ByLaws Of Maine Water Utilities Organization
Amended and Approved by Membership on February 6, 2017
Amended and Approved by Membership on February, 2022
The name of the non-profit corporation shall be the Maine Water Utilities Association.
Purposes of the Organization
Section 2.1. Purposes. The corporation shall be a voluntary, non-profit, trade organization providing such services as its Board of Directors deems appropriate including, but not limited to, seeking to enhance the public health, safety and welfare by advocating safe drinking water through the advancement of knowledge of the design, construction, operation, maintenance and management of water works through education, the development and promotion of legislation, standards and policies, and an exchange of information and experience.
Section 2.2. Powers. The corporation shall have all the powers necessary to carry out the foregoing purposes and all the powers of non-profit corporations organized under the laws of the State of Maine.
Section 2.3. Non-discrimination. In furtherance of the above objectives, the corporation shall be an equal opportunity and affirmative action employer; and there shall be no discrimination based on age, race, religion, color, creed, sex, handicap or national origin:
(a) in the persons served, or in the manner of services.
(b) In the hiring, assignment, promotion, salary determination, or other
conditions of staff employment.
(c) In the selection of its membership.
Section 2.4. Limitations.
(a) The corporation shall neither have nor exercise any power, nor shall it Engage directly or indirectly in any activity that would invalidate its status as an entity which is exempt from federal income taxation as an organization described in Section 501 (c)(6) of the Internal Revenue Code or the corresponding provisions of any subsequent federal tax law.
(b) The corporation is not organized for pecuniary profit and shall not have any capital stock: no part of its net earnings or of its principal shall inure to the benefit of any Director or officer of the corporation, or any other individual, but reimbursement for expenditures or the payment of reasonable compensation for services rendered shall not be deemed to be a distribution of such net earnings or principal.
(c) Upon the dissolution of the corporation or the termination of its activities, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the corporation, and in the discretion of the Board of Directors, dispose of all the assets of the corporation to such organization or organizations organized in or under the laws of the State of Maine and organized and operated exclusively for such purposes as shall then qualify as an exempt organization or organizations under Section 501 (c )(3) or (6) of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any subsequent federal tax law.
Section 3.1. In General. Application for membership in the corporation shall be made on a form supplied by the corporation and submitted to the Secretary. A majority vote of the Board of Directors is necessary to become a member. Membership in the corporation shall be composed of the following classifications:
Section 3.2. Corporate Member. A water utility is eligible for membership as a Corporate Member. Each Corporate Member shall be entitled to designate one of its own officers, directors and/or employees who shall be Individual Members. A Corporate Member is entitled to designate several Individual Members up to the Corporate Member’s respective step number in the dues schedule. Subject to approval of the Board of Directors, the Corporate Member is also entitled to designate and pay for additional Individual Members. Such person or persons so designated shall have all the rights and privileges of an Individual Member and shall be considered to represent the Corporate Member for the purpose of voting at any meeting of the corporation. A Corporate Member per se has no voting rights.
Section 3.3. Individual Member. A person who is employed by or is an officer or director of a water utility may be designated as an Individual Member by the Corporate Member. An Individual Member may vote in regular or special meetings, may hold office and may accept committee assignments.
Section 3.4. Affiliate Member. A person who is employed by a nonprofit entity or government agency, other than a water utility who has special knowledge of, or interest in water utility operations or management may apply for membership as an Affiliate Member. An Affiliate Member has no voting rights and is ineligible to hold office in the corporation but may accept committee assignments.
Section 3.5 Associate Member. A person, firm, corporation or other entity engaged in supplying materials, services or advice to the water utilities of Maine may apply for membership as an Associate Member. An Associate Member has no voting rights as a member and, except as otherwise provided in Section 4.6, is ineligible to hold office in the corporation, but may accept committee assignments.
Section 3.6. Retired Member. An individual, who for not less than fifteen years has been a member or has been employed by a member, and who has retired due to age, length of service or disability may apply for membership as a Retired Member. A Retired Member has voting rights and may hold office and accept committee assignments.
Section 3.7. Honorary Member. An individual who has, through professional knowledge, outstanding ability and untiring devotion, advanced the interests of the water works profession and rendered outstanding service to the waterworks profession is eligible for membership as an Honorary Member.
An Honorary Member shall have severed their direct connection with any water utility or firm engaged in supplying materials or services to the water works profession. The individual shall be elected to the grade of Honorary Member by a majority vote of the Board of Directors. An Honorary Member has voting rights, may accept committee assignments, and may hold office.
Section.3.8. Annual Meetings of Members. The annual meeting of the corporation shall take place in the month of December at a time and place, within the State of Maine, as the Directors determine.
Section 3.9 Special Meetings.
(a) Special meetings of the members may be called by the President or the Board of Directors.
(b) Special meetings of the members shall be called by the President or the Board of Directors if petitioned in writing by 25 individual members representing not less than 10 Corporate Members.
(c) At any special meeting of members, the members may rescind, vacate or reverse any decision of the Board of Directors.
(d) Special meetings shall be held in the State of Maine.
Section 3.10. Written Notice. Except as provided in Article VIII, written notice stating the place, day and hour of meetings, and in the case of special meetings, the purpose or purposes for which the meeting is called, shall be delivered not less than 5 days before the date of the meeting, either personally or by mail, by or at the direction of the President or the Secretary, or the officers or persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail.
Section 3.11. Quorum. Twenty-five Individual Members. Representing not less than ten Corporate Members shall constitute a quorum for the transaction of business.
Section 3.12. Vote Required. If a quorum is present, the affirmative vote of a majority of the voting members present shall be the act of the corporation unless a greater number of votes is required by the Articles of Incorporation, the By-laws, or by Statute.
Section 4.1. Management by Directors. All the powers of the corporation are vested in the Board of Directors and the Directors shall have the control and management of the affairs of the corporation including, but not limited to, charge of the property and business of the corporation.
Section 4.2. Number. The number of directors shall be seven (7), except when the Past President provision of Section 4.5.1 is in effect, in which case the number of directors shall be eight (8). In addition to the seven (7) or eight (8) representatives of Maine Water Utilities Association, Maine Rural Water Association and Maine Water Environment Association will be granted a total of one (1) seat each on the Maine Water Utilities Association board of directors. Appointment of Maine Water Environment Association and Maine Rural Water Association seats will be made by their respective associations board of directors or executive board. The Maine Rural Water Association seat will be non-voting or ex officio seat.
Section 4.3. Nominations. Nominations for Directors shall be presented at the October meeting of the corporation by the Nominating Committee or from the floor by any member of the corporation. Only Individual Members, Retired Members, Honorary Members and (to the extent provided in Section 4.6) Associate Members in good standing may be nominated. The Nominating Committee shall notify the membership of the corporation, in writing, of their selections for the nomination of Directors at least 10 days prior to the October meeting. The Nominating Committee shall consist of the succeeding five past Presidents of the corporation who are members in good standing and who are not serving as Directors. The most recent Past President serving on the committee shall chair the committee.
Section 4.4. Elections. The directors shall be elected by a majority of the eligible voting members by election to be conducted before adjournment of the annual meeting of the corporation and shall accede to office at the annual meeting of the directors to be held in January. Votes shall be received and counted by a representative of the Nominating Committee. The results shall be presented to the membership at the December membership meeting and published in the January edition of the Maine Water News.
Section 4.5 Terms. The terms of the Directors shall be for a period of 3 years. The term of a Director serving as Past President under Section 4.5.1 shall be for a period of 1 year.
Section 4.5.1 Past President. When a director serves as President of the Association during the third year of said Director’s term, that Director may opt to serve one additional year as a Director on the Board in the role of Past President. The Past President seat shall be considered an additional seat on the Board; the seat of a Director serving under this provision shal1 be deemed open upon the end of the Director’s regular three-year term.
Section 4.6 Associate Member as Director. An Associate Member, or, in the event that an Associate Member is an entity, an individual who shall have been designated by the Associate Member to represent the Associate Member for this purpose, may serve as a director or, if elected, as an officer of the corporation; provided, however, that no more than one Associate Member or individual designated by an Associate Member may serve as a director or officer of the corporation at any time.
Section 4.7 Vacancies. Any vacancies, however occurring in the Board of Directors, may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum, at any meeting called for that purpose. A Director appointed to fill a vacancy shall be a member in good standing and shall serve until the next annual meeting of the Directors. At the next regular election, a Director(s) shall be elected to serve the remaining unexpired term(s) created by any vacated Directorship(s). The top vote getter(s) not elected to the regular 3 year terms shall be elected to serve any remaining 2 year and/or 1-year terms, respectively, as applicable.
Meetings of the Directors
Section 5.1. Regular Meetings. The Directors shall hold regular meetings, at such time and place within or without the State of Maine as the President may direct.
Section 5.2. Annual Meeting. The annual meeting of the Board of Directors shall be held in the month of January, at such time and place as the Directors shall determine and shall be for the purposes of electing officers and transacting other business as necessary
If there shall be a failure for whatever reason, to hold the annual meeting for a period of thirty (30) days after the date for such meeting specified in the notice or for a period of thirteen (13) months after the last annual meeting, a substitute annual meeting may be called by any person or persons entitled to call a special meeting of Directors.
Section 5.3. Other Meetings. Special meetings of the Board of Directors may be called by the President or, if the President is absent or unable to act, by the First Vice President, or by any two (2) Directors.
Section 5.4. Notice of Meetings. Three (3) days’ notice of the time, place and purpose of meetings of the directors shall be given by the Secretary.
Section 5.5. Telephonic Meetings. The Directors may hold a meeting by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and speak to each other. Notice of such meeting, if any, shall be given as provided in Section 5.4 and shall give each Director notice of the manner in which they will be Called.
Section 5.6. Record of Meetings. The Secretary or, in the absence of the Secretary one of the Directors designated by the Board of Directors and participating in the meeting, shall maintain a record of the meeting.
Section 5.7. Quorum: Vote Required. A majority of the Directors shall constitute a quorum for the transaction of business and the affirmative vote of the majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors unless otherwise provided by the Articles of Incorporation, the By-laws or by statute. If a quorum shall not be present at any meeting of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum shall be present. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.
Section 5.8. Action by Unanimous Consent. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting if consents in writing, setting forth the action so taken, shall be signed by all of the Directors and filed by the Secretary with the minutes of the meetings of the Board of Directors.
Officers and Agents
Section 6.1. Officers. The officers of the corporation shall be the President, First Vice President, Second Vice President, Secretary and Treasurer.
Section 6.2. Other Officers and Agents. The Directors may appoint from time to time such other officers and agents, including Assistant Secretaries and Assistant Treasurers, as they
shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined by the Directors. At no time shall any non-voting ex officio member of the board serve as an officer or acting agent of the board of directors.
Section 6.3. Election; Term of Officers; Removal; Vacancies. The Board of Directors shall meet in January at the annual meeting of the Board of Directors, and at such meeting the Board of Directors shall elect from its members a President, a First Vice President, a Second Vice President, a Secretary, a Treasurer and other such officers and assistant officers as may be deemed necessary. The elected officers shall accede to office immediately upon election.
The officers of the corporation shall hold office for terms of one (1) year or until their successors are elected and qualified. Any officer may be removed from office at any time by the affirmative vote of a majority of the Directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.
Section 6.4. President. The President shall preside at all meetings of the Board of Directors and shall see that all orders and resolutions of the Board of Directors are carried into effect and perform such other duties as the Board of Directors may from time to time prescribe.
Section 6.5. Vice Presidents. In the absence of the President, the First Vice President shall perform the duties of the President. In the absence of the President and First Vice President, the Second Vice President shall perform the duties of the President.
Section 6.6. Secretary. It shall be the duty of the Secretary to sign and maintain the minutes of all meetings of the corporation and the Board of Directors; to maintain at all times a list of the names and addresses of the Directors and officers of the corporation; to maintain at all times a list of the members of the corporation; to issue notices of annual and special meetings of the corporation and Board of Directors; to maintain custody of the corporation’s seal and affix it as necessary;; and to perform all other duties usually incident to the office of Secretary of a corporation and those which shall be prescribed by the President and the Board of Directors.
Section 6.7. Treasurer. The Treasurer shall oversee the receipt, maintenance and disbursement of the funds of the corporation, subject to the direction of the Board of Directors; report to the Directors when requested; and perform all other duties usually incident to the office of Treasurer of a corporation and those which shall be prescribed by the President and the Board of Directors. The Treasurer shall give bond in such sum and with such sureties as the Directors and the State of Maine may indicate or require. The Board of Directors may at any meeting delegate the authority to sign orders on the treasury to an agent or Executive Director of the corporation.
Dues. Dues shall be payable in advance on or before January 1 of each year in accordance with the dues schedule set by the Board. The dues schedule may be revised by a two-thirds vote of eligible members present at a meeting of the corporation. Prior to the submission to the membership of a change in dues, the members shall be notified in writing of the recommended schedule no later than 10 days prior to that meeting.
(a) All members shall pay dues as specified in the dues schedule.
(b) An Associate Member shall pay dues as specified in the dues schedule and shall be entitled to a listing in the Directory of Manufacturers and Jobbers of the Maine Water Utilities Association, to display and demonstrate their products or services at meetings of the corporation provided advance arrangements have been approved by the Program Committee, and to receive one copy of each issue of the JOURNAL. The home office or a designated representative shall be notified of the place and date of each meeting of the Association.
(c) A Retired Member shall pay no dues.
(d) An Honorary Member shall pay no dues.
These By-laws may be amended or repealed, or new By-laws may be adopted by a majority vote of the members present and voting at the annual or any regular or special meeting of the members of the corporation provided notice of the proposed change is given in the notice of such meeting of the members at least ten (10) days prior to the meeting.
The corporation shall indemnify a person who is or was a Director, officer, employee, or agent of the corporation or who is or was serving as a Director, officer, employee, or agent of another entity at the request of the corporation, to the extent authorized by law and may purchase and maintain insurance to protect itself and such persons against liability.