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Proposed Amendments to AMSA's Bylaws

AMSA's Planning & Bylaws Committee met in Chicago on April 1 to discuss and develop recommendations for Board of Directors consideration on a number of issues. Chief among their recommendations to the Board was the approval of two proposed Bylaws amendments, one addressing board composition and the other focusing on membership development. Following the Committee's recommendation, a majority of AMSA's Board of Directors voted to present the two amendments for membership vote in May. The membership will vote on the amendments which follow during the Annual Association Business Meeting on Monday, May 5, 1997 in Washington, DC during AMSA's 1997 National Environmental Policy Forum & 27th Annual Meeting.

Two bylaws amendments are being recommended for approval by AMSA's membership. The first addresses the issue of board composition and the second addresses membership development. The following material will provide recommendations and rationale for your review.

Board Composition

Recommended Bylaws Amendment: Article IV, Board of Directors, Section 1. Composition shall be amended to read as follows (additions in italic/deletions as strikeouts):

1. Composition: The management of the affairs of the association is vested in a Board of Directors of not less than ten nor more than thirty directors who shall be elected on a regional basis (using EPA, 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 ten seven or fewer members, one director; for regions with eleven eight to fourteen members, two directors; and for regions with fifteen or more members, three directors. provided, however, that any director serving on the Board at the date of the adoption of this section shall continue to serve until the end of his current term regardless of the regional formula.

Rationale:
The proposed amendment would change the formula currently used to determine the composition of the AMSA Board of Directors. This change would provide regions with between eight to 14 members the opportunity to have two, as opposed to one, directors on the board. By lowering the requirement threshold, regions I, VII and X would be able to nominate an additional representative from their respective regions to serve on the board. The approval of this amendment would increase the size of the board from 21 to 24 members.

By way of background, when members of AMSA's Strategic Planning Committee met in 1987-88 they discussed extensively board membership distribution, considering both a "number of members" and a "population served" approach. In considering the "number of members" approach, they reviewed both the current formula and the formula being proposed above, but, there is no indication why they selected the current formula except that it resulted in a board with one less seat, making the composition 17 as opposed to 18 members. In making its recommendations, the committee also considered the regional breakdown of the 99 agencies that were members during that time. Since 1987, AMSA's membership has grown by 62% and the board has grown by 24% going from 17 seats to 21 seats. In addition to significant growth in regions III, IV, V, VI, and IX, all of which have three seats on the board, there has also been considerable growth in regions I, VII, and X. This growth should be recognized through the provision of additional board seats in these regions. Region VIII has experienced the slowest growth, just recently increasing its membership from four to five. The slow growth in region VIII is largely due to the fact that AMSA has no members in Wyoming, Montana, North Dakota, or South Dakota.

The attached chart compares the number of members per region for the years 1988 and 1997, the corresponding board seat composition for those years, and reflects the changes to the board composition if the proposed amendment is approved.

Membership Development

Recommended Bylaws Amendment: Article IX, Membership, Section 3. Associate Members shall be amended to read as follows (additions in italic/deletions as strikeouts):

3. Associate Members: The affirmative vote of a majority of the members of the Board of Directors may elect into Associate Membership of the association public sewerage agencies who do not meet the qualifications for members. Such associate members shall be entitled to all perquisites of membership except voting rights. The fee for associate members shall be at the same rate as the minimum membership fee. The Board shall not approve applications for associate membership submitted jointly by two or more agencies.

Rationale:
The proposed amendment would provide the Board of Directors with the discretion to establish a different dues schedule for associate members than is currently in practice.

In recognition of the 25th Anniversary of the Clean Water Act, it is recommended that AMSA take steps to aggressively reach out to the thousands of POTW's currently serving populations of less than 100,000. An increased membership base would dramatically strengthen AMSA's ability to represent the nation's POTW community before Congress, EPA, and other federal agencies; it would enable AMSA to be more effective at the EPA regional and state levels; and would establish AMSA as the preeminent organization representing POTW's in the United States.

1988 and 1997
Region/Board Growth Comparison Chart


REGION

1988
MEMBERSHIP

1988
BOARD SEATS

1997
MEMBERSHIP

1997
BOARD SEATS

PROPOSED
BOARD SEATS

I

5

1

8

1

2

II

12

2

14

2

2

III

8

1

17

3

3

IV

13

2

28

3

3

V

19

3

27

3

3

VI

13

2

18

3

3

VII

4

1

9

1

2

VIII

4

1

5

1

1

IX

15

3

24

3

3

X

6

1

10

1

2


TOTALS =


99


17


160


21


24