By-Laws of the Indiana Ground Water Association, Inc.
An Affiliate State of the National Ground Water Association Revised 1981
Article I . NAME
This organization shall be known as the Indiana Ground Water Association. In 1982, the IGWA became an Affiliate State of the NGWA.
Article II . OBJECT OR PURPOSE
The object for which this association is formed is to put the well drilling profession in Indiana on a thoroughly scientific and efficient business basis. To advance the theory and practice of well drilling in Indiana; to promote the mutual installation, pump and well repairing; to encourage and foster a spirit of Cooperation and good will among its members and cooperate with the State of Indiana Board of Health, and boards of health of counties, cities, and townships in Indiana, to safeguard public health.
Article III . MEMBERSHIP
Section 1 - Nature of the Association. The Association is a voluntary not for profit corporation without capital stock organized and existing under the laws of Indiana and Its membership shall be composed of persons engaged in the water well Industry who may from time to time be admitted to membership as prescribed by these by-laws.
Section 2 - IndustryDefinitions. The term "water well industry" as used in these By-Laws embraces all industries and persons engaged in drilling or constructing water wells in Indiana, manufacturing or supplying equipment to accomplish that task, studying, teaching or perfecting related technology, or evaluating or developing water resources in Indiana.
Section 3.Membership. The membership of the Association shall consist of active members, associate members, lifetime members, and honorary members, who shall be persons, firms or corporations residing in or engaged in the water well industry of Indiana.
Section 4 - Active members. The Active members of the Association shall be divided into five divisions as follows:
(A) Contractors' Division. Any person, firm or corporation engaged in the business of water well drilling.
(B) Manufacturers' Division. Any person, firm or corporation engaged n manufacturing equipment, materials or supplies used in the water well industry.
(C) Water Equipment Wholesalers and Suppliers Division. Any person, firm or corporation which does no contracting for the drilling of water wells and/or installation and servicing of water pump, and which:
(1) is an established wholesaler maintaining a warehouse and stock of pumps, pump parts and other water handling equipment which are sold regularly to dealers and/or contractors for resale: or
(2) is engaged in the business of supplying equipment rigs, or tools or rendering specialized services to the water well industry from an established place of business in its trading area.
(D) Technical Division. Any person, firm or corporation engaged in the supervision, regulation, evaluation, development or Investigation of underground waters or ground water supply installations or related technology or any individual in an accredited university, college or preparatory school, public or private, studying or teaching subject matter embracing the water well industry.
(E) Pump and Installing Division. Any person, firm or corporation engaged In the business of pumps or equipment installing, maintenance, and repair and who is authorized to execute contracts in connection therewith but does not also engage in the business of water well drilling. This division shall not be deemed a separate division until such time as fifteen (15) or more qualifying members adopt division by-laws.
Section 5 - Associate Members. Any eligible person, firm or corporation interested in the work of the association who is eligible to become an active member may become an Associate Member.
Section 6 - Sustaining Members. Contractors, manufacturers, wholesalers, suppliers and technical people who provide such financial support to the Association, in addition to Association dues, as the Board of Directors may determine.
Section 7 . Honorary Members. Persons of acknowledged eminence in the well drilling profession, or who have contributed some social service in the furtherance of the art or to this Association, may be elected to Honorary membership upon recommendation of the Committee on Awards, by two-thirds vote of the Board of Directors. Honorary Members elected from the active membership shall retain all the privileges of an active member. Others so elected are entitled to all privileges except voting and holding office. All Honorary Members are exempt from membership fees.
Section 8 - Lifetime Member. Any retired or disables Well Driller belonging to the Indiana Ground Water Association who is in good standing may be recommended by any active member of the Association to be made a lifetime member by two-thirds majority of Board of Directors at a stated or a called meeting. He shall be given a lifetime cei1ificate and shall have full privileges of an active membership. He shall be exempt from paying dues to the association.
(A) any member in default in payment of dues shall be ipso facto suspended from all privileges of membership and if, after notice, such default is not cured within a period of ninety days, the membership shall automatically cease and terminate (B) the word fee as used herein shall have the same meaning as dues. Upon payment of dues, new membership card and copy of By-Laws. Active members shall receive membership and metal association tags for drilling equipment upon payment of dues. Additional tags may be purchased at a fee provided by the board of directors.
ARTICLE IV - RELATIONS WITH NGWA
Section 1- Designation. The Association shall annually request designation as an Affiliate State of the National Ground Water Association, Inc. (Herein after called NGWA), and shall establish and maintain the qualifications required for such designation.
Section 2 - Delegates. The Association shall elect Delegates to NGWA in such number as the Association may be eligible to elect.
Section 3 - Policy. The Association shall support and endorse positions which may be taken by NGWA on matters of local policy and shall endeavor to avoid adopting local policies inconsistent with any NGWA policy.
ARTICLE V - MANAGEMENT
Section 1- Eligibility. No person shall be eligible to be a Director unless he is a member or employed by a member in good standing of the Association and actively engaged in the water well industry any Director shall, during his term of office, cease to be a member or employed by a member in good standing of the Association or actively engaged in the water well industry, he shall thereupon cease to be a director.
Section 2 - Powers and Duties. The Board of Directors shall have power to make rules for carrying on the work and government of the Association not inconsistent with these By-Laws; to elect the officers of the association; to fill vacancies which may occur during the term of any officer; to engages and discharge employees and agents of the Association, including an Executive Secretary, and fix their compensation; to have charge of air property and assets of the Association; and to do all other lawful acts necessary and proper to carry on the business of the Association.
Section 3 - Responsibilities. The Board of Directors shall be responsible to the members for its conduct of the business and affairs of the Association and shall report to the members, at each Annual or Special Meeting thereof the activities it has undertaken or directed the officers or the Executive Secretary to undertake.
Section 4 - Quorum. A majority of the Board of Directors shall constitute a quorum. Any number less than a quorum may adjourn a meeting.
Section 5 - Election. The officers shall consist of a president, vice president, a secretary and a treasurer. These officers together with the retiring president, three directors-at-large, four area directors, plus one director from each local plus three directors form suppliers or technical divisions shall constitute the Board of Directors.
(A) For the purpose of electing directors, the State shall be divided into four districts. The area north of St. Rd. 28 and west of U.S. 31 shall constitute District No.1; the area north of the St. Rd. 28 and east of U.S. 31 shall constitute District No.2; the area south of St. Rd. 28 and east of U.S. 31 shall constitute District No.3; and the area south of St. Rd. 28 and west of US. 31 shall constitute District No.4. One director shall be selected from each of these four districts, and three directors shall be designated Directors-at-Large, and may be chosen from any geographical area of the state.
(B) The officers and area directors shall be elected for a one year term at a stated or called meeting. The three Directors-at Large shall be elected in such a manner that the term of one director shall expire each year after serving three years and a new three-year director shall be elected in his place.
Section 6 . Chairman of the Board of Directors. The President of the Association shall be Chairman of the Board of Directors and shall preside at all meetings of the Board of Directors.
Section 7 - Meetings. The Annual Meeting of the Board of Directors shall be held immediately following the adjournment of each Annual Meeting of the Members. Special Meeting of the Board of Directors may be called by the Chairman, or by any two members of the Board of Directors.
Section 8 - Notice of Meeting. Notice of each Annual Meeting of the Board of Directors shall be given by the neither Executive Secretary not less that ten (10) nor more than thirty (30) days before the date of the meeting. Notice of Special Meetings shall be given by the Executive Secretary at least five (5) days before the meeting. Notice shall be sent by mail to the last known mailing address of each Director, except that in the case of a Special Meeting notice may be sent by telegraph. Each such notice shall specify the purpose , for which such meeting, Annual or Special, is being held. Meetings of the Board of Directors may also be held upon waiver of notice by all Directors.
Section 10 - Mail Ballot. Any action which may be taken at any meeting of the Board of Directors may be I taken without a meeting by mail ballot; provided, however, that consent or sent in writing, setting forth
the action so taken, shall be signed by no less than three-quarters of the Directors entitled to vote with respect to the subject matter thereof.
ARTICLE VI - DUTIES OF OFFICERS
Section 1- The President shall be the chief executive officer of the corporation. He shall preside over all meetings of the board, and of the members. He shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the board are carried into effect. He shall ex-officio member of all standing committees and shall have general powers and duties of supervision and management usually vested in the office of president of a corporation.
Section 2 - The Vice-President shall perform the duties and exercise the powers of the president during the absence or disability of the president.
Section 3 - The Secretary shall attend all meetings of the members and of the board of directors, and of the executive committee, and shall preserve in books of the corporation true minutes of the proceedings of all such meetings. He shall safely keep in his custody the seal of the corporation and shall nave authority to affix same to all instruments where its use is required. He shall give all notices required by statute, by law, or resolution. He shall perform such other duties as may be delegated to him DY the board of directors or by the executives committee. The secretary shall maintain a petty cash fund in an amount set forth by the board of directors.
Section 4 - The Treasurer shall have custody of all corporate funds and securities, and shall keep in books belonging to the corporation full and accurate accounts of all receipts and disbursements. He shall deposit all moneys, securities, and other valuable effects in the name of the corporation in such depositories as may be designated for the purpose by the board of directors. He shall disburse the funds of the corporation as may be ordered by the board, taking proper vouchers for such disbursement, and shall render to the president and directors at the regular meetings of the board, and whenever requested by them, an account of all transactions are treasurer and of the financial conditions of the corporation required by the board he shall keep in force, a bond in form, amount and with a surety or sureties satisfactory to the board, conditioned for faithful performance of the corporation in case of his death, resignation, retirement, or removal from office, of all books, papers, vouchers, money and property of whatever kind in his possession or under his control belong to the corporation.
Section 5 - Directors:
(A) Power to appoint other officers: The board of directors shall have the power to appoint such officers and agents as the board may deem necessary for transaction of the business of the corporation.
(B) Removal of officers and agents: Any officer or agent may be removed by the board of directors whenever, in the judgment of the board, the business interest of the corporation will be served thereby.
(C) Power to require bonds: The board of directors may require any officer or agent to file with the corporation a satisfactory bond condition for faithful performance of his duties.
(D) Compensation: The compensation of directors, officers, and agents may be fixed by the board.
ARTICLE VII - ASSOCIATION MEETINGS
Section 1- Annual Meeting. The annual Meeting of the Association shall be held in the (spring) of each year on such date and at such place as the President, with the advice of the Board of Directors shall designate. Special Meetings. Social meetings of the Association may be called by the President in his discretion, and shall be called by him upon receipt of written requests therefore from 25 percent of the qualified members.
Section 3 - Voting. No member shall be qualified to vote who is determined by the Executive Secretary to be in default of any obligation due and owing to the Association, a majority of the members shall constitute a quorum. Any lesser number may adjourn a meeting.
Section 4 - Notice. The Executive Secretary shall give written notice of meeting by mail to all members no less than twenty (20) nor more than forty (40) days prior to the date of each annual meeting, and not less than (7) nor more than fourteen (14) days prior to the date of any special meeting.
Section 5 - Dues. Annual dues rates for Contractors Division Members shall be prescribed by the Contractors Division members of the Association at any meeting of the Association. Annual dues rates for members in other Divisions shall be as prescribed by the Board of Directors.
Section 6 - Convention. The new board of directors shall fix the time and place of holding an annual convention, at which manufacturers, jobbers and retailers shall be encouraged to exhibit such lines of products as would be of interest to the members of the association, selling space of exhibits and advertising space in the convention program. Unless the board directs otherwise, the secretary shall have charge thereof including the program and annual banquet; and in event a convention committee is appointed by the board, the secretary shall be a member thereof.
ARTICLE VIII - COMMITTEES
Section 1- Standing Committees. The Standing Committees of the Association shall be as follows:
(a) Finance Committee
(b) Specifications Committee
(c) By-Laws Committee
(d) Nominating Committee
(1) Consist of 3 immediate past presidents
(e) Convention Committee
(f) Membership Committee
(g) such other Standing Committees as the President may from time to
time appoint.
Section 2 - Duties. The Standing Committees shall perform such duties as the President or the Board of Directors may from time to time direct.
Section 3 - Committee Membership. The President shall appoint the members of all Committees of the Association.
ARTICLE IX - AMENDMENTS
Section 1- Power. These By-Laws may be amended by a two-thirds vote of the members.
Section 2. Presentation. Amendments to these By-Laws may be proposed by the Board of Directors or by any ten members; Provided, however, that no amendment may be considered by the members written notice of which is not given to the Executive Secretary not less than fourteen (14) nor more than thirty (30) days before the date of the meeting which consideration of the proposed amendment is sought.
Section 3 - Notice. Notice of any proposed amendment of these By-Laws shall be given by the Executive Secretary not less than seven (7) days before the date of the meeting at which, consideration of the proposed amendment is sought.
ARTICLE X - LOCAL ASSOCIATIONS
Section 1 - This corporation retains all the rights and benefits of the organization as it existed in the voluntary association of the Indiana Ground Water Association and as a part of its purpose and for the benefit of such members as may wish to enjoy the advantages and privileges of membership in a local association, this organization makes the following provisions:
(A) any seven or more active members in this organization with their annual dues paid may petition the secretary for a charter of a local association. The secretary will report to the board of directors any petition receives, who shall have the authority to grant the charter and to designate the local association by number.
(B) Each local association may elect its own officers and provide its own rules and regulations not inconsistent with the purposes and functions of this organization as expressed in its Articles of Incorporation and bylaws, and in the event of any controversies and grievances may submit the same to the board of directors, whose decision shall be final, including authority of this organization to remove from membership any member of any local, provided, however, the member shall first have an opportunity to present his case before the board of directors at a regular meeting or one duly called for that purpose.
(C) The Board of Directors of this association shall have fill power and authority over all local associations, including the revoking as well as granting charters. They may at their discretion, declare a local inactive when it has failed to maintain the minimum paid up membership, and/or failed to hold at least four meetings during its fiscal year. Upon such declaration by the Board of Directors at a regular or special meeting of said Board, the local affected shall be notified and it shall immediately turn over to the State Association any property, including money in its possession.
(D) Each Local Association shall be allowed one director to sit on the Board of the Indiana Ground Water Association. This director in addition to being a paid up member of his Local, shall also be a member in good standing of the State Association. He may attend all meetings of the State Board of Directors and shall have a fill vote in the proceedings thereof.
(E) The Secretary of each Local shall furnish the State Secretary with a copy of the minutes of each Local meeting within 90 days after such meeting.
