Reviewed by Water Environment Federation 
Approved by Clean Water Professionals of Louisiana Board

1. NAME & AFFILIATION 

The name of the organization shall be the Clean Water Professionals of Louisiana, hereinafter designated the “Association”. 

The Association shall be a Member Association of the Water Environment Federation, hereinafter designated "WEF", and shall participate in the activities of that organization. It is the intent that the Bylaws of this Association shall be in harmony with the WEF Bylaws. 

2. PURPOSE 

The purpose and objectives of the association are as follows and are in harmony with the Mission, Vision, and Strategic Direction and Plan of WEF. 

• Career advancement for water professionals. 
• Attracting professionals to the water industry. 
• High quality water and public health. 
• Environmental leadership. 
• Advocate for appropriate financial resources dedicated to water and the environment. 
• Collaboration and public outreach. 

3. GEOGRAPHICAL BOUNDARIES 

The exclusive service area of the Association shall consist of the State of Louisiana. 

4. BOARD OF DIRECTORS 

The affairs of the Association shall be conducted by a Board of Directors hereinafter designated as the Board, under such rules as the Board may determine, in keeping with the intent of this document. 

The Board shall be eligible members of the Association and consist of a President, President Elect, Vice President, Secretary, Treasurer, Immediate Past President, WEF Delegate(s), and such additional Directors as deemed necessary for the proper functioning of the Association. The WEF Delegate(s) shall serve as a member of the WEF House of Delegates. 

The Board officers shall be the President, President Elect, Vice President, Secretary, Treasurer, and Immediate Past President. 

The WEF Delegate(s) shall represent the Association in the conduct of all business by the WEF House of Delegates for a term of service designated by WEF Bylaws, Policies and Procedures and be a member of the Water Environment Federation. 

The duties of the Board of Directors include, but are not limited to, overseeing the affairs of the Association, developing and overseeing the annual budget, and setting the Association membership dues, set and advance the Associations strategic direction, and authorize the use of funds for the operation of the Association. 

4.1. BOARD COMPOSITION AND DUTIES

4.1.1. The President shall have general supervision and leadership of the affairs of the Association, shall preside at all meetings of the Board of Directors, perform such other duties as may be assigned by the Board of Directors, and serve a term of one year. 

4.1.2. The President Elect and Vice President shall assist the President in the performance of prescribed duties, preside at meetings of the Board of Directors in the absence of the President, and perform such other duties as may be assigned by the Board of Directors. The President-Elect and Vice President shall serve a term of one year and shall automatically succeed to the office of President and President-Elect respectively. 

4.1.3. The Secretary shall maintain records of the Association and perform such other duties as may be assigned by the Board of Directors. The Secretary shall serve a term of one year. 

4.1.4. The Treasurer shall Serve as financial officer of the Association, pay all bills as appropriate, account for all expenditures, maintain recording of all assets and liabilities, prepare the annual budget, ensure all required state and federal income tax documents are submitted and perform such other duties as may be assigned by the Board of Directors. The Treasurer shall serve a term of two years. 

4.1.5. The WEF Delegate shall represent the Association in the WEF House of Delegates and shall act as the primary liaison between the Association and WEF. The WEF Delegate shall be a voting member of the Board of Directors and shall serve a term of three years. 

4.1.6. The Board shall consist of a minimum of 3 and a maximum of 7 non-officer Directors that provide representation of a cross section of the membership. The non-officer directors shall be voting member of the Board of Directors and shall serve on committees as assigned by the President or the President's designee(s). The Directors shall perform such duties as may be assigned by the President. The non-officer directors shall serve a term of one year and may be elected to consecutive terms. 

4.2. ELECTION & NOMINATION OF BOARD OF DIRECTORS 

A Nominating Committee shall be organized annually and shall consist of the Immediate Past President and the past two Immediate Past President’s for elected positions other than WEF Delegate(s). The Nominating Committee shall consist of a minimum of three (3) members. 

The Nominating Committee shall receive nominations for Directors and the Vice President each year. Nominations for the Treasurer shall be received every two years and nominations for the WEF Delegate shall be received every three years. The Nominating Committee shall review all nominations to determine eligibility and willingness to serve. 

Notice shall be sent to all voting members at least 30 days prior to voting at the annual business meeting. Members of the Association Board of Directors shall be elected at the annual business meeting by a two-thirds (2/3) vote of the eligible voting members present. 

4.3. REMOVAL AND RESIGNATION 

At a properly called regular or special meeting, any officer, director, committee chair, member, or other agent of the Association may be removed by a two-thirds (2/3) vote of the Board of Directors whenever in the judgment of the Board, the best interests of the Association will be served thereby; but such removal shall be without prejudice to the contract rights, if any, of the person(s) so removed.

Any director, committee chair, or other agent of the Association may resign at any time by giving written notice to the President of the Association Board of Directors. 

4.4. BOARD MEETINGS 

The Board shall meet at least three times annually, with notice by the Secretary of the Board not less than seven days in advance of the meeting. 

A quorum of the Board of Directors is a majority of the Board. All motions approved by the Board shall consist of a majority of the quorum present. 

The Board may hold any meeting through the use of real-time communications technology by which member may hear, vote and otherwise fully participate in the meeting. 

4.5. COMMITTEES 

The Association Board of Directors may establish standing committees or other groups as necessary to conduct WEF and Association programs and business. 

The Association Board of Directors has the authority to create and dissolve both standing and technical committees. Board Standing Committees shall be established and shall convene in accordance with the Association's Policies and Procedures. Technical Committees may be established as necessary and convene in accordance with the Association's Policies and Procedures. 

5. MEMBERSHIP 

The membership of the Association shall consist of persons and organizations interested in the advancement of knowledge relating to the mission and critical objectives of the Association and WEF. Members may join one or multiple Member Associations under one WEF membership. 

Membership Classes - shall include all classes of membership designated by WEF and other categories of membership established by the Board. 

6. BUSINESS MEETING 

The Association shall hold at least one (1) annual business meeting in each fiscal year for the purpose of electing its Board of Directors and discussing relevant matters of the Association. This meeting may be held either in person or by electronic and/or virtual means. 

7. DUES 

For each class and category of WEF membership, WEF dues shall be determined by the WEF Board of Trustees and Association dues shall be determined by the Association Board of Directors. Dues shall include the current dues for both the Association and for WEF. 

8. AMENDMENTS

Any member in good standing may request a change to the Bylaws by submitting a request to the Board of Directors. Amendments to these Bylaws shall be considered by the Board and if endorsed by a majority vote of the Board shall be forwarded to the WEF Bylaws Subcommittee for review and evaluation. 

Upon concurrence from WEF, the Association Board of Directors must vote to approve any Bylaw amendments prior to bringing them to the vote of the membership. 

Upon approval by the Board of Directors, the Bylaws may be amended at any annual business meeting of the Association by a two-thirds (2/3) vote of eligible voting members present at the meeting, provided however that all members shall have written notice at least 30 days in advance in which to consider the proposed amendment(s) prior to voting. 

At the discretion of the Association Board of Directors, the Constitution and Bylaws may also be amended by ballot (electronic or hard copy) with an affirmative two-thirds (2/3) vote of the ballots returned by eligible voting members. All eligible voting members shall be provided a copy of the proposed amendment(s) with the mailed ballot and shall be given at least 30 days to return the ballot. 

An amendment approved by the Association membership and by WEF shall take effect immediately and will be made available to membership electronically. 

9. DISPOSITION OF ASSETS UPON DISSOLUTION 

Any Member Association may withdraw from WEF at the end of any fiscal year by giving three months’ notice of such intention. 

In the event of dissolution of the Association, the property and assets thereof, after providing for all obligations and liabilities of the Association, shall then be disposed of exclusively for the purposes of the Association in such manner, or to such organizations exempt from taxation under Section 501(c)(3) of the Internal Revenue Code as shall be determined by the Board of Directors. 

10. INDEMNIFICATION 

The Association shall indemnify any person who is or has been a Director, Delegate, Officer, Committee Member, or Employee (hereinafter “Indemnified Person”) of the Association against legal expenses and liabilities reasonably incurred or imposed on the indemnified person in connection with serving the Association. Details regarding limitations of indemnification, procedure, subrogation, surety, applicable law and insurance are in accordance with procedures established by the Board.