Article I: Name, Mission, Status
Section 1.1: Name. The legal name of the corporation is Lamaze International, Inc. (formerly the American Society of Psychoprophylaxis in Obstetrics, Inc.). The corporation shall also be known as Lamaze or Lamaze International.
Section 1.2: Mission and Philosophy of Birth.
A: Mission.The mission of Lamaze International is to advance safe and healthy pregnancy, birth and early parenting through evidence-based education and advocacy.
B: Philosophy of Birth. Integral to the work of Lamaze International is a fundamental philosophy of birth:
• Birth is normal, natural, and healthy.
•Women have an innate ability to give birth.
•The experience of birth profoundly affects women and their families.
• Women’s confidence and ability to give birth is either enhanced or diminished by the care provider and place of birth.
• Women have the right to give birth free from routine medical interventions.
• Birth can safely take place in homes, birth centers and hospitals.
• Childbirth education empowers women to make informed choices in healthcare, to assume responsibility for their health, and to trust their innate ability to give birth.
Article II: Offices, Agents and Records
Lamaze International’s principal office, agent, books, and records shall be established and maintained in accordance with the laws of the State of New York, provided that the phrase “books and records” shall also mean operational and procedural manuals, documents, minutes, and written materials. Lamaze International shall have such other offices, in Washington, DC or elsewhere, as the Board of Directors may determine.
Article III: Membership
Section 3.1: Membership. Membership in Lamaze International is open to healthcare providers, childbirth educators, health professionals, and parents/consumer advocates whose practices and interests are in the area of maternal/child health and who support the mission of Lamaze International.
Section 3.2: Voting Members. There shall be one voting membership class. All members of Lamaze International shall be entitled to vote.
Section 3.3: Voting. Each voting member of Lamaze International shall be entitled to one vote, subject to the provisions of Section 3.4:C hereinafter. Votes may be taken in person or by proxy, unless otherwise specified in the bylaws.
Section 3.4: Termination of Membership.
A: Resignation. Any member may resign from Lamaze International by submitting a written resignation, or by nonpayment of any required membership dues.
B: Expulsion. The Board of Directors may by a two-thirds vote of the entire Board expel a member for the following reasons:
1: For Cause. After notice and an opportunity to be heard, a member may be expelled for cause such as violation of any of the bylaws of Lamaze International or for conduct prejudicial to the best interests of Lamaze International as determined by the Board of Directors; or
2: For Unauthorized Use of the Lamaze International or Lamaze Name. Use of the Lamaze International or Lamaze names except as authorized shall be grounds for expulsion.
C: Forfeiture of Rights. Any member that resigns or is expelled shall forfeit any and all rights and privileges in the affairs of Lamaze International.
Section 3.5: Qualifications of Membership.
A: Non-Discrimination. Membership shall not be denied on the basis of race, religion, gender, national origin, age, or any other basis for those who otherwise meet the qualifications of membership herein.
B: Application. An individual shall be required to complete an application for membership in Lamaze International in the form devised for this purpose by Lamaze International.
C: Support of Lamaze International. It shall be a qualification for membership in Lamaze International that a member’s dues, which dues shall be set by the Board of Directors, be current, and that the member support the mission and philosophy of Lamaze International.
D: Acceptance of Membership. Upon payment of membership dues and acceptance of membership application by the Board of Directors or its designee, membership is conferred.
Section 3.6: Duties of Members. It shall be the duty of all members to support the purposes of Lamaze International and to abide by the provisions of these bylaws, and procedures and policies established by the Board of Directors.
Section 3.7: Rights of Members.
A: Members. Members of Lamaze International who are not Lamaze-Certified Childbirth Educators may identify themselves by name, followed by the designation, “a member of Lamaze International.”
B: Members who are Lamaze-Certified Childbirth Educators. Members who are Lamaze-Certified Childbirth Educators may identify themselves by name, followed by “Lamaze-Certified Childbirth Educator,” or the initials “LCCE,” or other designation as may be approved by the Board of Directors.
Section 3.8: Meetings of Members.
A: Annual Meeting. There shall be an Annual Meeting of all voting members of Lamaze International each year for receiving the Annual Report of Directors, the Treasurer, committees, councils and other groups such as the Board of Directors may deem advisable; and for the transaction of such other business as may be appropriate.
B: Special Meetings. Special meetings of all voting members may be called by the Board of Directors at its discretion, at a date and time set by the Board of Directors. In addition, a special meeting may be convened by ten percent (10%) of the voting membership, who may, in writing, demand the call of a special meeting specifying the date and month thereof, which date shall be not less than two (2) months nor more than three (3) months after the date of the written demand. The demand for the call of the special meeting shall state the purpose or purposes for which the meeting is called and the business transacted at the special meeting shall be limited to the purposes specified in the demand.
C: Notice and Venue of Meetings. Notice of the Annual Meeting or any special meeting of voting members shall be made to all voting members in writing and be delivered no less than thirty (30) days nor more than fifty (50) days prior to the meeting. If a special meeting is demanded by ten percent (10%) of the voting membership and notice of the meeting is not given within five business days of receiving the written demand, then the notice may be given by any member signing such demand. Notice must delivered by mail, facsimile telocommunications or electronic mail to each member. Notice of the annual or any special meeting shall include the Agenda for the meeting, which must include a statement of all matters upon which vote will be taken. The Annual Meeting and any special meeting shall be held at the office of Lamaze International or at such other date and time and venue set by the Board of Directors.
D: Date of Record. The Date of Record for determining members entitled to vote at any meeting of members shall be fifty (50) days prior to the date of the meeting.
E: Quorum. The presence in person or by proxy of the lesser of one hundred (100) voting members or one-tenth (1/10) of the total number of votes entitled to be cast shall be necessary to constitute a quorum for the transaction of business at any all-member meeting. Where a quorum exists, a majority vote shall decide all questions unless a larger vote is required by law or unless otherwise stated in the bylaws.
1: General. Each voting member of Lamaze International on the Date of Record shall be entitled to cast one vote on any matter voted on by the membership at a meeting. All substantive matters on which a vote is to be cast shall be included on the Agenda for the meeting at which the vote will be taken.
2: Proxy Voting. The Board of Directors shall cause to be prepared a proxy instrument(s) for all matters on the Agenda for any all-member meeting at which a vote is to be taken, which proxy(ies) shall provide information about the subject of the vote, provide an opportunity to dictate the vote of the assignee on selected matters, and/or to assign the proxy to another voting member or official of Lamaze International to be voted at the meeting. Such proxy(ies) shall be made available to each voting member of record with the notice of meeting. A list of voting members of record, in alphabetical order and certified by the official whose responsibility it is to maintain the membership records, shall be available at each all-member meeting. No person shall be entitled to vote at any meeting unless his or her name appears on the Certified List of Voting Members as an individual voting member; and no proxy may be voted without validation by the membership secretary or duly appointed delegate thereof that the individual who signed the proxy is in fact a voting Member of Record. Proxy ballots will require information from which it can be reasonably determined that the authorization was authorized by the member.
Article IV: Chapters
Section 4.1: Establishment. Upon completion of the application for chapter status and approval by the Board of Directors, members of Lamaze International in a given location may join together to form a chapter.
Section 4.2: Authority. Each chapter may undertake all local activities within its boundaries as may be authorized by the laws of the jurisdiction where the activities are conducted, and by the bylaws and certificate of incorporation of the chapter, including but not limited to raising and expending funds for its operation.
Section 4.3: Legal Status. Each chapter shall be incorporated in the jurisdiction of its choice; shall be exempt from federal taxation; and shall identify itself on printed materials and otherwise as a corporate entity distinct from Lamaze International.
Section 4.4: Boundaries. The geographical area served by any chapter shall be approved by the Board of Directors.
Section 4.5: Membership. For purposes of assuring that both Lamaze International and its chapters have a full and defined constituency, and for purposes of enhancing the financial integrity of Lamaze International and its chapters, it shall be encouraged that each member of a chapter also be a member of Lamaze International, and it shall be further encouraged that each voting member of Lamaze International who resides within the geographical boundaries of a chapter shall also make application for chapter membership.
Section 4.6: Authorization. In all representations to the public and when entering into any contracts or other obligations, chapters shall clearly indicate their separate corporate status from Lamaze International (e.g., name of local chapter, “A separately incorporated chapter of Lamaze International”).
Section 4.7: Dissolution. In the event of dissolution, the chapter shall, after payment of all liabilities, distribute any remaining assets to Lamaze International as its articles of incorporation or bylaws provide, or as permitted by the laws of the jurisdiction in which the chapter was incorporated.
Section 4.8: Termination of Chapter Status.
A: By Lamaze International. The Board of Directors of Lamaze International may by a two-thirds vote of the entire Board terminate a chapter’s status for the following reasons:
1: For Cause. After notice and an opportunity to be heard, a chapter’s status may be terminated for cause such as violation of any of the bylaws of Lamaze International or for conduct prejudicial to the best interests of Lamaze International as determined by the Board of Directors; or
2: For Unauthorized Use of the Lamaze International or Lamaze Name. Use of the Lamaze International or Lamaze names except as authorized shall be grounds for termination of chapter status.
B: By Chapter. Termination of chapter status may be effected by action of the members or directors of the chapter as its articles of incorporation or bylaws provide, or as permitted by the laws of the jurisdiction in which the chapter was incorporated. A chapter shall notify the Lamaze International Board of Directors of such action.
Article V: Board of Directors
Section 5.1: Number, Qualification and Composition.
A: Directors. The Board of Directors shall consist of eleven (11) voting members including: seven (7) At-Large Directors and four (4) Officers (serving as voting, ex-officio Directors) as described in Section 6.1 of these bylaws. At least one (1) Lamaze-Certified Childbirth Educator (LCCE), one (1) healthcare provider, and one (1) parent/consumer advocate shall serve on the Board of Directors at all times. A Director shall be either an At-Large Director or an Officer, but cannot be both at the same time.
B: Emeritus Director. The Board of Directors at its discretion may appoint one or more individuals who shall serve at the pleasure of the Board in the position of Emeritus Director. The duties and responsibilities of the Emeritus Director shall be defined by the Board. All Emeritus Directors shall have the right to attend Board meetings, ex-officio and without vote.
Section 5.2: Terms of Office for Directors.
A: Regular Term. At-large Directors shall serve a four-year term, unless they become an Officer earlier. The term of At-Large Directors shall begin with the close of the outgoing Annual Board of Directors meeting held within three days of the close of the Annual Meeting at which they were elected, and shall continue until his or her successor takes office approximately four years later. An Officer’s term as an At-Large Director (bu not as a Director) shall end when he or she becomes an Officer. Officers shall serve as Directors by virtue of their office, and, therefore, are voting, ex-officio Directors for as long as they serve as Officers.
B: Limitation of Terms.
1: At-Large Directors—Not Elected to Secretary/Treasurer. An At-Large Director who completes a term without being elected to the office of Secretary/Treasurer must be off the Board for at least four years before being eligible to be elected to another term.
2: At-Large Directors – Elected to Secretary/Treasurer. A Director who has served less than one full year and more than three full years is not eligible for election to the office of Secretary/Treasurer. A Director elected to the office of Secretary/Treasurer will serve on the Board of Directors for up to seven years (between one and three years as an At-Large Director and one year each as Secretary/Treasurer, President-Elect, President, and Past President) or for seven years (three years as an Elected Director and one year each as Secretary/Treasurer, President-Elect, President, and Past-President) and must be off the Board for at least four years before being elected for another term.
Section 5.3: Vacancies. Whenever a seat on the Board of Directors held by an At-Large Director becomes vacant with less than one year left in the term, the seat shall remain vacant and be filled at the next regularly scheduled election. Whenever a seat on the Board of Directors held by an At-Large Director becomes vacant with one year or more left in the term, the seat shall be filled by nomination by the President and approval of the Board of Directors. A Director selected to fill a vacancy in an unexpired term serves for the unexpired term of his/her predecessor in office. For the purpose of the limitation of terms, an individual selected to fill a vacancy will be deemed to have served a full term if he/she served for two years or more.
Section 5.4: Election of Directors.
A: At-Large Directors. As At-Large Director positions become open, new At-Large Directors shall be elected each year at the Annual Meeting.
1: With the notice of the Annual Meeting, a proxy ballot shall be made available to each voting member of record shall be, which shall be accompanied by biographical information about the nominees and such other information as may be requested by the Search Committee. Proxy ballots will require information from which it can be reasonably determined that the authorization was authorized by the member.
2: The President, at the Annual Meeting, shall appoint three (3) Supervisors of Election from among the membership whose responsibility shall be to count all proxies received and votes cast by hand, and to announce the At-Large Directors.
3: The winning candidates will be determined as follows: If there is an absence of representation of a Lamaze-Certified Childbirth Educator (LCCE), healthcare provider, or parent/consumer advocate, then the candidate representing that membership type receiving the greatest number of votes is elected. Otherwise, positions are filled from among the candidates according to who received the greatest number of votes.
Section 5.5: Meetings.
A: Regular. The Board of Directors shall hold at least two (2) meetings per year — one such meeting to be held no more than three (3) days before or after the close of the Annual Meeting (this meeting will be considered the “Annual Board Meeting”).
B: Special. Meetings of the Board of Directors, other than regular meetings required by Section 5.5:A, may be called at the discretion of the President and shall be called upon written request to the President by at least six (6) Directors.
C: Quorum and Board Action. The presence of a majority of the Board of Directors then serving shall constitute a quorum for the transaction of business. A majority vote of those Directors present shall decide all questions unless a greater number is required by New York law, the Articles of Incorporation, these bylaws, or by previous vote of the Board of Directors.
D: Notice. Notice of any regular meeting of the Board of Directors shall be given to each person entitled to attend the meeting no fewer than five (5) days prior to the date of the meeting. The notice shall include the agenda for the meeting. Notice of the date, location, and agenda of regular and special meetings shall be provided to all members of Lamaze International upon request. Notice must be delivered personally ( either in writing or orally) or by mail, electronic mail, facsimile, or telephone to each Director. Notice of any special meeting of the Board of Directors shall be given to each person entitled to attend the meeting no fewer than two (2) days prior to the date of the meeting.
E: Waiver of Notice. A Director may waive his/her right to notice. A waiver may delivered by mail, facsimile telecommunications, or electronic mail and must be filed with the minutes. A Director's attendance at or participation in a meeting waives any required notice unless the Director at the beginning of the of the meeting ( or promptly upon the Director's arrival) objects to holding the meeting or transacting business at the meeting and does not participate in any vote taken at the meeting.
F: Agenda. The Chief Executive Officer in collaboration with the President shall be responsible for preparing the agenda in accordance with policies set by the Board of Directors.
G: Means of Attendance. A member of the Board of Directors may participate in a meeting by means of a conference telephone or similar communications equipment or by electronic video screeen communication, so long as all Directors participating in the meeting can hear each other at the same time and each Director can participate in all matters before the Moard, including, without limitation the ability to propose, object to and vote upon a specific action to be taken by the Board. Participation by such means shall constitute presence in person at a meeting.
H: Term. In any given year, if the Annual Meeting takes place in a different month or time of year than it did in the previous year, the Board of Directors shall have the discretion to determine the effect, if any, that such difference will have on the terms of Directors and Officers. If a term is extended by a period of months, these additional months may be disregarded with respect to the terms and term limits described in these bylaws,
Section 5.6: Action by Directors in the Absence of a Meeting. Action may only be taken by the Board of Directors without a meeting by unanimous consent. Such consent may be delivered by mail, facsimile telecommunications, or electronic mail. The voting members of the Board of Directors may take action at any time without a regular or special meeting if all members of the Board consent in writing to the adoption of a resolution authorizing such action.
Section 5.7: Removal and Resignation.
A: For Cause. Any one or more of the At-Large Directors may be removed for cause at any time by a vote of two-thirds of the voting members who are present at any special meeting called for that purpose.
B: For Absence. A Director who is absent from two consecutive Board Meetings may be removed at any time by a vote of two-thirds of the Directors.
C. Officers. As described in Section 6.4, any one or more Officers may be
removed with or without cause by a two- thirds vote of the Board of Directors. If an Officer resigns or is removed from office, then such Officer will also cease to serve as a Director.
D. Resignation. Any Director may resign at any time by providing written notice to the Board. Resignation shall be effective upon the delivery of notice unless the notice provides that it will be effective at a later time or upon the occurrence of an event.
Section 5.8: Duties, Responsibilities, Powers.
A. Management.The management of Lamaze International and the responsibility to delegate duties to other individuals or committees as are deemed necessary are vested in the Board of Directors. The Board of Directors may hire a Chief Executive Officer who shall be appointed by the Board of Directors and shall perform such duties, serve for such period, and be compensated in such amount as may be determined by the Board of Directors. The Chief Executive Officer shall be considered an Advisor to the Board of Directors, ex-officio and without vote. A Board Advisor shall have the right to attend Board meetings, ex-officio and without vote, except that they may be excluded from that portion of a Board meeting which the Chair of the meeting determines will entail discussion of them or their performance.
B. Audit Oversight. The Board of Directors shall oversee the accounting and financial reporting processes of Lamaze International and the audit of Lamaze International’s financial statements. More specifically, the Board of Directors shall:
- Annually retain an independent auditor to conduct the audit described in Section 9.2, below;
- Review with the auditor the scope and planning of the audit prior to its commencement;
- Review and discuss the results of the audit and any related management letter with the independent auditor, including but not limited to, any identified material risks and weaknesses in internal controls, any restrictions on the scope of the auditor’s activities or access to information, any significant disagreements between the auditor and management, and the adequacy of Lamaze Interntional’s accounting and financial reporting processes; and
- Annually consider the performance and independence of the auditor.
Only “independent Directors” as defined in the New York Not-for-Profit Corporation Law may participate in any Board deliberations or voting relating to matters set forth in this Section 5.8:B.
Section 5.9: Indemnification. Lamaze International shall indemnify any Officer, Director or chief staff executive, or former Officer, Director or chief staff executive against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement (provided that Lamaze International shall have been given at least seven (7) days prior written notice of such settlement) actually and reasonably incurred by him or her in connection with the defense of any action, suit, or proceeding in which he or she is made a party by reason of having been an Officer or Director of Lamaze International, provided he or she acted in good faith and in a manner reasonably believed by him or her to be in the best interests of Lamaze International; notwithstanding the forgoing, in connection with any action, suit of proceeding by or in the right of the corporation, no indemnification shall be made in relation to matters in which he or she shall be adjudged to be liable for negligence or misconduct in the performance of his or her duty.
Article VI: Officers
Section 6.1: Elective Officers. The Elective Officers of Lamaze International shall be a Secretary/Treasurer, President-Elect, President, and Past-President.
Section 6.2: Election. The outgoing Board of Directors shall meet annually within three days of the Annual Meeting of the members. At least six months before the Annual Meeting, the Board of Directors shall elect a Secretary/Treasurer who will commence his or her term upon the close of the Annual Board Meeting (see Section 5.5(a) above).
Section 6.3: Terms of Office and Special Qualifications.
A: Term. Each Officer shall serve for a term of one year, which shall begin following the Annual Board Meeting and shall continue until the close of the Annual Board Meeting approximately one year later. At the end of his/her term, each Secretary/Treasurer shall become the President-Elect, each President-Elect shall become the President, and each President shall become the Past-President.
B: Special Qualifications. To be eligible for election to the office of Secretary/Treasurer, a Director must (i) have served at least one year and more than three years as an At-Large Director, and (ii) is currently serving as an At-Large Director.
Section 6.4: Removal. Any one or more Officers may be removed with or without cause by a two-thirds vote of the Board of Directors.
Section 6.5: Vacancies. The Secretary/Treasurer shall succeed to the office of President-Elect without action by the Board of Directors in the event the office of President-Elect becomes vacant. The President-Elect shall succeed to the office of President without action by the Board of Directors in the event the office of President becomes vacant. In the event of a vacancy in the office of Secretary/Treasurer, whether by virtue of the Secretary/Treasurer succeeding to the office of President-Elect or otherwise, the office of Secretary/Treasurer shall be filled as determined by majority vote of the Board of Directors promptly. The Board of Directors may fill a vacancy in the position of Past-President, or allow the position to remain vacant for the rest of the vacated Officer’s term, at the discretion of the Board of Directors. Notwithstanding the above, the Board of Directors may change the succession plan and fill vacancies in any manner it deems prudent if (a) extraordinary circumstances exist such 12 that the Directors determine that a change is in the best interest of Lamaze International, and (b) at least three-quarters of the Directors present vote to approve such a change.
Section 6.6: Duties and Powers.
A: President. The President shall be the elective head of Lamaze International, and shall:
1: Preside at all meetings of the members of Lamaze International, of the Board of Directors, and of the Executive Committee.
2: Be an ex-officio, non-voting member of all committees, except he or she shall be a voting member on the Executive Committee.
3: Oversee governance of Lamaze International and ensure the programs and activities advance the organization’s mission, vision and strategic plan.
4: Assume such other powers and duties as may be prescribed by the Board of Directors or Executive Committee.
B: President-Elect. The President-Elect shall perform such duties as may be delegated by the President or the Board of Directors; and shall perform all the duties of President in the absence of the President or in the event of the President’s inability to serve.
C: Past-President. The Past-President shall perform such duties as may be delegated by the President or the Board of Directors.
D: Secretary/Treasurer. The Secretary/Treasurer shall oversee the funds and records of Lamaze International, subject to the control of the Board of Directors; and shall:
1: Give notice and attend all meetings of the members and of the Board of Directors, keep a record of all such proceedings, and attest documents.
2: Shall have the care and custody of all of the funds and securities of Lamaze International, subject to the control of the Board of Directors, and shall cause accounts to be kept of all receipts and disbursements, an annual budget to be prepared and approved by the Board of Directors, an annual financial statement, which shall be certified by a public accountant, to be published for review by members.
3: Perform such other duties as are usual for such official or as may be duly assigned by the Board of Directors. Such duties of the Secretary/Treasurer as may be specified by the Board of Directors may be delegated to the Chief Executive Officer.
Article VII: Committees
Section 7.1: Purpose. Committees are groups necessary to conduct the general work of Lamaze International. All committees, except for the Executive Committee, are committees of the Corporation under Section 712(e) of the New York Not-For-Profit Corporation Law.
Section 7.2: Standing Committees.
A: Search. The Search Committee shall consist of five members: the Past-President, an At-Large Director, and three (3) members of Lamaze International not serving on the Board of Directors. The Past-President shall serve as the Chair of the Search Committee. Members of the Committee, other than the current Past-President, shall be appointed by the President. Any individual who is seeking election to the Board of Directors is not eligible to sit on the Search Committee and the Search Committee shall not select one of its members to be on the slate as a candidate for an At-Large Director position. Each Committee member serves a term of one (1) year. The Committee shall:
1: Issue a call for nominations for the vacant Director positions and actively seek out leadership candidates from members of Lamaze International in good standing.
2: Review the qualifications of all persons nominated for service on the Lamaze International Board of Directors, and certify that individuals on the slate of candidates are duly qualified to hold the posts for which they are nominated. The Committee shall endeavor to identify candidates in accordance with the instructions of the Board of Directors regarding what experience, skills, or expertise is desirable so that the Board, as a whole, has an appropriate balance of expertise and consitituency representation.
3: At least 120 days prior to the meeting at which the election will be held, present to the Board of Directors a report consisting of nominations of one candidate for each Director position to be filled. The report will then be sent to the membership. The report shall include a short biographical sketch of each candidate and instructions for submitting additional nominations.
4: Accept additional candidates supported by written petition by the membership. A nomination petition must signed by at least fifty (50) voting members and must be submitted to the Committee at least ninety (90) days in advance of the meeting at which the election will be held.
5: At the close of the nomination period, verify that any additional candidates nominated by petition are duly qualified to hold the posts for which they are nominated.
6: Prepare a ballot that includes the candidates nominated by the Committee and any additional candidates nominated by membership petition.
7: Perform other leadership position searches and such other duties as are usual for Search Committees as assigned by the Board of Directors.
1: Members. The Executive Committee shall be comprised of the Officers of Lamaze International, one At-Large Director who has served at least two (2) years on the Board of Directors, and the Chief Executive Officer, who shall serve ex-officio without vote. The At-Large Director member of the Executive Committee shall be appointed by the President to serve on the Executive Committee for a term of one year. The Executive Committee shall act for the Board of Directors in the interim between meetings of the Board by a three-fifths vote and as provided in this Section 7.2:B.
2: Notice. Notice of a meeting of the Executive Committee that conforms to the requirements of Section 5.5:D shall be sent to all Directors no fewer than five (5) days prior to the meeting. In the event a need for emergency action is determined by the President to exist, a majority of the Directors on the Executive Committee may, by telephone or electronic poll, waive notice of such meeting. Minutes of a meeting for which notice has been waived shall state the reason for the waiver.
3 Executive Committee Action.
i. Limitation of Committee Action Subject to the limitations of this Section 7.2,B,3, the Executive Committee may act in place of the Board of Directors between Board meetings, except on those matters specifically reserved to the Board by law, the Articles of Incorporation, these Bylaws, Lamaze policies or Board resolution. All Directors shall be sent electronic notice of an Executive Committee vote within five (5) business days of such vote, along with the opportunity to notify the Chief Executive Officer electronically within a date specified in such notice (said date not to be less than five (5) business days after the date of such notice) if they wish the Executive Committee vote to be subject to ratification by the Board of Directors. If one or more Directors sends timely electronic notice to the Chief Executive Officer of the desire to have such Executive Committee vote be subject to ratification by the Board of Directors, the Chief Executive Officer shall so notify all Directors within five (5) days of receipt of such notice, and such vote of the Executive Committee shall not be effective unless ratified by the Board of Directors at the next regular meeting of the Board of Directors.
iI. Means of Attendance. A member of the Executive Committee may participate in a meeting by means of a conference telephone or similar communications equipment or by electronic video screen communication, so long as all Committee members participating in the meeting can hear each other at the same time and each Committee member can participate in all matters before the Committee, including, without limitation, the ability to propose, object to and vote upon a specific action to be taken by the Committee. Participation by such means shall constitute presence in person at a meeting.
ii. Action in the Absence of a Meeting. Action may be taken by the Executive Committee in the interim between meetings by unanimous consent. Such consent may be delivered by mail, facsimile telecommunications, or electronic mail. The voting members of the Executive Committee may take action at any time without a meeting if all members of the Committee consent to the adoption of a resolution authorizing such action.
C: Finance. The Finance Committee shall recommend an annual budget to the Board of Directors. The Secretary/Treasurer of Lamaze International shall serve as Chair.
Section 7.3: Additional Committees.
A: Terms. Members of committees shall serve a three-year term with a limit of two consecutive terms, unless otherwise specified in these Bylaws or by Board resolution.
B: Appointment/Composition. The President shall appoint Chairs of such committees who shall then appoint members of their respective committees in accordance with Board policy. The President shall select new Chairs from among the members of Lamaze International who are not serving on the Board of Directors, and Chairs shall select committee members from among the same. If the President or a Chair wishes to appoint an individual who is serving on the Board of Directors, then the appointment requires approval by the Board of Directors. These provisions do not apply to those committees listed in Section 7.2 above or to committees that must be composed only of Directors under Section 712[e] of the New York Not-For-Profit Corporation Law.
Section 7.4: Ad hoc Committees. The President may create such Ad hoc committees as are necessary to conduct special projects pertaining to Lamaze International and shall outline the duties of such committees.
Section 7.5: Reports. Each committee shall report at such time as the Board may direct.
Article VIII: Councils
Section 8.1: Purpose. Councils are groups necessary to conduct the continuing specialized work of Lamaze International related to education, accreditation and certification. Councils are not separate legal entities, but are an integral part of Lamaze International.
Section 8.2: Appointment. The President of the Board of Directors shall have the power to appoint and remove, with or without cause, the Chair of the Governing Body of each Council. The Chairs of Councils are appointed for a three year term with a limit of two consecutive terms.
Section 8.3: Composition.
A: Governing Body. Each Council shall have a governing body whose responsibility it is to conduct in their specialized area. The Chair of each Council has the power to appoint and remove members of the Governing Body. All Council policy decisions must be consistent with policies, budgetary and fiscal considerations established by the Board of Directors, and the philosophy, mission and goals of Lamaze International.
B: Council Committees. Each Council may have designated Committees to perform specific functions within the Council. Composition, and eligibility of membership for committees are determined by the Governing Body of the Council. The Chair of each Council Committee shall be appointed or removed, with or without cause, by the Chair of each Council.
C: Council Members. New Chairs, members of the Governing Body, and members of committees will be drawn only from the members of Lamaze International who are not serving on the Board of Directors. If it is desired to appoint an individual who is serving on the Board of Directors, then that appointment requires approval by the Board of Directors.
Section 8.4: Councils. There will be three Councils, the Education Council, the Accreditation Council and the Certification Council.
A: Education Council.
1: Purpose and Activities. The Council’s purpose it to ensure all childbearning women have access to Lamaze education, the Council is responsible for developing, implementing, and evaluating: high quality evidenced-based training for childbirth educators; high quality evidenced-based continuing education for childbirth educators and other health care professionals, and; high quality evidence-based consumer education. .
2: Eligibility for Governing Body. The eligibility criteria shall include but not be limited to academic preparation, knowledge of education, experience in the area of education, and experience in Lamaze. The members of the Governing Body of the Education Council shall be selected from the members of Lamaze International who demonstrate the required background and leadership qualities.
B: Accreditation Council.
1: Purpose and Activities. The purpose of the Council is to set standards, guidelines and policy for the accreditation of Lamaze Childbirth Educator Programs, and for outside organizations seeking recognition as an accepted formal course in childbirth education or Lamaze approval for continuing education activities.
2: Eligibility for Governing Body. The eligibility criteria shall include but not be limited to academic preparation, knowledge of education, experience in the area of education, accreditation and experience in Lamaze. The members of the Accreditation Council shall be selected from the members of Lamaze International who demonstrate the required background and leadership qualities.
C: Certification Council.
1: Purpose and Activities. The Council is the standard-setting body in certification. All policy decision relating to certification matters are the sole decision of the Council and are not subject to approval by any other body. The Certification Council has sole responsibility for examination development; administration and fees; candidate eligibility; cut-off scores; conduct of meetings; dissemination of information; contractual arrangements; and appeals based on due process.
2: Eligibility for Governing Body. The eligibility criteria shall include but not be limited to academic preparation, knowledge of certification and test development, experience in the area of certification, and experience in Lamaze International.
3: Duties and Responsibilities of Certification Council Governing Body. The Governing Body of the Certification Council shall develop its own budget, maintain an accounting of its funds (both income and expenditures), and not issue funds to Lamaze International without adequate consideration except for purposes of certification research and development and the maintenance of a reserve fund; provided that such Certification Council budget shall be part of an overall Lamaze International budget approved by Lamaze International’s Board of Directors, and the Certification Council may not make any expenditures or incur any obligations in excess of those of such Certification Council budget without approval of the Board of Directors. All funds earned by the Council shall be used by it in furtherance of its certification mission and such funds shall be used for no other Lamaze International purpose. The Governing Body of the Certification Council shall possess the authority to approve the selection of an individual to fulfill the responsibilities of the Council’s chief staff position; evaluate formally the performance of its chief staff person; and, assent to, require, or initiate the dismissal of its chief staff person. Any such actions taken by the Certification Council with respect to such chief staff position shall be taken only after that consultation as is reasonably necessary with Lamaze International and any other employer of such person to assure consistency with the Lamaze International approved budget and the reasonable employment policies of such employer.
Article IX: Administration
Section 9.1: Fiscal Year. The fiscal year shall commence on the first day of January and end on the last day of December in each year.
Section 9.2: Audit. The books of Lamaze International shall be audited annually by an independent certified public accountant and the report of such accountant shall be filed with the records of Lamaze International, shall be presented at the Annual Meeting, and shall be made available to all members in accordance with Section 6.6:D herein.
Section 9.3: Expenditures, Financial Obligations. No obligations may be incurred on behalf of Lamaze International by members, Chapters, Committees, Councils, or other individuals or groups without written approval of the President and Treasurer, chief staff executive, or majority vote of the Board of Directors.
Section 9.4: Rules of Procedure. The rules of proceedings of all meetings of Lamaze International, the Board of Directors or any Committee or Council shall be according to Robert’s Rules of Order (Revised), so far as applicable and when not inconsistent with these bylaws, except to the extent that the meeting waives application of such rules.
Section 9.5: Dissolution Procedure. In the event of dissolution, the corporation shall, after payment of all liabilities, distribute any remaining assets to an organization or organizations which, at the time, are exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended. Dissolution may only be effected in accordance with the laws of the jurisdiction of incorporation.
Article X: Amendment and Interpretation of Bylaws
Section 10.1: Amendment. These bylaws may be amended only by a two-thirds vote of the membership present in person or by proxy at a meeting at which there is a quorum.
Section 10.2: Interpretation. In the event there is a good faith disagreement about the meaning of these bylaws, the Board of Directors shall have the authority to determine how the bylaws should be interpreted.
Article XI: Effective Date
These bylaws and any amendments hereto shall become effective immediately subsequent to their adoption by the members of Lamaze International.
Revisions approved: October 2013; March 2018