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BCWWA News: Bylaws and Constitution

• Bylaw changes, or, what else can I do with my time?
• BC Water & Waste Association Constitution
• Bylaws of the British Columbia Section of the American Water Works Association

Bylaw changes, or, what else can I do with my time?

By Dennis Mitchell, AWWA Director, Chair – Ad Hoc Committee on Bylaw Review, BC Section Director

As part of a review of the BCWWA’s relationships with our parent organizations AWWA and WEF, we examined the respective Constitution and Bylaws that govern how we operate. The review pointed out that we were not operating in strict accordance with the BC Society Act, and changes were required.

At the October 21, 2002 Board Meeting, the BCWWA Board approved a motion to establish an Ad Hoc Committee to review the AWWA and BCWWA Constitution and Bylaws, which was in response to the review by Debra Sing QC, of the firm Borden Ladner Gervais LLP. The Ad Hoc Committee consisted of Kevin Ramsay, Harlan Kelly, Inder Singh, Neal Carley and Dennis Mitchell.

The amendments are to ensure the BCWWA and the BC Section AWWA operate in accordance with the BC Society Act, as well as ensure an “arm’s length” relationship exists between the two organizations. In short, the BC Section AWWA will be set up as a separate entity reporting independently of the BCWWA, although the day to day operations will remain essentially the same. In order to accomplish this, separate AWWA Section Board meetings will be held, and independent financial records maintained.

The process we are following in amending the Constitution and Bylaws is carefully spelled out in the documents. This notice and the publishing of the documents following are to fully disclose to the members the changes being contemplated. In addition, we have also solicited AWWA’s review. The issue will be brought to the Annual General meeting in April, at which time all BCWWA and AWWA members will be asked to vote on the changes to each respective document.

We welcome your comments and questions on these proposed changes; you can contact any of the committee members.

The amendments are to ensure the BCWWA and the BC Section AWWA operate in accordance with the BC Society Act, as well as ensure an “arm’s length” relationship exists between the two organizations.

BC Water & Waste Association Constitution

1. The name of the Society is the B.C. Water & Waste Association hereinafter referred to as the Association.

2. Mission Statement of the Association is: “BCWWA is a non-profit association dedicated to the safeguarding of public health and the environment through the sharing of skills, knowledge and experience in the water and wastewater industries. .”

3. Purpose of the Association:

3.1 The coordination on a provincial and/or territorial level and in the public interest of the efforts and activities of individual members and affiliated groups for the not-for-profit purpose of:

a) furthering technical interest and education in the field of environmental resources including design, construction, operation and management of waterworks, sewerage, drainage, waste disposal and other pollution control works or such other disciplines as may from time to time be approved by the Association.

b) promoting efficient use and protection of our drinking water and other environmental resources.

c) giving consideration to provincial, territorial and national policies and legislation on environmental resources.

d) acting on behalf, and presenting the view of its members on matters that are federal, provincial, territorial, regional and municipal in scope.

e) ensuring that federal, provincial, territorial, regional, municipal and local governments are informed as to the matters of concern to the Association

3.2 The provision of services to members and affiliated associations, organizations or groups by:

a) co-ordinating and organizing programs for training, education, and certification;

b) making available technical data;

c) co-ordinating and stimulating research activity;

d) producing information bulletins;

e) arranging, on a federal, provincial, territorial, regional and municipal basis, activities and projects of common interest to members;

f) organizing an annual conference for the exchange of information, and an annual business meeting for updating of activities of the Association;

g) organizing technical transfer seminars in conjunction with federal, provincial, territorial, regional and municipal governments;

h) co-operating with established authorities and persons interested in the dissemination of technical knowledge;

i) liaising with federal, provincial, territorial, regional and municipal agencies of governments to discuss matters of concern to the Association;

j) recognizing service and achievement in the Association and its activities;

k) encouraging public understanding of matters of concern to the Association;

l) encouraging the selection of careers in the water & waste water field;

4. Franchise

The exclusive service area of the Association shall be the Province of British Columbia and the Yukon Territory.

5. Paragraphs 2 and 4 are alterable.

BYLAWS

Article 1 Membership

1.1 All candidates for membership and all members shall have a recognizable interest in the furtherance of the objectives of the Association set forth in the Constitution and shall carry on their business or profession in a fully ethical manner and in conformity with generally accepted principles of conduct.

1.2 The Association shall have six categories of Members: Full Members, Corporate Members, Student Members, Honorary Members, and Retired Members.

1.2.1 A Full Member can be any individual interested in or serving in the fields of endeavor covered by the Objectives of the Association.

1.2.2 Any member of an affiliated association or organization as ap proved by the Board under Article 2.14 who resides within the geographic boundaries authorized in Section 4 of the Constitution will be a Full Member of the Association.

1.2.3 A Corporate Member is any consulting engineering firm, manufacturing firm or agent, distributor or representative of a manufacturing firm, contracting firm or technical service firm whose business interests are in or serving in the fields of endeavor covered by the objectives of the Association’s constitution.

1.2.4 A Student Member is any individual enrolled in a technical school, college, or university whose studies are related to the fields of endeavour covered by the objects of the Association’s constitution: any student member of student chapter of a parent association is a student member of the Association.

1.2.5 An Honorary Member is an individual who is recognized as such by resolution of the Board due to exceptional performance for, involvement in, and contributions to the Association. Honorary Members will be selected and approved by a unanimous decision of the Board.

1.2.6 A Retired Member is an individual who has retired and is not professionally active in the water or waste fields. Any person or organization desiring to become a member of the B.C. Water and Waste Association, shall fill out an application on the form provided by the Board and shall, subject to paragraph 1.2.2, be admitted at the sole discretion of the Board.

A member who is in arrears with dues for three months shall cease to be in good standing. A member may be expelled for any cause by unanimous vote of the Board.

1.6 Any group wishing to become affiliated with the Association may make application to the Board. An affiliated group shall be a body approved and designated by the Board as a group whose interest is common with the Association.

Article 2 Direction and Management of the Association

2.1 The Association will be governed by a Board comprising the President, President-Elect, Vice-President, Secretary, Treasurer, Past President, elected Directors and Trustees, plus additional Directors or Trustees, who are appointed by unanimous vote of the Board, all of whom receive no remuneration. At no time shall the number of Board members exceed eighteen (18).

2.2 The Board may establish the paid position of Executive Director to manage the operations of the Association for such remuneration as will be determined by the Board from time to time.

2.3 At the discretion of the Board, a Management Committee may be appointed to assist the Executive Director in day to day operations of the Association. In the event that the position of Executive Director is not established or filled, the Management Committee will assume the responsibilities of managing the operations of the Association.

2.4 Other paid positions may be approved by the Board to assist in the operations of the Association.

2.5 The affairs of the Association will be governed by the Board under such rules as the Board may determine, subject to the specific conditions of the Constitution and Bylaws.

2.6 The President of the Association or other Board member designated by the President shall be the presiding officer of the Board.

2.7 The Board shall hold a minimum of four meetings per year, one of which shall be at the time of the Annual General Meeting. The meetings shall be called by the presiding officer of the Board. A minimum of seven (7) days notice shall be provided, unless waived by unanimous agreement of the Board members.

A Board meeting may be conducted in person, by telephone conference, or by other electronic medium where Board members are able to communicate with each other. A quorum of the Board members must be present.

2.8 A quorum of the Board shall consist of a majority of its voting members.

2.8.1 Unless otherwise specified, motions will be passed by a majority vote. At a Board meeting conducted in person, voting will be by a show of hands. At a Board meeting conducted by telephone conference, voting will be by verbal indication, by facsimile vote or by electronic ballot. At a Board meeting conducted by other electronic medium, voting will be by electronic ballot.

2.8.2 A motion to rescind a previously passed motion, must be passed by a two-thirds majority vote.

2.8.3 In the event of a tied vote by a quorum of the Board, the motion will fail.

2.9 All members of the Board shall be members in good standing, at the time of their election or appointment and during their term of office, with the Association.

2.10 The officers of the Association will be the President, President-Elect, Vice-President, Secretary, Treasurer and the Past President.

2.11 The President shall have general supervision of the affairs of the Association and shall perform such duties as are prescribed in the Bylaws.

2.11.1 The Past President, President-Elect, and Vice-President shall assist the President in the performance of his duties. The President-Elect shall act in the absence of the President as required.

2.11.2 The Secretary shall record the proceedings of the Annual General Meeting. The Secretary shall be responsible for the safe keeping of the minutes, books and records of the Association, and shall be responsible for the applicable filings under the Society Act.

2.11.3 The Treasurer shall advise the Association with respect to the funds of the Association. The Treasurer shall see that all monies due are deposited to the credit of the Association and shall make all disbursements in accordance with procedures approved by the Board.

2.12 The signing authority of the Association shall be decided by the Board.

2.13 The Board may develop policies and procedures for the management and guidance of the Board and Association.

2.14 The Board may approve up to two affiliated associations or organizations for which a Director and Trustee may be elected to the Board.

Article 3 Elections and Appointments

3.1 The members of the Association shall elect at the Annual General Meeting, to serve as Directors on the Board, a President, President-Elect, Vice-President, Secretary, and Treasurer. The members of the Association shall, subject to Paragraph 3.5, elect at the Annual General Meeting, to serve as Directors on the Board, one Director and one Trustee for each affiliated association or organization approved by the Board under Article 2.14.

3.1.1 Names of members to stand for these offices will be submitted to a nominating committee, comprised of the Past President, and a minimum of two former Presidents of the Association, as chosen by the Past President.

3.1.2 The nominating committee will present the slate of candidates at the Annual General Meeting.

3.2 Further nominations will be called for from the floor of the Annual General Meeting and in the event that there are more candidates nominated than positions available, an election by ballots distributed at the meeting shall take place.

3.3 The newly elected President, President-Elect, Vice President, Secretary and Treasurer shall take office at the Annual General Meeting.

3.4 The elected Directors for each of the affiliated associations or organizations approved by the Board under Article 2.14 will take office following the Annual General Meeting of the respective association or organization and will remain in office for the length of term specified in the bylaws of the respective association or organization.

3.4.1 The elected Directors of the affiliated associations or organizations approved by the Board under Article 2.14 shall represent the Association in the conduct of all business by the affiliated associations or organizations.

3.5 The elected Trustee for each of the affiliated associations or organizations approved by the Board under Article 2.14 will serve for a period of two years. The Trustee will take office at the Annual General Meeting.

3.6 Directors and Trustees for special interest groups or geographic regions shall be appointed by the President, and be approved by a two-thirds majority vote of the Board.

3.7 The Past President shall be the latest living Past President and shall serve ex-officio as a voting Director on the Board.

3.8 In the event of resignation or death of any Officer, Director or Trustee, the position may be filled by an appointment made by the Board.

3.9 Any Director, Officer or Trustee may be removed by special resolution, passed by a 75% affirmative vote of the eligible members present at an Annual General Meeting, special meeting or general meeting of the Association members.

Article 4 Annual General Meeting

4.1 The Place of the Annual General Meeting shall be fixed by the Board. The meeting shall take place not more than (15) fifteen months after the previous Annual General Meeting.

4.2 Any special or other General Meeting shall be held at such place and time as the Board may determine.

4.3 A quorum of the Annual General Meeting, special meeting or general meeting shall be (twenty-five) 25 voting members and voting shall be by majority vote unless otherwise stipulated.

4.4 No proxies will be allowed for voting purposes.

4.5 Not less than fourteen days before the Annual General Meeting, special meeting or general meeting, the Secretary shall send notice of the meeting to all members of the Association.

4.6 The Association members at the Annual General Meeting must approve the procedure of election, within the provisions of the Bylaws.

4.7 The Treasurer shall present the financial statements to the Association members at the Annual General Meeting.

4.8 The Directors representing the affiliated associations or organizations as approved by the Board under Article 2.14 shall submit a written report to the Association members at the Annual General Meeting.

4.9 The Secretary shall present the minutes of the previous Annual General Meeting to the Association members at the Annual General Meeting.

Article 5 Use of Funds and Borrowing Power

5.1 The use of the funds of the Association is subject to the discretion of the Board, having regard to the constitution of the Association.

5.2 The Board may authorize borrowings or a line of credit to finance capital programs or to balance floating rate obligations of the Association not to exceed 5% of the Association’s annual operating budget and not to extend for periods in excess of a year in any single instance of a temporary loan, and that such loans be exclusively for the purpose of addressing cash flow fluctuation resulting from normal operating activities.

Article 6 Audit of the Accounts

6.1 The accounts of the Association shall be reviewed annually under a “Review Engagement Report” by at least one independent Accountant, approved by the Board.

6.2 The independent Accountants may be members of the Association but not members of the Board.

Article 7 Custody and Use of the Seal of the Society

7.1 The Board shall provide for the safe custody of the seal of the Association, which shall not be affixed to any instrument except by authority of a Resolution of the Board and in the presence of such officers as may be prescribed by such Resolution.

Article 8 Alteration of the Constitution and Bylaws

8.1 Amendments to these Constitution and Bylaws may be proposed by a majority of the Board or by a petition to the Board by twenty (20) eligible voting members.

8.2 Notices of proposed amendments and the complete text of a proposed amendment Watermark Spring 2003 43 shall be sent to each eligible voting member at least thirty (30) days before it is to be voted upon.

8.3 Amendments to these Constitutions and Bylaws may be made by a 75% affirmative vote of the eligible voting members present and voting at an Annual General Meeting, special meeting or general meeting of the Association members.

Article 9 Minutes, Documents and Records

9.1 The documents, including accounting records of the Association, shall be open to inspection by Association members upon demand at any reasonable time.

Article 10 Protection of Directors,

Officers and Member Association

10.1 The Association will provide insurance for liability protection for all of the Board members while they hold office.

10.2 Such liability protection is to be in effect for any officer or member of the Board, staff or appointed representative working for or on behalf of the Association on projects approved by the Association.

10.3 Such liability protection is to be in effect for any claim made by reason of a person being or having been an Officer, staff or a member of the Board of the Association whether or not he or she continues to be a Director or Officer when the claim is being made.

10.4 Liability protection shall also be afforded any person authorized by the Board to carry out duties assigned to them at any meeting duly convened by the Board.

Article 11 Dues Structure

11.1 The annual membership fee shall be set by the Board from time to time as required to ensure adequate funds are available for the proper administration and operation of the Association.

11.2 Fees are payable on the first day of the month in which they become due.

Article 12 Fiscal Year

12.1 The fiscal year for the Association will be January 1 to December 31.

Article 13 Committees

13.1 The President shall be responsible for the appointment of Committee Chairs which shall be subject to the approval of the Board.

13.2 The number and type of Committees will be at the discretion of the Board. The committees will advance the best interests of the Association and enable it to fulfill its objectives.

13.3 The Committee Chairs will form the Technical Planning Council, with responsibility for coordinating technical seminars and recommending policies and positions.

Article 14 Directors of Affiliated Associations or Organizations & Directors Expenses

14.1 The Board may authorize the expenditure of funds for assistance to Directors of the affiliated associations and organizations as approved under Article 2.14 and association officers to attend National Conferences, National Board Meetings of the respective associations or organizations and similar functions where representations on behalf of the Association are in the best interests of the Association.

Article 15 Dissolution of the Association

15.1 In the event of the need to dissolve the Association a special committee will be formed consisting of the President, Past President, Secretary and Treasurer, and Directors of the affiliated associations or organizations as approved under Article 2.14 to bring about an orderly dissolution of the Association.

15.2 In the event of dissolution of the Association, any funds of the Association remaining after the satisfaction of its debts and liabilities shall be given or transferred to organizations concerned with environmental problems or organizations promoting the same objectives of this Association as may be determined by the members of the Association at the time of dissolution. If effect cannot be given to the aforesaid provisions, then such funds shall be given or transferred to some other organization; provided that such organization referred to in this paragraph shall be a charitable trust recognized by the Canada Customs and Revenue Agency as being qualified under the provisions of the “Income Tax Act” of Canada as it now exists or as it may hereafter be amended.

Article 16 Special Note on Gender Reference

16.1 Personal pronouns used in these Bylaws referring to either the masculine or feminine gender shall be considered interchangeable where applicable and as the context requires or permits.

 

Bylaws of the British Columbia Section of the American Water Works Association

ARTICLE I - NAME

The name of this organization shall be the British Columbia Section of the American Water Works Association (hereinafter the “Section”).

ARTICLE II - OBJECTIVES

The objectives of the Section are to promote public health, safety, and welfare through the improvement of the quality and quantity of water delivered to the public by:

(a) advancing knowledge related to the design, construction, operation, and management of all water systems providing water to the public;

(b) formulating solutions to the problems involved in the development of water resources and in the production and distribution of safe and adequate water supplies;

(c) educating the public on matters connected with the water utility industry.

ARTICLE III - HEADQUARTERS AND OPERATIONS

3.1 The headquarters of the Section shall be at the office of the Executive Director, unless otherwise designated by the Section Governing Board.

3.2 All matters pertaining to the operation of the Section shall be in accordance with the Articles of Incorporation, Bylaws, and Governing Documents of the American Water Works Association and with these bylaws.

ARTICLE IV - MEMBERSHIP

4.1 The membership of the Section shall consist of those members of the American Water Works Association residing in or having principal business activity in the British Columbia Section and those assigned to the British Columbia Section by the Executive Director of the American Water Works Association.

4.2 The geographic boundaries of the British Columbia Section are defined as the Province of British Columbia and the Yukon Territory.

4.3 Membership in the Section shall automatically convey membership in the British Columbia Water and Waste Association (BCWWA), with all rights and privileges of membership described in the BCWWA’s Constitution and Bylaws.

ARTICLE V - ELIGIBILITY TO VOTE

5.1 All members of the Section in good standing, except multi-section members, are eligible to vote.

5.2 Occasions where a vote of the membership is required include: the election of Section officers and other members of the Section Governing Board as described herein; approval of a proposed amendment of these bylaws; approval of a special dues assessment of the Section membership; or in any other event that the Section Governing Board requires the vote of the Section membership.

ARTICLE VI - SECTION FINANCES

6.1 Dues: Dues shall be assessed against members as required for membership in the American Water Works Association. The Section may, in accordance with the procedures defined in the Governing Documents and established guidelines of the American Water Works Association, 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 Section uses consistent with the objectives and policies of the American Water Works Association.

6.2 Fees: The Section reserves the right to collect fees for Section activities and events, as appropriate (e.g., registration fees for annual meetings, teleconferences, and other educational programs). Such fees will be established in accordance with these bylaws, the policies and procedures of the Section, and the Governing Documents and Bylaws of the American Water Works Association.

6.3 Financial Controls: All Section finances shall be managed in accord with these bylaws, the Section’s policies and procedures, the Bylaws and Governing Documents of the American Water Works Association, and all applicable financial rules and regulations of the country or province in which the Section operates. The Section shall conduct, on an annual basis, an independent review of all Section finances. The review shall be conducted by a qualified financial advisor who is neither an employee of the Section nor a member of the Section Governing Board.

ARTICLE VII - SECTION

GOVERNANCE

7.1 Authority and Purpose of the Governing Board

7.1.1 The Section members shall elect the following officers at the Section’s Annual General Meeting: a Chair, Chair Elect, Secretary, and Treasurer.

7.1.2 The Section officers will select an AWWA Director at the Section’s Annual General Meeting for the length of term as specified in the bylaws of the American Water Works Association. The Director will take office at the following Annual Meeting of American Water Works Association.

7.1.3 The Section officers will select an AWWA Trustee at the Section’s Annual General Meeting.

7.1.4 The Section officers may select up to two (2) additional Trustees from special interest organizations if the appointments are in the best interests of the Section.

7.1.5 The most recent Past Chair shall be an officer of the Section.

7.1.6 The affairs of the Section will be governed by the Section Governing Board under such rules as the Section Governing Board may determine, subject to specific conditions of these Bylaws.

7.2 Members and Structure of the Section Governing Board

7.2.1 The Section Governing Board will include: the Chair, Chair Elect, Secretary, Treasurer, Past Chair, AWWA Director, AWWA Trustee, and any additional Trustees of special interest organizations appointed under article 7.1.4.

7.2.2 The Chair of the Section or other member of the Section Governing Board designated by the Chair shall be the presiding officer of the Section Governing Board.

7.2.3 The Section Governing Board shall hold a minimum of four meetings per year, one of which shall be at the time of the Annual General Meeting.

7.2.4 A quorum of the Section Governing Board shall consist of a majority of its voting members.

7.2.5 All members of the Section Governing Board shall be members in good standing (at the time of their election or appointment and during their term of office) with the Section.

7.3 Eligibility to Serve on the Section Governing Board

7.3.1 Any member of the Section, except a multi-section member of the Section, shall be eligible to hold elective office in the Section. Despite the foregoing exception, student members are eligible to hold elective office.

7.3.2 The Chair, Chair Elect, Secretary, and Treasurer must not hold more than one office at the same time.

7.4 Nominations for Members of the Section Governing Board

7.4.1 Names of members to stand for the eligible offices of the Section Governing Board will be submitted to a Nominating Committee.

7.4.2 The Nominating Committee will present a slate of officers at the Annual General Meeting.

7.4.3 Further nominations will be called from the floor of the Annual General Meeting.

7.5 Election of Members of the Section Governing Board

7.5.1 Members of the Section Governing Board may be elected either during the annual general meeting of the Section or, if approved by the Section Governing Board, by letter ballot.

7.6 Terms of Office for the Section Governing Board

7.6.1 The AWWA Director shall serve for a term of three years or as otherwise required by the Bylaws of the American Water Works Association.

7.6.2 The term of the Chair, Chair Elect, Secretary, and Treasurer shall be one (1) year. The term of the Trustee(s) shall be two (2) years. These terms shall commence following the Section Annual General Meeting.

7.6.3 No person shall hold the same elected office for more than two (2) consecutive terms.

7.7 Vacancies on the Section Governing Board

7.7.1 In the case of a vacancy in the office of the AWWA Director, a successor to serve for the remainder of the term shall be selected by the members of such Section as prescribed in the bylaws of the Section or shall be appointed by a two thirds majority of the Section Governing Board. The Section Chair or Secretary shall notify the Executive Director of the American Water Works Association of such selection.

7.7.2 In the case of a vacancy in the office of the Chair, Chair Elect, Trustees, Secretary, or Treasurer, the Section Governing Board shall appoint a suitable replacement to complete the term of the vacant position.

7.7.3 In the case of a vacancy in the office of Past Chair, the next living preceding Past Chair will complete the term of the vacant position.

7.8 Duties of the Section Governing Board

7.8.1 With the exception of the AWWA Director, the duties for all other members of the Section Governing Board shall be established by the Section Governing Board.

7.8.2 The AWWA Director shall represent the Section on the Board of Directors of the American Water Works Association, and shall coordinate and unify the actions of both the American Water Works Association and the Section.

ARTICLE VIII - MEETINGS

8.1 The Section shall hold an Annual General Meeting of the section members to elect officers and conduct other business as may be necessary.

8.2 The Annual General Meeting must take place not more than fifteen (15) months after the previous Annual General Meeting

8.3 The Section Governing Board can call a special or general meeting of the Section members to conduct other business as necessary.

8.4 Not less than 14 days before the Annual General Meeting, special meeting, or other general meeting of the Section members, the Secretary must send due notice of the meeting to members of the Section.

8.5 A quorum of the Annual General Meeting, special meeting or other general meeting of the Section members shall be twenty-five (25) eligible voting members.

ARTICLE IX - COMMITTEES

9.1 The Section Governing Board may establish committees to conduct Section programs and business.

9.2 Committees shall be established and shall convene in accordance with the Section policies and procedures.

ARTICLE X - AMENDMENTS TO SECTION BYLAWS

10.1 Amendments to these bylaws may be proposed by either an affirmative vote of the Section Governing Board, or by written petition to the Governing Board signed by at least twenty-five (25) eligible voting members of the Section.

10.2 These bylaws may be amended at an Annual General Meeting or other special general meeting of the Section members by a twothirds majority vote of eligible voting members present at the meeting, provided however, that all members shall have written notice at least 30 days in advance in which to consider the proposed amendments(s) prior to voting.

10.3 At the discretion of the Board, the bylaws may also be amended by a mailed ballot, with an affirma- tive vote of two-thirds of the ballots returned by eligible voting members. All eligible voting members shall be provided a copy of the proposed amendment(s) with the mailed ballot, and shall be given at least 30 days to return the ballot.

10.4 If the amendment(s) are approved by the Section members, the Secretary shall submit the amendment(s) to the Executive Director of the American Water Works Association for approval by the American Water Works Association Board of Directors.

10.5 Such amendment(s) shall be effective only after receiving notice from the American Water Works Association Executive Director that the amendment(s) have been approved by the American Water Works Association Board of Directors.

ARTICLE XI - DISSOLUTION

11.1 In case of dissolution of the Section, such portions of the funds or property thereof in the hands of the Secretary and Treasurer as may have been derived from the general funds of the American Water Works Association shall be returned to the American Water Works Association.

11.2 The balance of the Section’s funds or property shall be disposed of by transfer and distribution to any one or more corporations, funds, or foundations with like purposes or goals that is organized and operated in an area included in an AWWA section, hereinafter referred to as the “receiving organization.”

11.3 The following shall be characteristic of the receiving organization:

• that it be operated exclusively for scientific or educational purposes;
• that no part of the net earnings of which inures to the benefit of any private shareholders or individual;
• that no substantial part of the activities of which is carrying on propaganda or otherwise attempting to influence legislation; and
• that it does not participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office.

The receiving organization would then qualify under the provisions recognized by the Canada Customs and Revenue Agency as being qualified under the provisions of the Income Tax Act of Canada, as it now exists or as it may hereafter be amended.

11.4 Any such receiving organization(s) shall be selected by vote of the majority of the members of the Section at an other special general meeting called for this purpose. If for any reasons 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 the Section.

ARTICLE XII - INDEMNIFICATION

12.1 Indemnification is also provided by the American Water Works Association as described in the American Water Works Association Bylaws, Article VI, Section 6.01.