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Section 1. Board Role, Size, and Compensation

1. 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.
2. The board shall have up to thirteen (13), but no fewer than five (5) directors.
3. 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.
4. Each director shall be at least eighteen years of age.
5. 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

1. 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.
2. 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.
3. Directors may serve up to two consecutive terms. A director seeking a second term shall run for reelection.
4. Any board member that completes two consecutive terms must wait two years before running for the Board of Directors again.
5. 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.
6. 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

1. 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.
2. 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.
3. The Board may take action and conduct the business of the organization by unanimous written consent without a meeting.
4. 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

1. 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.
2. 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.
3. Voting members will be provided a means to cast their votes confidentially.
4. 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.
5. 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.
6. 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.

1. 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.
2. 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.
3. 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.
4. 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

1. 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.
2. 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

1. 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.
2. 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.