Lamaze International Bylaws define the elective officers of the Board of Directors as Secretary/Treasurer, President-Elect, President, and Past-President. Each year the Board of Directors is responsible for electing a Secretary/Treasurer who will succeed each year through the elective board officer positions. Adopting a process for nomination and election of the incoming Secretary/Treasurer allows time for the Board of Directors to give thoughtful consideration to the leadership succession plan and for the nominated candidate to plan in advance for this elective officer commitment.
Each officer serves for a term of one year, which begins following the outgoing Annual Board of Directors meeting and continues until the close Annual Board of Directors meeting held in conjunction with the next year’s Annual Member Meeting. At the end of his/her term, the Secretary/Treasurer becomes the President-Elect, each President-Elect becomes the President and each President becomes the Past-President.
To be eligible for election to the office of Secretary/Treasurer, a Director must (i) have served at least one year as an At-Large Director, and (ii) no more than three full years an At-Large Director.
Approved: April 2016
Revised: March 2018
The Lamaze Board of Directors, in carrying out its policy and program responsibilities effectively, must maintain strong and active interaction and communication with committees and other groups within the organization. Board liaisons are assigned to facilitate this commitment.
The objectives of the Board liaison position are:
Approved: April 2011
Governance: Board of Directors Agreement
As a member of the Board of Directors of Lamaze International (“Lamaze”), I understand that the Board is responsible for overseeing Lamaze’s operations, finances, and investments, ensuring that Lamaze is complying with its legal obligations, and planning for Lamaze’s future. I understand that it is my responsibility to support a strong partnership between volunteer leaders and staff based upon common expectations, trust, collaborative planning, joint evaluation, and mutual respect. I understand that I have a fiduciary duty to further the charitable mission of Lamaze, exercise care in my duties, and act in good faith and in the best interests of Lamaze.
I agree to do the following as part of my director duties:
As a Director, I am entitled to the following:
I agree to fulfill my responsibilities under this agreement and to notify the President if I feel Lamaze is not fulfilling its responsibilities to me.
Approved: April 2016
Outlined below are the primary responsibilities of members and elective officers of the Lamaze International Board of Directors.
The Board of Directors shall consist of eleven (11) voting members including: seven (7) Elected Directors and four (4) Elective Officers. 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. All members of the Board of Directors are responsible for overseeing the health and direction of the organization. Directors shall:
Elected Directors shall serve a four-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 four years thereafter or later until his or her successor takes office.
As the elective head of Lamaze International, the President should be held to all expectations of a director and in addition shall:
The Past-President shall perform duties as delegated by the President and help transition the President into the elected position and should be held to all expectations of a director and shall:
The President-Elect shall perform duties as delegated by the President, should be held to all expectations of a director and in addition shall:
As the custodian of the official records for the organization and responsible for monitoring the financial condition of the organization, the Secretary-Treasurer should be held to all expectations of a director and in addition shall:
Approved: November 1995
Revised: September 2005, October 2017
Revised: April 2019
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:
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 telecommunications 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 (but 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 screen 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:
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 constituency 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 childbearing 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
Lamaze International considers it important that there be a full understanding of and confidence in the honesty and integrity of Lamaze International’s business dealings, that adequate steps are taken to assure that all actions are for the benefit of the organization, and that no Director, Officer or Key Employee or Volunteer has, or is perceived to have, a divided loyalty or other interest which may be in conflict with his or her duties to Lamaze International.
To best serve these purposes Lamaze International’s Board of Directors ("the Board") has adopted this Conflict of Interest Policy ("Policy", which is designed to promote the identification, disclosure, evaluation, and disposition of any actual, potential, or apparent conflicts of interest that in fact or in appearance call into question the undivided duty of loyalty of the Board, Officers, and Key Employees or Volunteers to the organization. Lamaze International may also require non-Board members serving on Committees of the Board of Directors (each "Committee") to comply with this Policy. Such individuals shall be treated as Directors and "interested persons" for purposes of this Policy.
Procedures for Addressing Conflicts of Interest
Any transaction, agreement or other arrangement in which the interests of a Related Party could be seen as competing with the interests of Lamaze International shall be treated as an actual, potential, or perceived conflict of interest (even where there is no Financial Interest), and shall be addressed as set forth below.
Annual Disclosure Statement
Each Director, Officer, and Key Employee or Volunteer must update his or her disclosure statement as necessary to reflect changes over the course of the year.
Approved: April 2016
[Button: Download Volunteer Disclosure Form]
The directors and officers of a nonprofit corporation are required to serve the corporation with undivided loyalty, care, and obedience. Directors and officers shall act in the best interest of Lamaze International and comply with applicable legal requirements. The provisions below are intended as reminders of this fiduciary duty obligation.
A. Duty of Loyalty
The duty of loyalty requires a director to exhibit undivided allegiance to the corporation. In exercising the duty of loyalty, Board members with conflicts of interest must excuse themselves from any participation in the area of conflict. Members of the Board of Directors must refrain from using their position or information they receive by reason of serving as an officer or director for private gain or for the benefit of a third party – even if the third party is another nonprofit organization.
B. Duty of Care
The duty of care requires directors to adequately inform themselves and carefully study, deliberate on, and monitor Lamaze International’s activities. Each Director shall discharge his or her duties in good faith, with ordinary care, and in a manner the director reasonably believes to be in the best interest of the corporation. Each Director is expected to fully prepare for and participate in meetings, to complete assignments on schedule, and to monitor and evaluate the performance of active executive management staff. Each Director is expected to share with the Board any information that might be relevant to the Board’s decision-making (other than information that is protected from disclosure by law, a legally enforceable obligation of confidentiality, or a professional ethics rule).
C. Duty of Obedience
The duty of obedience requires that directors follow Lamaze International’s articles of incorporation, bylaws, policies and state and federal law. Although directors are not responsible for technical compliance with every detail of every complex regulatory scheme, they are responsible for ensuring that there are reasonable compliance mechanisms in place.
In the past royalty revenue spending has not been specifically guided by policy but in practice, royalties have been used as needed for operating revenue for ongoing program support. This practice proves challenging in the case where royalty revenue trends begin to decline and tough decisions need to be made during budget planning, and determining how to “right-size” ongoing program budget allocations and use of reserve funds for operations versus special projects.
Lamaze International has entered into various corporate licensing partnerships, which license use of the Lamaze trademark on consumer products, such as infant development toys and books, children’s wear, maternity intimate apparel, and content partnerships. These corporate partnerships, and related licensing royalty revenue, exist to provide ongoing support for the mission and goals of Lamaze International’s charitable purposes.
This policy provides general principles for assessing corporate licensing partnerships and guidelines for managing ensuing royalty revenue for financial planning purposes. This policy will be applied in connection with other financial policies, including the Net Asset Policy, which provides guidance on management of Reserve Funds, Special Project Funds and the Investment Policy, which defines how these Reserve Funds are invested.
This policy and guidelines should be reviewed at least every three years to assure their continued relevance to the policies and operations of Lamaze and to our business environment.
General Principles for Establishing Corporate Relationships
The following general principles provide guidance for appropriate corporate licensing partnerships:
Corporate Relationship Guidelines
The formation of corporate licensing partnerships must comply with the following guidelines:
Royalty Management and Budget Planning
The Board of Directors and management must carefully manage the balance between current financial needs and future needs. The perpetual challenge is to decide how much of the available assets should be used to support ongoing programming, special projects, and what portion should be invested for the future. The mission, vision and strategic priorities will be used to guide prioritizing and decision-making related to use of royalty revenue and budget planning.
Royalty Management/Budget Guidelines
The following guidelines will be used in annual budget planning:
Approved: August 2017
Your contributions to Lamaze International are truly valued. Please estimate to the best of your ability your contributions, and feel free to write on back or attach a separate page.
Name_________________________________________________ Time Period _______________
1) Contributions of Time
· Attending meetings __________hours
· On the phone __________hours
· Doing work __________hours
· Other (describe) __________hours
Amount you are paid for your time for similar work: $ _____________ /hour
Total Hours ________x $________ per hour = $ _____________
2) In-Kind Contributions
· Copying, printing $ _____________
· Telephone $ _____________
· Travel costs $ _____________
· Other – describe: $ _____________
Total $ _____________
3) Financial Contributions (beyond membership dues)
Description $ _____________
4) Contributions You Solicited on Behalf of Lamaze International.
Do letters of thanks need to be sent to anyone?
5) Please note any other contributions.
Read Conflict Of Interest Statement
I have read and understand the Conflict of Interest Policy, and have identified below any potential conflicts of interest, which may arise in my capacity as a Lamaze International officer, committee member, consultant or staff person.
Potential conflicts of interest:
Any content or materials (the “Materials”) contributed by Lamaze International (“Lamaze”) members during volunteer service to Lamaze constitute a “work made for hire” under United States copyright law. Lamaze will be the exclusive owner of all copyright, trademark and proprietary rights to the Materials. If the Materials do not constitute work made for hire as a matter of law, then assigned volunteers agree to transfer and assign all rights in the Materials to Lamaze. Lamaze volunteers agree to assign to Lamaze and/or waive any claim they may have in any jurisdiction to so-called “moral rights” or rights of “droit morale” (rights of attribution and integrity) in connection with the Materials. Lamaze volunteers will provide any further documentation of these transfers that Lamaze may request.
Under circumstances where a volunteer contributes a portion of his or her personal pre-existing Materials, the individual will retain copyright for that Material and will grant a license to use their Material at no cost to Lamaze International. In such case, Lamaze retains rights as the sole owner of copyright, trademark, and other intellectual property and proprietary rights to the complete work.
Lamaze International has complete responsibility for the content, scientific control and editorial policy of The Journal of Perinatal Education. To discharge this responsibility, Lamaze International will appoint an Editor/ Editors and editorial board to carry out its publication in accordance with this policy.
The Journal of Perinatal Education (JPE) the official journal of Lamaze International is a quarterly, peer-reviewed publication whose mission is to protect and support natural, safe, and healthy birth through education and advocacy. The journal publishes peer-reviewed articles and evidence-based, practical resources that childbirth educators and other health care professionals can use to enhance the quality and effectiveness of their care or teaching to prepare expectant parents for pregnancy, birth and early parenting.
Articles will focus on issues, educational topics, clinical practice and research related to childbirth and perinatal education. In addition to articles on these subjects, JPE will include home study modules, book reviews, abstracts with commentaries, critiques from other journals, etc. Articles and items that will advance the Lamaze International mission should be given preference. The editorial policy and content of JPE shall at all times reflect the image and reputation of Lamaze International and shall be consistent with the principles adopted by Lamaze International to accomplish its mission. All advertisements accepted for publication in the JPE must adhere to Lamaze International advertising standards.
The appointment and removal of the Editor is the responsibility of the Lamaze International President in consultation with the Board of Directors.
When a vacancy in the Editor position occurs, a call for applications will be published to seek interested candidates. The Search Committee will be asked to consider the applications and make a recommendation to The President for board approval. Candidates for the Editor may be recommended or nominated by the outgoing Editor or members of the Board of Directors or they may nominate themselves. A curriculum vitae and a statement summarizing qualifications will be reviewed by an Editor Search Task Force who will present their recommendations to the President for final approval.
The Board of Directors may remove the Editor for due cause by a two-thirds majority vote of the Board. Causes for removal of the Editor shall include, but not be limited to, failure to fulfill the responsibilities and duties of the position.
Editor: Eligibility Criteria
The eligibility criteria for appointment shall include, but not be limited to, the following:
The term of appointment for the Editor is for three (3) years and may be renewed for additional three (3) year terms.
The Editor shall be paid an annual editorial stipend for preparing quarterly issues of the Journal for publication.
Editor: General Responsibilities
The Editor of JPE is directly accountable to the Lamaze International Board of Directors. The Editor is responsible for all aspects of preparing the content of JPE for publication. These specific responsibilities include:
Editorial Board: Composition
The Editorial Board shall be comprised of the Editor, Associate Editor and up to 12 members who are experts in the field of perinatal education. Editorial Board members and Associate Editors may be appointed at the discretion of the Editor. In addition, Editorial Board members may be appointed to serve as Contributing Columnists of the JPE.
Editorial Board: Eligibility Criteria
The eligibility criteria for appointment shall include, but not be limited to, the following:
Editorial Board: Responsibilities
Members of the Editorial Board are directly accountable to the Editor of JPE. The responsibilities of Editorial Board members are as follows:
Editorial Board: Term
The term of appointment for Editorial Board members is for three (3) years and may be renewed for additional three (3) year terms. Editorial Board member terms will be staggered.
An Associate Editor(s) may be appointed by the Editor to serve, to assist in carrying out editorial responsibilities and making recommendations regarding the content of JPE.
Contributing Columnists may be appointed by the Editor to serve, on a voluntary basis, to write a column for specified issues of JPE.
Manuscript reviewers may be selected by the Editor to review, on a voluntary basis, a specific manuscript in their particular area of expertise. The reviewers do not have to be members of the JPE Editorial Board or Lamaze International.
Adopted: October 14,1994
Revised: March 2006; October 2012; October 2018
Lamaze’s Directors, Officers, Council and Committee members and other volunteers agree to the following standards to enhance its work.
Approved: April 2016
Download the application here.
The intent of this Licensing Program Policy (the “Policy”) is to clarify for the public the source of Lamaze programs, activities and materials conducted by components of Lamaze International, to maintain the quality of the goods or services that are offered in conjunction with Lamaze International’s trademarks, and to ensure proper use of those trademarks.
This Policy has been adopted to assure that the Lamaze® mark and name continues to be trusted and known for advancing safe and healthy pregnancy, birth, and early parenting through evidence-based education and advocacy. To protect our respected reputation, trademark, and name recognition, Lamaze International has developed a formalized Lamaze Licensing Program, which is available to Lamaze International members, Lamaze Certified Childbirth Educators (LCCE educator), Lamaze International Chapters, and Lamaze Childbirth Educator Programs.
Lamaze Licensed Marks
The Lamaze® mark, the Lamaze Dots logo marks, the Certification Seal and Accreditation Seal as shown on Exhibit A (collectively, the “Licensed Marks”) may be used, only as specified in this Policy, for purposes of advancing the Lamaze® mission, which is to advance safe and healthy pregnancy, birth and early parenting through evidence-based education and advocacy.
It is the policy of Lamaze International that members, LCCE educators, chapters and childbirth educator programs may by license from Lamaze International use the Licensed Marks to promote Lamaze childbirth education services as specified herein. No individual, group, or other entity may use the Licensed Marks other than by license from Lamaze International.
There are five basic categories of individuals and groups affiliated with Lamaze International who may use the Licensed Marks as indicated below, strictly as specified in this Policy: Lamaze International members; Lamaze Certified Childbirth Educators (LCCE educators) members/non-members; Lamaze International Chapters; and Lamaze Childbirth Educator Programs.
Lamaze International Members Who Are Not LCCE Educators
Lamaze International members who are not LCCE educators agree, in their applications/renewals for membership, to abide by Lamaze International bylaws, rules and policies, including this Policy and others concerning use of the Licensed Marks of the organization. Current members of Lamaze International who are not LCCE educator certified are licensed only to identify themselves as "a member of Lamaze® International" or "a member of Lamaze®".
Lamaze International policy prohibits members who are not LCCE educator certified from use of the Lamaze Dots Logo or stating or implying that they offer Lamaze® classes, Lamaze® instruction, or Lamaze® childbirth education.
Lamaze Childbirth Educator Program Students and Seminar Attendees
Lamaze Childbirth Educator Program students and seminar attendees who are not LCCE certified have limited use of the Licensed Marks of the organization. Within the three-year period following seminar attendance, they may use the Licensed Marks in the promotion of Lamaze® childbirth education as follows:
Lamaze International policy prohibits Lamaze Childbirth Educator Program students and seminar attendees who are not LCCE certified from use of the Lamaze Dots Logo or stating or implying that they are Lamaze certified or that they offer Lamaze® classes, Lamaze® instruction, or Lamaze® childbirth education.
LCCE Certified Lamaze International Members
To identify themselves as "a member of Lamaze® International" or "a member of Lamaze®. Lamaze International members who are LCCE educators agree, in their applications/renewals for membership, to abide by Lamaze International bylaws, rules and policies, including this Policy and others concerning use of the Licensed Marks. They also agree, when applying for certification/recertification, that they will abide by the code of ethics established by the Lamaze Certification Council and Lamaze International, including those concerning use of the Licensed Marks. As long as members who are LCCE certified remain in good standing, they are licensed to use the Licensed Marks in the promotion of Lamaze® childbirth education as follows:
Lamaze Childbirth Educator Programs
The program director of each Lamaze® Childbirth Educator Program is required to execute an accreditation agreement and license, which includes provisions regarding the following use of the Licensed Marks:
Lamaze International policy prohibits the use of the Lamaze Dots Logo by retired or lapsed LCCE educators who do not maintain certification or membership with Lamaze International.
Lamaze International Chapters
Each Lamaze International Chapter executes a charter agreement, which includes provisions regarding the following use of the Licensed Marks:
While Lamaze International chapters are allowed to use the Lamaze® mark and the Lamaze Dots Chapter Logo as part of their organization identification as provided above, they are not authorized to license or permit the use of any of the Licensed Marks in any manner by their individual members.
Usage of the Licensed Marks
Licensed individuals or organizations may use the Licensed Marks on business cards, stationary or a professional website or blog in connection with the promotion of Lamaze® childbirth education without further written approval provided such use complies with this Policy. All use of the Licensed Marks must clearly identify the licensee’s relationship with Lamaze International and must comply with Lamaze International graphics standards. The Licensed Marks may not, without prior written permission from Lamaze International, be used as part of a domain name, screen name, URL, keyword, social media name (e.g., Twitter, Facebook), email address, or other identifier or in any such manner that would imply or represent any connection with Lamaze International other than the individual’s or organization’s actual relationship as a member, LCCE educator, chapter or program. Lamaze International controls the quality of goods and services offered in conjunction with the Licensed Marks through this Policy and other rules, guidelines, and policies and has the right to exercise such control over use of the Licensed Marks.
Requests for use of the Licensed Marks on promotional materials other than business cards, stationery or a professional website or blog in connection with promotion of Lamaze® childbirth education, must be submitted in writing to the Executive Director for Lamaze’s prior written approval at its sole discretion and must state the specific usage intended. Samples of the planned materials, which must be consistent with the Lamaze International philosophy and principles, must be included with such requests. Promotional materials may include such items as brochures, flyers or display ads.
Decisions regarding use of the Licensed Marks will be monitored and controlled by the Executive Director, under policy direction of the Lamaze International Board of Directors. No individual or group may use the Licensed Marks without the prior express written consent of the Executive Director, which cannot be given without a majority vote of the Lamaze International Board of Directors.
The Licensed Marks may not be used in a manner that is in conflict with Lamaze International philosophy or principles or which disparages or brings in to disrepute Lamaze International or the Licensed Marks. In case of uncertainty on proper use of the Licensed Marks, you should contact the Lamaze Administrative Office. Lamaze International shall be the final judge in its sole discretion as to whether any use of the Licensed Marks complies with this Policy. .
Applying for Use of the Lamaze® Licensed Marks
The Licensed Marks are trademarks owned exclusively by Lamaze International. Use of the Licensed Marks by approved individuals and organizations is only by license from Lamaze International as stated in this Policy. Use in any other circumstances without Lamaze International’s prior written approval constitutes trademark infringement, misappropriation, and breach of contract and is subject to legal action. Lamaze International retains the right in its sole discretion to rescind permission immediately to use the Licensed Marks if they are used improperly.
Lamaze International members and/or LCCE educators are licensed to use certain Licensed Marks as set forth in this Policy without further action. Only those individuals desiring to use the marks in a manner not already licensed are required to submit a licensing application form (Attachment I). For example, a member LCCE educator who only intends to use the Licensed Marks as specified in this Policy need not submit any further application. The licensing agreement for these uses is covered by membership and recertification applications. However, a member LCCE educator who would like to use the Licensed Marks on promotional materials, such as brochures and flyers, must submit a licensing application for use of these Licensed Marks.
Chapters and programs sign an agreement with Lamaze International that includes use of the Licensed Marks. Any use beyond that allowed by the chapter or accreditation agreement must be applied for using the licensing application form.
Rules for Use of the Lamaze® Licensed Marks:
Individuals or organizations that use the Licensed Marks under license from Lamaze International agree to comply with the following, among other things:
Revised: January 2015, May 2018
To ensure that requests for endorsement of products and programs are handled in accordance with Lamaze International’s philosophy and principles.
Lamaze International does not endorse any commercial product or program. Editors of the Lamaze International newsletter and journal may, at her/his discretion, include commercial products and programs in the resource section of the publication. Advertising in any Lamaze International publication, sponsorship of any program or event, exhibiting at the annual conference or use of the membership mailing list by any commercial or non-profit entity does not imply endorsement by Lamaze International.
Use of the “Lamaze” mark by corporations to which Lamaze International has licensed the mark for specific uses does not imply endorsement of the product by Lamaze International, but indicates that Lamaze International has approved the appropriateness of such products for inclusion in the licensee’s program. Lamaze International assumes no liability for the performance of the products or the veracity of the statements made by the manufacturers about their products.
Approved: October 1992
Revised: September 2000
Reviewed: October 2018
Board of Directors
Board Liaisons to Committees and Councils
Accreditation Council Governing Body
Education Council Governing Body
Certification Council Governing Body
Lamaze Institute for Safe and Healthy Birth
Approved Provider Unit (ANCC)
International Development Task Force
Journal of Perinatal Education Editorial Board
Executive Director and Staff
Role Description: Board of Directors
Role Description: Board Liaison to Committees and Councils
Role Description: Executive Committee
The Bylaws of Lamaze International authorizes the Executive Committee to act on behalf of the Board of Directors when the Board of Directors is not in session. The Executive Committee usually is restricted in its scope to act only to the extent that it knows how the Board of Directors would act on any given topic. If the Executive Committee does not know how the Board would act or if it is unsure, then the matter under consideration would be deferred to the Board of Directors. In unusual cases, usually due to the time constraints, the Executive Committee may act on a matter when the Board’s position is not clear.
Role Description: President
Role Description: Finance Committee
Role Description: Search Committee
Role Description: Accreditation Council Governing Body
Role Description: Education Council Governing Body
Role Description: Certification Council Governing Body
Role Description: Lamaze Institute for Safe and Healthy Birth
Role Description: Conference Committee
Role Description: Membership Committee
Role Description: ANCC Approved Provider Unit
Role Description: International Development Task Force
Role Description: Journal of Perinatal Education Editor-in-Chief
Role Description: Executive Director
Lamaze International has relationships with several sister organizations, which have asked to have official representatives appointed as liaisons with the Lamaze International and its Board of Directors. This policy outlines the purpose, term, responsibilities and compensation for these appointed liaisons.
Coalition for Improving Maternity Services
Lamaze International will appoint a representative to serve as the Lamaze International/CIMS Liaison at the annual CIMS meeting.
The CIMS Liaison appointment is for a two-year term, appointed by the President.
The CIMS Liaison is responsible for attending the CIMS annual meeting and producing a written CIMS report to be distributed to the Board of Directors in a timely manner after the meeting.
The CIMS Liaison will be reimbursed for travel expenses to attend CIMS meetings consistent with the Lamaze International Travel Reimbursement Policy, and within the allocated budget.
United States Breastfeeding Committee
Lamaze International will appoint two representatives (one delegate and one alternate delegate as expected of the United States Breastfeeding Committee’s member organizations) to serve as Lamaze International’s representatives at the United States Breastfeeding Committee meetings, which occur two times a year.
The United States Breastfeeding Committee Liaison appointments are for two-year terms. The delegate shall be the Coordinator of the Breastfeeding Curriculum, and the alternate shall be appointed by the President.
The United States Breastfeeding Committee Liaison is responsible for attending the United States Breastfeeding Committee meetings and producing a written United States Breastfeeding Committee report to be distributed to the Board of Directors in a timely manner after the meetings.
The United States Breastfeeding Committee Liaison will be reimbursed for travel expenses to attend the annual United States Breastfeeding Committee meeting consistent with the Lamaze International Travel Reimbursement Policy, and within the allocated budget.
Joint Commission (JCAHO)
Lamaze International will appoint one representative to serve as a representative to the Joint Commission Liaison Network.
The Joint Commission Liaison Network appointment is for a two-year term, appointed by the President.
The Liaison Network ensures that The Joint Commission receives important input when developing its services and products and helps maintain and strengthen the relationships between The Joint Commission and over 230 health care organizations. The intent is to build relationships with organizations in the Network by sharing information about the quality and safety of patient care. An Invitational Liaison Forum is held annually to inform members about the current Joint Commission initiatives and to solicit feedback from participating organizations on the latest trends affecting their organizations. Throughout the year, Liaison Network members receive newsletters, field reviews, and informational materials to keep them up to date.
The Liaison Network representative will be reimbursed for travel expenses to attend the annual Invitational Liaison Forum consistent with the Lamaze International Travel Reimbursement Policy, and within the allocated budget.
National Quality Forum (NQF)
Lamaze International will appoint one representative to serve as a representative to the National Quality Forum.
The NQF representative appointment is for a two-year term, appointed by the President.
The National Quality Forum (NQF) is a not-for-profit membership organization created to develop and implement a national strategy for health care quality measurement and reporting. The Lamaze representative is responsible for monitoring NQF activities and coordinating a response to developing and endorsing voluntary consensus standards, including performance measures, measurement frameworks, preferred practices, or reporting guidelines.
The NQF representative will be reimbursed for travel expenses to attend the annual National Quality Forum meeting consistent with the Lamaze International Travel Reimbursement Policy, and within the allocated budget.
Other Board Liaisons
When other such liaison positions are requested of Lamaze International, the request will be forwarded to the board for approval, along with the estimated financial impact, and the President will make the appointment considering the expertise required by the position.
Approved: August 2002
Revised: September 2008
Lamaze International highly values the volunteers who support the work of the organization by sharing their time, talent and resources. People who volunteer together have an impact on each other’s performance, productivity, and personal satisfaction in their volunteer experiences. In addition, how our volunteers interact with our stakeholders and the community-at-large will influence whether those relationships are successful for Lamaze International. Overall, volunteers are expected to treat all parties affiliated with Lamaze International with dignity and respect, including (but not limited to) other volunteers, employees, and program participants. These policies have been adopted to clarify our expectations for Council and Committee members, and other volunteers. Similar requirements will be included in the contracts governing the management company, and other consultants and contractors.
Volunteers agree to adhere to and be bound by the following commitments to promote efficiency, respect, and good governance:
A. Volunteers will be familiar with the Lamaze mission and goals and the roles and responsibilities of their position, and will abide by all Lamaze policies.
B. Volunteers will be thorough and diligent in reviewing the underlying facts and issues for each recommendation or decision they are called upon to make. Volunteers will review materials in preparation for meetings, and between meetings will engage in timely communication, generally within three (3) business days when not on vacation/travel. Volunteers will be respectful in electronic communications and will follow standards established for e-mail etiquette to enhance the overall effectiveness of the organization.
C. Volunteers will be respectful of the points of view of fellow volunteers and professional staff, which differ from their own. Volunteers will bring concerns forward in a constructive manner and are committed to a direct and honest approach to resolving conflict.
D. Volunteers will support a strong partnership between volunteer leaders and staff based upon common expectations, trust, collaborative planning, joint evaluation, regular communication and mutual respect. If a volunteer identifies a performance or process issue that needs improvement, he/she will share their concerns in a productive manner (e.g., give timely, accurate details about the behavior or process that needs improvement to the appropriate supervisor). Volunteers will not discuss what occurred with others who are not in a position to resolve the issues, and will not continue to discuss past occurrences unless the performance has not improved.
Approved: April 2016
Lamaze International is a nonprofit corporation and tax-exempt under Section 501(c)(3). For these reasons, many details about Lamaze International’s operations will become public information through filings with governmental agencies. It is the policy of Lamaze International that information reported in these filings is to be kept confidential until the time it is reported. In addition, any other non-public information about Lamaze International’s operations is to be kept confidential. The requirement to maintain confidentiality applies during and after service with Lamaze International.
“Confidential information” includes information about the development and administration of the Lamaze International examination, including (but not limited to) examination questions and answers, scoring standards, and candidate scores. The obligation to keep examination information confidential is permanent; information shall not be disclosed at any time.
“Confidential information” also includes (but is not limited to):
Each volunteer shall protect confidential information from disclosure and maintain it in strict confidence. Each volunteer shall not use confidential information about Lamaze International for any purpose other than to carry out his/her volunteer responsibilities. A volunteer may discuss confidential information only with other Lamaze International volunteers, contractors, and staff who have a need to know the information. Communications with outside parties should be limited to public information about Lamaze International programs and activities or other publicly available information pertaining to Lamaze International’s industry in general.
Volunteers are responsible for maintaining the security of all Lamaze International property, materials, and confidential information (both print and electronic) entrusted to them. Volunteers shall keep examination materials under secure conditions. Volunteers are permitted to access and use the property and files of Lamaze International only for the purpose of carrying out their volunteer duties. Use of Lamaze International’s property and files for outside employment, personal use, political activity, or any other purpose is not permitted. At the end of volunteer service, or at any other time at the request of the CEO, volunteers must return all Lamaze International property, materials, and information that is in their possession. Volunteers are not permitted to retain copies in their personal files.
Lamaze International (the “Corporation”) requires its directors, officers, employees, professional staff, and volunteers, as well as all persons who provide the Corporation with contracted services, (each, a “Protected Person”), to observe high standards of business and personal ethics in the performance of their duties on the Corporation’s behalf. As employees and representatives of the Corporation, Protected Persons are expected to practice honesty and integrity in fulfilling their responsibilities and are required to comply with all applicable laws and regulations.
The objectives of this Whistleblower Policy are to encourage and enable Protected Persons, without fear of retaliation, to raise concerns regarding suspected unethical and/or illegal conduct or practices on a confidential and, if desired, anonymous basis so that the Corporation can address and correct.
It is the responsibility of all Protected Persons to report in good faith any concerns they may have regarding actual or suspected activities which may be illegal or in violation of the Corporation’s policies with respect to fraud, theft, embezzlement, accounting or auditing irregularities, bribery, kickbacks, and misuse of the Corporation’s assets, as well as any violations or suspected violations of high business and personal ethical standards, as such standards relate to the Corporation (each, a “Concern”), in accordance with this Whistleblower Policy.
No Protected Person who in good faith reports a Concern shall suffer intimidation, harassment, retaliation, discrimination or adverse employment, or professional consequence because of such report. Any employee, staff member, Director, Officer, or high-level volunteer of the Corporation who retaliates against someone who has reported a Concern in good faith is subject to discipline up to and including termination of their position or employment. Notwithstanding anything contained herein to the contrary, this Whistleblower Policy is not a contract. Nothing contained herein is intended to provide any Protected Person with any additional rights or causes of action, other than those provided by law.
Any Concerns should be reported as soon as shall be practicable to the Executive Director of the Corporation, (the “Compliance Officer”), or a member of the Executive Committee. Any questions with regard to the scope, interpretation or operation of this Whistleblower Policy should also be directed to the Compliance Officer.
The Compliance Officer is responsible for investigating and resolving all reported Concerns and shall advise the Executive Committee of all reported Concerns. The Compliance Officer shall report to the full Board of Directors at each regularly scheduled board meeting on compliance activity.
Accounting and Auditing Matters
The Executive Committee of the Board of Directors shall address all reported Concerns regarding corporate accounting practices, internal controls or auditing (“Accounting Concerns”). The Compliance Officer shall immediately notify the Executive Committee of any Accounting Concern and shall work with the committee until its resolution. Promptly upon receipt, the Executive Committee shall evaluate whether a Concern constitutes an Accounting Concern and, if so, shall promptly determine what professional assistance, if any, it needs in order to conduct an investigation. The Executive Committee will be free in its sole discretion to engage outside auditors, counsel or other experts to assist in the investigation and in the analysis of results.
The Compliance Officer may delegate the responsibility to investigate a reported Concern, whether an Accounting Concern or otherwise, to one or more professional staff members of the Corporation or to any other individual, including persons not employed by the Corporation, selected by the Compliance Officer; provided that the Compliance Officer may not delegate such responsibility to a staff member or other individual who is the subject of the reported Concern or in a manner that would compromise either the identity of an individual who reported the Concern anonymously or the confidentiality of the complaint or resulting investigation. Notwithstanding anything herein to the contrary, the scope, manner and parameters of any investigation of a reported Concern shall be determined by the Executive Committee in its sole discretion and the Corporation and its staff and volunteers shall cooperate as necessary in connection with any such investigation.
Acting in Good Faith
Anyone reporting a Concern must act in good faith and have reasonable grounds for believing that the information disclosed may indicate a violation of law and/or ethical standards. Any allegations that prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.
The Corporation takes seriously its responsibility to enforce this Whistleblower Policy and therefore encourages any person reporting a Concern to identify him or herself so as to facilitate any resulting investigation. Notwithstanding the foregoing, in reporting a Concern, a Protected Person may request that such report be treated in a confidential manner (including that the Corporation take reasonable steps to ensure that the identity of the reporting person remains anonymous). Concerns may also be reported on an anonymous basis. Reports of Concerns will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
Handling of Reported Concerns
The Compliance Officer will acknowledge receipt of each reported Concern within five (5) business days, but only to the extent the reporting person’s identity is disclosed or a return address is provided. All reports will be promptly investigated; the scope of any such investigation being within the sole discretion of the Executive Committee, and appropriate corrective action will be taken if warranted by the investigation.
The Executive Committee will retain, on a strictly confidential basis, for a period of seven (7) years (or otherwise as required under the Corporation’s record retention policies in effect from time to time) all records relating to any reported Concern and to the investigation and resolution thereof. All such records are confidential to the Corporation and such records will be considered privileged and confidential.
The Corporation shall distribute a copy of this Whistleblower Policy to all Protected Persons.
Compliance Officer Contact Information:
Name: Linda Harmon, Executive Director/CEO
Mailing Address: Lamaze International, 2025 M Street, NW, Suite 800, Washington, DC 20036
Phone Number: 202-367-1244
Email Address: firstname.lastname@example.org
Lamaze is a non-profit organization, a trusted global leader, with a mission to advance safe and healthy pregnancy, birth and early parenting through evidence-based education and advocacy.
Learn more about Lamaze