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DOCUMENTS
BY-LAWS
I. NAME
The name of the organization shall be the National Institutes for Water Resources,
Inc. (NIWR).
II. PURPOSE
The National Institutes for Water Resources, Inc. shall provide representation
for the State Water Research Institutes and Centers in collective activities
to implement the provisions of the Water Resources Research Act of 1984 (Public
Law 98-242) and subsequent federal legislation which amends or supersedes this
Act; and shall facilitate, as appropriate, the response of its membership to
other mutual concerns and interests in water resources.
To achieve these purposes, NIWR's functions shall include, but not be limited
to, the following activities:
A. Provide a mechanism for the exchange of information and a forum for the
discussion of topics of mutual concern among the membership.
B. Express the opinions of the membership on water-related issues of national
or regional concern.
C. Facilitate consultation and collaboration between NIWR's membership and
federal, state and local water-related agencies; water user associations; industrial
water users; and others involved in planning, programming, financing, implementing,
coordinating or conducting water resources activities.
D. Advise and assist the U.S. Geological Survey in the U.S. Department of
the Interior in planning, programming, financing, implementing, coordinating
or conducting water-related research; in identifying needed state, regional and
national water-related research; and in disseminating information and transferring
water-related technology.
E. Notwithstanding any other provisions of these By-laws, the corporation
is organized exclusively for one or more of the purposes as specified in 501(c)4
of the Internal Revenue Code of 1954, and shall not carry on any activities not
permitted to be carried on by a corporation exempt from Federal income tax under
IRC 501(c)4 or corresponding provisions of any subsequent tax laws.
F. No part of the net earnings of the corporation shall inure to the benefit
of any member, trustee, director, officer of the corporation or any private individual
(except that reasonable compensation may be paid for services rendered to or
for the corporation), and no member, trustee, director, officer of the corporation
or any private individual shall be entitled to share in the distribution of any
of the corporate assets on dissolution of the corporation.
G. No substantial part of the activities of the corporation shall be to carry
on propaganda or otherwise attempt to influence legislation (except as otherwise
provided by IRC 501(h), or participate in, or intervene in (including the publication
or distribution of statements) any political campaign on behalf of any candidates
for public office.
H. In any taxable year in which the corporation is a private foundation as
described in IRC 509(a), the corporation shall distribute its income for said
period at such time and manner as not to subject it to tax under IRC 4942, and
the corporation shall not: (a) engage in any act or self-dealing as defined in
IRC 4941(d); retain any excess business holdings as defined in IRC 4943(c); (b)
make any investments in such manner as to subject a corporation to tax under
IRC 4944; or make any taxable expenditures as defined in IRC 4945(d) or corresponding
provisions of any subsequent Federal tax laws.
III. MEMBERSHIP
Membership in NIWR shall be limited to the Directors of the state Water Research
Institutes and Centers pursuant to Public Law 98-242 or their duly authorized
representative.
IV. ORGANIZATION
A. Regional Associations
- The Director or a duly authorized representative of each State Water Research
Institute or Center shall also be eligible for membership in one of eight regional
associations of NIWR, designated as follows:
a. Pacific Northwest Region
b. Colorado-Great Basin Region
c. Missouri River Region
d. Great Lakes-Upper Mississippi-Ohio River Region
e. New England Region
f. Middle Atlantic Region
g. Oceania and Islands Region
h. South Atlantic-Gulf Region
- Each regional association shall elect one of the directors of an institute
within the region to serve a three-year term as a representative to the Board
of Directors of NIWR. The representative from a regional association may be re-elected
to a second three-year term of office.
- The election of the representative to the Board of Directors shall be
made prior to the annual NIWR meeting.
- Assistant Chief Hydrologist for Research and External Coordination in
the U.S. Geological Survey, or a duly appointed designee, may be invited to participate
in regional association meetings with non-voting privileges.
- Nothing in these By-laws shall be interpreted so as to prevent the formation
of other associations of the State Water Research Institutes and Centers for
other purposes, except that these other associations may not represent themselves
as regional associations of NIWR.
- Members may petition the Board of Directors to change their membership
to another regional association.
B. Board of Directors
- The Board of Directors will be composed of the eight representatives elected
by the regional associations. The representatives shall be elected for a three-year
term which will begin at the close of an annual NIWR meeting. Vacated offices
shall be filled by election for the unexpired portion of the term by the regional
association.
- In order to provide continuity to the Board of Directors, the Board of
Directors shall, at its first meeting after the adoption of these By-laws, set
the initial terms of office for the representatives elected by the regional associations.
Thereafter, the regional associations shall elect representatives to the Board
of Directors every third year to maintain their membership on the Board of Directors.
- The Assistant Chief Hydrologist for Research and External Coordination
in the U.S. Geological Survey, or a duly appointed designee, may be invited to
participate in Board of Directors meetings with non-voting privileges.
- The Board of Directors shall review the distribution of membership among
the regional associations and shall have authority to approve transfers of state
institutes from one association to another.
C. Executive Committee
- The Executive Committee of NIWR shall consist of a President, a President-elect,
a Past-President and a Secretary.
- The President-elect shall be elected by the membership of the organization
by simple plurality vote on a secret ballot at the NIWR annual business meeting
and shall assume office, as President-elect, on October 1 of the year of the
election. The Board of Directors as a whole shall meet and act as a nominating
committee for the position of President-elect and shall prepare a slate of one
or more nominees to be circulated to the membership at least 30 days prior to
the annual meeting. All members of the organization shall be eligible for nomination
as President-elect. Nominations for President-elect will be accepted from the
floor at the business meeting.
- If the person elected as President-elect is a member of the Board of Directors,
he/she shall resign immediately as regional representative, and that regional
association shall elect a new representative to fill the unexpired portion of
the three-year term.
- The President-elect shall become the President of the Board of Directors
in the year after his/her election to President-elect, except that the Board
of Directors may by an affirmative vote of three-quarters of its membership,
re-elect the standing President to serve one additional year (for a maximum of
two years). In that event, the President-elect shall remain in office for an
additional year.
- If the position of President becomes vacant, the President-elect shall
automatically succeed to the position of President, completing the remaining
term of the former president plus the full term for which this President-elect
was originally elected. The position of President-elect shall remain vacant until
the next regular election.
- If the position of President-elect becomes vacant, or if the President-elect
is unable to assume the office of President as specified in Section IV.C.4, separate
elections for the positions of President and President-elect shall be held at
the annual meeting under conditions described in Section IV.C.2, except that
a separate election for President may not be necessary if the Board of Directors
votes by three-quarters majority to retain the incumbent President for a second
year in office.
- If for any reason both the position of President and President-elect become
vacant, the Board of Directors will appoint a President pro tempore who will
serve as President until elections can be held at the next annual meeting pursuant
to Section IV.C.2 and Section IV.C.6.
- The Secretary shall be elected by the Board of Directors from the general
membership at the first meeting of the Board of Directors after the NIWR annual
meeting. The Secretary may be re-elected for subsequent terms of office.
- The Treasurer shall be selected by the Board of Directors. The Treasurer
need not be a member of the organization. The Treasurer will have non-voting
privileges unless granted them by virtue of simultaneous service in a position
carrying voting privileges.
- The President shall automatically become Past-President for the duration
of tenure of the succeeding President.
- All members of the Executive Committee shall become or remain voting
members of the Board of Directors by virtue of their office.
V. DUTIES AND RESPONSIBILITIES
A. The duties and responsibilities of the President shall be:
- To preside over all NIWR, Board of Directors and Executive Committee meetings.
- To make arrangements, prepare an agenda and conduct all NIWR business
meetings and Board of Directors meetings with the assistance of the Executive
Committee.
- To establish and maintain close liaison with the Director and staff of
the U.S. Geological Survey.
- To establish and maintain liaison with members and agencies of the Executive
Branch of the federal government whose responsibilities are pertinent to the
Institute program.
- To establish and maintain liaison with those members of the Legislative
Branch of the federal government whose responsibilities are pertinent to the
Institute program.
- To establish and maintain liaison with the National Association of State
Universities and Land Grant Colleges (NASULGC).
- To represent NIWR on national advisory committees, as recommended by the
Council.
B. The duties and responsibilities of the President-elect shall be:
- To assist in carrying out the duties and responsibilities of the President.
- To serve on the Executive Committee of NIWR.
- To make arrangements for and prepare the program for the annual meeting.
C. The duties and responsibilities of the Past-President shall be:
- To assist in carrying out the duties and responsibilities of the President,
especially in regard to preparation of testimony and liaison with Congress and
federal agencies with jurisdictional responsibility for the Water Institute Program.
- To serve on the Executive Committee of NIWR.
D. The duties and responsibilities of the Secretary shall be:
- To notify the membership at least 30 days in advance of all scheduled NIWR
meetings; and to notify the representatives at least 7 days in advance of any
Board of Directors meetings.
- To record the minutes of all NIWR and Board of Directors meetings and
to distribute them to the membership in a timely manner.
- To serve on the Executive Committee of NIWR.
E. The duties and responsibilities of the Treasurer shall be:
- To prepare and administer the annual budget for NIWR at the direction of
the Board of Directors.
- To receive and disburse all monies due or owed by NIWR.
- To provide up-to-date reports of the financial status of NIWR to the meetings
of the Board of Directors and the Annual Meeting.
F. The duties and responsibilities of the Executive Committee of NIWR shall
be:
- To establish the time and place of all NIWR and Board of Directors meetings.
- To act for the Board of Directors between meetings in all matters of business
except for matters of policy.
- To act for NIWR between meetings in matters of policy as directed by the
Board of Directors.
- To assist the President in the preparation of the agenda for all NIWR
and Board of Directors meetings.
G. The duties and responsibilities of the members of the Board of Directors
of NIWR shall be:
- To transmit information from the Board of Directors to the other members
of their regional associations.
- To solicit the opinions of the members of their regional association on
water-related issues of national or regional concern, and to transmit those opinions
to the Board of Directors.
- To transmit recommendations concerning planning, programming, financing,
implementing, coordinating and conducting water resources research from their
regional associations to the Board of Directors.
- To transmit recommendations concerning the identification of needed regional
and national water-related research, the dissemination of information and the
transference of water-related technology of the Board of Directors.
- The Board of Directors as a whole shall have the responsibility to establish
the policies of NIWR on all matters of mutual interest and concern to the membership
of NIWR, following consultation with their regional associations.
VI. MEETINGS
A. At least once each calendar year the Executive Committee shall call a meeting
of the general membership of NIWR to be known as the annual NIWR meeting. Other
meetings of the general membership of NIWR may be called by the Executive Committee
with the consent of the Board of Directors. If practical, these meetings should
be held in conjunction with other national meetings which normally are attended
by a majority of the NIWR membership.
B. The Board of Directors shall meet at least once each calendar year immediately
following the annual NIWR meeting. This meeting, the first meeting of the Board
of Directors, shall include as an agenda item the election of the Executive Committee
of the board of Directors. Other meetings of the Board of Directors may be called
by the President.
C. A majority of the voting membership shall constitute a quorum for all
NIWR meetings and Board of Directors meetings.
D. A simple majority of the members present and voting at all NIWR and Board
of Directors meetings shall be required for the passage of all items of business
unless otherwise specified in these Articles.
VII. COMMITTEES
A. The Board of Directors shall establish such Standing Committees as are
needed to meet the purposes of NIWR. Members of these Standing Committees shall
be appointed by and are to serve at the pleasure of the Board of Directors.
B. Special committees may be appointed by the President or the Executive
Committee with the approval of the Board of Directors. Special Committees will
be appointed for a period of one year, but can be continued if necessary.
C. The Board of Directors and the President may appoint both members and
non-members of NIWR to Standing and Special Committees, respectively.
VIII. FINANCIAL
A. Expenses for NIWR may be assessed by annual membership dues and/or by a
registration fee for the annual meeting from each Water Research Institute or
Center, as established by the Board of Directors, subject to approval by the
membership. The Board of Directors may suspend the voting privileges of any member
Institute for failing to meet this assessment in a timely manner.
B. An annual budget report will be developed by the Treasurer, approved by
the Board of Directors, and presented to the membership at the annual NIWR meeting.
C. In the event of dissolution, all of the remaining assets and property
of the corporation shall, after necessary expenses thereof, be distributed to
another organization exempt under IRC 501(c)4, or corresponding provisions of
any subsequent Federal tax laws, or to any Federal government, or state or local
government for public purposes, or, if possible, to any similar Federal or state
water research institute or institutes having as nearly similar purposes to that
of this corporation.
IX. PARLIAMENTARY AUTHORITY
The rules contained in the most recent edition of Robert's Rules of Order
shall govern the organization and all of its organs in all cases to which they
are applicable and in which they are not inconsistent with the provisions of
these By-laws.
X. AMENDMENTS
Amendments to the By-laws may be approved at the annual NIWR meeting by the
membership. Passage of amendments must be approved by at least two-thirds of
the voting members at that meeting and at which there is a quorum. Proposed amendments
must be circulated to the membership thirty days prior to the annual NIWR meeting.
Alternatively, amendments to the By-laws may be approved by the membership by
a mail or facsimile ballot at any time. Passage of amendments proposed by mail
or facsimile must be approved by at least two-thirds of the membership. Notwithstanding
the foregoing, this provision shall not allow the By-laws of the organization
to be amended in any way so as to result in the revocation of the non-profit
status which the corporation has pursuant to the provisions of the Internal Revenue
Code.
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