Inter-American Water Resources Network
By-LawsArticle I – Organization Name and Location
1.1. This organization shall be known as the Inter-American Water Resources Network (IWRN)
1.2. The principal office and headquarters of the IWRN shall be located in the Secretariat offices. The operating office and headquarters of the IWRN shall be determined by the IWRN Board of Directors.
Water resources in the Americas are well managed in an integrated, collaborative, and sustainable manner
MissionTo enhance sustainable integrated water resources policies and management in the Americas by providing an inclusive and collaborative environment among individuals, organizations, and governments.
Goals- To support the advancement of the state of affairs of water policy in the Americas
- To serve as a catalyst for the implementation of water resources-related agreements and their goals approved at summits and international venues
- To achieve active involvement of IWRN members in every country of the Americas
- To become an important and accessible provider of water resources information
The IWRN is a non-for-profit membership organization composed of individuals, organizations, and governments.
Membership is open and without regard to age, color, creed, disability, gender, nationality, race, sexual orientation, or political affiliations.
The IWRN membership is composed of individuals, organizations, and governments. They are bound by their common interest in fulfilling the Mission and Goals of the IWRN and contributing to its programs and activities.
4.1. Individual Membership: any individual with an interest in land, water, and water-related resources, a commitment to the mission, goals, and objectives of the IWRN, and willingness to actively participate in and support IWRN programs. Individual members will be listed in the IWRN directory under their own names.
4.2. Organizational Membership: Organizations must appoint representatives to participate in IWRN activities. There can be only one "official" organizational member representative. Organizational members shall be listed in the IWRN directory under the business name of their organization. Interested individuals, other than the official representative, in an Organization may join the IWRN as Individual Members and represent themselves as individuals. The following may request organizational membership.
4.2.1. Non-governmental organizations and professional societies.
4.2.2. Academic institutions and research centers
4.2.3. Private sector for profit organizations, companies, corporations, and consulting firms.
4.2.4. International or Regional intergovernmental organizations
4.3. Governmental Membership: National government representatives are nominated as Focal Points of IWRN. Governmental institutions, other than the Focal Point, can be members of IWRN, but they cannot represent their respective countries nor can they vote, nor be elected to the governing bodies.
National or government funded academic or research institutions are not considered governmental institutions and do not fall under this category.
IWRN Focal Points are nominated by sending a letter requesting such a designation through their foreign ministries and their Organization of American States (OAS) Mission to the Secretary General of OAS. There can only be one official Government Member from each country. OAS will provide the IWRN Secretariat with copies of such letters that it receives from national governments. For countries in the region that are not part of OAS, application for membership may be submitted directly to the Secretariat[DM1] .
4.4. Application Procedure: Applicants for membership in IWRN must submit a membership application form to the IWRN Secretariat for review and approval.
4.5. Voting: All members of IWRN in good standing are eligible to vote and hold office, except Governmental institutions, other than the Focal Points. Organizational members, as such, are entitled to one vote per organization.
4.6. Duties of members
a) Participate on Committees and in meetings and activities of the IWRN to the extent possible.
b) Provide constructive advice on the operations and activities of the IWRN to the Board of Directors and Secretariat by responding to requests of the Chair and the Executive Secretary for information.
c) Submit organizational news, other water-information, and news of their own activities to the Secretariat for the exchange with others.
d) Disseminate news of IWRN activities within their organizations and networks and solicit participation in IWRN sponsored meetings.
e) Additional duties that may be required for the advancement of IWRN.
4.7. Membership Requirements: the Board of Directors shall establish eligibility requirements for membership in IWRN. The IWRN Secretariat shall apply them and maintain and up-to-date Directory of members in good standing.
4.8. Membership Dues: The Board of Directors may establish a schedule of annual dues for the different types of membership. Members must pay such dues as are established by the Board of Directors to remain members “in good standing.” The Board of Directors, under certain conditions, may decide to waive dues for specific types of membership and/or special cases.
4.9 Denial of Membership: Upon recommendation by the Executive Secretary and a two-thirds (2/3) majority vote of the Board of Directors the membership of an IWRN member may be denied or revoked for the good of the IWRN
5.1. The IWRN will have the following governance structure:
- General Assembly
- Board of Directors
- Executive Committee
5.2. General Assembly
The General Assembly of the IWRN constitutes the entire membership of the IWRN. Each member of the General Assembly has one vote in elections of members of the IWRN Board of Directors and on other issues that are brought to the General Assembly by the Board for approval. Voting in the General Assembly can be done electronically or by mail, as agreed upon for each voting case.
5.3. Board of Directors
The government and management of the IWRN shall be vested in an elected Board of Directors.
The Board of Directors shall consist of up to 25 individuals elected by the Members in accordance with the rules of representation of the IWRN regions (the basic geographical areas in the Americas are: North, Central, South, and Caribbean) and sectors (five positions from Government Focal Points; up to four positions from each of the following: NGO's, Academic and Research Institutions, Corporations, and Members at Large; and up to four positions for international/regional agencies) established by the Board. Directors shall hold office for the term elected or until successors are elected and qualified[DM2] , but not to exceed six months beyond the end of the term. When an organizational or governmental member is elected to the Board of Directors, its representative will serve on the Board for the corresponding term. If the government or organization changes its representative, this entity looses its position in the Board and this position is taken by the corresponding sectoral alternate.
Directors and Officers serve as persons and represent their respective sector.
Members of the Board of Directors have equal voting rights.
The Chairman of the Board will not vote unless there is a tie.
5.4. Election of Directors: Three months prior to the expiration of the term, elections will be held to elect one-third (1/3) of the Board to three (3) year terms by IWRN Members. Voting shall be by a method established by the Board. Terms of office for Directors shall expire at the close of business on December 31st of each year[DM3] .
5.5. Power to Elect Officers who constitute the Executive Committee: The Board of Directors shall elect five officers (Chair, Vice-chair, Financial Officer, Secretary, and a Fifth Officer to Constitute the Executive Committee) to two (2) year terms from a slate of candidates prepared by the Nominations Committee. The Board will elect replacements to Officers whose terms expire at the end of the year, or who need to be replaced because they resigned, or if they have finished to represent their government or organization.
5.6. Nominations Committee: the Chair shall appoint annually the chair and at least three members (including the chair) of a Nominations Committee. The Committee shall prepare a slate of candidates for election to the Board by IWRN members and a separate slate of candidates for election of Officers by the Board of Directors, at least thirty (30) days before each election process begins. The nomination of each candidate shall be accompanied by (1) a short (one paragraph vita and experience relevant to the IWRN Mission and activities, and (2) a personal statement of what the candidate hopes to accomplish on the Board of Directors or as an Officer of the Board. Candidates for the Board of Directors must be IWRN members in good standing; Candidates for Officers must be a current member of the Board or have past experience as a member of the Board. In preparing a slate of candidates for the Board of Directors, the Nominations Committee should aim at providing balanced representation from each of the IWRN regions and sectors, in accordance with the rules or representation of IWRN.
5.7. [DM5] Voting: To exercise the right to vote, member should be in good standing. In the General Assembly, each member has a vote, except government organizations others than Focal Points. Proxies may be given to another IWRN member.
In the Board of Directors, every member shall be entitled to one vote, in person, upon every motion properly submitted to vote at any meeting of the Committee. Proxies may be given to another member of the Board in writing. Motions shall be passed by a 50 percent majority vote.
5.8. Executive Committee: The Executive Committee is composed of the five Officers of the Board of Directors. The Chair of the Board of Directors chairs the Committee. The Chair of the Foundation for Inter-American Dialogue on Water Management, the Chair of the next Inter-American Dialogue, and the Executive Secretary are ex-officio members of the Committee with a voice but not vote in the deliberations of the Committee. The responsibilities of the Executive Committee include review of an annual budget for the IWRN, plans for fund raising, oversight of the Secretariat, coordination of Committee activities, and the day-to-day management of the IWRN. Vacancies on the Executive Committee shall be filled by election by the Board of Directors.
5.9. Removal of Board of Director or Executive Committee Members: Any member of the Board or the Executive Committee may be removed by the Board of Directors whenever, in the judgment of a two-thirds (2/3) majority of the Board, the best interest of the organization will be served. The non justified absence in two consecutive, or three non consecutive Board Sessions in a term automatically excludes such member from the Board. The non justified absent in two consecutive or three non consecutive Sessions of the Board or Executive Committee combined, automatically excludes such Officer from the Executive Committee.
5.10. Term of appointment: The members of the Board of Directors shall by elected by majority vote by the General Assembly for three (3) year terms. The terms of office shall be staggered so that all officers do not go off the Board at the same year. Officers may serve two consecutive terms after which they must go off the Board for one year before they may be re-elected.
Article VI – Secretariat
6.1. The IWRN Secretariat organizes and implements the programs of the IWRN in collaboration with IWRN members. The Secretariat is supported by staff of member organizations detailed to assist the IWRN, independent contractors, and services-in-kind contributed by members of the IWRN.
6.2. Executive Secretary: The activities of the Secretariat are supervised by an Executive Secretary who is an employee of the IWRN Board of Directors. The Executive Committee is responsible for recruiting and interviewing candidates for the position of Executive Secretary and for recommending a candidate to the Board of Directors for approval. The candidates to the position of Executive Secrtatary should be recruited through an open international call
6.3. Supervisory Controls: The Executive Secretary reports directly to the Chair of the IWRN Board of Directors. The Executive Committee provides day-to day guidance and oversight for implementation of the policies of the Board of Directors and is responsible of an annual performance review of the Executive Secretary.
6.4. Responsibilities and Duties: The Executive Secretary of the Secretariat has wide latitude for the scheduling and execution of programs and activities of the IWRN including the hiring and firing of subcontractors and employees and the supervision of staff provided as services-in-kind by IWRN member organizations.
6.4.1. Duties of the Executive Secretary include:
a) Supervision and direction of staff assigned to or hired by the Secretariat
b) Scheduling and coordination of IWRN programs and activities
c) Preparation of meeting agenda of the Board of Directors and Management Committee in consultation with the Chair and Secretary
d) Assisting in the planning and implementation of the Inter-American Dialogues
e) Preparation of an annual report on the activities of the Secretariat to the Board of Directors
f) Preparation of an annual budget for the IWRN in consultation with the Chair and Treasurer
g) Preparation of an annual fund raising plan in consultation with the Chair, the Treasurer, and the chair of the Foundation for Inter-American Dialogue
h) Preparation of an annual work plan
i) Coordination of the operation of the IWRN internet communication system.
j) Promotion and marketing of IWRN
k) Manage the fiscal resources of IWRN including the receipt and disbursement of funds for IWRN programs and activities.
l) Other duties as assigned by the Management Committee and the Board of Directors.
Article VII – Honorary Advisory Council
7.1. Advice on IWRN programs is provided by an Honorary Advisory Council made up of individuals from the public and private sector that are committed to the mission, goals, and objectives of the IWRN. Advisory Council members are appointed by majority by of the IWRN Board of Directors for two-year terms from a slate of candidates submitted annually by the Nominations Committee. Council member terms are staggered so no more than half of the council members go off the Council each year. The Council may have a maximum of 15 members. Individuals appointed to the Honorary Committee are not necessary members of IWRN.
Article VIII – Board of Director's Meeting
8.1. Annual Meetings: The annual meetings of the Board of Directors shall be held at such times and places as authorized by the Executive Committee.
8.2. Other Meetings: Other meetings of the Board of Directors may be held from time to time as required to conduct the business of the IWRN at the call of the Honorary Advisory Council co-chairs or at the written request of 50 percent of the Executive Committee members.
8.3. Meeting Notices: Written notice of the annual or other meetings shall be mailed to each member of the Board of Directors at his/her usual place of business or residence at least thirty (30) days prior to the meeting
8.4. Order of Business: The agenda of the meetings shall be determined by the Secretariat, in consultation with the Chair, and distributed to the Board of Directors with the notice of meeting
8.5. Decision-Making: Decision-making shall be by consensus within the Board of Directors. Should a consensus not be obtained, any member of the Board may seek a vote of those present at the meeting. Each member on the Board is entitled to one vote. A majority of those voting will pass a motion properly submitted to vote.
Article IX - Executive Committee Meetings
9.1. Meetings: The Executive Committee may be held from time to time as required to conduct the business of the IWRN at the call of Chair or at the written request of 50 percent of the Executive Committee members. Meetings may by held by conference call or be electronic means.
9.2. Order of business: The agenda of the meetings shall be determined by the Secretariat, in consultation with the Chair, and distributed to Executive Committee members with the notice of meeting.
9.3. Voting: Every member of the Executive Committee, in good standing, shall be entitled to one vote, in person, upon every motion properly submitted to vote at any meeting of the Committee. Proxies may be given to another member of the Committee in writing. Motions shall be passed by a 50 percent majority vote except in the case of motions to remove members of the committee, which shall require a two-thirds majority vote.
Article X – Officers
10.1. The officers of the IWRN Board of Directors shall consist of a chair, vice-chair, financial officer, secretary, and fifth officer. These officers shall compose the Executive Committee.
10.2 Term of appointment: The officers of the Board of Directors that constitute the Executive Committee shall by elected by majority vote by the Board of Directors for two (2) year terms. The terms of office shall be staggered so that all officers do not go off the Board at the same year. Officers may serve two consecutive terms after which they must go off the Board for one year before they may be re-elected.
10.3. Duties of Chair:
a) Presides at all meetings of the Executive Committee, the Board of Directors, and General Assembly
b) Appoints the members and chairs of all committee, task force, and working group appointments, except members of the Executive Committee and Nominations Committee
c) Annually, nominates a chair and two additional members of the Nominations Committee for approval by the Executive Committee
d) Serves as ex-officio member of all committees
e) Carries out any decision-making authorities granted him/her by the Board of Directors
f) Performs all other duties usually pertaining to the Office of Chair
10.4. Duties of the Chair-Elect: Supports and assists the Chair in the execution of his/her duties
10.5. Duties of the Vice Chair: Supports and assists the Chair in the execution of his/her duties
10.6. Duties of the Secretary:
a) Serves as Secretary to the Executive Committee, the Board of Directors, and the General Assembly (when in session).
b) Prepares minutes of each meeting and maintain the records of the organization
c) Coordinates the preparation and organization of IWRN representation in other regional and international meetings in consultation with the Executive Secretary
10.7. Duties of the Financial Officer
a) Prepares an annual budget for the IWRN and presents it to the Board of Directors in consultation with the Executive Secretary.
b) Coordinates and assists in funding raising efforts for the IWRN and its meetings and activities in cooperation with the Foundation for the Inter-American Dialogue on Water Management.
Article XI– Committees
11.1. Standing Committees of the IWRN Board of Directors shall include:
11.1.1. Executive Committee: Responsible for managing the day-to-day affairs of the IWRN (see paragraph 5.8)
11.1.2. Nominations Committee: Responsible for developing slates of candidates for the Board of Directors, Offices, and members of the Honorary Advisory Council (see paragraph 5.6)
11.1.3. Dialogue Planning Committees – Responsible for planning, organizing, and executing Inter-American Dialogues at two or three year intervals will be assigned to separate Dialogue Planning Committees – one for each Dialogue -- whose activities will overlap in time. The Dialogue planning Committee is co-chaired by the General Chair of the next Inter-American Dialogue and the Chair of the Board of Directors. The Executive Secretary of the Secretariat and the Chair of the Foundation for Inter-American Dialogue on Water Management are ex-officio members of this committee. Other members include the Chair, International Program Committee for the Dialogue), and the Chair, Local Organizing Committee who are approved by the Board of Directors, and Chair, Fund Raising Committee. The Chair upon recommendation of the planning committee co-chairs may appoint other members. This committee will be established and hold its first meeting six (6) months before the current Dialogue is held for the purposes of selecting a site for the next Dialogue so that the location may be announced at the current Dialogue[DM6]
11.2. In addition to these standing committees, the Board of Directors may establish other committees, task forces, and working groups as may be deemed desirable or necessary in the furtherance of the IWRN's programs and activities. The Chair of the Board of Director's shall appoint the chairs and members of the committees to serve for such terms as the chair shall designate and serve at the pleasure of the chair.
Article XII – Fiscal Year
12.1. The fiscal year of the Board of Directors shall be the calendar year
Article XIII – Rules of Order
13.1. The latest edition of “Roberts Rules of Order” shall be the parliamentary authority for all matters of procedure not specially covered by these by-laws.
Article XIV – Amendments
14.1 The Board of Directors may later amend, revise, add to, repeal, or rescind these by-laws or adopt new by-laws at the pleasure of a two-thirds majority vote of all members of the Board provided that notice of the proposed amendments, revision, addition, repeal, or rescission of the by-laws or adoption of new by-laws shall have given at least thirty (30) days preceding the Board meeting at which such changes are to be considered.[DM7]
In order to ensure a smooth transition from the old IWRN structure to the new IWRN structure, the following steps will take place:
15.1. All members of IWRN must renew their membership and state their sector position in accordance with the rules of representation of IWRN regions and sectors. This process will take three month after the approval of the present by-laws.
15.2. The Secretariat will be a multi-agency supported entity established by an operational agreement between OAS, UNESCO, CES, and other organizations.
15.3. Upon completion of the three month period in which members of IWRN have renewed their membership, the Secretariat will call elections to the Board of Directors, no later than 45 days after the completion of the referred three month period.
15.4 During the first stage of the transition period, and until a new Board of Directors is elected, the former Executive Committee will act as the Board of Directors.
15.5. At the Inaugural meeting of the Board of Directors (formerly called the Executive Committee), one-third (1/3) shall be elected to a three (3) year term, one-third (1/3) to a two (2) year term, and one-third (1/3) to a one (1) year term by existing Board Members.
15.6. At the Inaugural meeting of the Board of Directors (formerly called the Executive Committee), the Board shall elect a Chair and Fifth Officer to a one (1) year term, a Vice-chair to a two (2) year term, a Secretary to a two (2) year term, and a Financial Officer to a (1) year term.
[DM1] What do we do about Cuba? This clause takes into account Cuba and other Caribbean islands that are not members of the OAS. It gives us a way to involve Cuba (and governments) without being too obvious. Of course that means Cuba votes for a Caribbean focal point member of the Board of Directors and could be elected a member of the Board. Would the other Caribbean members be concerned about this?
[DM2] This last clause provides for governance in the event that elections are not held for some reason. The IWRN regions are at the moment – North America, Central America, South America, and the Caribbean. By allowing the Board of Directors to define the number and geographic boundaries of the regions, the Board can provide in the future a better representation on the Board by national governments than provided by the four regions now used which favors North America.
[DM3] Thus, the transition from the current Executive Committee to the new Board of Directors will take three years to accomplish; i.e., a new fully elected Board will be in place in 2008 if the first elections are held in 2005. (People elected in 2005 will take office in 2006)
[DM4] The inclusion of a "Chair-elect position" is done to provide some sort of continuity of leadership over a four year period. If as might be expected, the vice-chair is elected chair-elect and then becomes chair, this provides a 6-period over which the individual would be involved in 2-3 Dialogues and other activities of IWRN. The Vice-chair position is a trail period to see how well the individual will function in a leadership role. If the Vice-chair does not meet Board expectations the individual simply leaves at the end of the term, in which case the Board will need to elect a good Chair-elect. Normally, the Chair—elect will succeed the Chair but this requires an action by the Board and is not automatic.
[DM5] This "balance" clause attempts to assure a "level playing field" on the Board without establishing quotas. Thus the Nominations Committee has some flexibility in developing a slate of candidates.
[DM6] This probably needs to be clarified – the intent is to establish a separate Dialogue Planning Committee for each Dialogue about 6-8 months before the current Dialogue is held. For example, in the next month or two, the IWRN would establish a Miami Dialogue Planning Committee for 2007 which would meet to soon to select a location (Miami) and appoint a General Chair (probably some one from the South Florida Water Management District. The activities of this committee would overlap with the Jamaica Dialogue Planning Committee. The Miami Committee would then meeting in Jamaica, have a display promoting the Miami Dialogue, and solicit participation, input, commitments, etc. in Jamaica. The point is to get us ahead of the curve in planning meetings. For example, hotels in cities like Miami need to be booked 3-4 years ahead for sizable meetings. The larger the meeting the farther ahead you must have a contract with the hotel.
[DM7] In a membership organization all members would be asked to vote on by-law changes and election of officers. This might be a "democratic" change to make down the road.