ARTICLE 5. BYLAWS AND CERTIFICATE OF INCORPORATION
Section 1. Amendment by Board
These Bylaws may be amended by a two-thirds majority vote of the Board of Directors using the following procedure and with the following limitations to the Board’s authority.
- The Board may entertain a motion to amend these bylaws at any regularly scheduled meeting of the Board
- The Board Secretary will notify the voting class of Members no less than 20 days prior to a meeting at which action to amend the bylaws is proposed and on the meeting agenda. Members will have an opportunity to express an opinion of the proposed amendment.
- The posting of the minutes from said board meeting shall constitute notification of the results of the motion to amend the bylaws.
- If the motion is deemed with merit by the board it is moved to ongoing business and at the next meeting of the Board is read again, ( referred to as the ‘Second Reading”) discussed, and eligible to be called for a vote.
- The Board may not entertain a second reading of a motion to adopt, amend or repeal the bylaws for the following items without the prior approval of the voting members:
- Fix or change the minimum or maximum number of directors
- Increase or extend the terms of officers or directors
- Remove or amend the term limit of the directors
- Allow any director to hold office by designation or selection rather than by election by the voting members, beyond replacement of a mid-term director
- Increase the quorum for voting members’ meetings
- Repeal, restrict, create, expand, or otherwise change member’s voting rights
- Eliminate, disband or in any way suspend the Grievance Committee.
Section 2. Amendment by Members
New bylaws may be adopted, or these bylaws may be amended or repealed, by a two-thirds vote of all Members eligible to vote. Procedures for initiating such a change to the bylaws will be outlined in the Policy Manual. The Board of Directors will not hinder or interfere in any way with these proceedings.
Section 3. Certificate of Incorporation Amendment
The Certificate of Incorporation may be amended by a two-thirds majority vote of the Board of Directors. The Board Secretary will notify the voting class of Members no less than 20 days prior to the meeting at which action to amend the Certificate of Incorporation is proposed. Members will have an opportunity to express any opinion either in support or in opposition to the proposed amendment.
WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS
We, the undersigned, are all the initial directors in the Certificate of Incorporation of Breastfeeding USA, Inc., a New York State nonprofit organization, and pursuant to the authority granted to the directors by these bylaws to take action by unanimous written consent without a meeting, consent to, and hereby adopt the foregoing bylaws, as the bylaws of this corporation, on December 7, 2010.
Jolie Black Bear, President
Norma Ritter, Vice President
Patty Jacobs, Treasurer
Sharon Knorr, Secretary