Bylaws

BYLAWS OF THE
PUERTO RICO WATER & ENVIRONMENT ASSOCIATION

(As approved by the AWWA Board of Directors, January 21, 2011)

ARTICLE 1 – NAME

The name of this organization shall be the Puerto Rico Water & Environment Association
(PRW&EA). The geographic boundaries of PRW&EA correspond to the geographic boundaries
of the commonwealth of Puerto Rico.

ARTICLE 2 – PURPOSE/OBJECTIVES

2.1 PRW&EA is dedicated to education, dissemination of technical and scientific
information,increased public understanding, and promotion of sound public laws and
programs in the water resources and related environmental issues.

2.2 The organizations that PRW&EA represent are as follows:

2.2.1 The American Water Works Association (AWWA), as the Puerto Rico Section; the
objectives of which 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. It
is the intent that the Bylaws of PRW&EA shall be in harmony with the AWWA
Bylaws, Articles, and Governing Documents.

2.2.2 The Water Environment Federation (WEF), as the Puerto Rico Member
Association; the objectives of which are to promote and advance the water quality
profession and benefit society through protection and enhancement of the global
water environment through education, improved public understanding, and sound
public policy. It is the intent that the Bylaws of PRW&EA shall be in harmony with
the WEF Bylaws, Articles, and Governing Documents.

   ARTICLE 3 – HEADQUARTERS   

The headquarters of the PRW&EA are located at the office of the President of the Section,
unless otherwise designated by the PRW&EA Board of Directors. The PRW&EA may, from
time to time, change the headquarters’ office by resolution of the PRW&EA Board of Directors
and according to existing procedures of the Puerto Rico Department of State.

   ARTICLE 4 – MEMBERSHIP   

4.1 PRW&EA membership shall be those members of AWWA and/or WEF residing within or
having business activity in the geographical boundaries of PRW&EA and those members
of AWWA and/or WEF assigned to PRW&EA by the Executive Directors of AWWA and/or
WEF.
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4.2 All members whose dues are in arrears for their corresponding membership will be
suspended according to the bylaws, governing documents, and/or administrative
procedures of WEF or AWWA.

4.3 Occasions where a vote of the membership is required include the election of PRW&EA
officers and/or other members of the Board of Directors, as described herein; approval of a
proposed amendment of these bylaws; approval of an AWWA dues assessment, which
requires a vote of only AWWA members; approval of a WEF dues assessment, which
requires a vote of only WEF members; or in any other event for which the Board of
Directors requires a vote of the membership.

4.4 Members, in good standing, will be entitled to vote and hold office in PRW&EA. Eligibility
to hold office in PRW&EA will be extended to only those members who are members in
both affiliated organizations (as defined in Article 2 of these bylaws).

4.5 Membership Categories of the PRW&EA shall include all categories of membership
designated by WEF and/or AWWA.

A   RTICLE 5 – DUES & FEES 

5.1 Member dues are determined by affiliated organizations. PRW&EA may, in accordance
with the procedures and established guidelines of AWWA and WEF, apply for permission
to levy a special dues assessment. The special assessment would be levied annually at
the time of membership renewal, and the revenue collected would be used to increase the
funds available for PRW&EA purposes consistent, with PRW&EA objectives and policies.

5.2 PRW&EA reserves the right to collect fees for PRW&EA activities and events, as
appropriate (e.g., registration fees for annual meetings or for teleconferences and other
educational programs). Such fees will be established in accordance with these Bylaws
and the policies and procedures of PRW&EA.

ARTICLE 6 – FINANCES

6.1 The fiscal year of the PRW&EA shall begin on the first day of the month of May of each
year.

6.2 All PRW&EA finances shall be managed in accordance with these bylaws, the PRW&EA's
policies and procedures, the Bylaws and Governing Documents of the affiliated
organizations, and all applicable financial rules and regulations of the commonwealth of
Puerto Rico.

6.3 The PRW&EA shall conduct, on an annual basis, an independent audit of all finances.
The audit shall be conducted by a qualified financial advisor who is neither an employee of
the PRW&EA nor a member of the PRW&EA Board of Directors.

6.4 Affiliated organizations’ funds shall be maintained in separate accounting systems.

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6.5 The PRW&EA President, with the assistance of the Treasurer and the Directors of the
affiliated organizations, shall prepare and submit to the local Board of Directors a budget
for the fiscal year for approval. The budget shall be presented to the PRW&EA Board of
Directors in or before forty-five (45) days after the Annual Meeting.

6.6 The person and/or committee responsible for the annual meeting, seminars, and other
activities shall present a final financial report to the Treasurer and the Board of Directors
no more than sixty (60) days following the activity.

6.7 Any expense in excess of the amount authorized in said budgets shall require prior
approval by the Board of Directors. Otherwise, the officers incurring the unauthorized
expense shall be responsible for the same.

ARTICLE 7 – GOVERNANCE

7.1 Authority and Purpose of the Board of Directors

7.1.1 PRW&EA shall be an autonomous entity and shall be entitled to govern its
operation so as not to be inconsistent with the Articles of Incorporation, Bylaws,
and Governing Documents of the PRW&EA, AWWA, and WEF. The Board of
Directors assumes the primary responsibility for operating PRW&EA in this
manner, so it is appropriate to recognize such responsibility.

7.1.2 The PRW&EA Board of Directors shall have the power to act for, and in behalf of,
the PRW&EA between Annual Meetings. Any matter that requires action by the
Board of Directors at a time not conveniently related to regular or called meetings
may be submitted to it for approval by letter ballot. It shall meet at least once
before the Annual Meeting of the PRW&EA and at such other times as the
President/Chair may deem necessary.

7.2 Members and Structure of the PRW&EA Board of Directors
The officers of PRW&EA shall be:
• President/Chair
• President-Elect/Chair-Elect
• Immediate Past-President/Past-Chair
• Secretary
• Treasurer
• AWWA Director, who is a representative on the AWWA Board of Directors
• WEF Director, who is a representative on the WEF Board of Directors
• AWWA Director-Elect (refer to article 7.6.2.)
• WEF Director-Elect (refer to article 7.6.2.)
• A maximum of six (6) Trustees or minimum of four (4)

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7.3 Duties and Functions of Officers

7.3.1 With the exception of the AWWA Director and WEFDelegate, the duties for all
other members of the PRW&EA Board of Directors shall be established by the
Board of Directors.

7.3.2 The President/Chair shall have general supervision over the affairs of the
PRW&EA and shall preside at all meetings of the Board of Directors at which he
may be present. He/she shall appoint all committees except as may be otherwise
specifically provided herein or directed by the Board of Directors.

7.3.3 The President-Elect/Chair-Elect shall assist the President/Chair in the performance
of his/her duties and assume the role of President/Chair in the latter’s absence.
He/she shall also be an ex-officio member of the committees (other than the
Nominating Committee) as he/she desires and perform such other duties as may
be assigned to him/her by the Board of Directors.

7.3.4 The Secretary shall attend all meetings of the Board of Directors, duly recording
the proceedings thereof. He/she shall carry on such correspondence by mail, as
may be necessary in the conduct of the business of the PRW&EA.

7.3.5 The Treasurer shall have charge of all funds of the PRW&EA, and shall pay all bills
against the PRW&EA on orders signed by the President/Chair and/or by
himself/herself. He/she shall make a report for the fiscal year to the PRW&EA at
its Annual Meeting of all funds received, disbursed, and on hand.

7.3.6 The AWWA Director shall help establish the policies for conduct, management,
and direction of AWWA and PRW&EA. He/she shall act as a communication link
between PRW&EA and the AWWA Board of Directors, and act to coordinate and
unify PRW&EA. He/she shall represent each of those bodies in the deliberations
of the other and act to coordinate and unify their actions.

7.3.7 The AWWA Director shall attend the Annual Conference and Exposition (ACE),
Winter Board Meeting, and Regional Meeting. All other official meetings may be
attended by the AWWA Director, based on the availability of funds.

7.3.8 The AWWA Director will become familiar with the Association bylaws and
governing documents. The AWWA Director will recommend outstanding PRW&EA
members for appointment to the AWWA committees.

7.3.9 The AWWA Director will communicate routinely with PRW&EA officers regarding
critical AWWA issues, particularly regarding legislation and regulations. The
AWWA Director will write regular columns/articles for the PRW&EA newsletter.
He/she will discuss AWWA’s programs and issues with the PRW&EA officers to
gain their perspectives and ideas.

7.3.10 The AWWA Director will act as an official spokesperson for the PRW&EA on
AWWA issues.

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7.3.11 The WEF Delegate shall help establish the policies for conduct, management, and
direction of WEF and PRW&EA. He/she shall act as a communication link
between PRW&EA and the WEF Board of Directors, and act to coordinate and
unify PRW&EA. He/she shall represent each of those bodies in the deliberations of
the other and act to coordinate and unify their actions.

7.3.12 The WEF Delegate shall attend the Annual Conference and Exposition (WEFTEC)
and the Regional Meeting. All other official meetings may be attended by the
WEFDelegate, based on the availability of funds.

7.3.13 The WEF Delegate will become familiar with the Federation bylaws and governing
documents. The WEF Delegate will recommend outstanding PRW&EA members
for appointment to the WEF committees.

7.3.14 The WEF Delegate will communicate routinely with PRW&EA officers regarding
critical WEF issues, particularly regarding legislation and regulations. The WEF
Delegate will write regular columns/articles for the PRW&EA newsletter. He/she
will discuss WEF’s programs and issues with the PRW&EA officers to gain their
perspectives and ideas.

7.3.15 The WEF Delegate will act as an official spokesperson for the PRW&EA on WEF
issues.

7.4 Terms of Office
7.4.1 All terms of the Board of Directors members shall be for one year, except for the
AWWA Director and WEF Delegate. The AWWA Director and WEF Delegate
positions shall be elected for a term of three years or as otherwise required by the
Bylaws of the affiliated organizations.

7.4.2 These terms shall commence following the turning over of the gavel of office during
the PRW&EA Annual Meeting 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.

7.5 Nominations and Election of Officers
7.5.1 The PRW&EA shall conduct an appropriate nomination and election process for
the members of the Board of Directors.

7.5.2 No later than two (2) months before the Annual Meeting, the President/Chair of the
PRW&EA shall appoint a nominating committee which shall consist of a chair and
two members.
7.5.3 Nominations for the Board of Directors shall be considered by the nominating
committee. The committee, through its chair, shall report to the PRW&EA
President/Chair before the Annual Meeting, its selection of one or more candidates
for each office required to be filled. Nominations may also be made from the floor.

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7.5.4 Nominees for the position of President-Elect/Chair-Elect or President/Chair must
have been members of the Board of Directors.

7.5.5 Nominees for the position of Director-Elect of AWWA or WEF Delegate-Elect must
have held the position of PRW&EA President/Chair.

7.6 Election of Members of the PRW&EA Board of Directors
7.6.1 Members of the PRW&EA Board of Directors shall be elected during the PRW&EA
Annual Meeting. From the list of the nominees presented by the nominating
committee, the new officers shall be immediately elected. Voting may be done by
viva voce, by show of hands, roll call, ballot, or as desired. The new officers, so
elected, shall take office at the close of the Annual Meeting at which they are
elected.

7.6.2 The AWWA Director-Elect and WEF Delegate-Elect positions shall be elected
every three (3) years, during the third year of the current AWWA Director’s and
WEF Delegate’s terms.

7.7 Vacancies on the Board of Directors
7.7.1 In the case of a vacancy in the office of an AWWA Director or WEFDelegate, a
successor to serve for the remainder of the term shall be selected by the members
of the PRW&EA, as prescribed in these bylaws, or shall be appointed by the
PRW&EA Board of Directors. The PRW&EA President/Chair or Secretary shall
notify the Executive Director of the affiliated organization of such selection.

7.7.2 In the case of a vacancy in the office of the Secretary, Treasurer, or Trustee, the
PRW&EA Board of Directors shall appoint a suitable replacement to complete the
term of the vacant position.

ARTICLE 8 – MEETINGS

8.1 The PRW&EA Board of Directors shall meet at least once each year to conduct the
business of the PRW&EA. Meetings of the Board of Directors may be held in such place
within the commonwealth of Puerto Rico as the Board of Directors may appoint, or as may
be designated in the notice of the meeting.

8.2 The PRW&EA itself shall hold at least one business meeting a year to elect officers and
conduct other business, as may be necessary.

8.3 A quorum of the PRW&EA Board of Directors shall consist of the majority of the members.

8.4 For the purpose of achieving the objectives of the affiliated organizations and the
PRW&EA, the PRW&EA is expected to hold an Annual Meeting at which technical papers
are presented and water and wastewater issues are discussed. The PRW&EA Board of
Directors determines the location of such a conference.

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8.5 A quorum of the PRW&EA meetings shall consist of fifteen percent (15%) of the combined
active1 members on the first day of the month in which the meeting is held, or the active
members present one hour after the meeting’s scheduled and notified time and date. For
these and other purposes, the combined membership numbers will be calculated in the
following way; members are considered one person, regardless of their active membership
in one or both associations.

8.6 Notices of all meetings shall be sent by the Secretary, or the person appointed by the
Secretary, at least fifteen (15) days in advance.

8.7 Special meetings of the Board of Directors and or membership shall be held whenever
called by the President/Chair or by a majority of the Board of Directors, or at the written
request of fifteen percent (15%) of the PRW&EA combined membership.

8.8 Action Items. All action items involving approval, disapproval, or further evaluation by the
PRW&EA Board of Directors shall be presented in a consent agenda.

8.9 Voting Privileges. All Board of Directors members will have the right and privilege of voting
in the Board Meetings, except the AWWA Director-Elect and WEF Delegate-Elect. The
Director-Elect or Delegate-Elect positions have voice rights but not voting rights.

8.10 All meetings will be conducted in general accordance with the latest edition of "Roberts'
Rules of Order."

ARTICLE 9 – COMMITTEES

9.1 The PRW&EA Board of Directors has the authority to create and dissolve committees.
9.2 Committee Guidance

9.2.1 Standing, special, or any other committees shall be established annually by the
President, with approval of the PRW&EA Board of Directors, except as provided
otherwise in this document.

9.2.2 Standing committees shall be committees with a continued existence, formed to
do its assigned work on an ongoing basis, shall be permanent and retain any power or
oversight claims originally given to them until subsequent official actions of the committee
of the whole (changes to law or bylaws) disbands the committee.

9.2.3 Each committee’s charge and need for continuation shall be critically reviewed by
the PRW&EA Board of Directors once every two years. No committee shall be continued
for more than four years without affirmative action by the Board
1 An active member is he/she whose membership is current and recognized as valid by the national
associations.

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9.2.4 Each committee’s charge shall be developed by the committee and revised from
time to time, as appropriate. The committee charger will take effect with the advice and
consent of the Board.

9.2.5 Each committee shall have a Chair and, if appropriate, a Vice-Chair. Other
members of each committee shall be elected by the Chair with approval of the PRW&EA
Board of Directors.

9.3 Standing Committees
9.3.1 The Board shall establish standing committees, as deemed necessary by the
Board.

9.3.2 A standing committee is a sub-unit of the PRW&EA Board of Directors established
in a permanent fashion to aid the assembly in accomplishing its duties in specific
areas. This “permanent status” will assure continuity and special attention to
important and critical areas.

9.3.3 Standing committees shall be chaired by a member of the Board or when not
available, a member of the PRW&EA and shall include as many other members
from the Board and PRW&EA members from outside the Board, as may be
appropriate, and who have an interest in, or special knowledge of, the issue(s) in
question.

9.3.4 Standing committee chairs and members shall be appointed by the President.
The President, in making these appointments, shall take required expertise and
experience, geographic distribution, diversity, and other factors into account. The
terms of Board members serving on a standing committee shall be for one year,
with the possibility of up to two additional one-year terms on any committee.
Standing committee non-Board member terms shall be for one year, with the
possibility of a renewal of the term.

9.3.5 At the last regular meeting of the committee before the annual conference, the
committee shall elect a vice-chair from among the current members of the
committee. The vice-chair’s term of office shall be one year, and the vice-chair
may be elected for two additional one-year terms, as long as he/she remains on
the committee. The vice-chair shall not automatically succeed to the committee
chair at the end of the chair’s term. The vice-chair shall assist the chair with
committee functions and responsibilities and act in the chair’s absence. He/she
shall perform such other duties as the chair may direct.

9.3.6 The following committees shall be established as standing committees: Small
Community Systems Committee, Public Communication and Outreach Committee,
the Operator Professional Development Committee, the Young Professional and
Students Committee, and the Membership Committee.

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9.4 Special Committees
9.4.1 All special committees shall be established by the President, with approval of the
PRWE&EA Board of Directors for unique or exclusive purposes.

ARTICLE 10 – STUDENT CHAPTERS

10.1 The PRW&EA shall form student chapters under the same bylaws and governing
documents of the PRW&EA and any other specific administrative procedures, as might be
required.

10.2 All student chapter board members, including the advisor(s), must be members of either
AWWA or WEF, with the exception of the president, who must be a member of both.
10.3 The student chapters shall submit an action plan for the fiscal year to the Board of
Directors for evaluation and approval.

10.4 Every fiscal year, the PRW&EA Board of Directors will evaluate each chapter’s
compliance. Any proof of non-compliance through the fiscal year will be reason to
suspend sponsorship of the corresponding chapter.

10.5 Creation of Student Chapters
10.5.1 Any student group desiring to create a student chapter shall submit a letter to the
Board of Directors, asking for recognition from the Professional Chapter. The letter shall
be signed by all founding members and their advisor(s), with a minimum of ten (10)
members.

ARTICLE 11 – ESTABLISHING DISTRICTS

11.1 For ease of organization, the PRW&EA Board of Directors may divide the Association into
districts that will still be governed by the PRW&EA Board of Directors.

ARTICLE 12 – AMENDMENTS TO PRW&EA BYLAWS

12.1 Amendments to these bylaws may originate in the PRW&EA Board of Directors, or
through it, on petition of any active member. The Secretary shall mail notice and complete
text of the amendment(s), at the instruction of the Board of Directors, to each member at
least thirty (30) days before it is to be voted upon. Amendment(s) may be voted upon at
Annual Meetings or by letter ballot. Two-thirds of the votes cast are required for passage.
If a letter ballot is used, at least thirty (30) days shall be given to return ballots, and twothirds
of the returned ballots are required for passage.

12.2 If the amendment(s) are approved by the PRW&EA membership, the Secretary shall
submit the amendment(s) to the Executive Director of each of the affiliated organizations
for approval.

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12.3 Amendment(s) shall be effective only after receiving notice from each of the affiliated
organization’s Executive Director that the amendment(s) have been approved.

ARTICLE 13 – DISSOLUTION

13.1 In the case of dissolution of the PRW&EA, such portions of the funds of property thereof in
the hands of the treasurer as may have been derived from the general funds of AWWA
shall be returned to AWWA; and such portions of the funds of property thereof in the
hands of the treasurer as may have been derived from the general funds of WEF shall be
returned to WEF.

13.2 Upon winding up and dissolution of the PRW&EA, after paying or adequately providing for
the debts and obligations of the PRW&EA, and disbursement to AWWA and WEF as
noted above, the remaining assets shall be distributed to a non-profit fund, foundation, or
corporation which is organized and operated exclusively for charitable, educational, and/or
scientific purposes and which has established its tax-exempt status under section
501(c)(3) of the Internal Revenue Code.

13.3 Any such receiving organization(s) shall be selected by vote of the majority of members of
PRW&EA at a meeting called for this purpose. If for any reason(s) 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 PRW&EA.

ARTICLE 14 – INDEMNIFICATION

14.1 Indemnification is provided by the affiliated organizations, as described in the AWWA
bylaws, Article VI, Section 6.01, and the WEF Constitution and Bylaws, Article XV.
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