STANDARD BYLAWS FOR AWWA SECTIONS
Following is a set of standard bylaws, which are intended for use by all AWWA sections when
making changes to section bylaws. The language presented in each article is both in keeping with
the Articles of Incorporation, Bylaws, and Governing Documents of AWWA, and consistent with the
recommendations and expectations of the AWWA Administrative & Policy Council (APC). APC is
the AWWA volunteer unit responsible for scrutinizing proposed changes to section bylaws prior to
final review by the AWWA Board of Directors.
These standard bylaws are intended to help sections make revisions to bylaws in the easiest, most
direct, and least time-consuming manner. An explanation of the bylaws amendment process is
found in the accompanying document, "How To Revise Your Section's Bylaws." That document is
part of the widely used series of "How To Guides for Sections," and contains all the specific steps
that AWWA and its sections must take to officially revise section bylaws.
This document contains the text that should be used and/or considered for use in section bylaws.
Certain aspects of section bylaws are expected to be stated in a specific manner. Typically these
aspects are critical to defining the link between AWWA and the section, and come directly from the
official documents of the Association. In these cases, the sections are expected to incorporate the
language as printed. In other cases, the specific language used is not as important as the overall
intent. Here the sections have more latitude to incorporate their own words, provided they are not in
conflict with nor inconsistent with AWWA Bylaws and Governing Documents.
The two-fold purpose of the standard bylaws language is to: 1) provide consistency from section to
section, as often as possible; and 2) allow for flexibility, when appropriate. Accordingly, each article
of the standard bylaws contains both required or recommended language and an explanation for the
Any amendments to section bylaws are subject to review and approval by the APC and the
Association Board of Directors. Therefore, sections are encouraged to establish a policies and
procedures manual to address governance issues unique to the section such as committee
structure, scope, term limits, etc., rather than include these issues in the section bylaws. Changes
in these policies and procedures can then be made by the section without review and approval by
Any questions or discrepancies should be addressed early in the bylaws revision process. AWWA
Section Services Representatives are responsible for working with all sections on bylaws
amendments, and sections are encouraged to contact their representative at the beginning of the
revision process (and any time necessary thereafter).
Note: For clarity, the term “section board of trustees” will be used to represent the section
governing body throughout this document. This term should be replaced with the specific
name of the section’s governing body, if the section does not call its governing body the
“section board of trustees.”
CONTENTS OF STANDARD SECTION BYLAWS
The standard section bylaws consist of the following items. Each of these items will be presented as
an "article" in the standard bylaws, except for the title. The order or sequence of the articles
presented here is not mandatory, and sections may combine one or more of these articles or create
additional articles, as necessary. Importantly, the order of articles should be logical and most
efficient for the section's use, and the content must be consistent with the standard bylaws, as
outlined and explained below.
Title of Bylaws
Name of Section
Headquarters and Operations
Eligibility to Vote
Subsections and Districts
Special Note on Gender Reference
STANDARD SECTION BYLAWS
ARTICLES AND EXPLANATIONS
1. TITLE OF BYLAWS:
THE BYLAWS OF THE ______________ SECTION
2. Article I - NAME
The name of this organization shall be the ______________ Section of the American Water
Works Association (hereinafter the "section"). The American Water Works Association shall
hereinafter be referred to as the "Association."
Sections with subsections (districts) may want to name them here.
Sections that have organizational ties to other associations should indicate the nature of
the relationship, either here or with a separate article.
3. Article II - OBJECTIVES
The objectives of this section are to promote public health, safety, and welfare through the
improvement of the quality and quantity of water delivered to the public and the development
and furtherance of understanding of the problems relating thereto as noted in the AWWA
Articles of Incorporation.
This text is verbatim from the AWWA Articles of Incorporation.
Sections may want to include additional text from the Articles of Incorporation.
Sections that wish to use text other than shown above may do so, however they must
also reference the Articles of Incorporation.
4. Article III - HEADQUARTERS AND OPERATIONS
3.1 The headquarters of the section shall be at the office of the secretary-treasurer of
the section, unless otherwise designated by the Section Board of Trustees.
Standard Section Bylaws
3.2 All matters pertaining to the operation of the section shall be in accordance with the
Articles of Incorporation, Bylaws, and Governing Documents of the American Water
Works Association and with these bylaws.
Though not required, it is generally accepted that the office of the secretary-treasurer is
the headquarters of the section.
The statement on operations is optional, and could be split into a separate article.
5. Article IV - MEMBERSHIP
4.1 The membership of the section shall consist of those members of the American
Water Works Association residing in or having principal business activity in the
___________________ Section, multi-section members and those assigned to the
__________________ Section by the Executive Director of the American Water
4.2 The geographic boundaries of the __________________ Section are defined as the
State(s)/Province(s) of _________________.
The text for Section 4.1 was approved by the APC on March 13, 1993. This language is
required for APC and BOD approval.
In Section 4.2, the first blank should be filled with the name of the section, and the second
blank should be the geographic area/political entity, e.g., "the State of Montana," or "the
provinces of Alberta, Saskatchewan, and Manitoba."
6. Article V - ELIGIBILITY TO VOTE
5.1 All members of the section in good standing, including multi-section members, are
eligible to vote.
5.2 Occasions where a vote of the membership is required include: the election of
section officers and/or other members of the Section Board of Trustees as described
herein; approval of a proposed amendment of these bylaws; approval of a special
dues assessment of the section membership; or in any other event for which the
Section Board of Trustees requires a vote of the section membership.
Standard Section Bylaws
The list of occasions in 5.2 is optional.
If a section has subsections (districts), then eligibility for voting in subsection (district)
elections should be indicated here.
7. Article VI - SECTION FINANCES
6.1 Dues: Dues shall be assessed against members as required for membership in
AWWA. The section may, in accordance with the procedures defined in the
Governing Documents and established guidelines of AWWA, apply for permission to
levy a section dues assessment. The section assessment would be levied annually
at the time of membership renewal, and the revenue collected would be used to
increase the funds available for section uses consistent with AWWA objectives and
policies. Once approved, changes in a section assessment can be authorized by a
vote of the Section Board of Trustees for submission to and approval by the AWWA
Board of Directors.
6.2 Fees: The section reserves the right to collect fees for section activities and events,
as appropriate (e.g., registration fees for annual meetings, teleconferences, and
other educational programs). Such fees will be established in accordance with these
bylaws, the policies and procedures of the section, and the Governing Documents
and Bylaws of the Association.
6.3 Financial Controls: All section finances shall be managed in accord with these
bylaws, the section's policies and procedures, the Bylaws and Governing Documents
of the Association, and all applicable financial rules and regulations of the country
and province or state in which the section operates. The section shall conduct, on
an annual basis, an independent audit of all section finances. The audit shall be
conducted by a qualified financial advisor who is neither an employee of the section
nor member of the Section Board of Trustees.
Section 6.1 is intended for the sections who have now or who may in the future have a
section dues assessment. Sections should consider adding this language to bylaws to
allow them to implement a section dues assessment in the future, even if they have no
current plans to do so.
It is recommended that sections do not indicate a dollar amount nor a percentage--
because any future change in the amount would require a bylaws amendment. It is better
to indicate amounts/percentages in the section policies and procedures, so that they can
be changed by the section without a change to the section bylaws.
Section 6.2 may not be necessary, but it does establish the section's authority to charge
registration fees at a level that matches the specific goals and policies of the section.
Again, the details are left out of the bylaws and should be found in the section and/or
specific committee policies and procedures.
Standard Section Bylaws
Section 6.3 is recommended strongly as a means to ensure the proper financial "checks
and balances" for the section. Similar language is currently being considered for inclusion
in the AWWA Governing Documents.
8. Article VII - SECTION GOVERNANCE
7.1 Authority and Purpose of the Section Board of Trustees
7.1.1 A statement of authority and purpose is optional. The Governing Documents of the
Association indicate that sections shall be autonomous entities and shall be entitled
to govern the operation of the section so as to not be inconsistent with the Articles of
Incorporation, Bylaws, and Governing Documents of the Association. The Section
Board of Trustees assumes the primary responsibility for operating the section in this
manner, so it is appropriate (but not necessary) to recognize such responsibility.
7.1.2 For sections with subsections, a statement enabling the governing board to create
subsections, govern their operation, and dissolve them should be included here.
There can also be reference to the geographical boundaries, names of subsections,
method of governance, and relationship to the section.
7.2 Members and Structure of the Section Board of Trustees
7.2.1 The section shall have a governing board consisting of a chair, vice-chair, and/or
chair-elect, Director, two or more trustees, and such officers and members as
deemed necessary for the proper functioning of the section.
7.2.2 The governing board shall also include a secretary and treasurer (or a combined
secretary-treasurer) who may be elected by the members or appointed by the
These two paragraphs are found in the Governing Documents, Article XI, Section 11.3.2.
The term "chair" should be used instead of "chairman" or "chairperson."
The term "President" is reserved for the President of the American Water Works
Association, and will not be recognized by the APC as a substitute for "chair." This
distinction was established by the APC in their meeting on April 6, 1990.
The section should designate the titles of each position on the governing board (chair,
vice-chair, etc.), and should designate the name of the governing board, such as "Board
of Trustees," and if necessary, distinguish between members of the board and officers.
Standard Section Bylaws
Note that the traditional position of "past chair" is not listed as "required." It is, however,
suggested that the section establish and maintain this position as part of the governing
Voting rights for board members should also be clearly defined.
An organizational chart is not necessary, but can be helpful. It may also be appropriate to
put such a chart in the section policies and procedures manual.
7.3 Eligibility to Serve on Section Board of Trustees
7.3.1 Any member of the section, including a multi-section member, shall be eligible to
hold elective office in the section.
7.3.2 Multi-section members may hold office in only one section at a time.
7.3.3 Two or more offices may not be held by the same individual, with the exception of
the offices of secretary and treasurer.
Eligibility is clearly defined in Article XI, Section 11.2.3 (2). of the Governing Documents of
7.4 Nominations for Members of the Section Board of Trustees
7.4.1 The section shall conduct an appropriate nomination and election process for the
following members of the Section Board of Trustees: chair, vice-chair, and/or chair-
elect, Director, and trustees.
7.4.2 The Director shall be nominated and elected in a manner consistent with Article III of
the Bylaws of the Association.
7.4.3 For all elected positions other than Director, a Nominating Committee should be
appointed by the chair or the Section Board of Trustees. The Nominating Committee
should consist of a minimum of the immediate past-chair and either the next two
most immediate past-chairs or any other members that the Section Board of
Trustees deems appropriate based on knowledge of and experience in the section.
With the exception of the Director, the Governing Documents of the Association do not
identify specific nomination procedures for members of the Section Board of Trustees.
Accordingly, much of the procedure and protocol is left to the section to establish and
follow. Some sections have separate nominating procedures for Directors and other
members of the Section Board of Trustees.
Standard Section Bylaws
For positions other than the Director, the Nominating Committee should identify the
appropriate number of candidates for each open elective office, and submit these names
to the Section Board of Trustees in the time frames established under the section's
bylaws and the section's policies and procedures.
These time frames vary widely across the 43 sections of AWWA (from 1 to 4 months), but
generally the Nominating Committee submits the names to the Section Board of Trustees
within 60 days of the actual election. This allows the section to develop an appropriate
announcement and/or ballot and importantly, gives them at least 30 days to get the notice
to all the voting members, who are required to have an additional 30 days to review the
list of candidates prior to voting (see below under "Election Procedures").
Sections are encouraged to consider the Association’s commitment to diversity and the
involvement of young professionals in nominating members for the Section Board of
7.5 Election of Members of the Section Board of Trustees
7.5.1 All members of the section in good standing, including multi-section members, are
eligible to vote in an election for members of the Section Board of Trustees.
7.5.2 Members of the Section Board of Trustees may be elected either during the annual
business meeting of the section or, if approved by the Section Board of Trustees, by
letter ballot. The voting process should be established and administered by the
Section Board of Trustees in accordance with these bylaws and the Bylaws and
Governing Documents of AWWA.
The election of section officers and/or members of the Section Board of Trustees is an
important process that must be established and administered by the section.
Create a system that makes sense for your section, depending on the size of your section
membership, the distribution of those members, the attendance and participation in your
section annual meeting, and the track record of member response to mail ballots.
If the election of officers occurs at the annual meeting, be sure to establish a quorum in
your section bylaws for such a vote. If the elections are conducted through the mail, be
sure to establish a system that keeps track of who voted, while maintaining an appropriate
level of confidentiality.
Be sure to indicate how a winner is determined - typically by receiving a simple majority of
7.6 Terms of Office for Section Board of Trustees
Standard Section Bylaws
7.6.1 The Director shall be elected for a term of three years or as otherwise required by
the Bylaws of the American Water Works Association.
7.6.2 The term of the chair, vice-chair or chair-elect, and past chair shall be one (1) year.
These terms shall commence following the turning over of the gavel of office during
the section annual meeting/conference at which they are elected or succeed to
office, and shall terminate at the turning over of the gavel of office of the Annual
Conference at which their term expires.
7.6.3 The term of office of a trustee shall be years and the duties of a trustee shall
be section to insert text .
7.6.4 The term of secretary, treasurer, or combined secretary-treasurer shall be
determined by the Section Board of Trustees and/or the section bylaws.
Except in the instances where a Director's term begins due to the filling of a vacancy (see
below), the Director's term will commence at the next scheduled meeting of the AWWA
Board of Directors (either during AWWA's Annual Conference or the January meeting)
after the Director is elected by the section.
Generally the terms of the Section Board of Trustees members are well established in the
section bylaws. Typically the section elects someone at the trustee level and that person
succeeds "through the chairs" en route to being the chair. However, the length of term of
trustees and the succession route to chair should be determined by the section.
Be sure to note where appropriate the guidelines for succeeding oneself in an
office/position. Typically the positions of chair, chair-elect/vice chair, and past chair do not
allow for back-to-back terms, except in special circumstances.
The term of secretary, treasurer, and secretary-treasurer may vary widely across AWWA
sections. Some of the determining factors are: the need for/benefits of continuity and
experience at this critical position; whether you have one or two or three people (including
an assistant to the secretary or treasurer or secretary-treasurer); section paid staff; the
availability/willingness of individuals to serve a long term (3 years or more); and whether
the position is by election or appointment. Again, the section should determine which type
and length of term best serves the section's needs.
The term of office and duties of a trustee shall be determined by the section, based on the
structure, function, and chain of succession established by the section bylaws and related
policies and procedures.
7.7 Vacancies on Section Board of Trustees
7.7.1 In the case of a vacancy in the office of the Director, a successor to serve for the
remainder of the term shall be selected by the members of such section as
prescribed in the bylaws of the section or shall be appointed by the Section Board of
Trustees. The section chair or secretary shall notify the Executive Director of the
Association of such selection.
Standard Section Bylaws
7.7.2 In the case of a vacancy in the office of the chair, vice-chair or chair-elect, trustee,
and secretary-treasurer, the Section Board of Trustees shall appoint a suitable
replacement to complete the term of the vacant position.
7.7.3 The voting members of the Board may, by resolution passed by a majority of not less
than two-thirds (2/3) of the votes of such members at a duly called meeting of the
Board, remove any Board member or Committee Chair before the expiration of his or
her period of office if the officer or committee chair fails to carry out the
responsibilities of elected or appointed office as so determined by the Board. A
vacancy created by the removal of a Board member may be filled by the voting
members at the meeting at which the Board member or Committee Chair is
removed, or if not so filled, may be filled by a quorum of Board members
Article III of the AWWA Bylaws describes how to fill a vacancy for the Director.
All other vacancies can be filled in an appropriate manner prescribed by the Section
Board of Trustees. This procedure should be part of the section bylaws and would likely
be listed as subsequent bullets under Article VII, Section 7.7.2 above.
! Sections are encouraged to have a provision for removing an officer. If this provision
is not included in the sections bylaws, then the section will be required to adhere to
state or provincial laws dictating how an officer is removed.
7.8 Duties of Section Board of Trustees
With the exception of the Director, the duties for all other members of the Section Board
of Trustees should be established by the Section Board of Trustees.
The Director shall represent the section on the Board of Directors of the American Water
Works Association, and shall act to work with the chair and other members of the Section
Board of Trustees to coordinate and unify the actions of both the Association and the
A detailed description of the duties of the Section Board of Trustees is not required in the
section bylaws. The recommended place for a detailed description of duties is the
section's policies and procedures manual. The section should limit the amount of detail
regarding duties, recognizing that any change in these duties will require a formal bylaws
amendment, as opposed to a modification of the section policies and procedures
8. ARTICLE VIII - MEETINGS
8.1 Section officers and/or the Section Board of Trustees shall meet at least once each
year to conduct the business of the section.
Standard Section Bylaws
8.2 The section itself shall hold at least one business meeting a year to elect officers and
conduct other business as may be necessary.
8.3 For the purpose of achieving the objectives of the Association and the section, the
section is expected to hold an annual conference at which technical papers are
presented and water supply industry issues are discussed. The location of such a
conference is determined by the section.
Both the annual officers/ Section Board of Trustees meeting and the annual business
meeting of the section are required by Article XI, Section 11.5, of the Governing
Documents of AWWA.
In most sections, the Section Board of Trustees will meet more frequently than once per
year, and if this is the case, the section should indicate this in the bylaws. Again, only a
brief mention of the intent to meet and/or the authority to hold additional meetings is
sufficient. The details about sites, arrangements, conduct for meetings, and other issues,
such as reimbursement of expenses, should be in the section policies and procedures
On a similar note, the Section Board of Trustees should give themselves the authority to
call a special meeting. This is usually done by the request of a specified number of board
members or by a signed petition from a specified number of active members of the
section. Typically, the guidelines for these special meetings limit the agenda to the
purpose for which it was called and discourage discussing any other business.
Sections may wish to provide or sponsor exhibits at their annual conference. Established
procedures and guidelines for exhibits can also be found in Article XI, Section 11.5.3, of
the Governing Documents of the Association.
It is strongly recommended that the section indicate the number of persons required to
reach a quorum for all meetings of the Section Board of Trustees and for the annual
business meeting. Typically, a quorum for the Section Board of Trustees is reached when
a majority of the members are in attendance. The number for the section annual
business meeting may vary by section size and is set at the discretion of the section.
The bylaws should indicate somewhere - either here, under SECTION GOVERNANCE, or
as a separate article - that most recent edition of Roberts' Rules of Order should be used
to conduct all official meetings of the section.
9. ARTICLE IX - COMMITTEES
9.1 The section may establish committees to conduct Association and section programs
Standard Section Bylaws
9.2 Committees shall be established and shall convene in accordance with the section
policies and procedures. All committee meetings should be conducted generally in
accordance with the latest edition of "Roberts' Rules of Order."
Sections are encouraged to have as many committees as deemed necessary. A list of
key committees from the Association's perspective is available from Section Services.
It is not required nor recommended to include a list of the committees, their mission
statements, nor any other details about the committees in these bylaws.
The section should give itself the authority (typically through the chair and/or Section
Board of Trustees) to create and dissolve committees, and put all the other details in the
section policy and procedures manual. This gives the section the most amount of
flexibility and avoids the need for a section to amend its bylaws when it wants to do
something related to a section committee.
10. ARTICLE X - ESTABLISHING DISTRICTS (SUBSECTIONS)
10.1 For ease of organization, the Section Board of Trustees may divide a section into
subsections (districts) that are still governed by the Section Board of Trustees
without the approval of the AWWA Board of Directors.
The ability to create districts/subsections is established in Article XI, Section 11.1.3, of the
Governing Documents of the Association.
If districts/subsections are created, then a minimum amount of information about their
formation, governance, membership, additional dues and fees, and linkage to the section
should be included in the section bylaws. Additional details should be contained in the
section policies and procedures manual or a separately written manual.
11. ARTICLE XI - AMENDMENTS TO SECTION BYLAWS
11.1 Amendments to these bylaws may be proposed by either an affirmative vote of
(insert number) members of the Section Board of Trustees, or by written petition
signed by (insert number) eligible voting members of the section. All such proposals
shall be submitted to the secretary-treasurer, who will bring the proposal to the
attention of the Section Board of Trustees.
11.2 These bylaws may be amended at any annual business meeting of the section by a
majority vote of eligible voting members present at the meeting, provided however,
that all members shall have written notice at least 30 days in advance in which to
consider the proposed amendment(s) prior to voting upon it.
Standard Section Bylaws
11.3 At the discretion of the Section Board of Trustees, the bylaws may also be amended
by a mailed ballot, with an affirmative vote of two-thirds of the ballots returned by
eligible voting members. All eligible voting members shall be provided a copy of the
proposed amendment(s) with the mailed ballot, and shall be given at least 30 days to
return the ballot.
11.4 If the amendment(s) are approved by the section membership, the secretary-
treasurer shall submit the amendment(s) to the Executive Director of the Association,
for approval by the AWWA Board of Directors.
11.5 Corrections deemed insubstantial (grammar, punctuation) may be made at the
discretion of the AWWA Board. The section Board will be advised of these
corrections and may call for a vote of the section.
11.6 Amendment(s) shall be effective only after receiving notice from the AWWA
Executive Director that the amendment(s) have been approved by the AWWA Board
Bylaws amendments must be approved first by the APC and then by the AWWA Board of
Directors (BOD). The APC meets in March or April, June (during ACE), and September
or October; the AWWA Board of Directors meets in late January and in June (during
Accordingly, any section attempting to amend its bylaws must coordinate its efforts to fit
into this annual cycle of meetings. Further, if the section opts to vote on bylaws
amendments during the annual business meeting of the section, then this time must be
factored into the cycle as well.
Sections should work closely with their respective Section Services Representative to
successfully complete the bylaws amendment process. The Section Services
Representative will assist the section in preparing the proposed amendments prior to
voting by section members. After the section approves the amendments, the Section
Services Representative will coordinate efforts internally at AWWA to ensure "safe
passage" to APC and the AWWA Board of Directors.
For a detailed explanation of the bylaws amendments, refer to the AWWA publication,
"How To Revise Your Section's Bylaws."
12. ARTICLE XII - DISSOLUTION
12.1 In case of dissolution of the section, such portions of the funds of property thereof in
the hands of the secretary-treasurer as may have been derived from the general
funds of the American Water Works Association shall be returned to the American
Water Works Association.
Standard Section Bylaws
12.2 The balance of the section funds or property shall be disposed of by transfer and
distribution to any one of more corporations, funds, or foundations with like purposes
or goals that is organized and operated in an area included in an AWWA section,
hereinafter referred to as the "receiving organization."
12.3 The following shall be characteristic of the receiving organization:
That it be operated exclusively for scientific or educational purposes;
That no part of the net earnings of which inures to the benefit of any private
shareholders or individual;
That no substantial part of the activities of which is carrying on propaganda or
otherwise attempting to influence legislation; and
That it does not participate in, or intervene in (including the publishing or
distributing of statements) any political campaign on behalf of any candidate for
The receiving organization would then qualify under the provisions of Section 501(c)
(3) of the United States Internal Revenue Code, as they now exist or as they may
hereafter be amended.
(Canadian sections should use the following.)
The receiving organization(s) would then qualify under the provisions recognized by
the Department of National Revenue of Canada as being qualified under the
provisions of the Income Tax Act of Canada, as it now exists or as it may hereafter
12.4 Any such receiving organization(s) shall be selected by vote of the majority of the
members of the section at a meeting called for this purpose. If for any reasons such
disposition cannot be effected, then such funds shall be so distributed pursuant to
the order, judgment or decree of a court having jurisdiction over the assets and
property of the section.
Because AWWA is incorporated in the United States, any section that is established in
the U.S. and undergoing dissolution is required by federal law to disperse funds to an
appropriate receiving organization, as defined by the U.S. Internal Revenue Code.
The AWWA sections that are established in Canada and Mexico are not subject to the tax
codes and laws of the United States. However, if the Mexico Section or any of the
Canadian sections undergo dissolution, the section is advised to refer to their respective
federal tax laws and codes, and section funds should be dispersed to a receiving
organization similar to those organizations defined in the U.S. tax code.
13. ARTICLE XIII - INDEMNIFICATION
Standard Section Bylaws
13.1 Indemnification is provided by the Association as described in the Association
Bylaws, Article VI, Section 6.01.
This clause displays one of the key aspects of the relationship between AWWA and its
sections, in that the sections and their designated representatives are covered by the
Association, provided that the section and its representatives have acted in accordance
with the AWWA Bylaws, Governing Documents, and policies and procedures.
SPECIAL NOTE ON GENDER REFERENCE
The APC of the Association requests that all section bylaws be gender neutral.
P\Section Services\Section Admin\Bylaws\Standard Bylaws\standard bylaw template.doc