BY-LAWS

August 2006

Table of Contents (click on a header to visit that section)

Article I: Organization

Article II: Object

article III: membership

article IV: offices/ officers

article v: board of trustees

article vi: executive board

article vii: election of officers

article viii: meetings

article ix: dues and membership registration

article x: resignation, censorship, suspension, and expulsion

article xi: special provisions

article xii: temporary amendments to the bylaws

ARTICLE I:  ORGANIZATION

 (a) The name of this organization shall be the "NORTH JERSEY WATER CONFERENCE", INCORPORATED, and shall be incorporated under the laws of the State of New Jersey.

ARTICLE II:  OBJECT

The objectives of the North Jersey Water Conference shall be to:

(a) Advance the knowledge of Water Operations; along educational, historical, and scientific lines of all its various branches.

(b) Acquire and disseminate trustworthy information bearing upon these topics.

(c) Promote greater popular interest in the science of Water Operations, and for the particular purpose of bringing the members of the northern part of New Jersey into closer relations with one another and prompting friendship and the exchange of ideas and discussions of mutual interest.

ARTICLE III:  MEMBERSHIP

Section 1 - General

(a) Any individual of good moral character meeting the requirements of sub-section (a) of SECTION 2 of this ARTICLE shall be eligible for Regular Membership provided the applicant be vouched for by one or more persons who shall be Members of the NORTH JERSEY WATER CONFERENCE and the application for membership is properly filled out in detail and is accompanied by the regular dues then in force when the application is presented.

(b) All paid up Members shall be entitled to all of the privileges of the Conference including the right to vote and hold Office.

(c) All applications for membership with accompanying fees shall be made to the Treasurer in writing and on such form as provided.

SECTION 2 - Grades of Membership

The Membership shall consist of:

(a) Licensed Operators, Engineers, Technicians, Vendors, and individuals actively employed in or associated with the water works field.

(b) Regular, Honorary, and Retired Members as described below:

• Regular Members are individuals meeting the requirements of sub-section (a), herein, whom have paid their dues.

• Retired Members are individuals who were formerly gainfully employed in the water works industry and have been Members for a minimum of ten years. Retired individuals who have not previously been Members of the North Jersey Water Conference, must demonstrate that they have been Members in good standing in a similar organization(s) elsewhere, and (along with Regular Members) must make application and demonstrate that they qualify to be Retired Members.

• Honorary Members are individual, elected as such, in the manner hereinafter set forth. Honorary Membership may be conferred only by the Board of Trustees, upon the nomination by at least two Members thereof upon any persons who have rendered the Conference or the field of Water Operations in particular, of noteworthy service or who are considered deserving of this special and distinctive honorary title.  Honorary Members shall not be eligible to hold Office unless they were Regular Members of the Conference at the time the Honorary Membership was conferred upon them.

ARTICLE IV:  OFFICES/OFFICERS

SECTION 1 - General

The Offices/Officers of the NORTH JERSEY WATER CONFERENCE shall:

(a) Be the President, Vice President, Treasurer, and Secretary (as Senior Officers) and four Junior Officers.

(b) The term of the President shall be up to two years and there shall be a limit of two non-consecutive terms for any one person. Candidates for the position of President must be a current Officer.

The term of the Vice President shall be up to two years and candidates for the position of Vice President must be a current Officer.

The terms of the Secretary and Treasurer shall be up to four years and staggered by two years. Candidates for these positions must be a current Officer in at least their second year of service. Candidate for the position of Treasurer can alternately be past Presidents.

The terms of the Junior Officers shall be a minimum of two years and up to four years, with one new Officer being elected each year.

(c) Deliver to their successor all books, papers, or other property of the Conference in their possession at the expiration of their term of Office.  They shall not be relieved of their bond or obligation until this requirement has been complied with.

(d) Keep an accurate record of all financial transactions of the Conference that fall within the realm of their position and present these records to the Secretary/Assistant Treasurer upon completion of the activities.

SECTION 2 - Duties

The duties of the President shall be to:

(a)  Preside at all meetings of the conference.

(b) Call meetings of the Executive Board and preside thereat.

(c)  Appoint and disband all Committees as may be required.

(d) Designate the Chairperson of all Committees.

(e)  Make the call for nominations of the Officers by a Nominating Committee typically comprised of the Trustees before the date of the March Regular Monthly Meeting.

(f)   Appoint an auditing CPA firm to audit the books of the Conference.

The duties of the Vice-President shall be to:

(a)  Assist the President in the discharge of any duties and assume the duties of the President in case of absence or disability.

(b) Preserve order at all meetings and send along the general regards and sentiments of the Conference to either Members or their families, acquaintances, affiliations, and/or employers in cases of illness, death, tragic loss, promotion, appointment, etc.

(c)  Oversee the actions of Committees as well as those Officers subordinate to him.

(d) Obtain an accurate record of all financial transactions of the Conference from the various Committee Chairs and present these records to the Secretary / Assistant Treasurer upon completion of the activities.

The duties of the Treasurer shall be to:

(a)  Keep a true record of the transactions of the Conference and preserve all documents pertaining to the Office.

(b) Receive and bank all dues, fees, and receipts of the Conference.

(c)  Prepare an accounting of all funds in report form on a monthly basis, and a full and final report of all matters pertaining to the Office at the end of the fiscal year. These books shall then be presented to the Conference through the President and accompanied by the proper voucher(s).

(d) Maintain any bank accounts of the Conference. The Treasurer’s signature will be the only one on the checks of the Conference. Any bank account shall be in the name of the North Jersey Water Conference, Inc., and shall include the signatures of the President, Vice-President, and Secretary. These Officers shall sign, open, or close the accounts in case of incapacity of the Treasurer.

(e)  Withdraw funds from the bank account and pay bills and obligations of the Conference without the consent of the President of the Conference. The consent of the President shall be required for the first nine months of the term of a new or temporary Treasurer. This period of time may be extended indefinitely by a vote of the Executive Board.

(f)   Furnish Bond. Said Bond shall be paid for by the North Jersey Water Conference.

(g)  Provide final dues notices.

(h)  To keep in safe custody the official logos of the Conference and to arrange for the preparation of such logos and the striking and disposition of medals and membership buttons as authorized.

The duties of the Secretary shall be to:

(a)  Act as Secretary for the Executive Board and to keep a true record of its proceedings.

(b) Assist the Treasurer as may be required and as directed by the President and/or Treasurer.

(c)  Produce minutes of all Board Meetings and submit same to Officers.

(d) Perform such duties in connection with the nomination and election of Officers as may be required.

(e)  Provide the Membership with such notices and information as may be necessary for the operation of this organization.

(f)   Coordinate the production and distribution of stationary for the Executive Board. Said stationary shall include the names of the Board of Trustees/Officers and corresponding Board Members/Officers of the Executive Board.

(g)  Compile and present to the Executive Board a summary of the financial transactions of the Conference for the previous year (July to June). The summary shall be submitted at the first Executive Board Meeting of the current year (July/August). This summary shall act as a Budget for financial transactions for the coming year and shall be reviewed and voted upon by the Executive Board at their July/August Meeting. (See Article XI of Section 1 for further details regarding the Budget.)

The duties of the Junior Officers shall be to:

(a)  Assist the Senior Officers as directed and requested in the operations of the Conference.

(b) Serve on and assist with the operation of the numerous committees appointed by the President.

ARTICLE V:  BOARD OF TRUSTEES

SECTION 1 - General

(a) The Board of Trustees shall consist of a Chairman of the Board and up to three other Members. The term of the Chairman of the Board and the other Members shall be up to two years, be limited to two consecutive terms, and have no limit on the total number of terms served. The Chairman will typically be the immediate past President, but shall be elected by the Board of Trustees as desired and required, thereof. Candidates for Trustees shall previously have served a full two year term as President.

(b) In the Event of a tied vote, the President shall be called upon to cast the deciding vote.

SECTION 2 - Duties

The duties of the Board of Trustees shall be to:

(a)  Guide and advise the Officers where necessary on all matters related to the Conference. This shall include oversight of the various committees appointed by the President and acting as liaisons between these Committees and the Executive Board. Trustees shall be assigned Committees by the President.

(b) Fill a vacancy created in the Office of Treasurer as stipulated in ARTICLE VII.

(c)  Serve as a Nominating Committee for the election of Officers and for the Office of the Treasurer.

(d) Call for Executive Board Meetings in lieu of non-action by the President.

ARTICLE VI:  EXECUTIVE BOARD

SECTION 1 - General

(a) The Executive Board shall consist of the Board of Trustees and the Officers.

(b) Voting Members of the Executive Board shall be the Members of the Board of Trustees, President, Vice-President, Treasurer, Secretary, and the three longest serving Junior Officers. The newest Junior Officer shall be a non-voting Member.

SECTION 2 - Duties

The duties of the Executive Board shall be to:

(a) Act on all affairs of the Conference.

(b) Rule on disposition of formal charges brought against a Member.

(c) Remove from Office any Officer or Trustee who does not or can not meet the requirements of the Office, see SECTION 3 of ARTICLE VII.

(d) Set the amount of the dues.

ARTICLE VII:  ELECTION OF OFFICERS

SECTION 1 - General

(a) There shall be a General Election held at the April Regular Monthly Meeting of the Conference each year. Notification of this vote shall be furnished to the General Membership via said Regular Monthly Meeting Notice. The vote shall typically be a verbal vote. Should there be an objection to this policy or to the result(s) of a verbal vote from a minimum of three Members of the Conference, then a written ballot shall be collected and tabulated from the Members present at the Meeting.

(b) Nominations shall be made by the Nominating Committee (Board of Trustees) via the March Regular Monthly Meeting Notice or may be made from the floor at the March Regular Monthly Meeting. Any person nominated must be a Member in good standing in order to be considered as a viable candidate.

(c) All nominations, save that for the Office of the Treasurer, shall be announced at the March Regular Monthly Meeting.

(d) Officers are to be elected for the following terms: Trustees and Senior Officers - up to two years, Junior Officers - up to four years, and the Treasurer and Secretary - up to four years.

They will assume their duties after June 30.

SECTION 2 - Special Provisions for Election of Treasurer

(a) The Treasurer shall be elected for a four year term based on the rules as stated in this SECTION.

(b) The majority vote of the Board of Trustees shall elect the Treasurer.

(c) The Board of Trustees shall develop nominations, amongst themselves and through notification of the General Membership via a Regular Monthly Meeting Notice. (If the Treasurer is planning to or is scheduled to step down this shall occur via the February Regular Monthly Meeting. In the case of disability or removal from Office of the Treasurer, then it shall occur within two months of said action.) Nominations for the Office of Treasurer will be presented at this Regular Monthly Meeting. Should no likely or willing candidates be obtained, then the Board of Trustees is required to choose one of the Trustees to perform the duties of the Office until a willing or likely candidate can be nominated. In the case that the Treasurer's five year term is completed and no likely or willing candidate can be obtained the Treasurer's term can be extended on a yearly basis until a willing or likely candidate is obtained.

(d) The General Membership shall be able to voice their opinion on the nomination for the Treasurer in the form of an approval/disapproval vote. Said vote shall be taken at the Regular Monthly Meeting following the presentation of the nominations based upon the submission of a petition to the President signed by a minimum of 5% of the active Members of the Conference and upon twenty days prior written notice to the entire Membership. Said petition should include the name or names of likely or willing candidates. Said names will be included in the next General Election of Officers for the Office of Treasurer should the approval/disapproval vote result in a disapproval of the nominations from the Trustees for the Office of the Treasurer. The current Treasurer, the appointed Trustee, or the elected Officer shall serve as the Treasurer until the next General Election.

(e) Immediately following the General Election the Board of Trustees shall also vote, amongst themselves, on the Office of Treasurer based on all the nominations made for the Office. A minimum of 75% of the entire Membership shall have to vote for a candidate for Treasurer in the General Election to overturn the vote of the Board of Trustees.

(f) The General Membership shall be able to voice their opinion on the Treasurer currently in Office using the same procedure established in the preceding sub-sections of this SECTION. In this case, said approval/disapproval vote shall be taken at or prior to the January Regular Monthly Meeting to allow time for the Trustees to develop nominations for the February Regular Monthly Meeting.

SECTION 3 - waiver of term limits and reduction of terms

(a) The term limits of any Officer of Trustee can be waived based on the following provisions:

After adequate request and discussion, the Board may vote to waive the term limit of any of the Officers or Trustees. Said vote shall be in the form of a secret ballot as described in sub-section (c) of this SECTION.

Terms shall only be extended by a length of time equal to one standard term for said position, save the terms for Junior Officers which shall only be extended by one year at a time. The term of a Junior Officer may only be extended twice.

(b) The terms of any Officer or Trustee can be reduced based on the following provisions:

Having established just cause and provided for adequate discussion, the Board may vote on reducing the term of any of the Officers or Trustees. Said vote shall be in the form of a secret ballot as described in sub-section (c) of this SECTION. Said discussion and vote shall include provisions to distribute the duties of the vacated position.

Junior Officers shall serve a minimum of one and a half years prior to being subjected to a vote to reduce their term.

(c) All voting Officers and Trustees shall participate in a Secret Ballot, save the position in question, as applicable.

The Officer holding the position in question may be asked to leave any meeting at which the matter is being discussed, should be given proper opportunity to answer any concerns or comments raised, and should not be present at the time of the balloting.

The Secretary, or an appropriately appointed replacement shall, upon a call for a vote, create a written ballot form for distribution to the appropriate Senior Officers and Trustees. They will cast their vote, in writing, on said form and pass it along to the Secretary, or the appropriately appointed replacement, who shall tally the votes and announce the decision. A second Officer or Trustee shall affirm the decision by viewing the ballots.

(d) There shall be a minimum of eight ballots, with a minimum of five Trustees and Senior Officers participating, to constitute a quorum. Affirmative votes on a minimum of 75% of the ballots will be required to waive or reduce the term limits of an Officer.

ARTICLE VIII:  MEETINGS

SECTION 1 - General

(a) All Officers and Trustees, in order to maintain standing shall be required to attend 70% of all Regular Monthly Meetings and at least two-thirds of the Executive Board Meetings. The Executive Board can waive this requirement by a 75% vote on a case by case basis.

SECTION 2 - Regular Monthly Meetings

Regular Monthly Meetings shall be:

(a) Held from September to June. A majority of the Members present shall constitute a quorum.

(b) Canceled or rescheduled only at the discretion of the President and Chairman of the Board.

SECTION 3 - Executive Board Meetings

Executive Board Meetings shall be:

(a) Held not less than three times each year (July 1 to June 30) and consist of at least six Members of the Executive Board to have a quorum. The first meeting of each year shall be held in July or August in preparation for the events of the coming year.

(b) Called by the President with a written notice given to all Officers and Trustees with ample time to arrange to attend said meeting or meetings.

(c) Called by the Board of Trustees in lieu of non-action by the President.

ARTICLE IX:  DUES AND MEMBERSHIP REGISTRATION

SECTION 1 - Dues

(a) Dues are payable on or before September 1 for the coming fiscal year.

(b) Dues and all fees for all Regular Monthly Meetings for Honorary Members are waived as a result of their title.

(c) Dues constitute the basic membership fees as set by the Executive Board and do not include additional fees levied against members for meals, social outings, etc.

SECTION 2 - Membership List

(a) The Membership List will be kept active at all times. An official Membership List will be published by the Conference for the October Monthly Meeting. All Members currently on the Membership List at the time of the preparation of this publication shall be listed. It is the responsibility of individual Members, who want to be so published, to have their dues paid at the time of the publication preparation.

SECTION 3 - Non-Payment of Dues

(a) Any Member who fails to pay their dues by October 1 shall be liable for suspension, in which case their name shall be dropped from the Membership List and removed from the mailing list. Said Members shall receive a final dues notice by October 31.

SECTION 4 - Repayment of Dues

(a) Any Member suspended for non-payment of dues or who has resigned may be reinstated upon payment of monies due at the time of the suspension or resignation provided no charges are pending against the Member.

ARTICLE X:  RESIGNATION, CENSORSHIP, SUSPENSION, AND EXPULSION

SECTION 1 - General

(a) Members may elect to resign from the Conference at any time. Unless written notice is provided, a Member will be considered active until their dues become delinquent. Resignation results in a forfeiting of any remaining dues paid to the Conference.

(b) Whenever formal charges are brought against any Member for conduct contrary to the welfare of the Conference such charges shall be in writing and shall be signed by the person or persons making them. The identity of the person(s) making such charge(s) shall not be made known except to the Executive Board. Such charges, with particulars thereof, shall be filed with the President who shall thereupon furnish the accused Member with a written copy thereof. The accused Member shall be afforded a reasonable opportunity to enter a written defense to such charges. The matter shall then be referred to the Executive Board for consideration and determination. The Executive Board may dismiss such charges or it may censure, suspend, or expel the accused Member. Nonpayment of dues shall also cause suspension from the Conference.

(c) The terms of censure and suspension shall be developed by the Executive Board based on the circumstances of the matter. Expulsion shall result in the forfeiting of any remaining dues that have been paid to the Conference and removal from the Membership List of the Conference. Suspension shall also cause a Member to be removed from the Membership List.

(d) Any Member who has been expelled from the American Water Works Association shall be considered for expulsion from the North Jersey Water Conference and not be eligible to the privileges of membership. The Executive Board shall take action as set forth in sub-Section (b) of this SECTION.

SECTION 2 - Reinstatement

(a) Any Member who has been expelled may be reinstated by a minimum 75% vote of the entire Executive Board.

ARTICLE XI:  SPECIAL PROVISIONS

SECTION 1 - Incurring Expenses

(a) No Officer, Committee, or Member shall incur any expense in the name of the Conference that substantially deviates (by about 20%) from the accepted Budget of the Conference as adopted at the July/August Executive Board Meeting except with the authorization of the President and the Chairman of the Board of Trustees. All bills shall be submitted on a proper voucher.

(b) The Budget of the Conference shall be based on the review of the previous years financial transactions as compiled by the Secretary-Assistant Treasurer. It shall include all financial transactions by the Conference, broken down by Committee, activity, function, etc. The breakdown shall include enough detail to determine the income and expenditures and track about 95% of the overall monies of the Conference. Presentation of the Budget shall be reviewed and agreed upon by a two-thirds majority of the Board of Trustees and the President just prior to the July/August Executive Board Meeting. All persons (Committee Chairs, Treasurer, President, Program Chair, Secretary, Membership Chair, Good and Welfare Officer, etc.) shall prepare a listing of expenditures for their respective functions.

SECTION 2 - Seal of the Conference

(a) Reproduction of the Conference's seal shall not be used for any purpose other than official stationary and official publications except with the authorization of the Executive Board.

SECTION 3 - Fiscal Year and Responsibilities

(a) The fiscal year of the Conference shall be from September 1 to August 31 for a period of twelve consecutive months.

(b) The Officers shall submit to an Auditorial Review of the finances of the Conference. Said review shall be conducted yearly, between April 1st and May 10th by a licensed CPA and shall include an inspection of the books, accounts, bank statements, receipts, etc. of the Treasurer. The review shall confirm the proper submission of required tax documents and accounting/use of Conference funds. The review shall be attended by the Treasurer and at least two other Officers as appointed by the President.

SECTION 4 - Bylaws

(a) The By-Laws may be amended or altered by a two-thirds vote of the Executive Board at two meetings along with a two-thirds vote of the General Membership at a Regular Monthly Meeting. Any amendment or revision to the By-Laws must be announced to the General Membership twenty days prior to bringing it to a vote at a Regular Monthly Meeting.

(b) The stipulations listed in sub-section (a) of this SECTION may be waived should the revisions to the By-Laws be agreed upon by a minimum 75% vote of the entire Executive Board and the announcement of the revisions to the General Membership (via a Regular Monthly Meeting notice) and written vetoes from no more than 5% of the entire active Membership at the next Regular Monthly Meeting.

(c) The By-Laws shall be reviewed by a By-Laws Review Committee starting in September during years where the last two digits are evenly divisible by three (i.e. 1996, 1999, 2003, etc.). The Committee shall present any recommendations for review by the Executive Board prior to the February Regular Monthly Meeting of the following calendar year (i.e. 1997, 2000, 2004, etc.).

SECTION 5 - Dissolution

The Conference shall be dissolved by a minimum 75% vote of the entire Membership of the Conference. Such a vote shall be taken at a Regular Monthly Meeting based upon the submission of a petition to the President signed by a minimum of 5% of the active members of the Conference and upon twenty days prior written notice to the entire Membership.

Upon dissolution of the Conference the Executive Board shall, after paying or making provisions for the payment of all liabilities of the Conference, dispose of all the remaining assets of the Conference to such organizations organized and operated exclusively for research, educational, or scientific purposes; which qualify at the time as an exempt organization or organizations, under Section 501 (c) (3) of the Internal Revenue Code of 1954. Any remaining assets not so disposed of shall be disposed of by the Court of the County in which the principal Office of the Conference is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine.

temporary amendments to the by-laws

August 2007

article xii - temporary amendments

section 1 - 2007/2008 season

(a) The President and Vice President shall all be considered to be in the first year of their respective terms.

(b) The Chair of the Board and the immediate past Chairman of the Board shall be considered to be in the first year of their first term as Trustees. The next senior-most Trustee and the senior-most Trustee shall be considered to be in the first year of their second consecutive term as Trustees.

(c) The Secretary and Treasurer shall be considered to be in the first and third years of their four year terms, respectively.

(d) For Junior Officers, previous years of service as Officers shall serve to fulfill their term requirements.

section 2 - Duration and Updating

The provisions of this ARTICLE shall be effective until 30 June 2011.

This ARTICLE shall be updated (not substantially modified) each year in August, through 30 June 2011, to incorporate the changes brought about by the passing seasons. The finalized versions shall be reviewed and approved by the Executive Board.