American Water Works Association

“The executive committee shall consist of the president, president-elect, immediate past-president, treasurer, six vice-presidents, council chairs, the chair of the water research foundation board of trustees, the chief executive officer serving as secretary in a nonvoting capacity, and such other nonvoting members as the board shall direct. Between meetings of the board of directors, the executive committee shall exercise the full powers of the board in matters which in the judgment of the executive committee must be acted upon before the next regular meeting of the board, except that the executive committee shall not act for the board in respect to explusion of members or take any action that will result in a change in the number of directors, nor shall the executive committee have the authority of the board of directors in reference to the following, within the meaning of the illinois general not for profit corporation act: (1) amending, altering, or repealing these bylaws, (2) electing, appointing or removing any member of the executive committee, any other board committee, or any director or officer of the association, (3) amending the articles of incorporation, (4) adopting a plan of merger or adopting a plan of consolidation with another corporation, (5) authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the association, (6) authorizing the voluntary dissolution of the association ore revoking proceedings therefore, (7) adopting a plan for the distribution of the assets of the association, (8) amending, altering or repealing any resolution of the board of directors which by its terms provides that it shall not be amended, altered or repealed by the executive committee, or (9) modifying, disapproving or withholding a reccomendation or report of a council of the association, which is presented to the executive committee for submission to the board of directors, or which requires board action, without reporting such action by the committee to the board with reasons therefore.”

“Members of the organization include individual members and organization members. There are two types of organization members; service provider members and utility members.”

“Members elect the section director of their respective section. Section directors are voting members of the board of directors.”

“The form 990 is prepared by a third party preparer and is reviewed by the audit committee. Board members are notified by e-mail and in person at the annual board meeting that the form 990 is available for review on-line before being filed with the irs.”

“Officers and directors annually complete a disclosure form. Conflicts with regards to contracts or transactions are disclosed prior to any meeting where action is required. These disclosures are reflected in the meeting minutes. Officers/ directors with conflicts are not allowed to participate in or discuss the matter and are not allowed to vote. Conflicts are dealt with at the board and management level.”

“A compensation (salary and bonus) review is conducted annually by the compensation committee for the chief executive officer. The compensation committee consists of the 3 presidential officers and the treasurer. In determining the compensation for the ceo, the awwa president (chair of the compensation committee) is provided (1) executive salary information including survey comparability data and (2) executive salary information from the form 990's of other associations to use as resources to determine salary and for discussion with the compensation committee. In determining the ceo's bonus, the compensation committee is provided with comparable market data and benchmarking information. In addition, the ceo's performance is reviewed by the compensation committee in relation to predetermined performance goals and objectives, prior to awarding a bonus. The executive committee ratified the decision of the compensation committee. This was last completed in 2024. For the payment of salary and bonuses for the deputy ceo and executive director of government affairs, a review was conducted in 2024 by the compensation committee and approved by the executive committee. The chief financial officer's compensation and bonus is determined by the ceo based on the review of predetermined performance goals and objectives. The executive committee reviews and affirms the ceo's recommendation.”

“Awwa's governing documents, financial statements, and conflict of interest policy are available to the public on awwa's website and upon request for a valid business purpose.”