Narragansett Water Pollution Control Association &n= bsp; = ; &n= bsp; = ; &n= bsp; nwpca@rinwpca.org

= &nb= sp; = &nb= sp; = &nb= sp; = &nb= sp; = &nb= sp; = &nb= sp; = &nb= sp; P.O. Box 8805

Cranston, RI 02920

Constitu= tion

&nb= sp;

Article = I

Name

Section 1.&nb= sp; The name of this Association shall be the Narragansett Water Pollution Control Association, Inc., hereinafter designated as the Association.

Article = II

Objectives

Section 1. = ; The objectives of this Association shall be:

a. = To promote the advancement of knowledge concerning the nature, collection, treatment, and disposal of domestic and industrial wastewaters;=

b. = To promote the friendly exchange of information and experience of mutual interest among its members and other interested persons;<= /span>

c. = To promote the improvement in the status of personnel engaged in the collection and treatment of wastewater; and

d. = The promotion of good public relations and sound legislation relati= ng to the collection and treatment of wastewater.

Article = III

Membersh= ips

Section 1.&nb= sp; The membership of this Association shall consist of Active Members, Corporate Members, and Life and Honorary Members.

Section 2.&nb= sp; An ACTIVE MEMBER shall be any person who pays dues and is actively engaged in = any phase of the collection, treatment, or disposal of domestic or industrial waste, or involved in water pollution control.

Section 3.&nb= sp; A CORPORATE MEMBER shall be any firm, board, agency, or corporation intereste= d in the objectives of this Association and shall be entitled to three (3) representatives. These representatives may be chang= ed at the convenience of the corporate member upon written notice to the Secretar= y of the Association

Section 4.&nb= sp; Life members shall be members in good standing for a minimum of 10 years and who have retired from active work in the field of water pollution control. Members who have paid dues for l= ess than 10 years may be elected life members by unanimous vote of the Board of Directors.

Section 5. = ; Honorary membership to be given to persons this Association wishes to honor,

Article = IV

Officers=

Section 1.&nb= sp; Elected Officers of the Association shall be President, Vice President, Secretary, Treasurer, and four (4) members to serve on the Board of Directors.

Section 1A.&n= bsp; All must be members of the Association in good standing. The Board of Directors shall consi= st of eleven (11) members. These members shall be elected dur= ing general elections with the exception of Certification Board Designee who is appointed by the Governor. The President, Vice President, Secretary, Treasurer, Certification Board Design= ee, and NEWEA State Director, and immediate past President shall be ex officio members of the Board of Directors.

Section 2. Dismissal of Officers: Any officer abse= nt from two (2) consecutive regular and/or executive board meetings or for just cause may be removed from office. An opportunity for redress of dismissal shall be afforded to the removed offic= er.

Article V

Duties of Association Officers

Section 1. President: Shall be executive officer of the Association and shall preside over all meetings of the Association. He/she shall be Chairman of the Bo= ard of Directors. He/she shall be a = member of all standing committees. H= e/she shall represent the Association at public affairs, and at functions of other organizations. He/she shall p= erform other duties that pertain to the office of President. He/she shall have a term of office= of one (1) year starting on Janua= ry 1^st of the year following the December election, and ending December 31^{st<=
/sup>. He/she shall be eligible for no mo=
re
than three (3) consecutive terms.}

Section 2. Vice President: Shall report directly to the Presi= dent. Shall represent the President of t= he Association and preside over all meetings during the President’s absence. Shall oversee all st= anding and special committees. Term = of office same as the President.

Section 3. Secretary: Shall be responsible for maintaini= ng the Association charter. Shall ke= ep in books or files a properly prepared copy of the Constitution and By-Laws and= any amendments thereto. Shall be = responsible for recording all proceedings of each meeting of the Association and Board = of Directors. He/she shall attes= t by his signature all official actions of the Association. He/she shall be required to make a report to the members of the Association at all regular meetings and at such times as the President or Board of Directors request.

Section 4. Treasurer: Shall collect all funds due to the Association and shall deposit same in the official depositories and shall disperse same on order from the Board of Directors of any other authorized auditor. Disbursement of chec= k of the Association will reflect the signature of the Treasurer. He/she shall be required to make a report to the members of the Association at all regular meetings and at such times as the President or Board of Directors request.

Section 5. Certification Board Designee: Shall represent the Association at = all Rhode Island Certification Board meetings.= Shall report directly to the President. Shall file/read a report at every regular meeting on matters pertaining to this position. Shall file all reports with the Se= cretary. Term of office shall be as set for= th by law (Chapter 282, Section 42-17.4-1), an Act relating to the Certification = of Wastewater Treatment Facility Operators.

= Q= ualifications and Selection Process of Nominees

a. = Applicants for this po= sition shall be an Active member in good standing for a minimum of 5 years.

b. Applicants shall submi= t a resume to the Board of Directors for evaluation no later than 60 days prior= to date of appointment.

c. = The Board of Directors= may select 3 nominees deemed most qualified, and these nominees names a= nd resumes will be submitted to the Governor for selection.<= /p>

Dismissal

a. = Certification Board Designees shall be subject to dismissal for good cause by majority vote of the Board of Directors or by petition of 20% of t= he Active membership at a regularly scheduled meeting or special meeting.=

b. = The Certification Board Designee shall be notified by the President= of impending dismissal action within 10 days of the initiation of the dismissal action so that the Certification Board Designee shall be able to respond in defense of this dismissal action.

c. = Upon affirmative dismissal action the President shall send a letter= to the Governor requesting removal of this member, documenting just cause.

Section 6. A Nominating Committee Chairperson shall be appointed by the President no lat= er than April 1^st.

= A minimum of three (3) members will be appointed by the Nominating Committee Chairperson to serve on the Nominating Committee.

Section 7. The Nominating Committee shall nominate at least one member for each of= the following offices: President,= Vice President, Secretary, Treasurer, and at least two (2) members of the Board of Directors. The names shall be presented at the November meeting and posted no later than fifteen (15) days prior to the Election Meeting.

= A= ll members present at the Election Meeting and eligible to vote shall be given= an opportunity to nominate candidates for any specific office from the floor.<= o:p>

Section 8. &nbs= p; Whenever a vacancy shall occur on the Board of Directors or in an elected office, su= ch vacancy for the unexpired term, shall be filled by vote of the members at t= he next regular meeting with nominations to be made from the floor. (WHENEVER = THE NEXT REGULAR MEETING IS GREATER THAN ONE (1) MONTH AWAY FROM THE DATE OF INITIAL VACANCY, THE EXECUTIVE BOARD, BY MAJORITY VOTE, MAY AUTHORIZE THE PRESIDENT TO APPOINT A MEMBER TO FILL THE VACANCY FOR THE UNEXPIRED TERM.)<= span style=3D'mso-spacerun:yes'> The filling of an unexpired term s= hall be counted as the holding of office for two (2) consecutive terms.

Section 9. Special elections may be held for any vacancy in office at any meeting following such vacancy to fill int= erim offices, with prior notification.

Article VI<= /span>

Nomination & Elect= ion of Officers

Section 1. The election of officers shall be at the Election Meeting of each year.

Section 2. Voting may be by ballot and only members in good standing present may vote.

Section 3. For the office of President, Vice President, Secretary, Treasurer, a clear majo= rity of those voting shall be required to elect. In case of less than a majority fo= r a nominee, a runoff election shall be conducted between the two (2) highest nominees. If a runoff electio= n is required, those present will elect.

Section 4. A maximum of three (3) nominees will be accepted for each of the two (2) Boar= d of Directors positions to be voted on. Two (2) members of the Board of Directors will be elected yearly. The first year of acceptance, two = (2) new members will be elected, for 2 year terms. Thereafter the Directors shall be elected for a period of two years, electing two (2) and two (2) on alternate years.

Section 5.&nb= sp; All nominees must be present for the elections. Acceptable excuses will be conside= red by the Board of Directors. In the event a nominee knows he/she is unable to attend, a letter of intent should= be submitted to the Board of Directors prior to the election.

Article VII=

Committees<= span style=3D'font-size:12.0pt;mso-bidi-font-size:10.0pt'>

Section 1. The President shall appoint all standing committee chairpersons as needed .

Section 2. There shall be the following standing committees:

a. = Membership

b. = Public Relations

c. = Entertainment

d. = Operator Training

Section 3.&nb= sp; Each standing committee shall consist of as many members as the committee chair persons may direct. Each shall serve at the pleasure of the chairperson.&= nbsp; Each committee chairperson shall be responsible to the President and= the Board of Directors and shall make reports as they may direct.

Section 4.&nb= sp; Special committees will be appointed by the President, and they shall perform such duties as may be defined in their creation. The chairperson of all special committees must be an active member of the Association.

Article VIII

Duties of Standing Committees and Responsibility Limits

Section 1. Membership Committee:<= /span>

a. = Shall be responsible f= or soliciting members in accordance with the By-Laws.

b. May assist the Treasur= er collect dues, maintain a roster of all members such as active corporate, li= fe and honorary and issue membership cards accordingly.

Section 2. = ; Entertainment Committee:

&= nbsp; &nbs= p; This committee shall arrange programs for meetings and affairs, cooperating with other committees to the end of diversifying the program for the good and welfare of the Association. A tentative program for the year shall be made known as soon as possible afte= r the appointment of committee chairperson.

Section 3. = ; Public Relations Committee:<= /o:p>

&= nbsp; &nbs= p; Shall be responsible for promoting an active interest in the Association and shall promote all functions that may be held by this Association. Shall assist all committee chairpe= rsons in assuring that all members of the Association are kept abreast of all Association activities, by coordinating fliers and newsletters.

Section 4. Operator Training Committee:=

&= nbsp; &nbs= p; Shall be responsible for the planning and implementation of training programs to further educate wastewater operators within the Association. Shall schedule, promote and direct= each training session. Shall submi= t all training programs to the Board of Directors for approval and comments at le= ast thirty (30) days before the program is scheduled.

Article IX<= /span>

Meetings

Section 1. Regular meetings of the active membership shall be held. Time and place of the meet= ing will be posted prior to each meeting.

= <= o:p>

&= nbsp; &nbs= p; In the event the regularly scheduled meeting is postponed by a majority vote of the Board of Directors due to an emergency, the meeting will be rescheduled= .

Section 2. A special meeting of the membership may be called by the President or = a m= ajority of the Board of Directors= . Notice of such special meeting sha= ll be posted prior to the meeting.

Section 3. The last meeting of the calendar year, the December meeting, may be designated the Elec= tion Meeting.

Section 4. Five plus one percent of the Active membership, three of whom must be an officer, shall constitute a quorum for the transaction of business.

Article X

Finance

Section 1. The fiscal year of the Association shall begin on the first day of January. All records, accounts, and books of the Association Secretary and Treasurer may at anytime be audited by the Board of Directors. A minimum of one audit to be perfo= rmed every year.

Section 2. The Board of Directors shall determine the official depository.

Section 3. The Treasurer shall not make any payment other than by check.=

Section 4. This Association shall not loan funds to any member and/or company or individual= .

Section 5. Standing annual donations of the Association shall be determined and approved by the Board of Directors.

= <= o:p>

Article XI<= /span>

Affiliations

Section 1.        This Association shall at all times be kept free and independent and shall not be incorporated into or merged with any other group.

Article XII=

Amendments<= span style=3D'font-size:12.0pt;mso-bidi-font-size:10.0pt'>

Section 1.        Proposed amendments to the Constitution shall be signed by five (5) Active Members a= nd submitted to the Board of Directors at least thirty (30) days prior to the meeting at which the amendments are to be acted upon. A two-thirds (2/3) vote of ballots= cast in the affirmative shall result in adoption.

Section 2.&nb= sp;       Anything not provided for in this Constitution or By-Laws shall be decided by the President with the approval of the majo= rity of the Board of Directors

<= /p>
Section 3.&nb= sp;       A copy of the Constitution, and Amendments, if any, as well as the By-Laws, s= hall be in the custody of the Secretary at every meeting for the information of = the members.

By-LAWS<= o:p>

&nb= sp;

&nb= sp;

Article = I

Dues

Section 1.       = ; The annual dues for Active Membership shall be $20.00.

Section 2.       = ; The annual dues for Corporate Membership shall be $50.00

Section 3.        The annual dues for all classes of membership shall become payable at the begin= ning of the Association year on Jan= uary 1^st.

Section 4.&nb= sp;       Annual dues for active and corporate membership will be decided by majority vote of the Board of Directors of the Association.

Article = II

Order of Business

Section 1.       = ; The order of business shall be:

a.      =              President calls the meeting to order.

b.      =             Reading of the minutes of the last meeting.

c.      =              Secretary’s Report.

d.      =             Treasurer’s Report.

e.      =              Correspondence.

f.      =              Reports of Officers.

g.      =             Reports of Standing Committees

h.      =             Reports of Special Committees.

i.      =             &nb= sp; Unfinished Business.

j.      =             &nb= sp; New Business.

k.      =             Election of Officers.

l.      =             &nb= sp; Program.

m.      =           Adjournment.

Section 2.&nb= sp;       In case of dispute as to the order or debate “Roberts Rules of OrderR= 21; shall govern. All reports of = value, of officers and committees, shall be filed with the Secretary.

Article = III

Amendmen= ts

Section 1.&nb= sp;       These By-Laws can be amended by a majority vote of the Board of Directors.

Article IV

Awards

Section 1.&nb= sp;       At each Annual Awards Meeting the Association may present a Certificate of Mer= it or similarly designated Award, to an Active Member, who, in the judgment of= the Board of Directors is deserving of recognition for service to the Associati= on or in the field of Water Pollution Control.

Section 2.&nb= sp;       The Board of Directors may present such other Certificates of Merit, or similar= ly designated Awards, to any person, association, or company, who, in the judg= ment of the Board of Directors are deserving of recognition for service to the Association or in the field of Water Pollution Control.

Section 3.&nb= sp;       The recipients of any and all other Awards as may be offered by the Association will be determined by the Board of Directors.