Article I

Section 1. Name. The name of this California nonprofit corporation shall be:

ASSOCIATION OF CALIFORNIA WATER AGENCIES
(hereinafter referred to as the Association)

Section 2. Principal Office. The principal office for the transaction of business of the Association is located at 910 K Street, Suite 100, Sacramento, California; provided, however, that the Board of Directors may change the location of the principal office without amendment of these Bylaws.

Section 3. Purposes. The purposes of the Association shall be to work together with its members and others for the best interests of California and its citizens and landowners who use, need and depend upon water; to encourage the orderly development of the waters of the State; to seek means of obtaining and making available to all California a dependable water supply of the best possible quality at the lowest possible cost, giving due consideration to environmental factors involved therein; to provide inspiration and leadership in meeting and solving the water supply problems of this State; to propose and advocate such policies and measures, local, State and Federal, which serve the best interests of the Association, opposing those of contrary nature; to assist in promoting the health, safety and welfare of the employees of its member organizations; and to do all other things which will be for the best interests of its members.

Article II
Membership and Dues

Section 1. Membership.

(a) Members. Any public district, public agency, or public organization created and operated for the purpose of controlling, treating, developing, acquiring, using or supplying water for any purpose for inhabitants or lands within the State of California, or for the protection, drainage or reclamation of lands within the State of California, may become a member of the Association upon written application, approval by the Board of Directors and the payment of the required dues. Acceptance to membership shall authorize full participation in Association activities. Except as otherwise provided in subsection (b) below, in no case may an organization other than a state, a political subdivision (as defined in § 1.103-1(b) of the Income Tax Regulations) of a state or an entity the income of which is excluded from gross income under § 115 of the Internal Revenue Code be a member of the Association.

(b) Honorary Life Members. Any person who has rendered conspicuous service in furthering the purposes of the Association may, by vote of the Board of Directors, be granted an honorary life membership in the Association without payment of dues or assessments. All past presidents of the Association shall be honorary life members. Honorary life members, as such, shall not be entitled to a vote or hold office.

(c) Termination of Members. Membership shall cease upon the failure of any member to pay the dues provided for in Section 2 of this Article. The membership of any member may be terminated at any time by such member sending written notification to the Association’s principal office of its intention to withdraw. The Board of Directors may terminate the membership of any member upon thirty (30) days written notice by first class mail when it is determined at any regular board meeting or at any special board meeting called for that purpose that continuance of such membership would not be in the best interests of the Association. Withdrawal or termination of membership ends any participation in Association activities and shall terminate a member’s interest in the Association’s assets.

Section 2. Dues. The annual dues of each member shall be established by the Board of Directors; provided, however, that any member may apply for a change in its dues because of conditions which differentiate such applicant from other members.

Section 3. Liability of Members.

(a) No member shall be liable for any obligation incurred by the Association or any region thereof, except, (1) the payment of the annual dues while it shall remain a member; and (2) the payment of emergency assessments, which shall not exceed ten percent (10%) of current annual dues for each member in any calendar year. No emergency assessment may be levied against any member during the first two years of membership in the Association.

Article III
Officers

Section 1. Officers. The officers of the Association shall be a president, vice president, executive director and treasurer. The president and vice president shall be elected by the members of the Association at its fall conference in each odd-numbered year and shall take office on January 1 of the calendar year following election and they shall hold office until such time as their successors take office or are appointed. The executive director and treasurer shall be selected by the Board of Directors of the Association, which shall also determine their salaries. An elected president shall not be permitted to succeed himself/herself to that office. The executive director and treasurer shall hold office at the pleasure of the Board of Directors. The offices of the executive director and treasurer may be combined.

Section 2. Duties. The president shall preside at all meetings of the Board of Directors, the Executive Committee, and the general membership; shall appoint all committees, including the chair thereof, who shall be ratified by the Board of Directors, and shall perform all other duties necessary to carry out the functions of that office. The president shall be ex officio a member of all committees, except the Nominating Committee, and regions.

The executive director and treasurer shall perform the duties assigned by the president and Board of Directors and shall render a report to the Board of Directors at the first meeting following the close of each calendar year, showing the membership of the Association, the receipts and expenditures during the year, and a resume of the work accomplished.

Section 3. Bonds. The Board of Directors shall require fidelity bonds to be furnished for all officers and/or employees handling the finances of the Association in such amounts as it shall deem desirable or necessary, said bond, or bonds, to be approved by the Board of Directors and premiums therefor to be paid by the Association.

Section 4. Vacancies. The vice president shall, in the absence of the president, assume all of the duties of that office and, if a vacancy occurs, succeed thereto for the unexpired term.

Except as provided above, should vacancies occur in either office of the president or vice president, the Board of Directors shall appoint persons to fill such offices for the unexpired terms thereof.

Article IV
Board of Directors

Section 1. Membership. The Board of Directors shall consist of:

(a) the Association president and vice president.

(b) the chair and vice chair of each region.

(c) the chair of each standing committee.

(d) the most immediate active, affiliated past president.

(e) the vice president of the ACWA/Joint Powers Insurance Authority.

(f) “[Reserved.]”

• the members of the Council of Past Presidents who will be non-voting members.

Section 2. Term of Office. The term of office of the newly elected board members shall commence on January 1 of the calendar year following election of the officers and shall terminate on December 31 of the following odd-numbered year two years later, or until their successors are elected and take office or are designated.

Section 3. Attendance Requirement. Any board member who misses two consecutive regular board meetings without being excused by the board will no longer be a member of the Board of Directors.

Section 4. Regular Meetings. Regular meetings of the Board of Directors shall be held bimonthly at such times and places as the board may determine at a regular or a special meeting.

Section 5.Special Meetings. Special meetings may be called by the president upon ten (10) days written notice sent by mail to each director and addressed to each at the address as shown upon the records of the Association. No business except that mentioned in the notice shall be transacted at any special meeting, except by consent of three-fourths (3/4) of the directors present. A special meeting shall be called by the president upon written request of five (5) directors.

Section 6. Quorums. At any meeting of the Board of Directors, representatives of fifty percent (50%) of the voting directors shall constitute a quorum for the transaction of any business.

Section 7. Alternates. Each region shall designate an alternate for the chair and the vice chair, who are representatives of any agency in the region, to act at meetings of the Board of Directors when the chair or vice chair is unable to attend. The vice chair of each standing committee will be the alternate to act at meetings of the Board of Directors when the chair is unable to attend. An alternate may not act or vote on behalf of any more than one director. A director may not act as an alternate for any other director.

Section 8. Vacancies. Should a vacancy occur in the office of any director elected from a region before the end of the term, the region shall appoint a new director. Should a vacancy occur in the office of any committee chair before the end of the term, the president shall appoint a new committee chair to fulfill the unexpired term of such committee chair with ratification by the Board of Directors. A vacancy in the office of any director shall be deemed to exist when a director: (a) resigns the office; (b) no longer is employed by, retained by, or serves as a director of the respective member organization; or (c) is otherwise removed by a member organization.

Section 9. Duties. The Board of Directors shall exercise and perform those powers and duties as are necessary to conduct the activities and affairs of the Association subject to the limitations of these Bylaws, the Articles of Incorporation and the laws of California, set forth in these Bylaws, and may delegate to the Executive Committee such of its powers as it deems necessary.

Section 10. Council of Past Presidents. There shall be a Council of Past Presidents composed of all past presidents of the Association. Past presidents shall serve on the council until each no longer wishes to serve. The president and/or executive director, with approval of the Board of Directors, may assign specific responsibilities to the council from time to time.

Article V
Regions

Section 1. Formation.

(a) There shall be a maximum of ten (10) regions within the State. The Board of Directors shall determine the regional boundaries. Insofar as is practicable, the regions shall have a numerical balance in member agencies; make geographic sense; and promote regional problem solving.

(b) A member may file a written petition to the Board of Directors requesting a change in regions. Such petition shall set forth the reasons for such requested change. The board shall, within a reasonable time, act upon such petition setting forth the reasons for its action. Such action by the board shall be based on factors in (a) above, as well as others deemed by the Board of Directors to be relevant to the decision.

Section 2. Officers. The officers of each region shall:

(a) be a chair and vice chair and three to five regional board members who shall be elected by the region by September 30 of odd-numbered years. They shall take office on January 1 of the calendar year following election and shall hold office for two (2) years, or until their successors are elected and take office. The chair and vice chair shall be the region representatives to the Board of Directors. Regions may hold elections at duly scheduled and noticed region meetings or by mail ballot. The regional board of each region will determine the manner of voting.

(b) exercise the powers and perform duties of the region during the interim between region meetings.

(c) make recommendations to the president regarding regional appointments to committees.

Section 3. Nominating Committees. There shall be a Nominating Committee consisting of three (3) or more persons appointed by the chair to be announced during the region meeting at the spring conference in each odd-numbered year.

(a) Election at Region Meeting. If the regional board chooses to conduct the region election at a region meeting, the Nominating Committee shall announce its recommended slate for chair, vice chair and regional board members two weeks prior to the meeting where the election will be held. Additional nominations may be made from the floor at in-person meetings provided that all candidates have submitted the required documents by the specified deadline.

• Election Via Mail Ballot. If the regional board chooses to conduct the region election via mail ballot, the Nominating Committee shall announce its nominations for chair, vice chair and regional board members by August 1 of said year.

• Election Deadline. All regions must complete the election process by September 30.

Section 4. Meetings. The meetings of each region shall be held at the fall conference in each odd-numbered year and at such times and places as may be determined by the region officers. Five (5) or more members present at any region meeting shall constitute a quorum for purposes of conducting the business of the region.

Section 5. Subcommittees. Subcommittees may be appointed as need may determine, by the region, or its chair.

Section 6. Rules. Each region shall organize and adopt rules and regulations for the conduct of its meetings and affairs not inconsistent with the Articles of Incorporation or Bylaws of the Association.

Article VI
Executive Committee

Section 1. Membership.

(a) There shall be an Executive Committee consisting of the following: the president of the Association, who shall be the chair thereof; the vice president; the most immediate active, affiliated past president; the chair of the Finance Committee; and three (3) representatives selected from and by the members of the Board of Directors.

(b) To the extent practical, the Executive Committee should be constituted so as to reflect the geographic extent of the Association and the functions of its member agencies.

Section 2. Powers. The Executive Committee shall act in emergency situations and shall perform such other duties and assume such other responsibilities as are delegated to it by the Board of Directors.

Section 3. Reporting. The president, or any person designated by the president, shall report to the Board of Directors, at each regular board meeting, any action taken by the Executive Committee since the last preceding regular board meeting. The minutes of Executive Committee meetings shall be mailed to each member of the Board of Directors at least five (5) days prior to board meetings, except in cases in which the Executive Committee meets during or immediately prior to a conference of the Association, in which case the minutes shall be mailed to each director promptly thereafter. At special Executive Committee meetings, the president or the president’s designee shall report to the board on the nature and subject of such special meeting and any action taken by the Executive Committee relating to such special meeting.

Section 4. Meetings. Meetings of the Executive Committee shall be held as needed, at such time and place as determined by the president of the Association. Special meetings of the Executive Committee may be called by the president on five (5) days written notice to the members or upon written request of three (3) Executive Committee members.

Section 5. Term of Office. The term of office of persons elected or appointed to the Executive Committee shall be two (2) years and shall commence on January 1 of the even-numbered year following their election and shall terminate on December 31 of the following odd-numbered year two (2) years later, or until their successors take office or are designated.

Section 6. Minutes. The minutes of the Executive Committee meetings shall be kept by the executive director at the Association’s principal office in Sacramento. Actions of the Executive Committee shall be reported to the Board of Directors as provided in Section 3 of this Article.

Article VII
Qualification for Membership on ACWA’s Standing and Regular Committees

Section 1. In order to serve on any ACWA standing or regular committee, an individual must be an employee, director or other representative duly designated by a public agency to represent that agency.

Standing Committees

Section 2. Communications Committee. There shall be a Communications Committee whose duty it shall be to develop and make recommendations to the Board of Directors regarding a comprehensive internal and external communications program for the Association and to promote development of sound public information and education programs and practices among member agencies. The committee shall consist of no more than 40 individuals. Of that number, at least one individual shall be from each region.

Section 3. Energy Committee. There shall be an Energy Committee whose duty it shall be to recommend policies and programs to the Board of Directors and to the State Legislative Committee and/or Federal Affairs Committee as appropriate. The committee shall consist of at least one representative from each region.

Section 4. Federal Affairs Committee. There shall be a Federal Affairs Committee whose duty it shall be to review all federal legislative proposals and regulatory proposals affecting Association members, after consulting with other appropriate committees, and to develop Association positions consistent with existing policy, where it has been established; recommend sponsorship of bills which will resolve problems or improve conditions for Association member agencies and assist in the establishment of the Association’s federal legislative program. The committee shall consist of at least one and no more than five individuals from each region.

Section 5. Finance Committee. There shall be a Finance Committee whose duty it shall be to make recommendations to the Board of Directors regarding annual budgets, dues formula and schedules and other revenue producing income, annual audit and selection of an auditor and investment strategies. The committee shall consist of the ACWA President and Vice President as ex officio members, the Finance Committee Chair, one member of the board from each of ACWA’s ten regions (either chair or vice chair) and one additional representative from each region with experience in financial matters.

Section 6. Groundwater Committee. There shall be a Groundwater Committee whose duty it shall be to recommend policies and programs to the Board of Directors and to the State Legislative Committee and/or Federal Affairs Committee as appropriate. The committee shall consist of at least one representative from each region.

Section 7. Insurance and Personnel Committee. There shall be an Insurance and Personnel Committee whose duty it shall be to review, on a regular basis, all group insurance program offerings, make recommendations to the Board of Directors regarding annual contract renewal of all group employee benefit plans, retirement issues, and other personnel and administrative issues pertinent to the management of member agencies. The committee shall consist of at least one and no more than two individuals from each region; at least one from each region must represent an agency enrolled in multiple plan offerings through the Association.

Section 8. Local Government Committee. There shall be a Local Government Committee whose duty it shall be to recommend policies to the State Legislative Committee and Board of Directors on matters affecting water agencies as a segment of local government in California. The committee shall consist of at least one and no more than three individuals from each region.

Section 9. State Legislative Committee. There shall be a State Legislative Committee whose duty it shall be to review all state legislative proposals affecting Association members and to establish Association positions, consistent with existing policy, where it has been established; sponsor bills which will resolve problems or improve conditions for Association member agencies and assist in the establishment of the Association’s legislative program. The committee shall consist of at least one and no more than four individuals from each region. There shall be at least one person representing each of the following types of agencies: (a) California water districts; (b) county water districts; (c) irrigation districts; (d) municipal water districts. The representatives of the above types of agencies shall be a part of representatives from the regions.

Section 10. Water Management Committee. There shall be a Water Management Committee whose duty it shall be to recommend policy and programs to the Board of Directors on any area of concern in water management. The committee shall consist of at least one and no more than four individuals from each region.

Section 11. Water Quality Committee. There shall be a Water Quality Committee whose duty it shall be to develop and recommend Association policy, positions and programs to the Board of Directors, to promote cost effective state and federal water quality regulations which protect the public health, to enable interested members to join together to develop and coordinate with other organizations, and to present unified comments regarding agricultural and domestic water quality regulations. The committee shall consist of at least one individual from each region.

Section 12. Appointment. The president shall appoint all committee members, including the chair and vice chair thereof, after receiving recommendations from members and regions.

Section 13. Term of Office. The term of office of standing committee chairs to the Board of Directors shall be two (2) years and shall commence on January 1 of the even-numbered year following their appointment by the president and ratification by the then seated Board of Directors and shall terminate on December 31 of the odd-numbered year two (2) years later or until their successors are appointed and ratified.

Section 14. Meetings. Meetings of standing committees, as well as all other appointed committees, may be called at such times and places designated by the respective chair thereof.

Article VIII
Special Committees

Section 1. Nominating Committee. There shall be a nominating committee consisting of five (5) or more persons appointed by the president prior to the Association’s fall conference in each odd-numbered year. Not later than (48) hours prior to the election of officers of the Association, the nominating committee shall publish its nominations for the offices of president and vice president of the Association. Additional nominations may be made by any member for candidates for the office of president and vice president.

Section 2. Other Committees and Task Forces. Other committees and task forces may be appointed by the president from time to time as need therefor shall dictate, consistent with and supportive of the mission of the Association.

Article IX
Funds

Section 1. Funds. The funds of the Association shall be used to further the aims and purposes of this Association. They shall be kept by the treasurer and paid out by checks signed by the treasurer or any other person authorized by resolution of the Board of Directors. The Finance Committee shall implement procedures to ensure necessary internal controls over the receipt and expenditures of Association funds and arrange for an external audit. The audit reports shall be presented to the Board of Directors.

Article X
Meeting of Members

Section 1. Meetings. Meetings of the members of the Association shall be held at the Association’s conference at such times as may be determined by the Board of Directors to conduct necessary business.

Section 2. Special Meetings. Special meetings of the members may be called by the Board of Directors, the president of the board or by five percent (5%) or more of the members. Except when called by the board, a request for a special meeting must be in writing and be delivered in person or mailed by first class mail addressed to the president, vice president or secretary of the board at the principal office of the corporation. The request must state the general nature of the business proposed to be transacted at the meeting.

A special meeting which has been called by written request of the Board of Directors shall be set by the Board of Directors on a date which is not less than thirty-five (35) nor more than ninety (90) days after receipt of the request. The officer who receives the request, or the person or persons who made the request, shall cause notice to be given to all members, which notice shall state the place, date and time of the meeting and the general nature of the business to be transacted at the meeting. No business except that specified in the request and notice may be transacted at said special meeting.

Section 3. Voting. Each member shall be entitled to one vote which shall be cast by its authorized representative. All questions, except amendments of these Bylaws, shall be determined by a majority of the members present and voting. A roll call may be requested by any representative.

Section 4. Amendment of Bylaws. These Bylaws may be amended by two-thirds (2/3) of the members present and voting at any meeting.

Section 5. Quorums. The presence of fifty (50) members at any meeting of members shall constitute a quorum for transacting business.

Article XI
Miscellaneous

Section 1. Resolutions or Amendments. Before any resolution or amendment to the Bylaws may be considered at any meeting of the Association, it shall be submitted to the executive director at least ten (10) days prior to the first day of such meeting. The executive director shall distribute copies of such resolution or amendment to all member agencies at least five (5) days prior to presentation at such meeting. This ten (10) day rule may be suspended at any meeting of the Association by consent of three-fourths (3/4) of the members present. Voting may then proceed as provided by Article X, Section 3.

Section 2. Conduct of Meetings. All meetings of the Association shall be conducted in accordance with the latest edition of Robert’s Rules of Order Newly Revised.