BYLAWS
 
BYLAWS OF THE
FLORIDA WATER ENVIRONMENT ASSOCIATION, INC.
(Adopted May 5, 2015) 
 
1. MEMBERSHIP CLASSIFICATION, QUALIFICATIONS & PRIVILEGES
1.1 Membership Classes
 
Membership classes for the Florida Water Environment Association, Inc. (FWEA) shall include the same membership classifications as for the Water Environment Federation (WEF). In addition, FWEA will offer FWEA only memberships. FWEA only memberships will not offer or include any WEF benefits to the FWEA only members.
 
2.  DUES
2.1 Payment of “Dues”
 
2.1.1 Annual dues will be determined by the Board of Directors and shall include the current dues for each class of membership as established by the Board of Trustees of the WEF.  Utility Council dues shall be established by the FWEA Utility Council.
 
2.1.1.1 Annual dues will be billed directly to Association members.  Dues shall be payable within one month prior to a member's anniversary date.

2.1.1.2 Dues are payable for a twelve-month period beginning with the first date of membership which is defined as the anniversary date.
 
2.1.2 Members in other classes of membership established by the Association, as provided in these Bylaws, shall pay dues as established by the Board of Directors. These dues shall be billed and received by the Executive Director of Operations.
 
2.2 Subscriptions Included in Dues
 
2.2.1 All members certified by the WEF to the Association shall be entitled to such publications of the WEF as may be approved by its Board of Trustees for the appropriate membership class. All members shall be entitled to the publications of the Association as may be approved by its Board of Directors or the appropriate membership class.
 
2.3 Arrears
 
2.3.1 Members whose dues have not been paid within one month after the anniversary date will be given notice of such default.  If the dues remain unpaid fifteen days after such notice, the members in default may be removed from the roll of the Association.
 
2.3.2 Members in other classes of membership shall be given notice of default by the FWEA Executive Director of Operations.

2.3.3 Members who have been dropped from the roll may be reinstated without payment of Association back dues with the approval of the Board or Directors.
 
3. ADMISSION AND EXPULSION
3.1 Admission
 
3.1.1 Any person or organization desiring to become a member of this Association shall make application on a form provided by this Association or via fax, internet or telephone. Such application shall be accompanied by cash, check, credit card number or money order in the amount of current dues. FWEA Utility Council Member applications shall be reviewed by the Utility Council in keeping with the Council’s procedures.  Where there is a question of eligibility, the application shall be sumitted to the Board of Directors in which a majority vote shall be required for approval. 

3.1.2 There shall be no admission fee.
 
3.2 Expulsion
 
3.2.1 Any member may be expelled from the Association for good and sufficient reason by a two-thirds (2/3) vote of the Board of Directors.  Additionally, Utility Members may also be expelled by vote of the FWEA Utility Council, in keeping with their procedures.

3.2.2 Any officer may be removed from office by a two-thirds (2/3) vote taken at a duly constituted meeting of the Board of Directors.  Additionally, Utility Council Chair may be expelled by the FWEA Utility Council, in keeping with their procedures.
 
4. OFFICERS
4.1 Duties and Functions
 
4.1.1 President
 
4.1.1.1 General supervision of the affairs of the Association.

4.1.1.2 Preside at all conferences of the Association and meetings of the Board of Directors.

4.1.1.3 Be an ex-officio member of all committees, other than the Nominating Committee, and appoint the chairs of all committees where membership is not otherwise specified in the Bylaws.

4.1.1.4 Perform such other duties as may be assigned by the Board.

4.1.1.5 Appoint Directors-at-Large
 
4.1.2 President Elect
 
4.1.2.1 Assist and work in parallel with the President on initiatives set by the President.


4.1.2.2 Maintain the Strategic Plan to ensure it is implemented, updated and revised if warranted.

4.1.3.5 In case the President cannot act, the president elect shall act. In case the president elect cannot act, the latest living Past President shall do so. The Board shall elect one of its members to act if the latest living Past President cannot do so.
 
4.1.3 Vice President
 
4.1.3.1 Assist the President in the performance of prescribed duties.

4.1.3.2 Preside at conferences of the Association and at meetings of the Board in the absence of the President.

4.1.3.3 Be an ex-officio member of all committees other than the Nominating Committee.

4.1.3.4 Perform such other duties as may be assigned by the President
 
4.1.3.6  Act as the Membership Chair for the Association.

4.1.3.7  At the end of each year, the Vice President shall summarize the activities of the Association for that year and enter in the historical records.
 
4.1.4 WEF Delegates
 
The WEF Delegates shall:

4.1.4.1 Attend all regular and special meetings of the membership of the Florida Water Environment Association's Board Meetings.

4.1.4.2 Represent the Florida Water Environment Association in the conduct of business by the WEF House of Delegates.

4.1.4.3 Attend appropriate Regional meetings of the WEF.

4.1.4.4 Regularly report to the Florida Water Environment Association's Board on the activities and policies of the WEF.

4.1.4.5 Report at the Florida Water Environment Association's Annual Business meeting on the activities of the WEF.

4.1.4.6 Provide written reports to Florida Water Resources Journal (FWRJ) editor on the activities of the WEF.
 
4.1. 5 Secretary/Treasurer
 
4.1.5.1 Serve as the Recording Secretary of the Association, and operate under the general direction of the President and the Board.

4.1.5.2  Shall record and publish the minutes of Association Board of Directors’ meetings and Annual meeting.

4.1.5.3 Shall see that all monies due to the Association and the WEF are collected carefully, and without loss, transferred to the WEF and properly accounts and custody; see that all expenditures are properly entered in the records of the Association, and that the bills and vouchers for their payment are proper and in order; and sign, or see to the signing of, checks or drafts against funds of the Association, all in accordance with procedures established or approved by the Board of Directors.
 
4.1.5.4 Shall forward to the officers and each member of the Board of Directors, a quarterly financial summary of accrued income and expenses consistent with the annual financial statement.

4.1.5.5 Present at the Annual Meeting of the Association a balance sheet of the books of the previous year and as of the end of the month preceding the Annual Meeting which books shall be made available for audit, annually or as otherwise specified by the Board at the expense of the Association, by a public accountant appointed by the Board.

4.1.5.6 Consult with the officers of the Association as to the custody and investment of funds and preparation of an annual budget.

4.1.5.7 Perform such other duties as may be assigned by the President.

4.1.6 Operations Council Representative

4.1.6.1 The PWOD Regional Council Representative shall represent the Association to the Operators’ Association.

4.1.6.2  The Representative may form a Council and report matters of interest to the Board of Directors.
 
4.1.7 Executive Director of Operations
 
4.1.7.1 Maintain records of the Association including a list of members of the Association and serve as Resident Agent of the Corporation.

4.1.7.2 All correspondence of a permanent nature, such as historical records, shall be retained permanently by the Executive Director of Operations. Correspondence of a temporary nature may be destroyed at the end of the current year. Financial records shall be retained for a period of three (3) years after which time they may be destroyed. The Executive Director of Operations shall be responsible for maintenance of records in accordance with the foregoing directions subject to the direction of the Board and shall physically transfer all records to the possession of the succeeding Executive Director of Operations.

4.1.7.3 Perform such other duties as may be assigned by the President.

4.1.7.4 The day to day operations of the FWEA will be conducted by the Executive Director of Operations under the direct supervision of the President.
 
4.1.8 Past President
 
4.1.8.1 Performs such duties as may be assigned by the President.
 
4.1.9  Utility Council Chair
 
4.1.9.1 Shall be elected by the members of the FWEA Utility Council.

4.1.9.2 Shall abide by the Governing Documents of the Utility Council.

4.1.9.3 Duties shall be as outlined in the Utility Council Governing Documents.

4.1.9.4 This individual must be a Member of FWEA and WEF.
 
  4.1.10 Directors-At-Large
 
4.1.10.1 Shall serve at the direction of the President.

4.1.10.2 Shall serve two consecutive one year terms with second year renewable by the incoming President.

4.1.10.3 When not otherwise noted, they shall comply with the general limitations placed upon regular elected officers.

4.1.10.4 One of the Directors at Large shall serve as a liaison to Mutual Organizations.
 
4.2 Terms of Office
 
4.2.1 Terms of office of the President, President Elect Vice President, and Secretary/Treasurer shall be for approximately one (1) year, which term shall start immediately following the close of the Association Annual Meeting at which the election of officers is conducted, and continue until their successors qualify.  All officers may serve consecutive terms except for the President who is limited to two (2) consecutive terms. The President’s term may be extended if the President-elect or Vice-President is unable to act and cannot serve as President.

4.2.2 The term of the WEF Delegate or Delegates shall be three (3) years as determined by the Annual meetings of the WEF.

4.2.3 The term of the Operations Council Representative shall be for approximately two (2) years which shall start immediately following the close of the Association Annual Meeting, at which time the election of officers is conducted, and continue until his successor qualifies.
 
4.2.4 The Executive Director of Operations shall be appointed by the Board and serve a two (2) year renewable term.

4.2.5 The FWEA Utility Council Chair shall be elected as outlined in the Council’s Governing Documents, and shall serve a term as outlined therein and be governed by limitations instituted thereby

4.2.6 In the event the organizational structure of the Association should change, for the one year transition period into the new organization structure,any officer may be excused from the Board of Directors or be asked to serve a two year term.
 
4.3 Nominations and Election of Officers
 
4.3.1 Nominations for each elective office for the following year shall be received and considered by the Nominating Committee. The committee, through its Chairman, shall report to the President and the Secretary/Treasurer at least thirty (30) days prior to the Annual Meeting of the Association its selection of one or more candidates for each office required to be filled. All nominees shall be persons having the rights and privileges of eligible voting members, as previously defined, and shall have signified their willingness to serve.

4.3.2 The Secretary/Treasurer shall transmit the report of the Nominating Committee to the Association membership. The eligible voting members of the Association shall elect officers except the Utility Council Representative and the Executive Director of Operations, at the Annual Meeting by a majority vote. The Operations Council Representative shall be included in the Nominating Report for the Annual Meeting by a majority vote.  Nominations may be made from the floor by eligible voting members present. If more than one name is placed in nomination for office, the nominee receiving a majority of the votes cast shall be declared elected.

4.3.3 Should any nominee for office not receive a majority of the votes cast for that office, the names of the two nominees receiving the greatest number of votes shall be re-submitted immediately to the eligible voters for consideration.

4.3.4 In the case of a vacancy in an elected office, the Nominating Committee shall promptly select a nominee for the office. Such nominees may be voted on a duly constituted meeting of the Board of Directors or by a mail or email ballot of the Board of Directors. The nominee receiving a majority vote of the members of the Board of Directors voting shall be declared elected. The officer so selected shall take office immediately and shall continue in office until a successor is elected.

4.3.7 Nomination and election of the FWEA Utility Council officers shall be governed by the Utility Council Governing Documents.
 
5. BOARD OF DIRECTORS  (Also referred to as the Executive Board)
 
5.1 Membership
 
5.1.1 The Association President

5.1.2 The Association President Elect

5.1.3 The Association Vice President

5.1.4 The Association Secretary/Treasurer

5.1.5 The most recent Past President who is an eligible voting member.

5.1.6 WEF Delegate or Delegates

5.1.7 The Operations Council Representative

5.1.8 The Executive Director of Operations

5.1.9 The FWEA Utility Council Chair

5.1.10 Up to six (6) Directors-At-Large or a number as determined by the Board of Directors.

The Executive Committee of the board shall be a smaller subgroup of the Executive Board consisting of the President, President Elect, Vice President, Secretary/Treasurer, Past President, and the Executive Director of operations. This Executive Committee (also called EXCOMM) shall serve to tackle issues and present it to the Executive Board for a vote. The EXCOMM shall not have authority to create or modify FWEA policies, rather only to present issues to the Executive Board for consideration and vote.
 
5.2 Presiding Officer
 
5.2.1 The President of the Association shall be the presiding officer of the Board of Directors.
 
5.3 Quorum
 
5.3.1 A quorum of the Board of Directors shall consist of a majority of members.
 
5.4 Duties of the Board
 
5.4.1 Shall be the representatives of the Association and shall manage its affairs and establish policies subject to the conditions and limitations prescribed in the Constitution & Bylaws.

5.4.2 Shall receive all committee reports and take appropriate action on recommendations made in these reports where required.

5.4.3 Shall direct the investment and care of the funds of the Association.

5.4.4 Shall make funds available for regular operation of the Association and for specific purposes. No financial commitments shall be incurred that are beyond the funds available for otherwise due.
 
6. COMMITTEES
 
6.1 General
 
6.1.1 In addition to the Nominating Committee, provided for in Section 6.2 of the Bylaws, the President is empowered to appoint such additional committees as may be required to advance the best interest of the Association and to enable it to fulfill its objectives.
 
6.2 Nominating Committee
 
6.2.1 At least sixty (60) days prior to the Annual Meeting, the President shall appoint a Nominating Committee consisting of the three (3) most recent Past Presidents who continue as eligible voting members.

6.2.2 The President shall designate the immediate Past President as the Chairman of the committee.

6.2.3 The Nominating Committee shall render its report to the President with a copy to the Secretary/Treasurer at least thirty (30) days before the Annual Meeting and shall recommend at least one name for each elective office about to become vacant.
 
6.3 FWEA Utility Council
 
6.3.1 The FWEA Utility Council shall be a specially constituted entity which shall be accountable to the FWEA membership through the Board of Directors.  The Utility Council shall be governed by it Governing Documents, given that the FWEA Constitution and Bylaws shall prevail in instances of conflict between the two documents.

6.3.2 Qualifications
 
6.3.2.1 Public Utilities of the State of Florida.

6.3.2.2 Represented by a single appointed individual who shall be granted voting rights before the Utility Council.

6.3.2.3 Other qualifications as established by the Utility Council.
 
6.3.3 Rights and Privileges
 
6.3.4.1 Shall be entitled to one representative who shall have no other rights and privileges except as granted by the Utility Council.  Unless the representative is also an individual member of the FWEA (Active, Associate, Student, etc.) no other right or privileges of FWEA membership apply.  The representative may be changed at the pleasure of the Utility Member on written notice to the Secretary of the Utility Council.
 
6.4 Student Chapters
 
6.4.1 Student Chapter Membership
 
6.4.1.1 Any Student Chapter, consisting of at least five (5) persons, may be granted charter membership in the WEF by a majority vote of the Board of Directors provided:
 
a) Its objectives are in harmony with the purposes of the WEF.

b) The Constitution & Bylaws of the applicant chapter have been certified by the Board as being in harmony with those of the Association and the WEF.
 
c) The Student Chapter has been recommended for membership by the Member Association.
 
6.4.2 Organization and Privileges
 
6.4.2.1 The Student Chapter will be issued a charter following recommendation of the Board of Directors and approval of the Water Environment WEF.

6.4.2.2 The Student Chapter shall govern the number and character of its meetings. At least one meeting shall be held each school year.

6.4.2.3 An Advisor for the Student Chapter shall be appointed by the Board of Directors. The counselor shall be a member of the Association and of the WEF and shall be an advisor to the Student Chapter.

6.4.2.4 All officers and members of the Student chapter shall be Student members of the Association and the WEF.

6.4.2.5 The Student Chapter shall submit an annual report of its activities and financial report to the Association by May 1 of each year.
 
6.4.3 Authority
 
6.4.3.1 A Student Chapter shall have authority to only act on its own behalf and shall have authority to incur obligations for the Student Chapter only.
 
6.4.4 Withdrawal and Termination
 
6.4.4.1 A Student Chapter may withdraw from the WEF at the end of any school year after giving appropriate written notice of its intentions to the Association. 

6.4.4.2 The Board of Directors may revoke the charter of any Student Chapter if after the Chapter has been afforded an opportunity to be heard, the Association judges it to be in the best interest of the Association and WEF to do so.
 
7.  PUBLICATIONS
 
7.1 All publications of the Association shall be issued under direction of the Board of Directors.
 
8.  MEETINGS
 
8.1 Annual Meeting
 
8.1.1 The Annual Meeting of the Association shall be held at the time and place selected by the Board.

8.1.2 Each person attending the Annual Meeting shall pay a registration fee of such amount as may be determined by the Board.

8.1.3 The order of business at the Annual Meeting shall generally include the following items:
 
a) Recognition of WEF officers and honored guests.

b) Reading of the minutes of the previous meeting by the Secretary/Treasurer.

c) Annual Report by the President.

d) Report of the Secretary/Treasurer including a summary of amendments to the constitution and bylaws.

e) Report of the WEF Delegate(s).

f) Report of the Executive Director of Operations

g) Unfinished business.

h) Election of Officers.

i) New business.

j) Adjournment.
 
8.2 Special Meetings
 
8.2.1 Special meetings of the Association may be held at such other times and places as requested by the Board of Directors or upon the petition of one hundred (100) eligible voting members.

8.2.2 The President may call for an electronic vote of the Board for items occurring between regularly scheduled Board meetings.
 
8.3 Notices
 
8.3.1 Notices of the Annual Meeting of the Association shall be sent to each member by the Secretary/Treasurer, or under his supervision, at least thirty (30) days in advance of any meeting. In lieu of direct mail notice, the notice may be published in any publication distributed to the membership, at least thirty (30) days in advance of the meeting.
 
8.4 Board of Directors Meetings
 
8.4.1 The Board of Directors shall hold at least one meeting at the time of each Annual Meeting.

8.4.2 Other Board of Directors meetings shall be held at the call of the President, or on petition addressed to the Secretary/Treasurer and signed by two or more members of the Board of Directors.

8.4.3 Notice of all Board of Directors meetings shall be issued by the President at least fifteen (15) days in advance of such meetings to all members of the Board of Directors.

8.4.4 Teleconference and/or other electronic forms of meetings will be allowed with less than fifteen (15) days notice
 
9. AMENDMENTS
 
9.1 Initiation
 
9.1.1 Amendments to these Bylaws may be proposed by a majority of the Board of Directors or through it on petition of five (5) percent of the eligible voting members. All proposed amendments shall be submitted in writing to the Board of Directors.

9.1.2 The Secretary/Treasurer shall give notice of a proposed amendment, upon instruction of the Board of Directors, to each member at least fourteen(14) days before it is to be voted upon or in lieu of direct mail or email notice, the notice may be published in any publications distributed to the membership at least fourteen (14) days before it is to be voted upon.
 
9.2 Adoption
 
9.2.1 An amendment to these Bylaws may be made by a two-thirds (2/3) affirmative vote of the eligible voting members present and voting at an Annual Meeting.

9.2.2 A proposed amendment may be mailed or emailed by the secretary to each eligible voting member for the purpose of being voting upon by letter or email ballot. The letter or email ballot shall be returned not later than fourteen (14) days following the mailing or emailing of the proposed amendment. A two-thirds (2/3) affirmative vote of the ballots cast is required for adoption.

9.2.3 An amendment approved by the Association membership shall take effect immediately.