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: June 27, 2023
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. The mission of Lamaze International is to advance safe and healthy pregnancy, birth and early parenting through evidence-based education and advocacy.
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 parent/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. All members of Lamaze International shall be entitled to one vote. Votes may be taken in person or by proxy, unless otherwise specified in the bylaws.
Section 3.3: 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:
Section 3.4: Qualifications of Membership.
A: Non-Discrimination. Membership shall not be denied on the basis of race, religion, gender, gender identity, gender expression, sexual orientation, national origin, primary/preferred language, age or any other basis for those who otherwise meet the qualifications of membership herein.
B: Acceptance. To be accepted, an individual is required to complete the Lamaze International application, be current in the payment of membership dues, support the mission and philosophy of Lamaze International, and be formally accepted into membership. Dues and the specific criteria for membership, the process of renewal and procedures for application shall be established by the Board of Directors.
C: Requirements. All members are required to abide by the provisions of these bylaws, and procedures and policies established by the Board of Directors.
Section 3.5: 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 Certification Council.
Section 3.6: Meetings of Members.
A: Annual Member Business Meeting. There shall be an Annual Member Business 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 such as conducting the vote for At-Large-Directors per the Voting and Election Policy.
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 Member Business Meeting or any special meeting of voting members shall be made to all voting members in writing and delivered not less than thirty (30) days nor more than fifty (50) days prior to the meeting. Notice must be delivered by mail, facsimile telecommunications, or electronic mail to each Member. Notice of the Annual Member Business Meeting 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.
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 the Annual Member Business Meeting or any special meeting of voting members. 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 by Proxy. Members may vote by written proxy on any matter before the membership by signing a Proxy Authorization Form, to be provided by Lamaze International with the notice of each meeting. This Proxy Authorization Form shall generally expire after the meeting for which it is intended, but in any event no longer than eleven (11) months after it was executed. Every proxy shall be fully revocable by the member executing it. 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.
Article IV: Board of Directors.
Section 4.1: Duties, Responsibilities, Powers.
A: Management. The management of Lamaze International and the responsibility to delegate duties to other individuals or committees or professional management as are deemed necessary are vested in the Board of Directors. The Board of Directors may hire an Executive Director 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 Executive Director shall be considered an Advisor to the Board of Directors, ex-officio and without vote. The Executive Director shall 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 4.2: Composition.
A: Voting Directors. The Board of Directors shall consist of not less than nine (9) and not more than thirteen (13) voting members including: At-Large Directors and four (4) Board Officers. Board Officers serve as voting, ex-officio Directors and include a Secretary/Treasurer, President-Elect, President, and Past-President. 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. The “Entire Board” shall consist of the number of Directors elected or appointed at the most recent election, including those whose term had not yet expired, without regard to subsequent vacancies.
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 Policy. All Emeritus Directors shall have the right to attend Board meetings, ex-officio and without vote.
C: Selection. At-Large Directors shall be elected by the Members; Board Officers shall be selected by the Board of Directors. Lamaze Members may self-nominate for Board of Directors or provide a write-in candidate for At-Large Director in accordance with the policy on Voting and Election Policy.
D: Diversity. Lamaze International aspires to constitute a Board which includes talented and dedicated Directors with a diverse mix of expertise, as well as diversity of personal characteristics that include, but are not limited to, gender, gender identity, gender expression, race, ethnicity, national origin, sexual orientation, primary/preferred language, age, and geography. Lamaze International is committed to incorporating the values of diversity, equity, and inclusion in its leadership positions.
Section 4.3: Election of Directors. The Voting and Election Policy, as adopted and amended by the Board of Directors, shall govern the selection of Directors, Officers and Committee/Council members as well as procedures for voting by and for Directors, Officers, Committee/Council Members and Members of Lamaze International.
Section 4.4 Terms of Office for Directors.
A: Regular Term. At-Large Directors shall be elected for a four-year term, and serve until successor Directors are duly elected and take office. Board Officers shall serve as Directors by virtue of their office, and, therefore, are voting, ex-officio Directors for as long as they serve as Board Officers.
B: Limitation of Terms.
Section 4.5: Vacancies. Except as described in the Voting and Elections Policy, At-Large Director seats 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.
Section 4.6: Meetings.
A: Regular. The Board of Directors shall hold at least two (2) meetings per year — one such meeting to be held near the close of the Annual Member Business Meeting (this meeting will be considered the “Annual Board Meeting”).
B: Special. Special Meetings of the Board of Directors, may be called by the President or by any Director upon the written request of 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. 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 in writing. A Director’s attendance at a meeting waives any required notice unless the Director at the beginning of the meeting (or promptly upon the Director’s arrival) objects to holding the meeting.
F: Means of Attendance. A member of the Board of Directors may participate in a meeting by means of telephone, video conference or similar communications equipment so long as all Directors can hear each other and be heard at the same time.
Section 4.7: Action by Directors in the Absence of a Meeting. Action may only be taken by the Board of Directors without a meeting if a written consent describing the action is signed by all the Directors then serving and filed with the minutes.
Section 4.8: Removal and Resignation.
A: For Cause by Directors. Any Director may be removed at any time for cause by a two-thirds vote of Directors at a regular or special meeting of the Board at which a quorum is present.
B: For Cause by Members. 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.
C: Officers. As described in Section 6.4, any one or more Board Officers may be removed with or without cause by a two-thirds vote of the Board of Directors. If a Board Officer resigns or is removed from office, then such Board 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.
Article V: Officers
Section 5.1: Officers. The Board of Directors shall choose the officers of the Corporation. The Officers of the Corporation shall act as its agents under the direction of the Board of Directors. The Board Officers shall consist of a Secretary/Treasurer, President-Elect, President, and Past-President. The Board of Directors may also appoint any such other officers as it may deem advisable.
Section 5.2: Terms of Office. Officers shall be elected for a term of approximately one (1) year and shall serve until successor Officers are duly elected and take office. In order to be eligible for election as a Board Officer, an individual must have served at as a Director currently or within eight (8) years of the election; further qualifications are set forth in the Voting and Election Policy.
Section 5.3: Removal. Any one or more Officers may be removed with or without cause by a two-thirds vote of the Board of Directors.
Section 5.4: Vacancies. The Board of Directors shall fill any vacant Officer position in the manner described by the Voting and Election Policy.
Section 5.5: Duties and Powers.
A: President. The President shall be the elective head of Lamaze International, and shall:
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:
Article VI: Committees.
Section 6.1: Purpose and Procedure. Committees are groups necessary to conduct the general work of Lamaze International. Committees shall be classified as either “Committees of the Board” as defined in Section 712 of the New York Not-For-Profit Corporation Law or “Committees of the Corporation.” “Committees of the Board” have the authority to act on behalf of the Board and include the Executive Committee and Audit Committees. All other committees currently described in these Bylaws are Committees of the Corporation which are advisory in nature without independent authority to act on behalf of Lamaze International. Committees of the Corporation are not limited to those listed in these Bylaws, and may be established by the President of Lamaze International. All Committees must abide by Lamaze Policies, inclusive of committee charters.
Section 6.2: Committees of the Board.
A: Executive Committee.
B: Audit Committee. The Audit Committee shall be comprised of at least three (3) At-Large Directors each of whom is an Independent Director, as defined below and one member of the Executive Committee (i.e. Treasurer). The members of the Audit Committee shall be nominated by the President and approved by the Board of Directors. The Committee shall:
Only “Independent Directors” as defined in the New York Not-for-Profit Corporation Law may participate in any Audit Committee deliberations or voting relating to matters on the Audit Committee. The Following persons may not be present for deliberations or votes of the Audit Committee:
6.3: Advisory Committees / Committees of the Corporation.
A: Search Committee. The Search Committee shall consist of five (5) members – the Past-President, one (1) 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. Other members of the Committee shall be appointed by the President. 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 follow the procedures described in the Voting and Election Policy.
B: Finance. The Finance Committee shall recommend an annual budget to the Board of Directors. The Secretary/Treasurer of Lamaze International shall serve as Chair.
C: Education. The Education Committee’s purpose is to ensure all childbearing women have access to Lamaze education. The Committee is responsible for developing, implementing, and evaluating high quality evidence-based training for childbirth educators; high quality evidence-based continuing education for childbirth educators and other health care professionals; and high quality evidence-based consumer education.
D: Accreditation. The purpose of the Accreditation Committee is to set standards and guidelines 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.
Section 7.1: Duties, Responsibilities, Powers.
A: Overall Management. The management of the certification program is vested in the Certification Council. All decisions relating to certification matters are the sole decision of the Certification 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. The Certification Council is not a separate legal entity, but is an integral part of Lamaze International.
B: Financial Management. The Certification Council shall oversee development of a dedicated budget for the certification program, which is incorporated into the overall operating budget of Lamaze International, approved by the Board of Directors.
Article VII: Certification Council
A: Overall Management. The management of the certification program is vested in the Certification Council. All decisions relating to certification matters are the sole decision of the Certification 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.
B: Financial Management. The Certification Council shall oversee development of a dedicated budget for the certification program, which is incorporated into the overall operating budget of Lamaze International, approved by the Board of Directors.
Article VIII: Administration
Section 8.1: 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 8.2: 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.
Section 8.3: Expenditures, Financial Obligations. The Board may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, Lamaze International, and such authority may be general or confined to specific instances. In the absence of such resolution, the President shall have this authority. All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of Lamaze International, shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such resolution, the President shall have this authority. 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 Board of Directors.
Section 8.4: 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 applicable law or these bylaws, except to the extent that the meeting waives application of such rules.
Section 8.5: Management Services.
A: Selection. The Board of Directors may elect to contract with a management company to provide management services, which may include the services of an agent or employee to serve as Lamaze International’s Executive Director.
B: Duties. Lamaze International and the management company shall execute an agreement defining the services to be provided, the cost of such services and relevant terms and conditions. This agreement must be approved by the Board prior to execution. Under the overall guidance of the Board, the management company shall support Lamaze International, its members, Board, officers, Committees, Councils and programs in the discharge of their respective tasks and responsibilities.
C: Authority. The management company shall have such authority as is granted by the Board of Directors, officers, Committees and/or Councils.
D: Removal. The Board of Directors has the authority to remove the management company from the management of Lamaze regardless of any available contractual rights or remedies
Section 8.6: 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 State of New York.
Article IX: Indemnifiction and Insurance
Section 9.1: Indemnification. Lamaze International shall, to the fullest extent permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he or she was a Director, officer, employee or agent of Lamaze International, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorney fees. No indemnification may be made to or on behalf of any such person if (a) his or her acts were committed in bad faith or were the result of his or her active and deliberate dishonesty and were material to such action or proceeding or (b) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled in the transaction or matter in which indemnification is sought.
Section 9.2: Insurance. Lamaze International shall have the power to purchase and maintain all insurance policies deemed to be in its best interest including insurance to indemnify Lamaze International for any obligation which it incurs as a result of its indemnification of Directors, Officers and employees pursuant to Section 8.1 above, or to indemnify such persons in instances in which they may be indemnified pursuant to Section 9.1 above.
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 the Annual Member Business Meeting or any special meeting of voting members, 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.
View key changes to the bylaws.
Per section 4.3 of the Bylaws, the Committee Member Applications and Selection Policy, as adopted and amended by the Board of Directors, shall govern the selection of Committee/Council members and Committee/Council chairs and vice chairs as well as procedures for the selection and roles of vice chair and chair as well as term limits.
Appointment Process of Committee Volunteers
Prospective committee members will be recommended by current committee members by reviewing submitted applications from the call for volunteer campaign.
Committee Volunteer Eligibility
All committee volunteers must hold current Lamaze International membership. Committees may clarify in their respective charters the number of LCCE members and non-LCCE members required.
Committee volunteers may not serve on more than one committee per term.
The volunteer interest form will be available year-round for all members of Lamaze International to complete and submit. Applications must be received by October for applicants to be eligible to serve the following year.
An application will be made available on the website for applicants to complete and submit.
The application will list all open committee positions. The application will contain short answer questions and require applicants to upload a current curriculum vitae (CV).
On the application, applicants may indicate a rank-ordered preference for committee service.
Application Review Process
Staff liaisons will verify the membership eligibility of the applicants.
The chairs and committee members will review applications received for the open positions on their respective committees.
The Chair will present eligible applications to current committee members and request a vote for open positions. Those applicants receiving the most votes will be selected.
All applicants will be notified via email communication by the committee chairs.
The Board of Directors will be presented with the slate of final rosters for each committee for the vote of approval electronically.
Requirements for the Chair and Vice Chair Role
Committee chairs are required to serve and complete a 1- year term as a member before eligibility to serve as chair.
Current chairs may conduct a call for committee members to self-nominate for Vice Chair position.
Current committee members will select vice chair(s) via vote.
Chairs may appoint a vice chair for a one-year term with the potential to serve up to 3 years as Vice Chair. The vice chair will serve as a stand-in for the chair role in the event the chair cannot attend a meeting or is unable to perform their duties.
Chairs will be elected with a majority vote by the current, outgoing, and newly appointed members.
For committees with open chair vacancies, the Lamaze President may appoint a chair.
All committee chairs and member rosters will be reviewed and approved by the Board of Directors
Term Limits for Committee Members
All committee positions will have a term limit of three years.
In the event there are no new applicants for the open positions, members rotating off are eligible for a one-year extension.
Committee members may serve a maximum of two consecutive terms.
Members can serve two executive terms; chairs cannot serve two executive terms and must rotate off after one three-year term.
Committee Assignments for Certification Council
See Certification Council Policies and Procedures for details related to eligibility, terms of service and roles and responsibilities.
Term Limits for Council Members
Council members are eligible for an extension at the end of a three-year term at the discretion of the current Council chair.
Approved September 2023
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
Complete Volunteer Disclosure Form
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
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.
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.
Per section 4.3 of the Bylaws, the Voting and Election Policy, as adopted and amended by the Board of Directors, shall govern the selection of Directors, Officers, and Committee/Council members as well as procedures for voting by and for Directors, Officers, Committee/Council Members, and Members of Lamaze International.
Board of Directors Voting and Election Policy
Voting and Election of At-Large Directors
At-large directors shall be elected by members during the voting period to be conducted electronically each year in the Fall.
Nomination for At-Large Directors
The Search Committee conducts an annual call for at-large directors. The number of vacancies on the board will be communicated along with all relevant eligibility information, and timelines.
Current Lamaze members in good standing, and individuals who identify as parent advocates/consumers may be nominated or self-nominated and apply for the at-large director.
At-Large Director Application Process
Lamaze expects all interested candidates for the at-large director to review the association’s governing documents (e.g., Bylaws), consult with the incumbent officeholder, and become familiar with the activities of the association before declaring their intent to pursue candidacy.
Interested candidates are required to submit a completed application with all required documentation and materials by the published deadline. The application includes the candidate’s CV/resume, letter of intent, bio, headshot, responses to key questions, headshot, and conflict of interest forms.
The Search Committee, in collaboration with staff, will review applications and verify eligibility for all candidates. The Search Committee vetting process ensures that all candidates.
Search committees have the authority to conduct individual interviews with candidates. Interviews provide candidates with information on roles and responsibilities of board service as well as offer the opportunity to learn of candidates’ leadership experience and interest in serving.
The Search committee will prepare a slate of candidates for board review and approval based on eligibility and committee recommendation. The slate of candidates will be presented to the board and will be approved by the board.
In collaboration with the Executive Director, search committee members will notify eligible and ineligible candidates.
Candidates not included on the ballot may petition the board of directors by obtaining no less than 50 signatures and submitting these signatures within 15 days of notification of ineligibility.
Signatures submitted will be validated by staff to confirm they are current Lamaze members.
The petition shall also include a statement of interest. The Search Committee shall review all qualified petitions and prepare a report for the Board of Directors confirming the eligibility of the petitioner (s).
Upon board approval of the slate, information about the candidates will be made available to the membership.
Candidates may withdraw their candidacy up to one week before the election.
Absence of candidates
If there are no candidates, per section, per Section 4.5 of the Bylaws: At-Large Director seats 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.
Process for Voting
The slate of candidates shall be made available for membership consideration no less than 14 days before the start of the election period.
The slate may include the same number of candidates for each open vacancy or may exceed the number of open vacancies.
Current members are eligible to vote during the election period which shall be open for a minimum of 15 days but no more than 30 days. Email notifications and reminders of the election period will be disseminated.
Tallying of Votes
At the close of the election period, the board-designated election officer will review the results and count the votes.
Candidates receiving the largest number of votes for the vacancies will be notified and will be declared elected.
In the event of an equal number of candidates for each open seat, members will be asked to approve/ not approve each candidate.
In the event of a tie between two (2) or more people for one at-large board vacancy, selection shall be made by the Board from the persons so tied.
Announcement of Election Results
The Lamaze President will notify all candidates confirming the election results.
A general announcement in Lamaze's official publication will include election results.
At-large directors will commence their term of service on January 2nd of the subsequent year for a three-year term.
Approved September 2023
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