Alabama Breastfeeding Committee

Article I

NAME AND PURPOSE

Purpose

ABC is organized for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.  None of its assets shall benefit any Executive Board Member or Officer except as reasonable compensation for services rendered under contract, or reimbursement.  ABC neither endorses nor opposes any causes beyond its primary purpose.  Primary purposes of ABC are to:

Fundamental Principles

In realization of these purposes the following fundamental principles shall be observed:  As an organization, ABC will not endorse any literature or products, or accept direct funding from industries producing or marketing products that do not comply with the International Code of Marketing of Breastmilk Substitutes and subsequent World Health Assembly resolutions. Board members of ABC and its staff will not accept funding from interests producing or marketing products that do not comply with the International Code of Marketing of Breastmilk Substitutes and subsequent World Health Assembly resolutions.

Article II

MEMBERSHIP

General Membership

ABC is an organization represented by community organizations and individuals interested in improving the health of Alabama through promotion and support of breastfeeding.  Membership of the ABC is open to anyone who is in agreement with the purposes and objectives of ABC.  Members must complete an application and sign a declaration of support for the ABC mission, vision, and purpose.  Membership is automatically renewed on an annual basis. There will be one classifications of membership:

Active Members.

Criteria for voting members shall including completion of the official ABC membership application and declaration.  Members must have an organization or personal dedication to protection, promotion, and support of breastfeeding, and observe the WHO Code of Marketing of Breastmilk Substitutes.  Individuals who meet the criteria detailed above are considered voting members, and shall have a single vote for all matters to be determined by the general membership.  Representatives from interested organizations may participate in ABC activities and discussion, and one representative from each group may  have a single vote on ABC affairs and elections.  Membership is non-transferable or assignable.

Termination of Membership

Any member may voluntarily resign upon written notice to the Executive Board.  The Executive Board may, by a two-thirds vote, remove a member or the representative of an organization for cause after a hearing. Such member or representative of an organization shall be given “reasonable notice” of the hearing before the Executive Board.  The member may be present at the hearing to respond and present evidence on all issues involved. 

Meetings of the Membership

Membership meetings shall be held at a minimum of once per year.  The date of the regular annual meeting shall be set by the Executive Board who shall also set the time and place.  Special meetings may be called by the Chair, the Executive Board, or a simple majority of the Executive Board.  Notice of each meeting shall be given to each voting member, by email, not less than ten days before the meeting.

Voting

Voting members shall be entitled to vote on all matters submitted to a vote of the membership. A majority of those members responding shall be sufficient to carry a vote.  Items to be voted upon shall be announced in writing.  Voting may be done by telephone, email and/or by ballot at meetings.

Article III

EXECUTIVE BOARD

General Powers

The activities, property, affairs, and agenda for the ABC shall be managed by its Executive Board, who may exercise all such powers of the ABC and do all such lawful acts and things as are permitted by statute or by these bylaws.

Number and Qualifications

The Executive Board shall consist of no less than eleven (11) board members and not more than twenty-one (21).  Board members shall be selected to represent a diverse group of professionals who impact breastfeeding families, and may include, but not be limited to the following:  physicians, nurses, lactation consultants, dieticians, hospitals, the Alabama Department of Public Health, community groups, the La Leche League, and at-large members.

Term of Office

The Executive Board shall be elected by the membership of the ABC for a term of two years.  To maintain consistency, board members shall be eligible for successive terms as needed, or until their resignation, retirement, disqualification, or removal from office.

Election of Board Members

Current Executive Board Members of ABC (or a Nominating Committee designated by the Executive Board) shall prepare a slate of Executive Board Members from among the membership.  A ballot will be emailed to each voting member of the ABC at least thirty (30) days prior to the return date of the ballot.  Each voting member shall cast only one vote by ballot for each Board member position.   A majority of those members responding shall be sufficient to carry a vote.

Filling of Vacancies

Any vacancy occurring in the Executive Board resulting from the death, resignation, retirement, disqualification, or removal from office of any Executive Board Member shall be filled by the affirmative vote of a majority of the remaining Executive Board Members, at any annual or special meeting thereof.

Resignation and Removal 

Any Executive Board Member may resign by delivering a letter of resignation to the Chair.  The Executive Board may, by a two-thirds vote, remove a Board Member for cause after a hearing. Such Board Member shall be given “reasonable notice” of the hearing before the Executive Board.  The member may be present at the hearing to respond and present evidence on all issues involved.

Meetings of the Executive Board

The Executive Board shall meet a minimum of twice annually, generally in the Spring and Fall.   Meetings shall be at such a place as specified in the respective notices thereof.   Additional meetings may be held at such times and places as may be fixed by the Executive Board and communicated to all Executive Board Members.  The Fall meeting will be convened to nominate and elect officers and establish the agenda for the committee for the subsequent calendar year.  Any and all business may be transacted at any regular or called meeting.

Quorum and Manner of Acting

At all meetings of the Executive Board the presence of a majority of the Board shall be necessary and sufficient to constitute a quorum for the transaction of business.

Compensation

No Executive Board Member shall receive compensation for his or her services as a Board member or as a member of a standing or special committee of the Executive Board.  Nothing herein contained shall be construed to preclude any Board member from receiving reimbursement for expenses incurred on behalf of the ABC or from serving the ABC in any other capacity and receiving compensation thereof.

Article IV

OFFICERS OF ABC

Elected Officers

The elected officers of ABC shall be a Chair, Co-Chair and/or Vice-Chair, Secretary, and Treasurer.  All officers will serve a two (2) year term of office, and may be re-elected for  subsequent term(s).

Appointed Officers

The Executive Board may also appoint one or more assistant officers or other officers as it shall from time to time deem necessary, who shall exercise such powers and perform such duties as shall be set forth in these Bylaws or determined by the Board.

Election of Officers

Current Executive Board Members of ABC (or a Nominating Committee designated by the Board) shall prepare a slate of officers from among the Executive.  Members of the Executive Board will elect Officers for the next calendar year at the Fall meeting. A simple majority of those Board Members present shall be sufficient to carry a vote, if there is a quorum.

Duties of the Officers

• Chair. The Chair is primarily responsible for implementing the agenda established by the Executive Board at their annual Fall meeting.  The Chair shall preside at all regular and special meetings of ABC, including developing and preparing meeting agendas, and designating and providing oversight to standing committees and task groups within ABC for special project implementation.  A Co-Chair may be elected as deemed necessary by the Executive Board to assist the Chair in these functions.
• Vice-Chair. The Vice-Chair may preside at meetings of ABC in the absence of the Chair or Co-Chair, and may perform the duties of the Chair in the event of absence or disability, together with other duties as may be designated by the Chair or the Executive Board.
• Secretary. The Secretary shall have charge of such books, documents and papers as the Executive Board shall determine. The Secretary shall be responsible for recording the minutes of all regular and special meetings (including arranging a proxy if he or she is unable to attend), keeping a record of attendance, dispersing the minutes to members, and be responsible for notices of meetings and all correspondence necessary for the operation of ABC.  The Secretary will also write letters on behalf of the ABC as requested by the Chair or Executive Board.
• Treasurer. The Treasurer shall be responsible for all funds and disbursements of ABC and shall deposit in the name of ABC all monies of ABC. The Treasurer shall perform all duties ordinarily incident to the office, including the preparation of an income and expense statement for the Fall annual meeting of the Executive Board.

Additional Powers and Duties 

In addition to the above enumerated duties, the officers shall perform such other duties and exercise such further powers as may be assigned by the Executive Board.

Compensation

No Officer shall receive compensation for his or her services as an Officer or as a member of a standing or special committee of the Executive Board.  Nothing herein contained shall be construed to preclude any Officer from receiving reimbursement for expenses incurred on behalf of the ABC or from serving the ABC in any other capacity and receiving compensation thereof.

COMMITTEES

The Executive Board may create committees as needed to conduct ABC business, such as fundraising, special projects, etc.  The Executive Board shall appoint all committee chairs by a simple majority.  Committees may be permanent, thus an ongoing and integral part of ABC, or temporary, appointed to fulfill a function that will terminate within a designated timeframe.

FISCAL YEAR 

The fiscal year of ABC shall begin January 1 and end December 31 of each year.

DISSOLUTION

ABC may be dissolved by a vote of a majority of voting members.  In the event of dissolution, any assets shall be distributed to one or more non-profit organizations whose purpose and objectives promote breastfeeding education and support.

CHANGE OF BYLAWS

These bylaws may be amended or repealed by a vote at any meeting of the membership, provided proper notice has been given to the entire membership for each proposed change.