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 ABC is open to anyone who is in agreement with the purposes and objectives of ABC. Members must sign a declaration of support for ABC’s mission and objectives. Membership is renewed on an annual basis. A nominal fee may be required for active membership. To avoid exclusion of 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 payment, membership structure, application, and the initiation of fee.

As of January 1, 2021 going forward, there may be three classifications of membership:

1.     Individual Membership:

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.

2.     Organizational Members:

Community task forces and coalitions that are community driven and/or not for profit (501.3c). Representatives from interested affiliated groups may participate in coalition activities and discussions one representative from each group may vote on coalition affairs and elections.

3.   Business Members:

A for profit commercial entity. 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 ABC objectives. They are not eligible to vote on ABC affairs or elections.

Section 2.    Manner of Acting

 Votes can be held at any regular or special ABC 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 ABC meeting. The President of his/her agent in the President’s absence will make the motion for any call to vote.

ARTICLE IV: BOARD OF DIRECTORS

Section 1.    Officers (Executive Committee)

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

Section 1a. Committee Chairs

Committee chairs are voting members of the Board of Directors.

Section 2.    Election and Terms

Candidates for the Board of Directors must be members of ABC for a minimum of one year and attend a minimum of 51% coalition meetings. The Board of Directors will be elected by vote during a regular or special ABC meeting and will serve a term of TWO years. Board of Directors members are eligible for re-election. Nominations are due to the Vice President within a minimum of 15 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 of any office will be filled by repeating the vote 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 excessive absences from the Board of Directors if she/he has more than 50% unexcused absences from ABC 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 ABC 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 of Board of Director nominations and shall perform the duties of the President in her/his absence. The Vice President shall fill the position of President until the 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 regard to bylaws and declared motions of business. The Vice President shall serve as the liaison between the United States Breastfeeding Committee (USBC) and ABC fulfilling duties as assigned by USBC. The Vice President will ensure all meetings and responsibilities to USBC are met by ABC.

The Secretary shall be responsible for taking meeting minutes, disseminating them to ABC members. The Secretary will disseminate meeting notices in advance of all scheduled meetings within the period set by the Board of Directors. The Secretary will collaborate with the Communication Director to develop and disseminate ABC public relations.

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 of the Board of Directors in fulfillment of the annual reporting requirements of the Arizona Corporation Commission and any other regulatory entity. The Treasurer shall  maintain membership records and communication with new, potential, and former members.

Communications Director shall be responsible for all social media accounts including the ABC website. The Communications Director shall monitor and facilitate public relations. 

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 ABC 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 ABC.

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 the Board of Directors Members must be present. Board of Directors members may send proxies on business decisions that need to be made.  At transition of a new Board of Directors, electronic accounts shall have passwords changed and financial accounts will be updated with the appropriate names of President, Treasurer, and Secretary.

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 ABC mission and 501(c)(3) status. Committee chairs have voting privileges with the Board of Directors. Committees may be dissolved by a vote of the Board if the activities of the subgroup conflict with the objectives of ABC.

ARTICLE VII: CONTRACTS, CHECKS, DEPOSITIS, AND FUNDS

Section1.     Contacts

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

Section 2.    Checks

Such officer shall sign all checks / debit card, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of ABC, 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 ABC 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 ABC any contribution, gift, bequest, or device for he general purposes or for any special purpose of ABC. Acceptance of gifts and contributions is contingent upon conformance to the International Code of Marketing of Breast Milk Substitutes.

Section 5.    Loan 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 ABC 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 a 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.

Adopted:  September 4, 2018

Adopted:  January 11, 2020

Adopted: June 3, 2020

Adopted: September 24, 2020

President: Angela Lober, PhD, RNC, IBCLC

ATTEST

Secretary: Beyauna Billings