Bylaws

Initially Adopted: 12/12/2002
Revised and Member Approved: 05/8/2008
Comprehensive review by VRWA Board no edits recommended: 10/30/2009
Revised and Member Approved: 05/08/2014
Comprehensive review by VRWA Board no edits recommended: 12/18/15
Comprehensive review by VRWA Board no edits recommended: 12/16/16

Article I Purpose

The purpose of the Vermont Rural Water Association is to provide education, research, technical assistance, representation, products and services to water and wastewater systems.

Article II Name and Location

Section 1. Name

The name of this Corporation is Vermont Rural Water Association, Inc. (hereafter known as "VRWA").

Section 2. Location

The VRWA Board of Directors will determine the principal office of VRWA.

Article III Membership

Section 1. Eligibility for Membership

Membership in VRWA will be limited to the following classes of members:
  1. Members: Public water and wastewater systems in Vermont may become voting members (hereafter known as "Members").
  2. Associate Members: Any person, firm, corporation or organization adhering to the purposes of VRWA and desiring to assist in the work of VRWA may become an associate nonvoting member (hereafter known as "Associate Member").
  3. Honorary Members: To recognize longstanding contributions to the water/wastewater fields, nonvoting honorary membership will be granted to candidates who are nominated by VRWA Members and approved by a majority vote of the VRWA Board of Directors.

Section 2. Application for Membership

Each applicant will furnish VRWA with a completed application form. The first year's annual dues will accompany the application.

Section 3. Voting

Each Member of VRWA will have one vote in elections held in conjunction with the annual membership meeting and in other special elections called by the VRWA Board of Directors.

Section 4. Membership Fees and Dues

The membership fees and dues will be set by the VRWA Board of Directors.

Section 5. Termination of Membership

The failure to pay all dues and fees within 60 days after they are due will constitute a termination of membership.

Article IV Meeting of Members

Section 1. Annual Meeting

The annual meeting of the membership of VRWA will be held each year at such time and place as will be designated by the VRWA Board of Directors.

Section 2. Special Meetings

Special meetings of the membership may be called at any time by the action of the majority of the VRWA Board of Directors or by a petition signed by a minimum of 10 percent of the VRWA Members.

Section 3. Notice of Meeting

A written notice will be mailed to all VRWA Members at least ten days and not more than 90 days prior to the day of any annual or special meeting of the membership.

Section 4. Quorum

At any legally called meeting of the membership, a quorum will consist of at least three VRWA Members.

Section 5. Voting

  1. All voting of the VRWA membership will be decided by a simple majority of all eligible ballots cast, unless otherwise stipulated in the VRWA bylaws.
  2. Voting by absentee ballot provided with meeting notice will be allowed in lieu of attendance at the meeting.
  3. The VRWA Board of Directors may decide to transact appropriate business requiring a vote of the membership by mail for the annual membership meeting.

Article V Board of Directors

Section 1. General Powers

The affairs of VRWA will be governed by the VRWA Board of Directors according to the VRWA bylaws.

Section 2. Composition of the Board

  1. The Board of directors will consist of five Directors in total (hereafter known as "Directors"). Four Directors will be elected by the membership. The fifth Director will be appointed by the other Directors and will serve as the representative to the National Rural Water Association Board of Directors.
  2. At each annual meeting the Members will elect for terms of three years the number of Directors whose terms of office have expired.
  3. Current employees of VRWA or affiliated organizations are ineligible to serve on the VRWA Board. Former employees are ineligible to serve on the VRWA Board for 12 months after leaving the employ of VRWA or affiliated organizations.
  4. No more than one director is allowed from a given system.
  5. The VRWA board will appoint up to two VRWA Board Liaison positions for a one-year term. These will be non-voting positions.

Section 3. Meetings

The VRWA Board of Directors will meet annually for the purpose of reorganizing the Board and such other business as is required. Also, the Board may meet throughout the year.

Section 4. Committees

The VRWA Board of Directors will establish and abolish committees as needed and the VRWA President will appoint committee members and chairpersons from the Board.

Section 5. Executive Committee

The VRWA Board of Directors will establish an Executive Committee as needed.

Section 6. Quorum

A majority (greater than 50 percent) of the VRWA Board of Directors will constitute a quorum for the transaction of business at any meeting.

Section 7. Compensation

VRWA Directors serve as volunteers and are not compensated. Legitimate expenses incurred in the line of duty as a VRWA Director may be reimbursed.

Section 8. Resignations, Removals and Vacancies

  1. Any VRWA Director may resign at any time by giving written notice to the VRWA Board of Directors.
  2. Any VRWA Director may be removed by a majority vote of the full VRWA Board of Directors at any meeting.
  3. A vacancy in the Board will be filled by a majority vote of the Directors. The person filling this vacancy must represent a VRWA Member and he or she will hold office until the next regular meeting of the VRWA membership, at which time the VRWA membership will elect a Director for the unexpired term, or new term.
  4. A VRWA Director must resign anytime before the next annual election if he/she no longer represents a Member that is located in the state of Vermont.

Section 9. Directors Applying for Staff Positions

VRWA Directors are ineligible to apply for staff openings or assume paying positions on the staff of VRWA or affiliated organizations during their term on the board and for 12 months after resignation or termination from the board.

Section 10. Officers

At each annual meeting of the VRWA Board of Directors, the Board will elect a President, Vice-President, and Treasurer-Secretary to serve until the next annual meeting of the Board of Directors. The terms of office for President, Vice President, and Treasurer-Secretary will not be longer than three years.

Section 11. Executive Director

The VRWA Board of Directors may appoint an Executive Director. The Executive Director will perform such duties as the Board of Directors may require of him or her and have such authority as the Board of Directors may vest in him or her.

Section 12. Reporting

The officers of VRWA will submit audited reports covering the business of VRWA for the previous fiscal year at each annual meeting of the membership.

Section 13. Conflicts of Interest

All VRWA Directors and its employees will participate with VRWA to serve its membership and to further the mission of VRWA. In order for the VRWA Board of Directors to be free to make reasoned judgments, Directors will make full disclosure of any possible conflict, at the time of their nomination and election to the Board and at the time that any potential conflict of interest may arise.

Article VI Amendments

These bylaws may be amended by either (A) a two-thirds (2/3) majority vote of the ballots cast at any VRWA annual meeting, provided that written notice of any proposed revision(s) is mailed to the Members at least ten (10) days prior to the annual meeting at which the amendment will be voted on or (B) by two-thirds approval of the ballots cast by the VRWA Members through a mail vote. The VRWA Board will decide the method of amendment.

Article VII Dissolution or Sale of Assets

In the event of dissolution of VRWA, all of the remaining assets and property of the organization shall after payment of necessary expenses thereof be distributed to such organizations as shall qualify under section 501(c)(3) of the Internal Revenue Service Code of 1986, or corresponding provisions of any subsequent Federal tax laws, or to the Federal government of State or local government for a public purpose, subject to the approval of a Justice of the Supreme Court of the State of Vermont.