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 promote, support, and protect natural, safe and healthy birth through 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.
• The experience of birth profoundly affects women and their families.
• Women’s inner wisdom guides them through birth.
• Women’s confidence and ability to give birth is either enhanced or diminished by the care provider and place of birth.
• Women have a 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 health care, to assume responsibility for their health and to trust their inner wisdom.
Section 1.3: Legal Status. Lamaze International is established in accordance with the laws of the State of New York pursuant to Articles of Incorporation filed June 29, 1960, and its Certificate of Incorporation, issued on August 22, 1960.
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 not later than the third Sunday in November of 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 mailed not 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 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.
F. Voting.
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 mailed 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.
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 nine (9) voting members including: five (5) Elected Directors and the four (4) Elective Officers 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.
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. Elected Directors shall serve a three-year term, which shall begin with the close of the outgoing Board of Directors meeting held within three days of the close of the Annual Meeting at which they were elected, and shall continue until the close of the outgoing Board of Directors meeting three years thereafter or later until his or her successor takes office.
B. Limitation of Terms.
1. Elected Directors—Not Elected to President-Elect. An Elected Director who completes a three year term without being elected to the office of President-Elect may be elected for a second consecutive three year term. An Elected Director who has served two consecutive three-year terms must be off of the Board for at least three years before being eligible to be elected to a third three-year term.
2. President-Elect During the First Three-Year Term.
A Director who has served less than one full year is not eligible for nomination and election to the office of President Elect. A Director elected to the office of President-Elect during the second year of his or her first three-year term as a Director will serve on the Board of Directors for five years (two years as an Elected Director and one year each as President-Elect, President, and Past-President) and must be off of the Board for at least one year before being eligible to be elected to a second three-year term. A Director elected to the office of President-Elect during the third year of his or her first three-year term as a Director will serve on the Board of Directors for six years (three years as an Elected Director and one year each as President-Elect, President, and Past-President) and must be off of the Board for at least three years before being elected for another three-year term.
3. President-Elect During a Second Three-Year Term. A Director elected to the office of President-Elect during the first year of a second consecutive three-year term will serve on the Board of Directors for seven years (four years as an elected Director and one year each as President-Elect, President, and Past-President) and must be off of the Board for at least three years before being elected for another three-year term. A Director may not be elected to the office of President-Elect during the second or third year of a second consecutive three-year term as a Director.
Section 5.3: Vacancies. Whenever a seat on the Board of Directors held by an Elected Director becomes vacant for any reason it shall be filled by the Substitute Director. The President shall notify the Substitute, in writing, of the vacancy, upon which notification, the Substitute Director assumes the duties of the Director whose seat is vacated for the remaining term of the vacancy. In the event of inability or refusal of the Substitute Director to fill a vacancy, the vacancy the position will remain vacant until the next election.
Section 5.4: Election of Directors and Substitute Director.
A. Elected Directors. Two Elected Directors shall be elected each year at the Annual Meeting for a regular three-year term in accordance with Section 5.1. The proxy ballot for the election of the two (2) Elected Directors and for a Substitute shall include at least four (4) nominees and space for write-in candidates. The vacancies for the Elected Directors shall be filled as follows: the individuals who received the greatest number of votes shall be elected to the open Elected Director positions, except in the 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 shall be elected, and the remaining positions should be filled by the candidates receiving the highest totals. Notwithstanding the above, if due to vacancies there are more than two (2) Elected Director positions to be filled, at least one (1) additional nominee per additional position shall be added to the proxy ballot, and of those nominees elected to Elected Director positions, those with the highest totals shall receive the longer terms.
B. Substitute Director. In each general election, the candidate receiving the next highest number of votes after those elected shall be elected to the position of Substitute Director. Each Substitute Director shall serve for one year without voting power as a Substitute. In the event an Elected Director has permanently vacated his/her seat, the Substitute Director shall fill the remaining term of the vacancy and assume all responsibilities of the Elected Director. A Substitute Director who fills a seat vacated by an Elected Director with less than eighteen (18) months remaining to be served in that term shall not be considered to have served a term on the Board of Directors for purposes of section 5.4:B relating to the limitation on the terms of office for Directors, otherwise, a Substitute Director shall be considered to have served the full term of that position for purposes of section 5.2:B relating to the limitation on the terms of office for Directors. Notwithstanding Section 5.1:A, a Substitute Director may fill a vacancy even if a Lamaze-Certified Childbirth Educator (LCCE), healthcare provider, or parent/consumer advocate will not be represented on the Board of Directors.
C. Method. No fewer than forty-five (45) days prior to the Annual Meeting, each voting member of record shall be mailed a proxy ballot, which shall be accompanied by biographical information about the nominees and such other information as may be requested by the Search Committee. 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 by mail and votes cast by hand, and to announce the Elected Directors and Substitute Director.
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 within three (3) days of the close of the Annual 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 five (5) Directors.
C. Quorum. Five (5) Directors present in person 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 or special 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.
E. 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.
F. Conference Telephone. A member of the Board of Directors or the Executive Committee may participate in a meeting by means of a conference telephone or similar communications equipment which allows all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
Section 5.6: Action by Directors in the Absence of a Meeting. Action may be taken by the Board of Directors in the interim between meetings by unanimous written consent. 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.
A. For Cause. Any one or more of the 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.
Section 5.8: Duties, Responsibilities, Powers. 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.
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 President-Elect, President, Past President, and Secretary/Treasurer.
Section 6.2: Election. The outgoing Board of Directors shall meet annually within three days of the Annual Meeting. The outgoing Board of Directors shall elect a President-Elect and a Secretary/Treasurer who will become members of the new Board of Directors and commence their terms upon the close of the Board meeting that follows the Annual Meeting.
Section 6.3: Terms of Office and Special Qualifications.
A. Term. Each officer shall serve for one year, which shall begin following the outgoing Board of Directors meeting and shall continue until the close of the outgoing Board of Directors meeting held in conjunction with the next year’s Annual Meeting. After completing a one-year term, each President-Elect shall become the President, and each President shall become the Past-President. The Secretary/Treasurer may be elected to serve additional one year terms as the Secretary/Treasurer during the course of his or her three year term as a Director.
B. Special Qualifications. Any current Director who has served at least one full year shall be eligible for nomination and election to the office of President-Elect. Any current or incoming Director shall be eligible for nomination and election to the office of Secretary/Treasurer; provided that the Secretary/Treasurer shall not serve simultaneously as the President-Elect, President, or Past-President.
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 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 President-Elect, whether by virtue of the President-Elect succeeding to the office of President or otherwise, the office of President-Elect shall be filled as determined by majority vote of the Board of Directors at any meeting of Directors where the vacancy is made known, or at the next subsequent meeting if such vacancy occurs in the period between meetings. 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.
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. The President-Elect shall succeed to the presidency when a vacancy occurs.
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 Director, 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 four members: two (2) Directors and two (2) members of Lamaze International not serving on the Board of Directors. The Board will appoint the Chair of the Search Committee, which shall be one of the Directors. The Chair will appoint the other members of the Search Committee in consultation with the President. The Search Committee shall not select one of its members to be on the slate as a Director or Substitute. The committee shall:
1. Issue a call for nominations for the vacant Director and Substitute 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.
3. Prepare a slate of candidates for election to the Board of Directors from the nominations received in accordance with procedures established by the Board of Directors.
4. Perform other leadership position searches and such other duties as are usual for Search Committees as assigned by the Board of Directors.
B. Executive.
1. Members. The Executive Committee shall be comprised of the Elective Officers of Lamaze International and the Chief Executive Officer, who shall serve ex-officio without vote and shall act for the Board of Directors in the interim between meetings of the Board by a three-fourths 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. 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.
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 by Board policy.
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 from members of Lamaze International in good standing as stated in Section 3.5:C herein.
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 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. The Chair of the Governing Body of each Council shall serve as a voting member of the Governing Body of the other Council.
Section 8.3: Composition.
A. Governing Body. Each Council shall have a governing body composed of three to five members, whose appointment or removal, with or without cause, shall be proposed by the Chair of the Council and approved by the President of Lamaze International. It is the responsibility of the Governing Body to conduct business in their specialized area.
B. Council Committees. Each Council will 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 and approved by the President of Lamaze International.
Section 8.4: Councils. There will be two Councils, the Education Council and the Certification Council.
A. Education Council.
1. Purpose and Activities.
The Education Council is responsible for developing, implementing, and evaluating professional education programs that promote childbirth educator training and development. All policy decisions relating to professional education programs, including curriculum development, entrance requirements, program accreditation, eligibility for program trainers and specialty workshop instructors, and development of continuing education are the sole decision of the Education Council and are not subject to approval by any other body. All such decisions must be consistent with policies, budgetary and fiscal considerations established by the Board of Directors, the philosophy, mission and goals of Lamaze International.
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, 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. 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 soleresponsibility 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. All such decisions must be consistent with the policies, budgetary and fiscal considerations established by the Board of Directors, the philosophy, mission and goals of Lamaze International.
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 in 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 OF BYLAWS
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.
ARTICLE XI: EFFECTIVE DATE
These bylaws and any amendments hereto shall become effective immediately subsequent to their adoption by the members of Lamaze International.
ARTICLE XII: MAIL REFERENCES
To the extent allowed by New York law, all references in the bylaws to “mail” or to “mailed” shall allow mail by U.S. mail, or by facsimile, e-mail, or other form of electronic transmission approved by the Board as affording at least a comparable degree of accuracy and security as U.S. mail.
Revisions approved: October, 2009