Bylaws
Initially Adopted: 12/12/2002Revised and Member Approved: 05/8/2008
Comprehensive review by VRWA Board no edits recommended: 10/30/09
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:- Members: Public water and wastewater systems in Vermont may become voting members (hereafter known as "Members").
- 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").
- 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
- 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.
- Voting by absentee ballot provided with meeting notice will be allowed in lieu of attendance at the meeting.
- 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
- A. 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 to serve as the representative to the National Rural Water Association Board of Directors.
- At each annual meeting the Members will elect for terms of three years the number of Directors whose terms of office have expired.
- 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.
- No VRWA Director will serve longer than three consecutive three-year terms, unless there are no volunteers or nominees other than the current Director for that position.
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
- Any VRWA Director may resign at any time by giving written notice to the VRWA Board of Directors.
- Any VRWA Director may be removed by a majority vote of the full VRWA Board of Directors at any meeting.
- 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.
- 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.
