Rules of Conduct

NEW YORK WATER ENVIRONMENT ASSOCIATION, INC. METROPOLITAN CHAPTER RULES OF CONDUCT

As Revised 7/25/2016

Article I Name

Section I 1. This organization shall be known as the METROPOLITAN CHAPTER. The Metropolitan Chapter is a part of the NEW YORK WATER ENVIRONMENT ASSOCIATION, INC., herein referred to as the “Association”.

Section I 2. The New York Water Environment Association Metropolitan Chapter hereinafter designated as “The Chapter”, is subject to the Bylaws and directives of the Association, and derives its existence from the Association. The Chapter shall make all reports directed by the Association and shall conform to the Association’s Bylaws and policies.

Article II – Definitions

Section II-1. Terms used in these Rules of Conduct shall be as defined in Article 9 of the Association Bylaws.

Article III Objectives

Section III 1. The objectives of the Chapter shall be identical with those stated in the Bylaws of the Association. Specifically, these objectives are: The advancement of fundamental and practical, political, social, technical, legal and fiscal knowledge concerning the development and administration of effective water quality management programs. The advancement of fundamental and practical knowledge concerning the nature, collection, treatment, reclamation, minimization and disposal of domestic and industrial wastewaters from point and non-point sources. The advancement of knowledge concerning the planning, design, construction, operation and management of facilities for the collection, treatment and disposal of domestic and industrial wastewaters and residuals. The advancement of knowledge of the adverse impacts of non-point sources of pollution on water quality and methods to mitigate such adverse impacts. The advancement of knowledge concerning the source, fate and effect of pollutants in streams, rivers, lakes, estuaries, oceans and in the groundwaters through research, exchange of information and educational activities. The encouragement and support of research activities leading to the development of new knowledge and improved processes for improved water quality management. The encouragement of a friendly exchange of information and experience among its members, and other interested persons, by state and local meetings of its members, affiliation with the FEDERATION, and participation in the activities of the FEDERATION and the ASSOCIATION at the national, state and local level. Improvement in the professional qualifications and status of members engaged in the development and administration of water quality management programs at the national, state and local level, and members engaged in the design, management and operation of water quality management systems. The advancement of public knowledge and understanding of water quality management through appropriate public information and education activities. The support and encouragement of students in the study of water quality and related environmental issues. This may be done through the establishment of student chapters at colleges and universities, student awards, a scholarship program; and in addition, the promotion of educational programs at primary and secondary schools. To do any and all lawful acts and things which may be necessary, useful, suitable or proper for the furtherance and accomplishment or attainment of any or all of the purposes and powers of the ASSOCIATION. To do any other act or thing incidental to or connected with the foregoing purposes or in the advancement thereof, but not for the pecuniary profit or financial gain of its members, directors or officers.

Section III 2. The specific purpose of the Chapter shall be to bring together in closer association those identified with or those actively interested in water quality management including related environmental management programs in the Metropolitan area of New York and to provide them more frequent contacts than are afforded by meetings of the Association.

Article IV Membership

Section IV-1. Any Active member, Affiliate member, Corporate/Contractor member, Dual member, Honorary member, Life member, Professional Wastewater Operator (PWO) member, Utility member, Retired member Young Professional Member or Student member in good standing in the Association who is a resident of or employed in New York City is automatically qualified to be a member of the Chapter. Others may elect to be enrolled as members of the Chapter. All categories and rights and privileges of membership shall be as defined in Article 5 of the Association Bylaws.

Section IV 2. The right to vote on questions affecting change in Rules of Conduct or election of Directors, and Chapter Representative shall be restricted to the enrolled Active, Corporate/Contractor, Honorary, Life, Student, PWO, Retired, Utility and Affiliate membership.

Section IV-3. Water Environment Federation Honorary Members. Federation Life Members and representatives of Corporate/Contractor members and Utility members living or having their place of business within boundaries of the Chapter shall be granted all rights and privileges of Active members.

Article V- Organization

Section V-1. The management of the Chapter shall be vested in a Chapter Board of Directors consisting of fourteen members including the Chair, Vice Chair, Secretary Treasurer and Assistant Secretary Treasurer. Ten members of the Chapter Board of Directors shall be elected as stated in Sections V-3, V-4, V-5 and V 6. The remaining four board members shall be the Representative of the Operator’s Committee, the Representative of the Environmental Science Committee, the Representative of the University Committee and the Representative of the Young Professionals Committee. The Operator’s Committee Representative, the Environmental Science Committee Representative and the Young Professional Committee Representative shall be voted into office by the members of the respective committees.

Section V-2. It is the goal of the chapter to structure the Chapter Board of Directors as closely as possible to the following:

• One (1) member from a local University appointed by a majority vote of the Chapter Board of Directors for a term of 3 years.

• Three (3) members from the NYC Department of Environmental Protection and/or other City/State Government/Regulatory Agencies actively engaged in the planning, design, construction or operation of collection and/or treatment of water and wastewater.

• Three (3) members engaged in the practice of consulting engineering for water and wastewater collection and treatment systems • One (1) member actively employed as a water or wastewater equipment manufacturer representative.

• Three (3) members from the General Membership.

• One (1) member to represent the Young Professionals Committee.

• One (1) member to represent the Operator’s Committee. • One (1) member to represent the Environmental Science Committee.

Section V 3. A member of the Chapter entitled the Chapter Representative shall be elected as outlined in Article 6 of the Bylaws of the Association to represent the Chapter on the Board of Directors of the Association. This member will serve as liaison between the Chapter and the Association, and shall attend both Chapter and Association Board of Director meetings. The Chapter Representative serving on the Association Board of Directors shall also serve on the Chapter Board of Directors with full voting rights.

Section V-4. All Chapter Board members have full voting rights with the exception of the Chairperson who will vote only in the event of a tie. The immediate past Chair shall serve as an “ex-officio” member of the Chapter Board and will serve in a non-voting capacity.

Section V-5. The terms of members of the Chapter Board of Directors and the Chapter Representative shall be for three years with the exception of the Representative of the Young Professionals Committee whose term shall be for two years. No Chapter Board of Director member or Chapter Representative shall serve two full consecutive terms in office with the following exceptions: the Representative of the University Committee may be re-appointed to two consecutive terms; the term of the Representative of the Operator’s Committee may be extended at the discretion of the Chapter Board.

Section V-6. All officers, Chapter Board of Directors members and Chapter Representatives shall be Active, Corporate/Contractor, PWO, Utility, Honorary or Life members of the Association and Federation.

Section V-7. Election of the Chapter Board of Directors and the Chapter Representative shall be by written ballot or electronic means of the enrolled membership with votes tabulated prior to the annual business meeting.

Section V-8. Nominations for the Chapter Board of Directors and the Chapter Representative shall be made by: first, having the Secretary send to the entire membership within the Chapter a letter requesting expressions of interest to become a Chapter Board member; and, second having a Nominating Committee, appointed by the Chapter Board of Directors Chair, review these expressions of interest and develop a list of Nominations. Nominations shall be filed with the Secretary Treasurer at the September Chapter meeting prior to the annual business meeting for approval by the Chapter Board. Balloting of the general membership shall be completed prior to the annual business meeting. Prospective Chapter Representatives shall have previously served on the Chapter Board of Directors.

Section V-9. A quorum of the Chapter Board of Directors shall consist of a majority of its members.

Section V-10. A Director may resign at any time by giving written notice to the Chapter Board, the Chair or the Secretary Treasurer. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board and acceptance of the resignation shall not be necessary to make it effective.

Section V-11. Any of the Directors may be removed for cause by a majority vote of the entire Board.

Section V-12. Director vacancies caused by resignation, death or removal shall be filled by a majority vote of the Directors then in office. Nominations shall be submitted by the Directors then in office. The elected Director shall hold office for the un-expired term of the vacant position, and be eligible for the same or other Chapter Board position at the conclusion of the unexpired term.

Section V-13. Unless otherwise stipulated herein, the vote of a majority of the Directors present at the time of the vote if a quorum is present at such time shall be an act of the Chapter Board. Each Director present shall have one vote

Section V-14. The Chapter Chair is empowered to create such committees from time to time as may be required to advance the best interests of the Chapter and enable it to fulfill its objectives. The Chapter Board of Directors shall elect the Chair of each committee. The Secretary Treasurer shall maintain a current listing of committee chairs including responsibilities, and shall forward this list to the Association for information and use by the appropriate State committees in December. It is not necessary to be a Chapter Board member to be a committee Chair. The Chair for each Chapter Committee will, at the request of the Chapter Board and the approval of the appropriate State Committee, represent the Chapter as an active member of the associated State Committee.

Article VI Officers

Section VI 1. The officers shall be Chair, Vice Chair and Secretary Treasurer.

Section VI 2. The Chair and Vice Chair shall be designated by the Chapter Board of Directors from the members of the Chapter Board of Directors. The Chair and Vice Chair shall have served at least one year on the Chapter Board prior to election. Each term of office shall be for one year beginning at the close of the annual business meeting. The Chair and Vice Chair shall not serve more than two consecutive terms of office. It shall be the duty of the Chair as chief executive officer to preside at all meetings of the Chapter and of the Chapter Board; to establish committees as necessary and to be an ex officio member of all standing committees. It shall be the duty of the Vice Chair to attend Chapter Board of Directors meetings, prepare minutes thereof and to assist the Chair with duties as assigned and act in his capacity on occasion of the Chair’s absence.

Section VI 3. The Secretary Treasurer shall be appointed by a majority vote of the Chapter Board beginning at the close of the annual business meeting. The Secretary-Treasurer will be assisted in the duties of the Office by an Assistant Treasurer appointed by a majority vote of the Chapter Board. Any Director on the Board who has previously or is currently serving as Assistant Secretary-Treasurer shall be granted priority to fill a vacancy for the Secretary-Treasurer. The Secretary Treasurer shall attend all meetings of the Chapter Board and general membership, keeping records of all reports and minutes thereof and carrying out any necessary correspondence of the Chapter. The Secretary Treasurer shall also make all necessary disbursements, submit reports to the Association as required and submit to the Chapter Board and membership an annual financial statement.

Section VI 4. An officer may be impeached by two thirds vote of the Chapter Board if, the Chapter Board determines that officer’s policies, decisions or actions are detrimental to the aims and purpose of the Chapter; or if in its opinion, the officer is not fulfilling his or her duties.

Article VII Dues and Finances

Section VII 1. No dues shall be assessed at the Chapter Level. The ordinary expense of conducting the business of the Chapter shall be met by .proceeds from activities such as technical meetings, seminars and workshops held by the chapter and other sources of revenue deemed acceptable and in accordance with the mission of the NYWEA by the Chapter Board. In accordance with Article 9, Section 7 of the NYWEA Bylaws chapters are reimbursed by the Association based on net growth of members during a twelve month period.

Section VII 2. Persons must be members of this Chapter to receive notices of meetings. To receive mailings, membership in this Chapter can be either primary or secondary membership.

Section VII-3. The Chapter will follow the financial policies as outlined in the attached document titled, Chapter Financial Procedures.

Article VIII Meetings

Section VIII-1. The Chapter shall hold routine Chapter educational/training meetings for members which are consistent with the Association’s objectives and strategic plan.

Section VIII 2. Chapter meetings shall be held at least three times a year at such time and place as may be determined by the Chapter Board of Directors.

Section VIII 3. The annual business meeting of the Chapter Board of Directors shall be held in December. At that meeting, the Secretary Treasurer shall report the results of the balloting of new Chapter Directors, Chapter Representative and report the Chapter’s annual progress.

Section VIII 4. Regular meetings of the Chapter Board may be held at such time and place as it shall from time to time determine.

Section VIII 5. Notices of all meetings shall be sent out by the Chair, Vice-Chair, Secretary Treasurer or their designee. Section VIII-6. The Chapter shall endeavor to establish a member/non-member differential for Chapter meeting/event registration fees which is consistent with Association policy.

Article IX Reports to the Association

Section IX 1. A financial statement and an annual report of Chapter proceedings shall be submitted to the Executive Director as specified under Article 9 of the Association Bylaws. The annual report shall contain a plan for the coming year. Quarterly planning and progress reports including a financial statement shall also be submitted to the Association Executive Director ten (10) days before each meeting of the Association Board of Directors. Chapter bank account(s) activity statement(s) shall be submitted to the Association on a monthly basis.

Article X Administration

Section X 1. The fiscal year of the Chapter shall run from September 1 to August 31. The program year of the Chapter is based on the calendar year. Certain reporting shall be done by the Chapter to the Association as specified under Article 9 of the Association’s Bylaws.

Section X 2. The Chapter is an affirmative action/equal opportunity organization and does not discriminate on the basis of race, creed, color, sex, or national origin in matters of membership, election of officers and Board members or any appointive or elective office of the Chapter.

Article XI Amendments

Section XI 1. Proposed amendments to the Rules of Conduct must be approved by a two thirds vote of the Board. Amendments shall not become effective until approved by the Board of Directors of the Association.

Article XII Declaration

Section XII 1. These “Rules of Conduct”, when approved by the Association Board of Directors, shall immediately be in effect and shall supersede any and all previous Bylaws or Rules of Conduct of the Chapter.

Article XIII – Disposition of Assets upon Dissolution

Section XIII.1 Pursuant to the Articles of Incorporation and Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law (the “Code”), no part of the income or profits of the Chapter shall be paid, distributed or otherwise inure to the benefit or use of its directors or officers or other private persons except that the Chapter shall be authorized to pay compensation in reasonable amount to its directors, officers or employees for services rendered and to make payments and distributions in furtherance of its general corporate purposes including contributions and donations for charitable purposes. Upon dissolution of the Chapter, the assets of the Chapters shall not be distributed to its directors or officers or other private persons. In the event of such dissolution, the Board of Directors shall, after provision is made for the disposition of any property committed to charitable purposes as required by court order, transfer and convey the remaining assets to the Association.

Article XIV – Scholarships

Section XIV.1 – The Chapter Board of Directors shall be empowered to award scholarships to students attending college or graduate school in the City of New York whose course of studies meets the objectives of the Chapter as defined in Article III of these Rules of Conduct as interpreted by a majority vote of the Chapter Board. The number of scholarships, value, terms and solicitations shall be as determined annually by the Board at the annual business meeting. Scholarships shall generally be in conformance with but not duplicate the scholarship programs established by the Association. Monies for scholarships may either be solicited or taken from the Chapter funds at the discretion of the Chapter Board. The Chapter Board of Directors shall establish a committee to administer the scholarship program. The committee shall develop the scholarship application, administer the solicitation and recommend applicants for scholarship award to the Chapter Board. A majority vote of the Chapter Board shall be required to award a scholarship to the board.

Article XV – Chapter Hall of Fame

Section XV.1 – The Chapter Board of Directors shall be empowered to create and maintain the Metropolitan Chapter Hall of Fame at a location chosen by the Chapter Board. The purpose of the Hall of Fame shall be to honor those members of the Chapter that have made significant contributions to the Chapter, Association or the Water Environment in the Metropolitan New York Area. Further, any person inducted into the Hall of Fame shall have demonstrated support of the objectives of the Chapter as defined in Article III of these by-laws throughout that person’s career and meet the eligibility requirements described herein. The Chair of the Chapter will establish a Hall of Fame nominating committee as described in section V-15. A solicitation for nominations shall be mailed (to include electronic transmittal) to all members annually. Any member of the board may also make nominations. Nominations shall be presented to the Chapter Board of Directors at the Annual Business Meeting. A positive vote of two-thirds of the Chapter Board by secret ballot shall be required for a nominee to be admitted to the Hall of Fame. Inductees shall be presented to the Chapter at the annual holiday dinner.

Eligibility:

1. Member of the NYWEA.

2. Retired from full time employment in the industry for at least five years.

3. Recommended to and approved by the Met Chapter Nominating Committee.

Admittance:

1. Up to three members may be admitted in any calendar year.

2. Consideration should be given to all categories of membership (e.g. operator, consultant, municipal, vendor, academic.) Rotation among the categories should be considered (e.g. municipal one year, consultant the next, etc.)

3. Posthumous admittance is allowed.

4. A request for nominations must be placed in the “Met Net” or other appropriate means to members.

5. Admittance should take place during Water Week.

6. All plaques shall be of the same format and style (etched aluminum.)

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