Section 1. Board Role, Size, and Compensation
- The board is responsible for overall policy and direction of Breastfeeding USA, and may delegate responsibility of day-to-day operations to the committees and or staff.
- The board shall have up to thirteen (13), but no fewer than five (5) directors.
- The board shall serve without compensation except that board members shall be allowed and paid their actual and necessary expenses incurred in attending Directors meetings. In addition, they shall be allowed reasonable advancement or reimbursement for expenses incurred in the performance of their regular Board duties.
- Each director shall be at least eighteen years of age.
- A candidate for election to the Board must be a voting Member in good standing in Breastfeeding USA for at least six (6) months prior to the date of nomination.
Section 2. Terms
- All duly elected board members shall serve a term of three years. Each director shall hold office until the expiration of the term and until a successor has been elected and or until one’s resignation or removal.
- Directors may be removed for cause, which may include, but is not limited to nonfulfillment of duties as required by these bylaws, misconduct, theft or misrepresentation of our organization, all by majority vote of the board members.
- Directors may serve up to two consecutive terms. A director seeking a second term shall run for reelection.
- Any board member that completes two consecutive terms must wait two years before running for the Board of Directors again.
- If a director is not able to fulfill his/her term of office, the board shall appoint an interim member, giving first consideration to the most recent election candidates. Individuals who are ineligible to run for Board of Directors positions under Section 2 c above may not be appointed as interim Board members. Board appointments will be announced to the voting members within 30 days of the decision.
- If the interim board member serves a term of less than two (2) years, that term will not count as a first term, and the board member will subsequently be eligible to serve for two consecutive full terms.
Section 3. Meetings
- The board shall meet at least twice each year, at an agreed upon time and place. An official board meeting requires that each board member be given written notice at least 30 days in advance through normal board communication methods. Board meetings may be held in electronic format. The board meetings are open to voting members for observation only, with the exception of meetings in closed session. Voting members may attend a closed session by invitation of the board. Minutes shall be accessible to the general membership, with the exclusion of closed sessions.
- A quorum is reached when at least 66% of the seated directors are present. No business of the organization may be conducted in the absence of a quorum, and the only action shall be to adjourn the meeting. The Directors present at a meeting in which a quorum is initially present, may continue to do business notwithstanding the loss of the quorum due to a withdrawal of Directors from the meeting, provided that any action taken thereafter must be approved by at least a majority of the required quorum for the meeting.
- The Board may take action and conduct the business of the organization by unanimous written consent without a meeting.
- The Board shall conduct business using Democratic Rules of Order. The board shall make every effort to make decisions by consensus and using civil discourse. If consensus is not achieved and an issue before the board is time sensitive, the board will vote on the issue. Minutes shall note the vote and the result. If matters are not time sensitive, they will be held over for further discussion at a later date, and shall be placed on the agenda of the following regularly scheduled meeting of the board, under old business. If consensus is not reached on old business items, the President may call for a motion, directors may make a motion and will vote on the issue.
Section 4. Board Elections
- Six (6) months prior to an election, the Board shall appoint an Election Committee Chair who shall have the duty to gather no fewer than three committee members, none of whom may be candidates for director. The committee shall conduct the search for qualified and eligible board candidates, accept nominations of candidates, and conduct a fair and open election which will culminate and be certified by the Inspectors of the Election at the Annual Meeting of Breastfeeding USA.
- Ballots shall be made available to all voting members, no later than thirty (30) days prior to the Annual Meeting. Ballots and all relevant candidate information shall be distributed in a format that allows all members access. Candidates may only campaign for votes among the members through approved methods, as outlined in the Breastfeeding USA Policy Manual.
- Voting members will be provided a means to cast their votes confidentially.
- Returned ballots will be confidential and shall be retained for further inspection for a period not less than one year and remain in the custody of the Inspector of the Election.
- Inspector of the Election shall be appointed by the Election Committee and be responsible for the accuracy and certification of the Board election results. Certification entails verifying that the paper and electronic ballot count for each director is accurate and that ballots were cast solely by eligible members. The Inspector will certify the election results in writing and will provide these to the Chair during the Annual Meeting of the organization. The Inspector shall remain neutral throughout the election process, neither campaigning, nor showing favoritism for a particular candidate. A current, acting or interim Board member may not serve in this position.
- Newly elected board members shall take their seats on the board the first day of the month following the election, October 1. Outgoing Board members will relinquish their positions the last day of the month of elections, September 30.
Section 5. Board Officers
Officers of the Board of Directors shall be a President, Vice-President, Secretary and Treasurer, nominated and elected by the board at the first meeting of the fiscal year. They shall be known as the Executive Committee. Any authority given to the Executive Committee shall be written in the Breastfeeding USA Policy Manual.
- The President
- Shall preside at all meetings of the board of directors
- Shall present at each annual meeting of the organization an annual report of the scope of work of the organization.
- May serve as the public spokesperson for the organization. Committee chairs not sitting on the Board of Directors will report directly to the president.
- Will ensure the work of the board moves forward to pursue the mission of Breastfeeding USA.
- The Vice-President
- Shall, in the event of the absence or inability of the President to exercise the office, become acting president of the organization with all the rights, privileges and powers of the office.
- Shall be a partner to the President, to achieve the mission of Breastfeeding USA.
- The Secretary
- Shall keep and maintain all records and files as may be required in the conduct of business of the board.
- Shall record the minutes of all board meetings, including actions taken by the board in closed sessions.
- Shall act as the official custodian of these Bylaws, the Certificate of Incorporation, all current and past records of any amendments or changes of the documents of the organization and oversee the filing and record keeping of all corporate legal documents.
- Shall oversee the maintenance of the roster of voting members of the organization.
- Shall attend to such correspondence as may be assigned.
- The Treasurer
- Shall have the care, custody and responsibility of all monies or securities belonging to the organization.
- Shall make a report of the organization finances at each board meeting, which shall be affixed to the minutes.
- Shall chair the finance committee, assist in the preparation of the budget, and help develop fundraising plans to support the organization’s mission.
- Shall, in the context of financial best practices and transparency, make financial information available to board members and the public.
- Shall oversee the filing and record keeping of all corporate financial documents.
Section 6. Indemnification of Officers
Every director, officer, and agent of the Organization shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed in connection with any proceeding to which the director may be or have been made a party, or in which she/he may become involved, by reason of being or having been a director, officer, or agent of the Corporation, except in such cases where the director, officer or agent is found guilty of willful misfeasance or malfeasance in the performance of one’s duties by a court of law.
Section 7. Conflict of Interest
- Any member of the board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily recuse him/herself and will refrain from discussion and voting on said item. This action will be fully documented in the minutes.
- The Breastfeeding USA Conflict of Interest Policy will be maintained in the Policy Manual. Annually, each board member will sign an acknowledgement of receipt of this policy.
Section 8. Committees, Professional Advisors
- The Board may appoint standing and ad hoc committees as needed. The Board may disband an ad hoc committee when the committee is no longer needed or necessary. Standing Committees and ad hoc committees may be: Breastfeeding Counselor Accreditation; Breastfeeding Resources and Information Department; Education; Finance; Funding and Development; Grievance; Member Services; Online Communications and Publications; and Volunteer Support. The Board reserves the right to appoint and remove the chairs of each committee, restructure committees or rename committees as needed.
- The Board may appoint and convene professionals from various medical, legal or organizational fields, to provide expert advice and guidance to the Board of Directors, and act as consultants to Board appointed committees and departments. The professional advisors will have no authority or obligations concerning the governing of this organization.
Section 1. Membership Classes
Breastfeeding USA will have a class of Voting Members with requirements and rights designated below. The Board may also designate classes of non-voting members.
Section 2. Eligibility for Voting Membership
Voting membership with its associated rights and privileges will be open to eligible volunteers who have met the criteria as outlined in the Breastfeeding USA Policy Manual and whose names and addresses are recorded in the roster of voting membership. Voting Members shall include accredited Breastfeeding Counselors and other volunteers making significant contributions to the organization beyond informal participation at the local level.
Section 3. Dues
Dues may be levied upon all voting members by the Board of Directors. The Board is authorized to set the amount of dues and make them payable at such times or intervals as the Directors may prescribe. To maintain voting rights, voting members must be current in payment of any membership dues levied by the organization or have received a waiver of dues payment at the discretion of the Board of Directors.
Section 4. Meetings
- Annual Meeting - A meeting of the voting members of the organization shall take place annually. The meeting shall be presided over by the President of the Board, or a chairperson designated by the Board of Directors. The specific date, time and location of the meeting will be designated by the chairperson. The voting members shall elect directors to the board, receive reports on the activities, direction and finances of the organization, and be provided an opportunity to address the board and membership. The Annual Meeting may be held in electronic format.
- Notice of meetings: Notice of the annual meeting shall be given to each voting member, not less than 30 days prior to the meeting
- Quorum: The members present at any properly announced meeting shall constitute a quorum.
- Voting: All issues to be voted on with the exception of the vote for Directors, and the provisions for amending the bylaws (Article 3 Section 4 and Article 5 Section 2) shall be decided by a simple majority of those present at the meeting in which the vote takes place, either by voice, by the raising of hands or by electronic ballot. The vote for Directors will be by secret ballot which may be cast at the annual meeting or previously through mail or electronically at the discretion of the board.
- Special Meetings- Special meetings may be called by the chair, the Executive Committee, or a simple majority of the board of directors. Voting members of the organization may also call a special meeting by presenting to the Board of Directors a petition signed by twenty percent (20%) of the voting members (electronic signatures are acceptable). Notice of special meetings shall be given to each voting member not less than 20 days prior to the meeting.
Section 5. Rights of Members
The rights, interests, and privileges of each voting member of this organization will be equal and further defined in the Breastfeeding USA Policy Manual.
Section 6. Termination of Membership
Membership in this corporation will terminate upon any of the following:
- Receipt by the Board of Directors of the written or verbal retirement or resignation of a voting member;
- Failure of a voting member to maintain the qualifications of membership as set forth in these Bylaws;
- Failure of a voting member to maintain agreed upon organizational standards and ethics as stated in the Policies which this corporation and its members have accepted.
Section 7. Grievances
The Board shall at all times maintain a standing Grievance Committee. Any person whose voting membership has been terminated by the Board, or has had membership privileges revoked by the organization, can request that the Grievance Committee convene in order to initiate a review of the actions taken, according to the provisions outlined in the Policy Manual. The services of the committee must be requested within 60 days of the action taken. Exceptions may be made upon appeal to the Grievance Committee.
A Nonprofit Public Benefit Corporation
ARTICLE 1. ORGANIZATION
Section 1. Name and Offices
- The name of the organization shall be Breastfeeding USA.
- The principal office of the corporation shall be in the County of Ontario, in the State of New York. The corporation may also have offices at such other places, within or without the state of New York where it is qualified to do business, and as the Board of Directors may from time to time determine.
Section 2. Purposes
- The purposes for which this corporation has been organized are as stated in the Certificate of Incorporation which may be amended as required.
- Breastfeeding USA, Inc. will provide evidence-based information and support, and promote breastfeeding as the biological and cultural norm. This is accomplished through a network of accredited breastfeeding counselors and comprehensive educational resources for the benefit of mothers and babies, families, and communities.
- Upon dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 3. Fiscal Year
The fiscal year of the corporation shall begin on July 1 of each year and end on June 30 of the following year.
Breastfeeding USA is a membership organization, incorporated in the state of New York and is committed to operating in accordance with best practices for non-profit organization management. The members of the Board of Directors are guardians of the mission of Breastfeeding USA and aim to build an effective and sustainable organization. They are responsible for establishing policies and practices that enhance the impact of Breastfeeding USA and strengthen the public’s confidence in the management of the organization. As a membership organization, the bylaws of Breastfeeding USA give the voting members, who include the Breastfeeding Counselors and national volunteers, certain rights and privileges. These include the right to nominate and vote for directors, influence or change policy, and attend board meetings.
Our governance documents include:
The Annual Reports are a snapshot of our first and second year’s accomplishments. The commitment of our dedicated and passionate volunteers, members and donors enabled Breastfeeding USA to stake a claim as a national mother-to- mother support organization. In these reports you’ll find the history of our founding and our accomplishments, the fiscal year financial reports, and the donor recognition listing.
Breastfeeding USA is a 501(c)(3) nonprofit organization as designated by the IRS.
Our EIN is 27-3310090.
Breastfeeding USA is primarily funded by membership and donations from individuals who support our mission – Please join.
The Breastfeeding USA Finance Committee is formed to:
- Ensure the financial health and sustainability of the organization
- Develop and execute financial plans that support the purpose of the organization
- Provide timely and accurate financial information for organizational decision-making
- Communicate financial plans and status to all stakeholders and educate stakeholders in financial matters relevant to the organization
- Ensure that the organization meets all government financial reporting requirements to protect the non-profit status of Breastfeeding USA.
Breastfeeding USA is committed to making its financial reports available for public inspection. The IRS Form 990 with accompanying schedules for each of our first three years as an organization are available below.
2012-13 IRS 990
2011-12 IRS 990
2010-11 IRS 990
Volunteer Breastfeeding Counselors are experienced breastfeeding mothers who have been accredited by Breastfeeding USA following completion of a comprehensive breastfeeding education program. They provide information and support to pregnant and breastfeeding mothers, in both one-on-one and group situations. Lactation experts with specialized resources are available to assist Breastfeeding Counselors and parents with unusual breastfeeding situations.
Community Chapters offer classes and informal meetings facilitated by volunteer Breastfeeding Counselors in order to share evidence-based information and provide opportunities for mother-to-mother support. Babies come right along with their mothers.
Website and Social Networking
Our website offers up-to-date, authoritatively reviewed information about breastfeeding and related topics, as well as news about the work of Breastfeeding USA. An Editorial Review Board ensures the quality of the website articles.
We actively communicate with the public via Facebook and Twitter. Social networking affords many thousands of mothers the opportunity to discuss breastfeeding issues and share their experiences with one another 24/7.
Education and Training
We provide Breastfeeding Counselor Candidates with online core education modules that cover all aspects of breastfeeding and lactation. Breastfeeding Counselors are expected to keep up-to-date on current issues in lactation and must fulfill the annual continuing education requirement in order to maintain their accreditation with Breastfeeding USA. We provide our Breastfeeding Counselors with opportunities for continuing education, as well as ongoing support.
We offer services for individuals who join the Breastfeeding USA organization including a monthly newsletter, Breastfeeding USA Horizons, and an online discussion group. Members are provided opportunities to learn more about how we fulfill the Breastfeeding USA mission and are always the first to know about organization news and program developments.
We promote breastfeeding as the biological norm and collaborate with other organizations to encourage practices that promote breastfeeding as the cultural norm. We welcome volunteers to help us establish relationships with compatible organizations and build the foundations of our advocacy programs.
Support Our Programs
The mission of Breastfeeding USA is to provide evidence-based breastfeeding information and support, and to promote breastfeeding as the biological and cultural norm.
Breastfeeding USA, Inc. provides evidence-based information and support, and promotes breastfeeding as the biological and cultural norm. We accomplish this through a network of accredited breastfeeding counselors and comprehensive resources for the benefit of mothers and babies, families, and communities.
Patty is the past Project and Event Coordinator for an independent business association, where her responsibilities included marketing, bookkeeping, membership, website maintenance, events, and publicity. Patty was a breastfeeding counselor, accredited by La Leche League International, for 22 years, helping mothers in her community and holding administrative positions in volunteer accreditation, Leader support and events. Patty was the contributing editor of mother’s stories for New Beginnings Magazine for five years. She is a former member of the board of directors of La Leche League of Northern California and Hawaii. Patty is pursuing continuing education in nonprofit organizations and received a certificate in Non-Profit Management from California State University, East Bay. She has held the position of Treasurer in Breastfeeding USA and is active on the Social Networking, Education, Website, Publication, and Finance Committees. Patty and her husband John have been married for 35 years, and they have two grown daughters who were both breastfed. Her board term is through 2014.
Carol is a founding Breastfeeding Counselor of the Central Connecticut Chapter which opened in January, 2012. The Chapter is currently staffed by four Breastfeeding Counselors. A devoted advocate and educator, Carol has continually led breastfeeding support and information meetings for 27 years, including 25 years as an accredited La Leche League (LLL) Leader. As Coordinator of Leader Accreditation at LLL, Carol served two 5 year terms (10 years apart) on the LLL of Connecticut Board of Directors and 23 years in the Leader Accreditation Department working at local, regional, and national levels. Her essay, "Lactation Obfuscation," was published in the 1999 book, I Killed June Cleaver. She and her husband, Peter, have been married for 35 years. Among their five adult children they have one grandson, a regular guest at Carol’s Central Connecticut Chapter meetings. Carol joined the Breastfeeding USA Board of Directors in September 2012. Her term continues through 2015.
Genevieve is an expert on Breasfeeding legislation in California and advocate on the national level. She is an IBCLC and has provided mother-to-mother support for breastfeeding mothers since 2007.
Genevieve has served as a Director for two non-profit organizations and has extensive organizational experience. She was an associate music supervisor for more than 20 major motion pictures, overseeing multi-million dollar budgets with extensive contract negations with high profile celebrities. Currently she serves as the legislative policy advocate for BreastfeedLA (Breastfeeding coalition of Los Angeles) and has been working on several large public health grants to help with implementation of the Affordable Care Act.
Sharon grew up in the Buffalo area and received a BS in Medical Technology from SUNY Buffalo. After graduation, she moved to Hawaii, then to Illinois, and finally settled in central New York. In 1987, Sharon became an International Board Certified Lactation Consultant (IBCLC) and was a founding member of the Rochester Regional Breastfeeding Network, where she has served on the Board of Directors and as President. As a lactation consultant, she taught breastfeeding classes and worked on the post-partum floor of a Rochester hospital. She is also a private practice lactation consultant. In addition to her professional lactation career, Sharon spent many years as a volunteer supporting breastfeeding in both counseling and administrative roles. She is an experienced speaker and writer. Sharon served on the steering committee for the formation of the United States Lactation Consultant Association (USLCA). She is presently employed as the chemistry section chief for a local hospital laboratory. She is married and her two grown children live out of state.
Carol majored in anthropology, with a minor in history, at the University of Georgia. She also studied biology at Furman University, including research on perinatal transmission of HIV. Carol’s five girls were all breastfed, establishing the basis for more than 27 years of volunteer work counseling breastfeeding mothers and facilitating peer-to-peer support as a La Leche League Leader. From 1996 to 1998, Carol served on the board of directors of ProJustice Carolina (a local social justice organization), as co-chair of the education committee. There she helped write the organization's bylaws. She also served as secretary on the board of the local ACLU chapter. Carol’s eldest three daughters are now married, and she recently became a grandmother. Carol is active on the Breastfeeding USA Education Committee.
Ali is a Breastfeeding USA Counselor, and lives in Indianapolis. She is a former educator (middle school English!) She's the mom of two- Eli is 4.5, and Fiona is 2.5 (not yet weaned.)
Ali is the Social Media Manager for Breastfeeding USA and along with the other team members is responsible for the growth and development of Facebook and Twitter. She helps manage a 1500+ mother sized local Facebook group as well.
Ali writes, "As a child, my mother was a very active La Leche League Leader. I heard her answering 2 am phone calls, knew she visited countless moms, and heard her speaking gently and in a reassuring tone giving the support new mothers needed (even if it was time for dinner, or time to leave for an appointment.) She made time for the moms who needed her. I think that hearing her, almost all of my life (you would be surprised how many support groups I’ve attended...) helped me understand that moms need each other. After my first child was born, I became a La Leche League Leader, but when I learned about Breastfeeding USA, I knew the mission was a good fit for me."
Currently, Ali is on the planning and organizing committee for Team We’ve Got Your Back, Babe! which is the collaborative effort with the Best for Babes Foundation, putting her organizational and people skills to the test.
Jennifer grew up in Southwest Ontario, where her extended family still resides, obtained her BSC from University of Waterloo in Biochemisty and moved to Connecticut where she earned her Doctor of Chiropractic Medicine degree from University of Bridgeport. She is the mother of two very active boys and practices part time, focusing on whole family care starting from birth onward. She is a founding member of the Central Connecticut Chapter of Breastfeeding USA and prior to that was on the Board of Directors for La Leche League of Connecticut and volunteered providing information for healthcare providers and other professionals about breastfeeding. Her passions include supporting new mothers, her children, her dogs and outdoor time. Jennifer is currently active in Education, Course Writing and Applications Committees.
Lisa is a mother of three young children, ages two, five, and seven. She and her husband both work from home and homeschool their children together. Prior to the birth of their first child, Lisa was a teacher and personal care attendant to children and young adults with severe physical and sensory disabilities for over ten years. With BS and Master of Education degrees from The Ohio State University, she worked in two large urban school districts as well as with Medicaid clients and their families, focusing in the areas of adaptive/assistive technology and daily living skills. Her experience with motor and sensory disabilities has been instrumental in her ability to assist mothers of infants with similar difficulties. She became an IBCLC in 2011 and owns a small lactation practice and natural family living company. Lisa has six years of volunteer experience helping mothers via La Leche League and Breastfeeding USA, as well as several years service with local breastfeeding coalitions and advocacy groups. She also volunteers with other mother to mother support groups related to natural living, childbirth, and parenting.