ISWS By-Laws

CONSTITUTION

Article I - Name, Mission and Objectives

Section 1 - Name

The name of the organization is the Society for Water Solutions of the American Institute of Chemical Engineers (AIChE). Its official acronym is SWS.

Section 2 - Mission and Objectives

The mission of SWS is:

  • To encourage inter- and trans- disciplinary collaboration on water related challenges and technologies from all spectrums of chemical engineering.
  • The objectives of SWS are:
  • To infuse awareness of water issues among all functions and activities of AIChE – continuing education, meeting programming, publications, and other knowledge development and dissemination activities.
  • To raise interests, understanding, and recognition of engineers’ and scientists’ role in areas of industrial water use and re-use.
  • To provide opportunities for the successful interaction of engineers, scientists, and people who are involved in water policy for industry.
  • To develop products and services which are cost effective, relevant, and bring value to the broader community.

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Article II - Organization

Section 1 - General

Oversight of all SWS activities shall be provided by the Chair, Managing Board, Advisory Board, and Project Committees. SWS will be accountable to the AIChE Board of Directors on fiscal matters and for adherence to these bylaws. To that end, ultimate financial direction and control will reside with the AIChE Board of Directors.

The Chair, Managing Board, Advisory Board, and the Project Committees shall be volunteers, except for ex-officio positions as detailed in these by-laws.

A quorum for all SWS Board and Committee meetings shall be a simple majority of board or committee members. All matters properly brought in question shall be decided by a majority of the votes cast, except where the Bylaws provide for a greater ratio of favorable votes.

Meetings of all of the entities of SWS shall be arranged by SWS Staff Director. The Chair of a Board or Committee shall preside at the meetings of the respective entity. A quorum for transaction of business at any meeting shall consist of a majority of the listed members of that specific entity. Notification and organization of meetings and preparation and distribution of meeting minutes shall be the responsibility of the SWS Staff Director. 

Section 2 - Chair

Purpose: To provide overall leadership of the activities of SWS and Managing Board. The Chair shall report directly to the Managing Board.

Representation: The Chair shall, be elected by SWS membership for a 3-year term, and approved by the AICHE Board of Directors. In the absence of an election, the AIChE Board of Directors may appoint a Chair.

Section 3 - Managing Board

Purpose: To provide managing guidance and assure financial control and responsibility for SWS, subject to the ultimate direction and control of the AIChE Board of Directors, as provided in SECTION 1, above. The Managing Board shall prepare and deliver to the AIChE Board of Directors annual reports of SWSs activities and prospective programs. The Managing Board directs SWS staff on issues and activities important to SWS and its constituents and develops and recommends annual budgets for approval by the AIChE Board of Directors.

Representation: The Managing Board shall consist of eight (8) voting members. It shall be chaired by the Chair and include two persons appointed by the AIChE Board of Directors. The Board shall also include the AIChE Executive Director or appointee who shall exercise fiduciary responsibility of SWS. The remaining positions shall be elected by SWS membership and approved by the AICHE Board of Directors. Those elected to these positions shall serve in 3 year staggered appointments such that 1/3 of the appointees shall turn over annually. In the absence of an election, the AIChE Board of Directors may appoint members of the Managing Board. The Managing Board will develop written election procedures to define the election process.

Meetings: The Managing Board shall meet as required, with at least one meeting to be held in conjunction with the AIChE Annual Meeting or Spring Meeting. Teleconferences may also be used as a means of communications when deemed appropriate.

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Section 4 - Advisory Board

Purpose: To advise the Managing Board and Chair on programs relevant to the discipline and to strengthen communications among SWS, academia, government, and industry. The Advisory Board shall identify, prioritize, approve, facilitate, and execute activities for SWS, subject to budgets approved by the Managing Board and the AIChE Board of Directors.

Representation: The Advisory Board shall be comprised of no fewer than eight (8) appointees, excluding the Chair who will serve as an ex officio non-voting member. The Advisory Board shall elect its own Advisory Board Chair from its members and submit for approval by the Managing Board. The Advisory Board members shall be appointed by and report to the Managing Board. Appointees shall include at least one representative from the SEP Division, ENV Division, and SEF.  Others may be selected to obtain a proper balance of academia/government and industry representation that will serve in the best interests of SWS. The industrial representatives may include, but not be limited to, Corporate Sponsor representatives from appropriate organizations that fulfill requirements of sponsorships. Advisory Board appointments shall be on 2-3 year staggered appointments such that 1/3 of the appointees shall turn over annually. All appointees shall serve at the discretion of the Managing Board.

Meetings: The Advisory Board shall meet at a minimum of twice a year, with at least one meeting to be held in conjunction with the AIChE Annual Meeting or Spring Meeting. Teleconferences may also be used as a means of communications when deemed appropriate. At the discretion of the Chair, the Managing Board and the Advisory Board may meet together.

Section 5 - Project Committees

Purpose: The Managing Board or the Advisory Board shall create Project Committees to execute special projects. The Managing Board shall sunset Project Committees upon project completion, determination of inactivity, or when deemed to be in the best interest of SWS.

Representation: Project Committees shall consist of one technical representative from each Corporate Sponsors with interest in the project. These representatives shall be nominated by the sponsoring organization. The Chair may appoint other members from Institutional Sponsors, academia, government, and industry. The Project Committees shall include an Advisory Board member who will serve as the liaison to the Advisory Board. Project committees shall be accountable to the Advisory Board.

Meetings: The Project Committees shall meet as they determine necessary.

Section 6 – Staff

Purpose: Under the general supervision of the AIChE Executive Director, SWS staff (also member of AIChE Staff) shall be responsible for daily administration of SWS. SWS staff responsibilities shall include, but are not limited to, monthly accounting and preparing financial reports to the Executive Director of AIChE, developing year-end sponsor financial reports to be submitted to sponsors; developing annual plans and budgets with performance metrics to be submitted to the Managing Board; preparing, authorizing and executing of contracts; arranging meetings; and producing and distributing publications, and meeting minutes.
Only with the approval of the Executive Director of AIChE, SWS staff shall have the authority to negotiate and sign contracts, set prices, and carry out other financial functions for SWS, in accordance with the financial guidelines and purchasing policies of AIChE.

Representation: AIChE shall be responsible for the employment of SWS Staff. Staff shall consist of at least one employee designated as the SWS Staff Director. The Chair and the Managing Board shall advise the AIChE Executive Director on employment and replacement of the SWS Staff Director. The Chair and the Managing Board shall also advise the AIChE Executive Director on staff level requirements.

Meetings: The SWS Staff Director shall attend all Managing Board and Advisory Board Meetings and have responsibility for providing notice of all meetings and for meeting minutes and their distribution.

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Article III - Membership

Section 1 – General

SWS shall have two orders of membership: Member and Affiliate. The Managing Board of SWS shall establish member fees, levels, and privileges.

Section 2 – Members

Any individual AIChE member or non-AIChE member having an interest in water may become a Member of SWS through submission of required fees to AIChE.

Section 3 – Affiliates

Individual members of an Institutional Sponsor organization may become an Affiliate of SWS through execution of an Institutional Sponsor Agreement by a responsible official. Fees and privileges of affiliates shall be defined in the Institutional Sponsor Agreement.

Section 4 – Benefits of Membership

SWS is a community to benefit the industrial users of water and people that set policy for industry water use and re-use.

Article IV - Sponsors

SECTION 1 – General

SWS shall have two classes of sponsors: Corporate and Institutional. The Managing Board of SWS shall establish sponsor fees, levels, and parameters. Sponsors may designate their sponsorship fees as restricted funds as defined by the Financial Accounting Standards Board.

Section 2 - Qualification of Corporate Sponsors

Any for-profit corporation, company, or partnership, located anywhere, having an interest in water may become a Corporate Sponsor of SWS through submission of required fees to AIChE and through designation of a Project Committee member and/or a Advisory Board Member to SWS. Corporate Sponsor benefits begin immediately upon receipt of the payment by AIChE and extend through the end of the calendar year during which such payment is received. Corporate Sponsorship may be terminated through a written request to the Managing Boards to withdraw or through failure to submit required fees.

Section 3 - Benefits of Corporate Sponsorship

In general, Corporate Sponsors are entitled, but not limited, to:

  • Opportunities to set program and activity priorities through membership on the Managing Board, Advisory Board, and Project Committees.
  • Participation on SWS philanthropic/awards project committee.
  • Memberships in SWS.
  • Prominent recognition in SWS promotional media and at events.
  • Annual Report detailing how aggregate sponsorship funds were utilized.

Section 4 - Qualification of Institutional Sponsors

Any not-for-profit institution, professional society, foundation, or entity, located anywhere, having an interest in water sustainability may become an Institutional Sponsor of SWS through the execution of an Institutional Sponsor Agreement by a responsible official. Institutional Sponsorship may be terminated through a written request to the Managing to withdraw or through failure to comply with Institutional Sponsor Agreement.

Section 5 - Benefits of Institutional Sponsorship

In general, Institutional Sponsors are entitled, but not limited, to:

  • Opportunities to propose programs and activities to Advisory Board.
  • Affiliate memberships in SWS.
  • Recognition in AIChE promotional materials and at events.

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Article V - Relationship to the American Insitute of Chemical Engineers

Section 1 - Administration of SWS

SWS is a Technical Entity of AIChE as defined in SECTION XIV of the AIChE Bylaws, and its day-to-day operations shall be administered by AIChE staff.

Section 2 - Limitation of Actions

SWS does not have the authority to act for, or in the name of, the American Institute of Chemical Engineers or any Sponsor, Member, or participant, except with the explicit authorization of the Board of Directors of AIChE, or said Sponsor, Member or participant. SWS does not have the authority to incur any financial obligations in the name of AIChE. All activities of SWS shall be within the limitations imposed by SECTION 204 of the New York Not-for-Profit Corporation Law and any other laws and regulations applicable to not-for-profit corporations.

Section 3 - AIChE Obligations and Rights

AIChE shall lend its name to SWS and shall provide publicity through its publications, Annual and National Meetings, and other appropriate media. AIChE shall be assigned copyrights, and publication rights, to results of projects sponsored through SWS, subject to specified time restrictions on release, except where excluded by law or such rights are explicitly waived by the Executive Director of AIChE. Any inventions and/or patents arising out of and issued with respect to programs sponsored by SWS shall be assigned to AIChE, except where excluded by law.

Section 4 - SWS Obligations and Rights

SWS shall lend its name to AIChE and shall provide publicity through its publications, events, and other appropriate media. SWS shall provide monthly accounting and preparing financial reports to the Executive Director of AIChE.

Section 5 - SWS Duration and Residue Funds

SWS has been approved by AIChE Board of Directors without limit on duration. Termination shall be preceded by notification by AIChE Board of Directors to SWS, including the Chair, Managing Board, Advisory Board, Sponsors, and Members of such action at least one year prior to the effective date of termination. Upon termination of SWS, unrestricted residue funds shall be transferred to AIChE and restricted residue funds shall be transferred back to Sponsors.

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Article VI - General Provisions

Section 1 – Interpretation

The Managing Board is empowered to rule on any question concerning the interpretation of these Bylaws, subject to final jurisdiction of the AIChE Board of Directors.

Section 2 – Revisions

Revisions to the SWS Bylaws from AIChE Board of Directors, the Advisory Board, the Managing Board, Project Committees, or SWS staff shall be made in writing, along with the appropriate rationale, and sent to the Chair. The Chair shall submit proposed revisions to the Managing and Advisory Board with appropriate recommendations. Adoption of any proposed revision shall require a two-thirds affirmative vote of the Managing Board members. Approval of bylaw revisions by AIChE Board of Directors is required.

Section 3 - Matters Not Covered

In all respects and issues not specifically covered in these Bylaws, the general policy and procedures of AIChE shall apply.

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