BC Guide - Governance and Structure

Breastfeeding USA is a public benefit corporation incorporated in the state of New York. The Articles of Incorporation specify that the Breastfeeding USA is a membership organization. As such, voting members have certain rights and privileges outlined in the organization bylaws. In establishing Breastfeeding USA with this governance structure, the initial voting members and Board of Directors sought to create an organization that would operate in a transparent manner with checks on the powers of management and the opportunity for those who are volunteering with the organization to influence its operations. To reinforce this, at the time of incorporation Breastfeeding USA also adopted a Code of Ethics under which all Breastfeeding Counselors and national volunteers agree to work.

Board of Directors

In accordance with the bylaws and the laws of the state of New York, the members of the Board of Directors have overall responsibility for Breastfeeding USA operations. Board members are elected by the voting members of the organization and are accountable to them (and to the general public under public benefit corporate law) for the duration of their set terms of service. 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. The members of the Board of Directors vote for the Board Officer positions, which have specific responsibilities outlined in the bylaws and detailed in the Breastfeeding USA Job Description Manual.

Standing and Board Committees

The Breastfeeding USA bylaws specify that the organization must have two standing committees -- Elections Committee and Grievance Committee -- which serve specific roles to ensure the protection of voting members’ privileges under the bylaws. The Board of Directors is also granted the right to establish other committees to meet specific objectives of the organization.

Working Committees

To implement the policies established by the Board of Directors and assist in the day-to-day operations of the organization, Breastfeeding USA has established a number of working committees and workgroups which serve specific goals. Per the volunteer policy, all committees are open to volunteers with an interest in the committee’s work. The Breastfeeding USA Job Description Manual lists all the positions on each work committee, detailing job responsibilities and requirements. Breastfeeding Counselors are encouraged to volunteer on any workgroups that interest them, as the working committees are critical to meeting the strategic goals of the organization and furthering our mission; information about working committee volunteer opportunities is available here.

To foster communication among the workgroups, Breastfeeding USA organized them into related working committees and established an Operating Committee with one representative from each working committee. The Operating Committee provides a forum for overall planning and monitoring of activities in the working committees, for discussing cross-committee initiatives and issues, and for reporting status between the Board of Directors and the working committees.

Voting Members

All Breastfeeding Counselors who hold a current membership are voting members of Breastfeeding USA. Non-BCs who serve the organization at the national level as a participant on any of the working committees are also voting members. Voting members may participate in the Board of Directors elections, attend meetings of the Board of Directors as observers, and participate in the Annual Meeting of the organization. Additional privileges and responsibilities of voting members are detailed here. As Voting Members, Breastfeeding Counselors are encouraged to participate in the governance of the organization and exercise their voting rights to select the Board of Directors and influence how Breastfeeding USA is managed.

Communication and Meetings

Effective communications are critical to good governance. Breastfeeding USA has established a variety of communication channels to ensure that Breastfeeding Counselors are informed of the operations of the organization. The Board of Directors shares information via Board memos and announcements on the BC Gmail group BC_discussion@breastfeedingusa.org and the Volunteer Gmail group BfUSA_volunteers@breastfeedingusa.org for all voting members. Working committees are also encouraged to post announcements on these groups, and the groups allow unmoderated posting so Breastfeeding Counselors can share information and ask questions through these internal channels as well as through the Volunteer Support workgroup.

The Breastfeeding USA bylaws require that the organization conduct at least two meetings of the Board of Directors each year, and that these meetings be publicized to the voting members who may observe the meetings. In practice, the Board of Directors is scheduling quarterly Board Meetings and including time on the meeting agenda for questions and comments from voting members. Minutes from Board Meetings are shared with the voting members shortly after the conclusion of the meeting and posted on the Breastfeeding USA website here.

Breastfeeding USA must also conduct an Annual Meeting at which voting members receive reports on the activities, strategic plans, and financial status of the organization and are provided an opportunity to address the Board of Directors and the voting membership. To allow all Breastfeeding Counselors and voting members to participate regardless of where they live across the country, all Breastfeeding USA meetings may be conducted electronically. Breastfeeding Counselors are encouraged to participate in the Annual Meeting and use all the communication channels to stay informed of the organization’s activities to best serve the Breastfeeding USA mission. Reports of the meetings can be found on the Board Communications page.