings: Special meetings of the Board may be called by
or at the request of the President. Notice of any special meeting of the
Board shall be given at least five days previous thereto to each member of
the Board. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in
the notice or waiver of notice of the meeting. Any member of the Board may
waive the requirement to receive notice of any meeting. On matters requiring
immediate action or when it is impractical to convene the Board of
Directors, the President may call for mail or electronic votes. In such
cases where electronic votes are cast, the Board shall ratify the resulting
action at their next in-person meeting.
- Quorum: A majority of the members of the Board of Directors shall constitute a quorum.
- Officers: The officers of the association shall be President,
Vice President, Secretary, and Treasurer. The Board may elect or appoint
such other officers as it shall deem desirable, such officers to have the
authority and perform the duties prescribed, from time to time, by the
Board. No more than one (1) officer may be elected by the Board from any
region. The same individual may not simultaneously hold more than one
- Distribution of Officers: No more than one officer of the
association may be elected by the Board from any region.
- Election: At the next meeting following the election of
directors, the members of the Board of Directors shall elect from their
number the following officers; President, Vice-President, Secretary and
Treasurer. If the election of officers shall not be held at the regular
meeting, such election shall be held at the next regular meeting or special
meeting as soon thereafter as conveniently may be.
- Term of Office: The officers of the association provided for
above shall each serve for a term of one year, which term shall start at the
beginning of the Board meeting at which they are elected and continue until
successors are elected. Such officers may be elected by the Board of
Directors to succeed themselves.
- Removal of Officers: Officers of the association shall serve at
the pleasure of the Board and may be removed by a simple majority vote of
the Board, provided that any Board member who intends to propose the removal
of an officer shall notify all other directors, including the officer
proposed to be removed of such intention at least five days prior to any
regularly scheduled Board of Directors meeting.
- Vacancies in Association Officers: In the event of the death,
resignation or removal of any officer of the association other than
President (See Article V, Sec. 8), the Board shall elect from among its
members a successor to complete the term of office so vacated.
- President: The President shall be the principal officer of the
association and shall in general supervise and control all the business and
affairs of the association. The President shall preside at all meetings of
the members and of the Board of Directors. The President may sign, with the
Secretary or any other proper officer of the association authorized by the
Board of Directors, any contracts, agreements or other instruments which the
Board has authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the Board or by statute to
some other officer or agent of the association. The President shall serve as
the Chair of the Executive Committee.
- Vice President: The Vice President shall preside at all meetings
and function in the absence of, or at the request of, the President. The
Vice President may be assigned other duties from time to time by the
President or the Board of Directors. In the event of death, resignation, or
removal of the President, the Vice President shall automatically succeed and
serve the remainder of the President's term.
- Secretary: The Secretary shall attend all meetings of the Board
of Directors and shall record the proceedings thereat, and shall report the
same to the next succeeding meeting. The Secretary shall perform such other
duties as may be assigned by the Board of Directors.
- Treasurer: The Treasurer, subject to such regulations as may from time to time be promulgated by the Board of Directors, shall have responsibility to render to the Board of Directors an annual, and/or upon request, accounting of the financial condition of the association. The Treasurer, upon request of the Board of Directors, shall engage an independent auditor subject to the Board's approval to make an audit of the financial records according to standard acceptable accounting procedures.
- Executive Committee: To assist in the management of the
Association, there shall be an Executive Committee of the Board of
- Board Committees: The Board of Directors may establish
committees, in addition to the Executive Committee, as appropriate. The
President shall appoint the members of such Committees from among the
members of the Board and shall designate the Chair and Vice Chair of such
- Standing Committees: The President shall create such Standing
Committees as necessary to facilitate the efforts of the association in
achieving its basic goals. The President shall designate a Chair and Vice
Chair of each such Standing Committee. The President may replace any Chair
or Vice Chair if such action will better achieve the association's
- Oversight: The President shall ensure that Committees perform in
accordance with the basic goals of the association and any specific goals
and objectives approved by the Board for each Committee, and shall oversee
Committee utilization of staff resources.
- Standing Committee Programs and Reports: Each Standing Committee shall submit to the Board following the annual meeting its program and agenda for the next year, and shall report in writing at least annually on its activities, including any recommendations the committee may have for Board consideration.
- Executive Director: The Board of Directors is authorized to
appoint an Executive Director to manage the business and the activities of
the association, including the authority to hire additional employees,
consultants, and other appropriate personnel, and to manage the funds of the
- Salary: The Executive Director shall be compensated at a level
and in a manner to be fixed by the Board of Directors.
- Performance of Duties: The Executive Director shall report to the
Board of Directors periodically and shall on a continuing basis keep the
President informed of National Office activities and operate subject to the
- Handling of Funds: The Executive Director shall have the care and
custody of the general funds, securities, properties, and assets of the
association, and shall deposit the funds and securities in his care in such
banks, trust companies or depositories as the Board of Directors shall
designate, and shall disburse and dispose of the same, taking proper
vouchers for such disbursements. The Executive Director shall keep accurate
books of account, recording therein the amounts of all monies, funds,
securities, properties and assets in the Executive Director’s custody
showing at all times the amounts of all property belonging to the
association, wherever located, and showing the amount of disbursements made
and the disposition of property and shall, upon request, provide such
information about the financial condition of the association to the
Treasurer. The Executive Director shall exhibit the said books and records
when required by the Board of Directors.
- Insurance: The Association shall maintain insurance appropriate to protect itself and its assets.
- These bylaws may be altered, amended or repealed and new bylaws may be adopted by a two-thirds vote of a quorum of the membership at any regular or special meeting, provided that a copy of such proposed amendments shall have been sent to each member not less than 15 days in advance of the meeting at which the amendments are to be voted upon. No proposed amendment shall be put before the membership unless it shall have been first signed by 15 or more members of the association, or in the alternative, submitted by a majority vote of the Board of Directors.
- In General: The membership of this association shall be composed
of publicly owned wastewater treatment agencies each acting through its
designated representative who shall be a full-time staff member, or an
elected or appointed official, of the agency represented.
- Affiliate: Any public or private organization whose interests are
compatible with the bylaws and objectives of the association may upon
application and the payment of a fee set by the Board of Directors, become
an affiliate and receive association alerts, updates and correspondence,
attend association meetings by payment of membership registration fees and
participate without right to vote in association committee meetings,
provided that affiliates cannot be members of committees.
- Resignation: Any member may resign at any time by filing a
written resignation with any officer of the association or member of the
Board of Directors, except as may be otherwise provided in any written
pledge agreement executed by the resigning member. Such resignation shall
relieve the member so resigning from all obligations to pay dues or
contributions accruing after the date of such resignation. Any resigning
member must pay all obligations prior to withdrawal.
- Termination of Membership: The Board of Directors may suspend or
expel a member for cause after an appropriate hearing and may, by the same
vote, terminate the membership of any member who becomes ineligible for
membership or suspend or expel any member who shall be in default in the
payment of dues or contributions for the period fixed in Article X of these
- Annual Meeting: The annual meeting of the membership of the
association shall be held on the date and at the place determined by the
Board of Directors, and notice of not less than 15 days shall be given to
the membership. Special meetings of the membership of the association may be
called from time to time at the discretion of the Board of Directors of the
association, by the President of the Board of Directors, or by not less than
- Quorum: At any meeting of the membership of the association,
those members present either in person or by proxy shall constitute a
- Proxy: Any member may designate a proxy to attend any regular or special meeting of the members. Such proxy shall be counted in determining a quorum.
- Funds and Donations: All funds received by the association,
whether received as annual payment for services, donations, bequests or
grants from any private or governmental body, shall go to the general funds
of the association.
- Dues: Members shall pay, as a condition of membership, dues
as fixed annually by the Board of Directors. The dues schedule shall be
based on each member’s service area population and other factors as
determined by the Board of Directors.
- Delinquent Payments of Dues: In the event that payment of dues as provided by these bylaws is delinquent, the delinquency shall be addressed in an manner consistent with a protocol set forth in Board policies.
- Dues: Members shall pay, as a condition of membership, dues as fixed annually by the Board of Directors. The dues schedule shall be based on each member’s service area population and other factors as determined by the Board of Directors.
- Rules of Order: Unless otherwise provided, all proceedings are to be governed by Robert’s Rules of Order.