WPWPCA By-Laws

WESTERN PENNSYLVANIA WATER POLLUTION CONTROL ASSOCIATION, INC.

CONSTITUTION AND BYLAWS

Amended September 20, 2019

ARTICLE I – NAME

The name of the organization shall be Western Pennsylvania Water Pollution Control Association, Inc., hereinafter referred to as the "Association". 

ARTICLE II – AFFILIATION

The Association shall be an affiliate of the Pennsylvania Water Environment Association, hereinafter referred to as the “PWEA”, and shall participate in the activities of the PWEA.  It is the intent that the Constitution and Bylaws of this Association will be in harmony with the Constitution and Bylaws of the PWEA.  Nothing in this instrument shall be in conflict with the Constitution and By-Laws of the PWEA. In the event of such a conflict, the Constitution and By-Laws of the PWEA shall prevail. 

ARTICLE III - OBJECTIVES

The objectives of this Association shall be the advancement of the knowledge of design, construction, operation, maintenance, and management related to the water quality industry, and the encouragement of the exchange of information and experience for the betterment of the water quality treatment industry through meetings of the members, seminars and other training activities. 

ARTICLE IV – FRANCHISE

The geographical service area of the Association shall consist of the Counties of Allegheny, Armstrong, Beaver, Butler, Clarion, Crawford, Erie, Fayette, Forest, Greene, Indiana, Jefferson, Lawrence, Mercer, Venango, Warren, Washington, and Westmoreland.  Membership shall not be restricted to residents of these areas. 

ARTICLE V – MEMBERSHIP

Section 1- Membership Classes

Members of this Association may be Active Members, Life Members, or Student Members.  The rights, privileges, and benefits of each membership class shall be determined by resolution of the Board of Directors.  The Association shall not deny membership, membership privileges, or other services on the basis of race, ethnicity, color, creed, religion, physical ability, gender, sexual orientation, age, nation of origin or language. 

Section 2 -Active Members

An Active Member shall be any individual engaged or interested in the stated objectives of the Association.  Present membership is to be taken as sufficient evidence that the individual is so qualified for as long as they continue to be a member in good standing.  Active membership shall include all voting rights and privileges conferred by these bylaws and the rights to hold office and serve on committees. 

Section 3 - Life Members

A member in good standing for 35 years or more, who has performed outstanding, faithful, and/or extraordinary services to the Association or the water quality field, may be presented with Life Member status solely at the discretion of the Board of Directors of the Association.  Candidates for Life Member may be recommended by the Awards Committee for approval by the Board of Directors.  Life Members shall have all voting rights and privileges of an Active Member, as well as membership free of annual dues and registration fees for regular Association business meetings.  Life Members must still complete and submit registration forms to attend regular Association business meetings.  Life Members shall be responsible for paying all continuing education fees and any other fees associated with regular business meetings, and registration fees for all other Association training classes, seminars, workshops, and social events.  Additional privileges may be granted by resolution of the Board of Directors. 

Section 4 – Student Members

A Student Member shall be a person, currently enrolled in a college, community college or associate degree program or Board approved formal training program, with interest in the stated objectives of the Association.  A Student Member may not retain this class of membership beyond the first anniversary date following termination of enrollment status qualifications.  Student Members are not eligible to vote or serve as an Officer or Chair Committees of the Association.  Graduate students are not eligible to become a Student member. 

Section 5 – Membership Application

Any person eligible for membership and desiring to become a member of the Association shall make a written request for admission. 

Section 6 – Membership Suspension/Termination

Membership in the Association may be suspended or terminated for any action by a member, which is detrimental to the best interests of the Association, or whose actions are inconsistent, contradictory or disreputable to the objectives of the Association.  Such removal shall require the affirmative vote of two-thirds of the members of the Board of Directors.  In the event that any such suspension or termination is contemplated, and unless otherwise stated herein, the Board of Directors shall notify the member in writing of the reasons for the proposed action, and of the time and place of the meeting of the Board of Directors at which the suspension or termination is to be considered, no later than ten (10) days prior to the meeting.  At the meeting, the accused member shall be entitled to respond to the stated reasons, and be heard in their own defense. 

ARTICLE VI – DUES AND OTHER FEES

Section 1- Annual Dues

The annual dues for all membership classes shall be as established by the Board of Directors and approved by two-thirds of the vote of the membership present at any regular business meeting.  The Board of Directors shall provide written notification to the members of any proposed change in the dues with the meeting notice announcement for the meeting at which the dues change will be considered.  The annual dues shall become due on January first of each year for the ensuing year. 

Section 2- Membership Renewal

The annual dues shall be payable by January 31st of each calendar year.  The annual dues renewal notices shall be sent to the membership not less than thirty (30) days prior to the due date by the Membership Secretary.  A second and final delinquent notice shall be sent to members after the due date.  Members who fail to make payment after the due date shall cease to be entitled to benefits of membership. 

Section 3- Fees

The Association may collect registration fees for meetings, seminars, workshops, social events, and other training events to offset the costs of conducting the business of the Association.  Fees shall be determined and/or approved by the Board of Directors. 

ARTICLE VII – OFFICERS

Section 1- Officers and Elections

The Officers of the Association shall be a President, a First Vice-President, a Second Vice-President, a PWEA Director, an Alternate PWEA Director, a Secretary, a Treasurer, the most recent Past President, a Membership Secretary, and three Trustees.  No person shall hold more than one elected, full-term office.  However, a current Officer may temporarily fill the unexpired term of a vacancy in the PWEA Director or Alternate PWEA Director positions until the next regular election of Officers.  All Officers of the Association are voluntary and do not receive any compensation for their service to the Association.  The Officers shall be elected annually by the general membership at the October business meeting. 

Section 2 – Membership Requirements

All Officers of the Association shall be members in good standing of the Association for the preceding three years prior to the beginning of their term of office and shall maintain membership in good standing in the Association during their entire term of office.  The President, First Vice-President, Second Vice-President, PWEA Director and Alternate PWEA Director shall also be members in good standing of the PWEA at the time of their election and shall maintain membership in good standing in the PWEA during their entire term of office.  

Section 3 – Terms of Office

The term of office for all Officers, except the PWEA Director, the Alternate PWEA Director and the Trustees, shall begin at the close of the meeting at which they were elected and shall continue for one (1) year, or until their successors are elected.  The terms of office of the PWEA Director and Alternate PWEA Director shall be for two (2) years, which terms shall coincide with the terms of office of the elected officers of the Association.  The terms of office of the PWEA Director and Alternate PWEA Director shall be staggered.  The term of the office of a Trustee shall be for three (3) years, which term shall start with the term of office of the elected officers of the Association.  The terms of office of the Trustees shall be staggered with one Trustee to be elected each year. 

Section 4 – Term Limits

The President, First Vice-President, and Second Vice-President shall not hold office for more than two consecutive years.  The PWEA Director, Alternate PWEA Director, Secretary, Treasurer, Membership Secretary and Trustees may be allowed to succeed themselves to subsequent terms, if so elected by the Association. 

Section 5 – Duties of the Officers

The duties of all Officers and Directors shall be those which ordinarily apply to these offices and as outlined in the most recent version of the Association’s Policy Handbook. 

Section 6 - Vacancy

If a vacancy occurs in the office of the President, the First Vice-President shall immediately assume the office of the President and the Second Vice-President shall assume the office of the First Vice-President.  If a vacancy occurs in the office of the First Vice-President, the Second Vice-President shall immediately assume the office of the First Vice-President.  If a vacancy occurs in any other elected Officer position, the Board of Directors may appoint a member to fill the unexpired term of any such vacant position, until the next regular election of officers.  Vacancies on the Board of Directors may only be filled by a member in good standing and must meet all the criteria to hold office in the Association as previously set forth.

Section 7 – Voting Representative on PWEA Board of Directors

The duties of the PWEA Director and Alternate PWEA Director shall be to serve as the Association’s voting representative on the PWEA Board of Directors.  The Alternate PWEA Director shall serve as the Association’s voting representative on the PWEA Board of Directors when the PWEA Director is unable to attend Board meetings. 

In addition to the duties which ordinarily apply to the office, the First Vice-President shall have the duty to serve as the Association’s voting representative on the PWEA Board of Directors when the PWEA Director and Alternate PWEA Director are unable to attend Board Meetings. 

Section 8 – Removal of Officers

Any Officer of the Association who is absent from three consecutive meetings of the Board of Directors without providing an acceptable reason for said absences, may be removed from office by the Board of Directors and their office shall be declared vacant.  The Board of Directors shall have the power to fill the vacancy of that office by appointment until the next regular annual election of the Association. 

ARTICLE VIII –Board of Directors

Section 1 – Board of Directors

The affairs of the Association shall be managed by a Board of Directors under such rules as the Board of Directors may determine, subject to the specific conditions of the Association’s Constitution and By-Laws. 

Section 2 – Voting Board Members

The voting members of the Board of Directors shall consist of the elected Officers and the Program Committee Chair.  No elected Officer may hold the voting position of Program Committee Chair.  In the event that an Officer may also temporarily fill a vacant PWEA Director or Alternate PWEA Director position, that Officer shall only have one vote on all Board actions and they will only count as one Director for purposes of a quorum.  

Section 3 – Advisory Board Members

The Environmental Program Manager of the Clean Water Program in the Pennsylvania Department of Environmental Protection’s Northwest and Southwest Regional Offices, or their designated representatives, shall be invited to attend all Board of Director meetings to provide input and regulatory updates, and to serve as a liaison between the Association and the Department of Environmental Protection. 

Section 4 – Powers of the Board of Directors

The Board of Directors shall have full control of the management of the Association subject to such action as may be passed by the Association membership at its meetings.  It shall make necessary arrangements for meetings and shall have power to expend funds of the Association and to invest the same.  The Board of Directors shall not authorize any loan or incur any debt on behalf of the Association without a two-thirds majority vote of the members present at a regular business meeting.  The Board of Directors shall have power to fill any vacancies that may occur in any office by appointment, hire employees or contract services. 

The Board of Directors shall have the power to solicit proposals and contract out administrative services for the Association, as defined in the contract and approved by the Board of Directors.  The duties may include, but are not limited to, preparing mailings for membership, necessary financial functions such as receipt and deposit of dues and fees and paying expenses, processing memberships and renewal of memberships, and other administrative functions. 

Section 5 – Presiding Officer

The President shall be the Presiding Officer of the Board of Directors. 

Section 6 – Quorum

A majority of the voting members of the Board of Directors shall constitute a quorum. 

Section 7 – Meetings

The Board of Directors shall hold regular meetings at a date, time and place determined by the President and approved by the Board of Directors at their first meeting of each year.  The Board of Directors may also meet at any general membership meeting at their discretion.  Special Board of Director meetings may be called by the President or by a majority of the Board of Directors.  Meetings may be held by use of conference telephone or other electronic technology provided all Board members are given advance notice of such meeting and a quorum is present.  Notice shall be provided by mail or electronic notice (e.g., email). 

ARTICLE IX - COMMITTEES

Section 1 -

The Association shall establish and maintain Committees as needed to meet the Objectives of the Association in Article III of the Bylaws.  The Board of Directors shall authorize the creation and elimination of Committees as necessary to meet the objectives of the Association.  The Committees and the Committee’s charges and responsibilities are defined in the most recent version the Association’s Policy Handbook. 

Section 2

The President shall appoint a Chair for each Committee and together they shall determine the number of Committee members needed, appoint Committee members and select a Co-Chair for each Committee. 

ARTICLE X – LIABILITY AND INDEMNIFICATION

Section 1

To the fullest extent permitted by the law, the Association shall indemnify and hold harmless all agents against claims arising out of any alleged or actual action or inaction in the good faith performance of their duties.  “Agents” for this purpose shall include Officers, Board of Directors, Committee Chairs and employees of the Association.  

Section 2

In accordance with the provisions of the Nonprofit Corporation Law of 1988, Chapter 57B of Title 15 of the Pennsylvania Consolidated Statutes (15 P.C.S. Section 5711, et seq.) as amended, a member of the Association’s Board of Directors shall not be personally liable for monetary damages as a result of any action taken or failure to take action, except as provided by15 Pa.C.S Section 5713(b) (relating to exception to personal liability of directors). 

Section 3

In accordance with the provisions of the Nonprofit Corporation Law of 1988, relating to indemnification (Chapter 57D of Title 15 of the Pennsylvania Consolidated Statues, 15 PA C.S. Section 574.1, et seq.) as amended, this Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Association) by reason of the fact that he/she is or was a representative of the Association, or is or was serving at the request of the Association as a representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in good faith and in a manner he/she reasonably believed to be in, or not opposed to, the best interest of this corporation, and, with respect to any criminal  action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. 

ARTICLE XI – MEETINGS

Section 1 – Regular Business Meetings

The Association shall hold at least four (4) general membership meetings of the Association per calendar year at a time and place determined by the Board of Directors.  

Section 2 – Special Meetings

Special meetings shall be held at such time and places as may be arranged by the Board of Directors.  Notice of such special meetings shall be sent out by the Secretary at least fifteen (15) days in advance of the meeting by mail or electronic notice (e.g., email). 

ARTICLE XII – QUORUM

At any general membership meeting of the Association, a quorum shall consist of fifteen Active Members or Life Members, including a quorum of the voting members of the Board of Directors. 

ARTICLE XIII – AMENDMENTS

Section 1 – PWEA Review

Any proposed modification or amendment to the Association’s Constitution and/or Bylaws shall first be submitted to the PWEA’s Constitution and Bylaws Committee for review and approval.  All proposed changes must be certified by the PWEA’s Constitution and Bylaws Committee as being in harmony with the PWEA’s Constitution and Bylaws prior to approval by the Association. 

Section 2

Amendments to the Association’s Constitution and Bylaws may be made by a two-thirds vote of members present at any general membership meeting, notice of the proposed amendments having been given to the members of the Association at least fifteen (15) days in advance of said meeting.  Notice shall be provided by mail or electronic notice (e.g., email) and the complete text of the proposed amendment(s) shall be made available for review on the Association’s web site.  In the event that the amendments as proposed are not acceptable to the general membership at said meeting, then any subsequent revisions or additions shall be proposed and notice of the revised amendments shall be given to the members fifteen (15) days in advance of the next general membership meeting. 

Section 3

Upon approval by the Association Membership, a final record copy of the amended Constitution and Bylaws of the Association shall be submitted to the PWEA’s Constitution and Bylaws Committee.