Objectives and Bylaws

Objectives &  Bylaws

 

Objectives:

1. Build and strengthen relationships between community agencies, professional associations, and governmental entities supporting breastfeeding initiation and duration.

2. To increase public acceptance of breastfeeding, increase public awareness of the benefits, and promote behavioral change that results in increased rates of breastfeeding initiation and duration.

3. To increase acceptance and support for breastfeeding in schools and work sites.

4. To promote public policies that support breastfeeding.

5. To advocate for public and private insurance coverage for breastfeeding support services and equipment.

6. To educate health care providers about breastfeeding and its benefits.

7. To increase services and support to families who are breastfeeding.

8. To serve as a fiscal agent or umbrella agency for other breastfeeding organizations.

 

Bylaws:

ARIZONA BREASTFEEDING COALITION

ARTICLE I: NAME

The name of this organization shall be the Arizona Breastfeeding Coalition.

ARTICLE II: PURPOSE

The Coalition will be operate exclusively for charitable, educational and scientific
purposes as defined in Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended. Specifically, the character of business that the Coalition intends to conduct is
described in the Mission Statement and Objectives that follow.

The mission of the Arizona Breastfeeding Coalition is to work collaboratively to increase
rates of breastfeeding initiation and duration in order to improve the health of Arizonas
families.

The objectives of the Arizona Breastfeeding Coalition are:
1. Build and strengthen relationships between community agencies, professional associations, and governmental entities supporting breastfeeding initiation and duration.
2..To increase public acceptance of breastfeeding, increase public awareness of the
benefits, and promote behavioral change that results in increased rates of
breastfeeding initiation and duration.
3. To increase acceptance and support for breastfeeding in schools and work sites.
4. To promote public policies that support breastfeeding.
5. To advocate for public and private insurance coverage for breastfeeding support services and equipment.
6. To educate health care providers about breastfeeding and its benefits.
7. To increase services and support to families who are breastfeeding or providing breastmilk.
8. To serve as a fiscal agent or umbrella agency for other breastfeeding Organizations.

ARTICLE III: MEMBERS

Section 1. Members

Membership of the Arizona Breastfeeding Coalition is open to anyone who is in
agreement with the purposes and objectives of the Coalition.
Members must sign a declaration of support for the Coalitions mission and objectives.
Membership is renewed on an annual basis. A nominal fee may be required for active
membership. In order not to exclude any person, a membership fee waiver will be
available for those not able to pay. The Board of Directors will be responsible for: the
fee amount, method of fee payment, membership structure, application and the initiation
of the fee.

There may be two classifications of membership:

Individual Members:

Individuals who meet the criteria detailed above are considered active members.
They are allowed voting privileges for all matters to be determined by the general
membership.

Organizational Members:

Representatives from interested affiliated groups may participate in coalition
activities and discussions one representative from each group may vote on
coalition affairs and elections.

Visitors may attend meetings and volunteer to work on Coalition objectives. They are
not eligible to vote on Coalition affairs or elections.
Section 2. Manner of Acting

Votes can be held at any regular or special Coalition meeting, as deemed necessary by
members present during that meeting. Any member present in person or by conference
telephone (or other similar device) can vote. Votes of all members and officers are equal.
Votes can be requested and submitted by proxy during elections and other situations as
deemed necessary by members present during any regular or special Coalition meeting.
The President or his/her agent in the Presidents absence will make the motion for any
call for vote.

ARTICLE IV: BOARD OF DIRECTORS

Section 1. Officers

Officers are responsible for the operation of the Coalition. All officers must be active
members of the Coalition. The officers of the Coalition shall be President, Vice
President, Secretary, and Treasurer. All officers will sign a Declaration of Ethics and
must declare any conflict of interest prior to any Board of Director vote. The officers
will be called the Board of Directors.

Section 2. Election and Terms

The Board of Directors will be elected by vote during a regular or special Coalition
meeting and will serve a term of two years. Board of Directors Members are eligible for
re-elections. Nominations are due to the Vice President within a minimum of 60 days
prior to elections, unless otherwise noted by the Board of Directors. Elections will be
held in the month of December of term year-end.

Nominations will occur at a regular meeting prior to the voting date.

Members not in attendance for the vote may vote by
proxy. Proxies will be provided upon request. The Board of Directors will determine
how to distribute proxies. With the exception of the President, a vacancy in any office
will be filled by repeating the voting process at a regular or special meeting. If a vacancy
occurs in the office of President, the Vice President shall fill that vacancy until the end of
the term.

Section 3. Resignation, Termination and Absences

Resignation from the Board of Directors must be in writing and received by the President
and Secretary. A Board of Directors member shall be terminated for excess absences
from the Board of Directors if he/she has more than 50% unexcused absences from
Coalition meetings (General, Special and Board of Directors meetings) in a calendar year.
A Board of Directors member may be removed for other reasons by a three-fourths vote
of the remaining directors. Removal vote may only take place after a formal warning and
probationary period of a minimum of 90 days has occurred.

Section 4. Duties and Responsibilities

The President shall be the organizational representative to the Arizona Breastfeeding
Coalition and to the public, and shall be responsible for calling and presiding over regular
and special Coalition meetings. The President, in conjunction with the Board of
Directors, will be responsible for fulfilling the annual reporting requirements of the
Arizona Corporation Commission.

The Vice President shall be responsible for soliciting Board of Director nominations and
shall perform the duties of the President in his/her absence. The Vice President shall fill
the position of President until end of the term if a vacancy in the office of President
occurs during a term. The Vice President will act as Parliamentarian of Coalition
Meetings in regards to Bylaws and declared motions of business.

The Secretary shall be responsible for taking meeting minutes, disseminating them to
Coalition members and maintaining membership records. The Secretary will disseminate
meeting notices in advance of all scheduled meetings within the period set by the Board
of Directors.

The Treasurer shall be responsible for an accurate accounting of all monies and the
disbursement of funds. The Treasurer shall report the state of the treasury at each
meeting either in person or by submitting a report to the President. The Treasurer is
additionally responsible for providing information to the Board of Directors in fulfillment
of the annual reporting requirements of the Arizona Corporation Commission and any
other regulatory entity.

Section 5. Employees

The Board of Directors may establish such positions of employment, as it deems
desirable from time to time and shall fix the compensation for such positions. Subject to
the control and direction of the Board of Directors, the President shall hire and discharge
employees necessary for the proper conduct of the business of the Coalition.

ARTICLE V: MEETINGS

Section 1. Regular Coalition Meetings

Coalition meetings will be held a minimum of four meetings per year. Attendance by
members can be in person, by proxy, or by conference telephone (or other similar device)
when such facilities are available. All members shall be duly notified of each meeting.
Notice of each meeting shall be sent to each voting member not less than ten days before
the meeting.

The annual calendar of regular meeting dates shall be determined at a general meeting
following the election of Board of Directors.

A simple majority of members present and proxies will determine all votes. There must
be a quorum of Board of Directors Members for any vote to take place.

Section 2. Special Coalition Meetings

Special meetings can be held occasionally as decided upon by the Coalition membership
and approved by board members. Special meetings can be held for the purposes of
membership recruitment, strategic planning, special recognition, or any other reason
determined by the Coalition.

Section 3. Board of Directors Member Meetings

Board of Directors will meet a minimum of four times a year in addition to the General
Coalition and Special Coalition Meetings. A quorum of 75% of Board of Directors
Members must be present. Board of Directors Members may send proxies on business
decisions that need to be made.

ARTICLE VI: COMMITTEES

The Board of Directors to fulfill functions chosen by a vote of the membership and or
Board of Directors shall name committees. Committees may be permanent, thus an
ongoing and integral part of each meeting, and/or temporary; and/or appointed to fulfill a
function that will terminate within an appointed or designated time.
Committee chairs will be identified on a volunteer basis for each committee. Committee
Chairs will report to the Board of Directors any committee actions to ensure compliance
with Coalition mission and 501-3c status.
Committees may be dissolved by a vote of the Board if the activities of the subgroup
conflict with the objectives of the Coalition.

ARTICLE VII: CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 1. Contracts

The Board of Directors in majority vote may authorize any officer or officers, agent or
agents of the Coalition, in addition to the officers so authorized by these Bylaws, to enter
into any contract or execute and deliver any instrument in the name of and on behalf of
the Coalition, and such authority may be general or confined to specific instances.

Section 2. Checks

Such officer shall sign all checks, drafts or orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the Coalition, or officers, agent or
agents of the Coalition in such manner as shall from time to time be determined by
resolution of the Board of Directors. In the absence of such determination by the Board
of Directors, such instrument shall be signed by the Secretary or Treasurer and
countersigned by the President or a Vice-President of the Coalition.

Section 3. Deposits

All funds of the Coalition shall be deposited in a timely manner to the credit of the
Coalition in such banks, trust companies or other depositories as the Board of Directors
may select.

Section 4. Gifts

The Board of Directors may accept on behalf of the Coalition any contribution, gift,
bequest, or device for the general purposes or for any special purpose of the Coalition.
Acceptance of gifts and contributions is contingent upon conformance to the International
Code of Marketing of Breast-milk Substitutes.

Section 5. Loans to Officers

No loan shall be made by or to this Coalition and no evidences of indebtedness shall be
issued in its name, unless authorized by a resolution of the Board of Directors. Such
authority may be general or confined to specific instances. No loans shall be made by the
Coalition to any of its officers.

ARTICLE VIII: FISCAL YEAR

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

ARTICLE IX: DISSOLUTION

Members must be notified by mail of intent to dissolve. Arizona Breastfeeding Coalition
may be dissolved by a vote to dissolve with a minimum of two thirds of its voting
members and 100% of its Board of Directors. In the event of dissolution of the Arizona
Breastfeeding Coalition, any assets shall be distributed to any organization(s) whose
purpose and objectives promote breastfeeding education and support to be determined by
the Board of Directors.

ARTICLE X: CHANGE OF BYLAWS

These bylaws may be amended or repealed by vote at a meeting of the membership called
for acting upon such amendments or by ballot executed in writing, provided proper notice
has been given to the entire membership for each proposed change.