Northwest Bottled
Water Association
Bylaws

Article I - Name

The name of the association shall be the Northwest Bottled Water Association. The letters NWBWA may serve in lieu of the full name.

Article II - Objective

The purpose and objectives of the Association shall be:

1. To promote legislative and regulatory action to ensure quality and purity standards for bottled water.

2. To pursue and cooperate with all government agencies for the advancement of standards which affect the bottled water industry.

3. To establish and promote educational programs for the membership.

4. To encourage communication between all industry members with regard to programs, projects and regulation affecting the bottled water industry.

Article III - Membership

Section 1.

Membership in the Association shall be in the categories of Bottler/Distributor and Supplier/Associate.

Section 2.

Bottler/Distributor membership shall be any firm or corporation engaged in the bottling, packaging, delivery, or distribution of bottled or vended water.

Section 3.

Supplier/Associate membership shall be any firm or corporation engaged in the sale of equipment, supplies, or service to the bottled water industry or anyone interested in, but not actively engaged in, the bottled water industry.

Article IV - Officers

Section 1.

The officers of the Association shall be: President, Vice President, Secretary, Treasurer and VP Executive Director.

Section 2.

The officers shall be elected every two years by the active membership and each elected officer shall be a member of the active membership.

Section 3.

The officer’s term of two years will commence the Monday following the spring meeting of the association during odd years. All officers may serve additional terms in the same office. The directors may, by a majority vote, create other offices as they deem necessary. Any officer may be removed by a two-thirds vote of the Board of Directors. All officers shall serve without remuneration except for expenses incurred for association work approved by the Board of Directors.

Section 4.

The officers shall be nominated and elected by the active membership. Nomination and election may be by mail ballot and/or at an announced membership meeting.

Section 5.

The election process, by mail ballot and/or at an announced meeting, will
have been completed by the last business day of the spring meeting of the association.

Section 6.

The above officers shall constitute the Executive Committee and act and conduct the business of the association in accordance with the bylaws and in conjunction with the Board of Directors.

Section 7.

The duties of the officers of the Association are as follows:

a. President: Shall preside over all the meetings of the
Executive Committee, Board of Directors, and membership, appoint such committees as deemed necessary and serve as an ex officio member of all the committees. The President shall be the chief executive officer of the organization. He/she shall be responsible for the public relations activities of the Association.

b. Vice President: Will serve in the absence of the President. Succeed the President should he/she not be able to complete the term of office. He/she will serve as chairperson of the annual meeting and act as technical liaison to the IBWA and the Association. He/she will develop membership in the Association.

c. Secretary: Shall be responsible for all official correspondence of the Association. Keep or review minutes of meetings of the Association and the Executive Committee.

d. Treasurer: Shall maintain or review such financial records as necessary or required by law and shall review the financial condition of the organization. He/she shall give an annual report to the membership on the financial status of the organization.

e. VP/Executive Director: Shall maintain the office of the NWBWA. Keep and maintain all records required to operate and comply as a non-profit corporation. Keep and maintain all tax and financial records. Bill and assess all membership dues, prepare P&Ls quarterly reports for the Board of Directors. Plan and execute conventions, meetings, and educational seminars. Act as a liaison to the IBWA, state and local agencies along with the Executive Committee. Act as the managing agent coordinator and publication editor. The Executive Director is under a compensated contract approved by the Board of Directors.

Article V - Board of Directors

Section 1.

a. The Board of Directors of the Association shall have supervision, control, and direction of the affairs of the Association, shall determine its policies or changes within the limits of the Bylaws, shall actively pursue its purposes and have discretion in the disbursements of its funds. It may adopt such rules and regulations for the conducting of business as shall be deemed advisable and appoint or retain such agents as it may consider necessary.

b. The Board of Directors may hire consultants, advisors, or an executive director to help conduct the business and pursuits of the Association as deemed necessary and in the best interest of the Association.

Section 2.

The Board of Directors shall consist of the Executive Committee plus seven (7) directors elected from the membership, however, no more than three (3) supplier/associate member directors, and no more than two (2) directors from any one corporate member firm shall serve on the Board at any given time. No more than one (1) corporate member director shall serve on the Executive Committee at any given time. If a director terminates his/her election or said firm leaves the association, the director may serve out his term with the Board approval or the directorship shall be terminated and the vacancy shall be filled by the President with the majority approval of the Executive Committee. The immediate past President shall serve as a director for two (2) years upon completion of his/her term as President. Members of the Board shall serve without compensation.

Section 3.

All directors (except those chosen to fill vacancies on the Board) shall be elected to serve two year terms commencing the Monday after the spring meeting of the Association. The directors shall be nominated and elected by the active membership. Nomination and election may be by mail ballot and/or at an announced membership meeting. Any director shall be eligible for re-election.

Section 4.

The election process, by mail ballot and/or at an announced membership meeting, will have been completed by the last business day of the spring meeting of the Association corresponding to the end of his/her term.

Section 5.

A director may be removed from office by the affirmative vote of two-thirds of the voting members of the Association.

Section 6.

The Board shall meet at the time and place of the Annual Meeting and at least one additional time during the year. Special meetings shall be held at the call of the President or upon demand of a majority of the directors. Notice of all regular meetings of the Board shall be made at least fifteen 15) days in advance. Special and regular meetings shall be open to all members of the Association.

Section 7.

A majority of the Board shall constitute a quorum at any meeting of the Board.

Section 8.

An officer or director who misses more than one Board of Directors  meeting or General Meeting shall be subject to removal from the Board. Removal may be subject to appeal. The Board shall appoint a replacement to fill any vacant positions.

Article VI - Committees

Section 1.

The President may appoint such committees as may be necessary or required for the operation and conducting of business.

Section 2.

Each committee of the NWBWA will be chaired by an officer or member of the Board of Directors.

Section 3.

The Executive Committee shall be composed of the President, Vice President, Secretary, Treasurer and VP Executive Director. The immediate past President shall serve as an advisor to the Executive Committee for two years immediately after his/her term of office.

Article VII - Dues

Section 1.

The annual dues for the Association shall be determined by the Board of Directors and shall be payable on January 1st each year.

a. Bottler Member Dues
b. Supplier/Associate Member Dues

Section 2.

The financial year of the Association shall begin January 1st and terminate December 31st.

Section 3.

Assessments may be levied against members of the Association by a majority vote of the active membership by mail ballot or by a two-thirds vote of the Board of Directors.

Article VIII - Meetings

Section 1.

The Annual meeting of the membership of the Association shall be held at a time and place to be determined by the Board of Directors. Written notice of the meeting shall be given to the members at least thirty (30) days prior to such meeting.

Section 2.

Special meetings of the Association may be called by the President with the majority consent of the Board of Directors or by written request of thirty (30) percent of the active membership. Such meetings shall be called within thirty (30) days after receipt of such a request or vote. Written notification shall be at least fifteen (15) days prior to the meeting.

Section 3.

At any meeting of the membership a simple majority shall be considered a quorum.

Article IX - Dissolution

Section 1.

The Association shall use its funds only to accomplish the objectives and purposes specified in the Bylaws, and no part of said funds shall inure, or be distributed to members of the Association except for approved expenditures. On dissolution of the Association, any funds remaining shall be distributed to one or more qualified charitable, educational, scientific or philanthropic organizations to be selected by the Board of Directors.

Article X - Amendments

Section 1.

Upon proposal of the Board of Directors, these Bylaws may be amended, repealed or altered, in whole or in part, (a) by a two-thirds vote at any meeting of the Association, or (b) by approval of two-thirds of the members through mail votes as provided elsewhere within.

Phone: 503.661.5075 Fax: 503.665.7702
©2004 NWBWA, PO Box 66622, Portland, OR 97290