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 ongoing contributions to the national Organization through workgroups or committees.
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 or their designate.
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. Termination of Membership or Rights
The Board shall at all times maintain a standing Grievance Committee. Any Voting Member whose membership in the organization 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.
Section 8. Code of Ethics and Whistleblower Policy
The Code of Ethics and Whistleblower Policy of Breastfeeding USA shall be publicly available. The Organization will maintain an Ethics Committee to facilitate resolution of disputes within the organization. Stakeholders may also access the Ethics Advisors, and/or Compliance Officer by contacting the organization directly.