(Revised 01/11/08)

ARTICLE 1. NAME:

The name of the organization shall be the "New Mexico Water & Wastewater Association", hereinafter, designated the "Association" and abbreviated "NMWWA".

ARTICLE 2. PURPOSE:

This Association is formed to better protect the public health and environment, and to preserve the investment of public funds in New Mexico by promoting proper design, construction, operation, performance evaluation, and management of water and wastewater utilities. To accomplish this general purpose, the Association is committed to the following continuing activities:

2.1: Advancement of practical knowledge in design, construction, operation, performance evaluation, and management of water and wastewater facilities.

2.2: Improvement of the professional status and public image of personnel engaged in any aspect of the water quality control field.

2.3: Stimulation of public awareness of the relationship of water resource quality to public health, and of the need for preservation, conservation, and reuse of water resources.

2.4: Promotion of the training and certification programs for New Mexico water and

wastewater personnel.

2.5: Provision of communication and relationships with the Sections of the Association and with the various communities involved.

2.6: Cooperation with other organizations that are interested in the water and wastewater industry in NM.

2.7: (Reserved – Code of Ethics)

ARTICLE 3. RESTRICTIONS:

3.1: Activities which are not consistent with the stated purposes shall not be considered representative of the Association.

3.2: The Association is organized and will operate exclusively for non-profit, scientific, and educational purposes.

ARTICLE 4. MEMBERSHIP:

4.1: Membership in the Association is open to individuals with personal or professional interest in the Association's purposes. Membership, and all associated rights and privileges, are outlined in the By-Laws.

ARTICLE 5. ADMINISTRATIVE OFFICERS:

5.1: The affairs of the Association shall be administered by the elected officers of the Association under such rules as the Executive Board may determine and shall be subject to the specific conditions of the Constitution & By-Laws. The administrative officers of the Association shall be elected from the active membership in accordance with any qualifications set down for members in the By-Laws. The elected officers' duties and terms of office are:

5.2: PRESIDENT:

5.21: The Association President is charged with the primary responsibility for directing the Association's activities as stipulated in the Constitution and By-Laws,

and may be called on to represent the Association. The President oversees the duties of the Executive Manager and of the other elected officers and appoints committees and their respective chairman to further Association activities. Also, the President calls all meetings of the Association and the Executive Board and presides over those meetings. Guidelines and policies set by the Executive Board must be followed in all duties.

5.22: The term of President is one (1) year, directly preceded by one (1) year as President-Elect. The President shall not be eligible for re-election as President Elect until two (2) years after the end of his or her term.

5.3: PRESIDENT-ELECT:

5.31: The President-Elect must become thoroughly familiar with the Constitution and By-Laws of the Association. The President Elect shall serve on committees as

assigned by the President, shall serve on the Executive Board and assist on its committees as requested. Presiding over meetings of the Executive Board in the absence of the President and Vice-President, is a responsibility of this office. It is important that he/she is aware of the Association's calendar of events and deadlines for awards and other various items.

5.32: The term of office of President-Elect is one (1) year, followed by a one (1) year term as President.

5.4: VICE PRESIDENT:

5.41: The Vice President presides over Executive Board meetings in the absence of the President, and shall assume any duties of the President when so delegated by the President. The Vice President shall serve on the Executive Board, and as a member of its committees if so designated.

5.42: The term of office for the Vice President is one (1) year.

5.5: SECRETARY/TREASURER:

5.51: The Secretary/Treasurer shall oversee the recording of proceedings of the meetings of the Association and Executive Board, the collection of the monies due the Association, and shall sign all Association checks. The Secretary/Treasurer shall be responsible for disbursing Association funds under general direction of the

Board. A quarterly financial report must be submitted to the Board and an annual report submitted to the Association at the Annual Business Meeting. In respect to all these activities, the work shall be accomplished in conjunction with the Executive Manager of the paid staff of the Executive Board, as called for in the By-Laws.

5.52: The term of office for Secretary/Treasurer will be two (2) years.

5.53: The Secretary/Treasurer shall maintain a current file of job descriptions of all paid staff of the Executive Board.

5.6: DIRECTORS:

5.6l: There shall be two (2) Directors that will serve on the Executive Board and any

committees if so designated. They shall serve as advisors to the President and be subject to special assignments that he/she may make for them.

5.62: The Directors shall be elected to two-year (2-year) terms, one position opening each year.

5.7 Term of Office:

5.7.1: The term of office for all elected officials will begin at the annual business meeting of the Executive Board.

5.8 Nomination Procedures:

5.8.1: Nomination procedures for elected officers shall be as described in the By- Laws.

ARTICLE 6. EXECUTIVE BOARD:

6.1: All major decisions on Association action and policy must be made by the Executive Board. This Board may delegate the administration of it policy to the elected officers or to committees assigned to particular tasks. Executive Board decisions can only be

over-ruled by the active membership (as described in Article 1 of the By-Laws).

6.2: The Executive Board shall consist of the elected officers of the Association (as described in Article 5), the immediate Past President of the Association, the Presidents of the authorized Association Sections, and one representative each from the New Mexico Environment Department and the Dona Ana Community College of New Mexico State University. Each Executive Board member shall have equal voting rights in Executive Board meetings, except the Presiding Officer who may not vote except in the case of ties.

6.3: The elected officers shall perform Executive Board duties as prescribed in Article 5. In addition, the immediate Past-President shall serve as an advisor to the President on the requirements of the Association Constitution and By-Laws.

6.4: The Executive Board shall meet as often as it deems necessary, but not fewer than four (4) times per year.

6.5: No action of the Executive Board shall be possible without the presence of a quorum of eight (8) Board members attending a properly called meeting. All Executive Board members must be notified of any meeting and voting agenda at least two (2) weeks prior to the meeting.

6.5.1: Voting agenda items must be submitted to the President and/or Executive Manager, in written format (letter or electronic communication), at least four (4) weeks prior to the meeting.

6.5.2: Any active member may petition a voting agenda item in accordance with 6.5.1.

6.5.3: The Executive Board shall not take action on any item brought before the Board not appearing on the voting agenda meeting the criteria set forth in 6.5 and 6.5.1

6.6: The Executive Board and the Association President are authorized to establish various committees to carry out the work of the Association. These committees must report to the Association President and the Board.

6.7: The Executive Board is further authorized to maintain such paid staff as it deems necessary to conduct the day-to-day affairs of the Association. Specific staff positions and their respective general responsibilities shall be as outlined in the By-Laws.

ARTICLE 7. BALLOTING:

Balloting shall be by mail as prescribed in the By-Laws.

ARTICLE 8. ANNUAL BUSINESS MEETING:

8.1: The Annual Business Meeting of the Association membership shall be called early in the business and fiscal year, as prescribed in the By-Laws.

8.2: The Annual Business Meeting of the Executive Board shall be the first Board meeting of each business year, as prescribed in the By-Laws.

ARTICLE 9. DUES:

9.1: The payment of dues shall be as prescribed in the By-Laws.

ARTICLE 10. ENACTMENT OF BY-LAWS:

10.1: In order to permit further organization and development of the Association, By-Laws shall be enacted as needed to supplement but not to conflict with the provisions of this Constitution.

l0.2: Enactment or amendment of By-Laws shall be as prescribed in the By-Laws.

ARTICLE 11. BUSINESS YEAR AND FISCAL YEAR:

11.1: The business year and fiscal year of the Association shall be as specified in the By-Laws.

ARTICLE 12. DISSOLUTION:

12.1: Upon the dissolution of the Association, the Executive Board shall, after paying or making provisions for the payment of all of the liabilities of the Association, dispose of all the assets of the Association to the Water Technology Program of the Dona Ana Community College of New Mexico State University.

ARTICLE 13. ASSOCIATION SECTIONS:

13.1: Organization: In order to permit further organization and development of the Association, regional Sections may be formed with their own "Section Constitution and By-Laws" to supplement, but not to conflict with, those of the State organization. In case of conflict, the provisions in the "State Constitution and By- Laws" shall take precedence over the "Section Constitution and By-Laws."

13.1.1: Regional sections boundaries are defined in Appendices A of the By-Laws. Any modification to boundaries must be made through the amendment process of the Association.

13.2: Dissolution: In the event of dissolution of a regional section, all of said Section's assets, if any, shall be transferred to the Association.

13.3: Fiscal Year: The fiscal year of each regional Section shall be same as that of the Association.

ARTICLE 14. AMENDMENTS:

14.1: Amendments to this Constitution may be proposed by the Board through a Committee of the Board or by means of written petition signed by at least twenty-five (25) Active Members of the Association and submitted to the Association President.

14.2: Proposed amendments shall be reviewed by a Committee of the Board that shall then make recommendation to the full Executive Board.

14.3: All proposed amendments shall be given to all Executive Board members at least thirty (30) days before the Board meeting during which action on the proposed amendment is being requested by the Special Study Committee as defined in the By-Laws.

14.4: Proposed amendments receiving majority approval of the Board, during which a quorum is present, shall pass to the active membership with a "Do Pass" recommendation. Proposed amendments not receiving Board approval shall pass to the general membership with a "Do Not Pass" recommendation.

14.5: Copies of the proposed amendments and ballot must be sent, distributed, mailed or deemed accessible to each active member at least thirty (30) days before the votes are to be opened and counted.

14.6: Proposed amendments must be ratified by a 2/3 majority of the returned ballots of the eligible voting membership as defined in the By-Laws.

14.7: The Section Presidents shall be notified of the outcome and shall initiate required changes in the Section Constitutions where necessary.

14.8: When amendments have been acted upon favorably by the Association, they shall take effect immediately and the revised Constitution shall be distributed to the

membership at large.