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WEF Constitution & Bylaws Amendment
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NOTICE TO: Water Environment Federation (WEF) Membership
  WEF MA Secretaries
   
FROM: WEF Board of Trustees
   
RE: WEF Constitution & Bylaws – Proposed Modifications

Article 10.2.1 of the WEF Constitution & Bylaws requires that amendments to the Constitution & Bylaws be approved by the WEF membership, with 5% of the membership representing a voting quorum (Article 8.5.3).   

The WEF Board of Trustees is pleased to present the following proposed modifications to the Constitution & Bylaws (C&B). These changes are intended to clarify roles and processes, help WEF be flexible and responsive to member needs, and enable us to meet the Critical Objectives of our Strategic Plan.

These modifications have been a collaborative effort, with review and input from the C&B Committee, House of Delegates Steering Committee, the Committee Leadership Council, and the Board Governance Committee.

We request your support of these changes that will foster greater engagement with our membership, maintain our strategic focus, and place WEF on a successful path to serve the water sector of the future. Your vote is important! We ask that you encourage members to vote in support of these changes as well.

Please read the summary of the proposed modifications, review the complete set of changes proposed to the Constitution & Bylaws, then cast your vote below.

If you have any questions about the proposed changes, please contact Kelsey Hurst at khurst@wef.org. We will ensure that you receive a quick response.

Thank you for your participation.

Click here to view the redline of the current Constitution & Bylaws.



Proposed Modifications

C&B Articles Affected

GENERAL

Naming Revision
Propose changing the name of the document from “Constitution and Bylaws” to “Bylaws”. Recommended by WEF’s legal counsel because, as an incorporated entity, WEF has Articles of Incorporation, which serves the same purpose as a “Constitution” serves an unincorporated entity.

Title

Deletion of Redundant Information
Propose Removing redundant language from the bylaws that is present in the Articles of Incorporation.

Throughout document

Streamlining
Propose moving detailed provisions that expanded on Bylaws provision into the Board of Trustees (Board), House of Delegates (HOD) and Committee Leadership Council (CLC) Policies.

Throughout document

SECTION 1 - NAME

No changes

SECTION 2 - PURPOSE

Proposed change to include only a purpose statement in the Bylaws, deleting the definitions of the Mission, Vision, and Strategic Plan as these statements are updated more frequently than the Bylaws. Shortened title to “Purpose”.

Sections 2.1-2.3 (Now 2.0)

SECTION 3 – BOARD OF TRUSTEES

Board Composition
The proposed change clarifies that the Board consists of a maximum of 15 members, including the officers, and that the members of the Board are known as “Trustees”.

3.2 (Now 3.1)

Secretary
The proposed change simplifies the language regarding the Executive Director serving on the Board as its Secretary, ex-officio without vote.

Duties
• Propose that Section 3.5.3 (now 3.3.3) be simplified to state that the Board sets the dues for WEF membership.
• Section 3.5.4 (now 3.3.4) be simplified to provide that the Board is authorized to approve the annual budget (“expenditure of funds”) for WEF.
• Section 3.5.6 (now 3.3.5) is proposed to be broadened to refer to the Board’s power to create and dissolve WEF committees, task forces and standing Programs, and to provide general direction to these committees (except for the House of Delegates).
• Regarding oversight of the Executive Director in Section 3.5.9 (now 3.3.7), propose revising language was revised to include establishing the contract for the Executive Director, with detailed Sections 3.5.9.1, 3.5.9.2 and 3.5.9.3 recommended for deletion.

3.5 (Now 3.3); 3.5.3 (Now 3.3.3); 3.5.4 (Now 3.3.4); 3.5.6 (Now 3.3.5); 3.5.9 (Now 3.3.7); and 3.5.9.1, 3.5.9.2, 3.5.9.3.

Nomination and Election of Trustees and Officers
Proposed change would clarify the language without substantive change to the procedures. Provision regarding President not being eligible for re-election (3.6.4) was deleted as unnecessary because similar language regarding the restriction on the President’s term is found in Section 3.6.1.

3.6 (Now 3.4)

Officer Authority
Proposed change to describe the roles of Officers in new Section 3.5.

Now 3.5

Terms
Proposed that language regarding succession and terms be clarified without substantive change, except that the term of Treasurer is proposed to be extended from 2 to 3 years. It is proposed that Section 3.7.4 (Now 3.6.4) regarding the terms of Trustees be clarified, with the addition that non-officer Trustees added to the Board may have terms stipulated by the Board in its policies.

Now 3.6

Removal from the Board
Proposed change would consolidate all provisions and references to the removal of Trustees and Officers into a single provision. No change to the actual procedures.

3.7.5 and 6 (Now 3.7) and 8.5.1 (Now 3.7.3)

Officer Vacancies
Proposed change would handle officer vacancies not otherwise handled by the succession provisions in Section 3.6 handled by WEF Board policies.

See 3.6.1 and 3.6.2. See also Board Nomination Policy

Board Meetings
Proposed change would move provisions regarding how Board meetings are managed from prior Section 8 to new Section 3.8. This change will improve flow by including all provisions regarding Board makeup and operations to Section 3.

8.2 and 8.5.1 (Now 3.8)

Board Committees
• Proposed change revises references to committees to include “task forces”. This proposed changes also allows the President to appoint committee membership and removed the requirement that the full Board approve committee members. This change will avoid delay in making these appointments between the President’s election, and the first Board meeting, and shows confidence in the President.
• House safeguards on committee membership are in place to ensure adequate representation from the House.

3.8 (Now 3.9)

Finance Committee
Proposed change would require that the Finance Committee be expanded to include 2 House of Delegates members. This change is to ensure that the House is better appraised of the budget report and has a better understanding of the ongoing finances.

3.8.3.2 (Now 3.9.2.2)

Governance Committee
The proposed change simplifies the language regarding the committee membership to include three Trustees, including at least two non-Officer trustees. In addition, the language relating to the Nominating and Bylaws subcommittees of the Governance Committee is proposed to be simplified without change in intent.

3.8.4 (Now 3.9.2.3)

WEFTEC Advisory Committee
Proposed change simplifies and broadens language regarding its purpose and membership to state, “The WEFTEC Advisory Committee shall have adequate representation from the Board, Staff, House and CLC.”

3.8.5 (Now 3.9.2.4)

SECTION 4 - HOUSE OF DELEGATES

House of Delegates
• Proposed change removes references to the Constitution and clarifies language in Sections 4.1 and 4.2 without substantive change.
• Detailed procedures previously included in Sections 4.4.1, 4.4.3, 4.5.2, 8.5.4 and 8.5.5 regarding minimum number of Delegates, additional Delegates for MAs, and Delegates-at-Large, all be moved to House Policies.
• Language on staggered terms be moved to the House Policies and out of the Bylaws.
• Proposed that language regarding Speaker of the House be deleted, relying instead on current House Policy.

4.3.1 (Now 4.2); 4.4.1, 4.4.3, 4.5.2, 8.5.4, 8.5.5. See also House Policy 8.0.

House of Delegates Terms of Office
Proposed change would keep the term limit of three years for Delegates in new Section 4.3, while moving additional language previously found in Section 4.5.1 to the House Policy.

4.5.1 (Now 4.3). Also see House Policy 8.0

Duties of the House
• Proposed change simplifies language in New Sections 4.4.1 and 4.4.2 (previously 4.6.1 and 4.6.2);
• In New Sections 4.4.4 and 4.4.5 that the House duties relating to the election of WEF Officers and nominations received from the Board, and the removal of Trustees, be clarified.

4.6.4-4.6.7 (New 4.4.4-4.7)

Meetings of the House
• Proposed change adds provisions regarding meetings of the House to new Section 4.5.
• Moved definition of quorum to new Section 4.5 and revised the definition of a quorum (previously 10%) to the majority. It was critical to revise the quorum to a majority for two reasons: 1) Proposed Bylaws changes now include that the House votes on the amendments of these Bylaws and felt that the House represents WEF members; and 2) Removal of Trustees requires a quorum, meaning that only 10 to 15 Delegates were needed to vote on this critical matter. A majority quorum is also consistent with Roberts Rules and the Board quorum.
• Moved House voting specifics like using conference telephones to current House Policy.

8.3 (Now 4.5); 8.5.2 (Now 4.52); 8.5.4, 8.5.5

SECTION 5 – COMMITTEE LEADERHIP COUNCIL

Committee Leadership Council
Proposed change would add details of the purpose and composition of the bodies.

5.1, 5.2, 5.3 (Now 5.1 & 5.2)

CLC Provisions Moved to Policies
Proposed change would move descriptions of CoP Directors, terms of office and standing/special committees to CLC Procedures (Committee Manual). Information on standing/special committees was redundant with Section 3.

5.4, 5.6.1, 5.7.1. See also CLC Procedures (Committee Manual)

SECTION 6 - MEMBERSHIP

The majority of the previous Section 6 – Removal from the Board was moved to New Section 3 – Board of Trustees.

6

Membership (Previous Section 7)
This section has become Section 6. Proposed change would simplify the language in the Bylaws regarding membership to state, “WEF has individual, and organization (including Member Associations) members, the qualifications, organization and privileges (including voting rights) of which are established in accordance with the procedures established by the Board.” It is proposed that additional details regarding membership be moved into the Board policies.

Section 7 (Now 6). See also Board “Member Association”, Membership Organizational Group and Membership Individual Policies.

Membership Meetings
Proposed changes would add language to describe the conduct of membership meetings. Language regarding meetings previously located elsewhere in the Bylaws under the Board, House and CLC.

New 6.2 (with similar language for meetings of Board, House and Members all located previously in Section 8).

SECTION 7 - INDEMNIFICATION

Indemnification (Previous Section 9)
Proposed change would simplify the language on indemnification contained in the Bylaws, moving detailed language to the Policies, per advice of legal counsel.

9 (Now 7)

SECTION 8

Amendments to Bylaws (Previous Section 10)
Proposed change would change the requirement to amend the bylaws from 5% approval of membership to a majority vote of the House. This is a change from direct member voting to representative voting where member preferences will be expressed through their HOD delegate.

10 (Now 8)


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