VIRGINIA ONSITE WASTEWATER RECYCLING ASSOCIATION, Inc.
ARTICLE I – Name of Organization
The name of this organization is the Virginia Onsite Wastewater Recycling Association, Inc., a non-profit Virginia corporation herein referred to as the Corporation.
ARTICLE II – Purpose
The purposes for which the Corporation is formed are as follows:
a.) To improve the conditions of the onsite wastewater recycling industry by working towards the establishment of uniform standards for the quality of design, installation and servicing of all types of onsite wastewater treatment and disposal systems.
b.) To establish throughout the Commonwealth of Virginia a relationship among all those concerned with the onsite wastewater recycling industry that will increase the flow of information, not only among members of this Corporation, but among all organizations, agencies and individuals having complementary objectives and purposes.
c.) To compile and to disseminate statistics, experiences, and other information affecting the onsite wastewater recycling industry.
d.) To educate practitioners in the Member Sectors allowing them to build up their skills and abilities so that they may be able to perform at a high level of competence.
e.) To inform and educate the general public concerning the value of recycling wastewater as a viable option to central sewage systems and of the need for properly designed and maintained onsite wastewater treatment and disposal systems.
f.) To protect the environment of the Commonwealth of Virginia by assisting the development of sound ecological practices in the manufacture, design, siting, installation, maintenance and management of onsite wastewater treatment and disposal systems.
g.) To unite in common organization those professionally engaged in the onsite wastewater recycling industry. To formulate and maintain ethical standards for the guidance of its members in their relations with each other and the public.
ARTICLE III – Non-Profit Status
Section 1 No part of the net earnings of the Corporation shall inure to the benefit of any member, director or officer of the Corporation, or to the benefit of any private individual.
Section 2 The Corporation shall have no power to engage in any act or action prohibited to corporations which are exempt from federal income taxation under Section 501(C)(6) of the Internal Revenue Code of 1986 or corresponding Sections of any prior or future Internal Revenue and Virginia Department of Taxation Codes.
Section 3 In the event of the dissolution of the Corporation, the residual assets of the Corporation will be turned over to one or more organizations which themselves are exempt as organizations described in Section 501(C)(6) of the Internal Revenue Code of 1986 or corresponding Sections of any prior or future Internal Revenue Code, or to the federal or to the state or local government for public purposes exclusively.
ARTICLE IV – Membership
Section 1 The Corporation shall have five classes of members:
(1) Regular Members
(2) State sub-Group Members
(3) Regulator Members
(4) Affiliate Group Members
(5) Student Members
The power to admit a group of individuals to a membership class in the Corporation shall be vested in the Board of Directors.
Section 2 No Person shall be admitted as a Regular Member of the Corporation and be entitled to voting privileges unless they shall be and shall remain:
(a) A person who is a representative of a sub-state or local onsite or decentralized wastewater recycling association.
(b) A person engaged in the manufacture, installation, repair, maintenance or management of onsite wastewater treatment and disposal systems.
(c) A person engaged in the manufacture, wholesale supply, distribution or sale of components used in the manufacture, installation, repair, maintenance or management of onsite wastewater treatment and disposal systems.
(d) A person with onsite wastewater experience who is an engineer, soil scientist, AOSE, research professional consultant or faculty member in a relevant discipline at an accredited academic institution.
(e) A person who is a member or employee of a governmental regulatory agency, legislator, elected official, or regulatory board member having jurisdiction over any aspect of the onsite wastewater recycling industry; or
(f) A person seeking a wider knowledge of onsite wastewater recycling
(g) A person described in Article IV, Section 2 (a) - (e) above, who is retired.
Section 3 The Affiliate Group Member shall have no voting rights unless they join individually as regular members. The Board of Directors will set the rate at which the affiliate joins. The Board of Directors shall set the membership dues for each class.
Section 4 The continuance of membership in the Corporation shall be conditioned on the payment of annual dues. Dues shall be current for the past five years, where applicable, without lapse. The amount of dues and procession fees shall be fixed from time to time by a two-thirds vote of the directors present at the meeting of the Board of Directors at which a quorum is present. All applications for membership shall be submitted, in such form, as the Board of Directors shall direct, to the President. Initial application for membership shall be accompanied by proper payment.
Section 5 Any member failing to pay dues, or any installment thereof, shall automatically be expelled from membership 30 days after notification that they have not paid their dues. In this case, members shall be reinstated when arrearage of dues have been paid. Any member charged with conduct detrimental to the objectives and purposes of the Corporation shall receive written notice of such charges, and shall have received a minimum of fifteen (15) days notice of hearing upon such charges before the Board of Directors. After such notice and hearing, such member may be exonerated or suspended, or expelled from membership by a majority vote of the Board of Directors. Any person expelled from membership for any reason may make application for readmission to membership upon the same terms and conditions as any other applicant; provided however, that such former member shall have paid any arrearage of dues and/or assessments for a period back as appropriate but not to exceed five years upon application.
Section 6 The annual meeting of the membership of the Corporation shall be held each year as agreed on by the Board of Directors. The President or his representative shall mail notice, of the annual meeting, to each member of the Corporation at least thirty (30) days prior to the date of the meeting, designating the place at which the meeting shall be held.
Section 7 One-third of the Board of Directors shall be elected by written ballot submitted by mail or in person each year during the month of October. A listing of board of director nominees, qualifications and background shall be mailed to the members at least thirty (30) days prior to the date ballots are to be postmarked. Each Regular Member shall be entitled to cast a vote for write-in candidates. Officers and members (Directors) of the Board of Directors are elected by a plurality of the votes cast, and shall assume office December 1 of the year they are elected. To allow continuity and direction of the Corporation, officers shall serve a minimum one-year term, and directors shall complete a full three-year term.
Section 8 A Regular Member shall also be permitted to vote at the annual meeting of the membership of the Corporation by a proxy in writing, submitted to the President of the Corporation before or at the beginning of the meeting. No proxy shall be valid unless it shall have been signed by the Regular Member and attested by a notary public.
Section 9 The order of business at the annual meeting of the membership of the Corporation shall, at the minimum, include and be in similarity to the following:
(a) Roll Call
(b) Reading of notice of meeting
(c) Reading of minutes of previous meeting
(d) President’s Report
(e) Treasurer’s Report
(f) Committee Reports
(g) Miscellaneous Business
The procedures to be followed in conducting the meeting will follow Robert's Rules of Order (Bantam edition, 1986, Bantam Books, NY) unless modified in these bylaws.
Section 10 The Corporation shall prepare an alphabetical list of the names of all members of the Corporation who are entitled to notice of a members meeting, such list shall also contain the address of each member. The member's list shall be available for inspection by any member for a period of thirty days prior to the meeting at the principal office of the Corporation. A member or his agent or attorney is entitled on written demand during regular business hours and at their expense, during the period it is available for inspection. The Corporation shall make the member’s list available at the meeting and any member or his agent or attorney is entitled to inspect the list at any time prior to the start of the meeting. The member’s list is prima facie evidence of the identity of members entitled to examine the member’s list or to vote at a meeting of members.
ARTICLE V - Board of Directors
Section 1 The conduct of the affairs of the Corporation and the attainment of its purposes shall be managed and guided by the Board of Directors of the Corporation.
Section 2 The Corporation shall have a Board of Directors consisting of a minimum of eleven members. It shall consist of the five (5) Executive Committee members (President, Vice President/President Elect, Secretary, Treasurer, and the Past President) and to the greatest extent possible one (1) each from the various member sectors as identified below, with the exception of the VIP sector which may be represented at the discretion of the board. In the absence, resignation, removal, or death of the President, the Vice President shall assume the duties of President of the Corporation until such time that re-election or special election procedures can be completed. Each Director shall be eligible to serve a three year term or until their resignation, removal from office or death. Each Director elected will serve a three-year term unless they are elected to an office in which case the member will remain a director until their office term expires. The President of the Corporation shall appoint a nominating committee that will to the greatest extent possible ensure that the composition of the board will be equally represented by the following onsite wastewater recycling sectors:
(a) Licensed AOSE / Licensed COSE
(b) (b) Manufacturer / Supplier / Vendor
(c) Installer / Contractor
(d) Operator / Manager / Service Provider
(e) Compliance Monitor / Regulator
(f) Academic / Researcher or other interested party
(g) VIP (Very Interested Party - e.g.. Legislator, Developer, Builder, etc.)
Section 3 The Board of Director meetings shall follow the procedures found in Robert's Rules of Order (Bantam edition, 1986, Bantam Books, NY) unless modified in these bylaws.
Section 4 No person shall be a director of the Corporation unless they shall be a natural person who shall be and shall remain during his continuance in office a Member of the Corporation.
Section 5 A quorum of the Board of Directors consists of a majority of the whole number of directors to be fixed from time to time by resolution of the Board of Directors. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board of Directors. A director of the Corporation who is present at a meeting of the Board of Directors when corporate action is taken is deemed to have assented to the action unless they object, at the beginning of the meeting or promptly upon their arrival to holding the meeting or transacting specified affairs at the meeting or they vote against or abstains from the action taken.
Section 6 A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place, and notice of any such adjourned meeting need not be given to the directors who were not present at the time of the adjournment nor to the other directors if the time and place of the adjourned meeting are announced at the time of the adjournment.
Section 7 The Board of Directors may permit any or all directors in any annual, regular or special meeting by, or conduct the meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
Section 8 Action required or permitted to be taken at a Board of Directors meeting or committee meeting may be taken without a meeting if the action is approved by a majority of the members of the board or by the committee. The action's approval must be evidenced by one or more written consents describing the action taken and signed by each director or committee member.
Section 9 The annual meeting of the Board of Directors shall be held immediately following the annual meeting of the membership of the Corporation in each year, and regular meetings shall be held at such times as may be fixed by resolution of the Board of Directors. Special meetings of the Board of Directors may be held upon call of the President or a majority of the directors. The President shall give written notice of each special meeting to each director at least three (3) days prior to the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of the meeting, the time of the meeting or the manner in which it has been called or convened, except when a director states at the beginning of the meeting or promptly upon arrival at the meeting any objection to the transaction of affairs because the meeting is not lawfully called or convened.
Section 10 A director may resign at any time by delivering written notice to the Board of Directors or its president or to the Corporation. A resignation is effective when notice is delivered unless the notice specifies an effective date. If a resignation is made effective at a later date, the Board of Directors may fill the pending vacancy before the effective date providing the successor does not assume office until the effective date.
Section 11 The President of the Corporation shall fill any vacancy occurring on the Board of Directors. A director appointed to fill a vacancy shall be appointed for the un-expired term of their predecessor in office. A vacancy that will occur at a specified later date by reason of a new resignation effective at a later date may be filled before the vacancy occurs, but the new director shall not assume office until the vacancy occurs.
Section 12 Every year, the Board of Directors, at its December meeting shall elect from among its returning members a Vice President/President elect, a Secretary and a Treasurer. In those years the nominating committee shall notify the Board of Directors at least thirty days before the officer elections of the officer nominees. The Board of Directors shall have the power to elect a new President should a vacancy in that office occur.
Section 13 Any director or officer may be removed by a two-thirds vote of the remaining members of the Board of Directors whenever, in the judgment of the Board of Directors, the best interests of the Corporation will be served thereby. No Director or officer shall be so removed unless and until they shall have had due notice of the charges against them and the opportunity to be heard by the Board of Directors.
Section 14 The Executive Committee is composed of all the officers of the Corporation including the immediate Past-President of the Corporation. The executive committee shall be subject to any limitations imposed by law, shall have and exercise the authority of the Board of Directors in the management of the affairs of the Corporation between meetings of the Board of Directors.
Section 15 The Board of Directors shall establish various committees as needed from among the membership of the Corporation or they may be formed at the President's discretion. These committees may include but not be limited to: a standing committee; steering committee; the executive committee, and a nominating committee. Committee chairs' are appointed by the President. Professional Committees if formed shall give professionals in each of the onsite wastewater sectors the opportunity to meet, interact and handle their individual concerns. These committees may typically follow the membership sectors or parts thereof described in Section 2 above. The Vice President/President Elect will coordinate the activities of these committees. Committee chairs shall serve a term of two years, with a provision for a vice chair to assume the chairmanship after that time. Committee members shall serve a term of no more than five (5) years, with a year off before consideration of continuing on with the committee. At least one member of the Board of Directors shall be a member or to provide oversight of each committee.
Section 16 The Board of Directors may establish other committees from among its membership and subject to any limitations imposed by law, shall vest in such committees such powers and duties as the Board of Directors shall think proper.
Section 17 Every director, officer or employee of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred upon them in connection with any proceeding to which they may be made a party or in which they may become involved by reason of their being or having been a director, officer, or employee of the Corporation, or any settlement thereof whether or not they are a director, officer or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of their duties. The foregoing right of indemnification shall be in addition to and not in derogation of any other right to which such director, officer, or employee may be entitled. For purposes of this section, the term "director, officer or employee" shall be construed to include all executive board members, committee members and staff employees, whether salaried or not.
ARTICLE VI - Officers of the Organization
Section 1 The officers of the Board of Directors shall be the officers of the Corporation and shall consist of a president, vice president, secretary, and treasurer.
Section 2 Each officer has the authority and shall perform the duties set forth in these bylaws or, to the extent consistent with these bylaws, the duties prescribed by the Board of Directors.
Section 3 An officer may resign at any time by delivering written notice to the Board of Directors or its president or the Corporation. A resignation is effective when a notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date, the Board of Directors may fill the pending vacancy before the effective date providing the successor does not assume office until the effective date.
Section 4 The President shall be the principle executive officer of the Corporation and subject to the control of the Board of Directors and shall in general supervise and control all of the business and affairs of the Corporation. The President shall when present preside at all meetings of the members of the Board of Directors and of the Executive Committee. The President shall when present preside at all meetings of the members of the Board of Directors and of the Executive Committee. The President shall be a member ex-office of all committees. The President may sign deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or these bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time. The President shall serve a two-year term beginning the December meeting during even-numbered years. Once a president has completed their term, they shall become the immediate past-president and continue as a member of the executive committee and the Board of Directors for an additional two years.
Section 5 In the absence of the President or in the event of their death, inability or refusal to act, the Vice President/President elect shall perform the duties of the president, and when so acting shall have all the powers of and be subject to all the restrictions upon the president. The Vice President/President-elect shall be a member of the Executive Committee. The Vice President/President-elect shall perform such other duties as from time to time may be assigned to them by the president or by the Board of Directors. The Vice President/President-elect shall serve one year immediately following his their election. At the end of their term as Vice President/President-elect, they shall immediately assume the office of the president.
Section 6 The Secretary shall:
(a) Keep the minutes of the proceedings at member's meetings and at meetings of the Board of directors in one or more books provided for the purpose.
(b) Be custodian of the corporate records and of the seal of the Corporation, and see that the seal of the Corporation is affixed to all documents the execution of which is duly authorized on behalf of the Corporation under its seal and otherwise authenticate the records of the Corporation.
(c) Keep a register of the mailing address of each member, which shall be furnished, to the secretary by each member.
(d) Have general charge of the membership book of the Corporation.
(e) Be a member of the Executive Committee.
(f) Perform all the duties as from time to time may be assigned to them by the Board of Directors.
If required by the Board of Directors, the Secretary shall give a bond for the faithful discharge of his duties in such sums and with surety or sureties, as the Board of Directors shall determine. The Secretary shall serve a two-year term immediately following their election.
Section 7 The Treasurer shall:
(a) maintain the financial records of the Corporation.
(b) Have charge and custody of, and be responsible for all funds and securities of the Corporation.
(c) Receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, Trust companies or other depositories as shall be selected in accordance with the provisions of Article VII of these bylaws.
(d) Be a member of the Executive Committee.
(e) Perform all the duties as from time to time may be assigned to them by the Board of Directors.
If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sums and with surety or sureties, as the Board of Directors shall determine. The Treasurer shall serve a two-year term immediately following their election.
Section 8 The Corporation's accounts and bookkeeping records shall be reviewed annually by an outside firm as soon as possible after the end of the fiscal year. Said compilation of financial activities to be completed and delivered to the Board of Directors no later than March 15 of each year.
ARTICLE VII – Contractual Obligations
Section 1 The Board of Directors may authorize any officer, officer’s agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.
Section 2 No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 3 All check, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation shall be signed by such officer, officers, agent or agents of the Corporation and in such a manner as shall from time to time be determined by resolution of the Board of Directors. Any such resolution shall be read upon the minutes by the proceedings of the minutes.
Section 4 All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
ARTICLE VIII - Records
Section 1 The Corporation shall keep as records, minutes of all meetings of its members and Board of Directors, a record of all actions taken by the members of the Board of Directors without a meeting and a record of all actions taken by a committee of the Board of Directors in place of the Board of Directors on behalf of the Corporation.
Section 2 The Corporation shall maintain accurate accounting records.
Section 3 The Corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the names and addresses of all members in alphabetical order.
Section 4 The Corporation shall maintain its records in written form or in another form capable of conversion into a written form within a reasonable time.
Section 5 The Corporation shall keep a copy of the following records:
(a) Articles or restated articles of incorporation and all amendments to them currently in effect.
(b) Bylaws or restated bylaws and all amendments to them currently in effect.
(c) Minutes of all members meetings and records of all actions taken by members without a meeting for the past three years.
(d) Written communications to all members generally within the past three years, including the financial statements furnished for the past three years.
(e) List of names and Business Street, or home if there is no business street, addresses of its current directors and officers.
(f) Most recent annual report.
ARTICLE IX - Fiscal Year
The fiscal year of the Corporation shall begin on January 1 of each year and shall end on December 31 of each year.
ARTICLE X - Corporate Seal
The Board of Directors shall provide a corporate seal, which shall be circular in form and shall be inscribed thereon the name of the Corporation, the state of incorporation, the year of incorporation, the words, "Corporate Seal", and the words "Corporation Not for Profit".
ARTICLE XI - Bylaws
These bylaws may be altered, amended or repealed, and new bylaws be adopted, by a two-thirds vote of the directors present at a meeting of the Board of Directors of the Corporation at which a quorum is present.
Revised / Amended – 06/24/2004
Revised / Amended – 05/02/2007
Revised / Amended – 06/04/2008
Revised / Amended – 05/05/2011