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Attachment A

Proposed Bylaws Amendment

ARTICLE IX

Membership

1. In General: The membership of this association shall be composed of qualified metropolitan, county, or city wastewater treatment agencies each acting through its designated representative. who shall be a full-time staff member of the agency represented.

2. Election of Members: Members shall be elected by the Board of Directors, which shall approve or disapprove all membership applications. The affirmative vote of a majority of the members of the Board of Directors shall be required for election. Membership shall become effective upon notice by the association to the applicant of the acceptance of its application. Qualifications considered by the Board of Directors shall include the following:

a. the applicant must serve a population of 100,000 or more people;

b. the applicant must subscribe to the purposes and policies of the association; and

c. the applicant must certify that the constitution and bylaws of the association are acceptable to him.

In states with less than two member agencies, the Board of Directors may approve exception to the foregoing minimum population served figure if, in the Board's judgement, the purposes outlined in Article II are thereby served. Membership so acquired shall not be automatically nullified because of the subsequent eligibility and/or election to membership of an agency meeting the minimum requirements.

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 Board shall not approve applications for associate membership submitted jointly by two or more agencies.

4. 3. Subscriber Affiliate: Any non-public or private organization, not meeting the criteria for membership as stated in paragraph 1. of this article 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 subscriber affiliate. Such subscription entitles the subscriber to and receive the association alerts, updates and correspondence technical bulletins, attend association meetings by payment of membership registration fees and participate without right to vote in association committee meetings, provided that subscribers affiliates cannot be members of committees.

5. Membership Priority: The association shall accept into membership no more than one agency serving a common geographical area. Metropolitan agencies shall have priority rights for membership and only upon their explicit indication they do not want to join the association can a secondary agency apply for membership.

6. 4. 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 obligation to pay dues or contributions accruing after the date of such resignation. Any resigning member must pay all obligations prior to withdrawal.

7. 5. Termination of Membership: The Board of Directors, by majority of those present at a meeting at which a quorum is present, 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 IX of these bylaws.

8. 6. 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 15 members.

9. 7. Quorum: At any meeting of the membership of the association, 51 percent of the members in good standing present in person or represented by proxy shall constitute a quorum. Each ember so present is entitled to one vote. In the event a quorum is not present at any regular or special meeting of the membership, a special meeting shall be set by the President not later than 60 days from such meeting and a written notice of such meeting shall be mailed to every member. At such subsequent meeting, the number of members attending the meeting shall constitute a quorum.

10. 8.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.

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