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
Carol Kelley
Beth Lichy