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Governance: Board Elective Officer Succession

Purpose:

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.

Term:

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.

Secretary/Treasurer Eligibility: 

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.

Process:

  • A call for nominations for Secretary/Treasurer will be sent out at least thirty (30) days prior to fall Board meeting to express interest or nominate an eligible director for consideration at the spring meeting.
  • At the fall meeting, each nominated director will have the opportunity to express why they would be a good fit for elective office and to confirm willingness to serve the four-year commitment of elective officer succession. The Board of Directors will discuss the nominations and conduct a vote by written ballot during the fall meeting to finalize the nomination. The nominated incoming Secretary/Treasurer will be presented for election during the spring Annual Board of Directors meeting.
  • At the spring meeting, the outgoing Board of Directors will elect the Secretary/Treasurer who will begin his or her term upon the close of the Annual Meeting.

 

Approved: April 2016
Revised: March 2018

Governance: Board Liaison Policy

Purpose:

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.

Objectives:

The objectives of the Board liaison position are:

  • To improve communication between the Board and other groups within the organization, and facilitate advancement of strategic priorities identified in the Lamaze strategic plan.
  • To facilitate the work of committees or other groups particularly when there is a need to report or to seek approval of recommendations from the Board.
  • To enable early identification of issues or opportunities, and support effective discussion/action to resolve issues and advance success.

Liaison Assignments:

  • The President makes all the liaison assignments for her or his term as President. Board members are assigned as liaisons to standing committees, special committees, task forces, and councils. Each Board member normally has one or two liaison assignments. It is customary for the President to ask Board members for their liaison preferences.
  • Ordinarily, the Secretary/Treasurer serves as the liaison to the Finance Committee.
  • Ordinarily, the President is the liaison to the Search Committee and the Conference Committee.

Liaison Responsibilities:

  • Provide a channel for committee communication with the Board.
  • During the budget planning process, provide input to the committee chair and staff liaison on the proposed activities contemplated for the coming year consistent with the Lamaze strategic priorities.
  • Provide input on quarterly initiative tracking reports and report on committee activities at Board meetings.
  • Review all proposed agenda items for the Board and obtain appropriate background information from committees prior to the Board meeting. Committee chairs should send all agenda items to the Executive Director and to the liaison at least six weeks before the scheduled Board meeting to allow ample time for review by the President, Board Liaison and Executive Director before the meeting.
  • Present committee agenda items at Board meetings and lead the discussion. Report back to the committee promptly, generally within one-two weeks, via telephone or email regarding the discussion and any action taken by the Board.
  • Be alert to potential problems, e.g., committee inactivity in execution of its goals or specific assignments from the Board, expenditures, etc. Notify the President and/or Executive Director as needed.
  • Be sensitive to potential duplication of effort between committees and attempt to eliminate or minimize duplication by suggesting communication and/or coordination among relevant groups within the organization. If such communication occurs, the Board liaison(s) to the other groups should be notified.
  • Join the committee's online forum if one is used for the committee [the liaison only fulfills a communications role].
  • Participate in committee activities in an advisory capacity:
  • The Board liaison should actively reach out to help the committee to be productive, keeping in mind that the liaison serves as a facilitator and is not intended to be a part of the committee or to participate in the committee's work.
  • Monitor the committee's adherence to its charge and provide guidance as needed.
  • Work with the committee to recommend changes to the committee charge to insure that it remains up-to-date and of value.
  • Remind the committee chair to review the Lamaze policies, committee and volunteer resources and inform the Executive Director of any changes or corrections that are needed.
  • Request the committee chair send copies of important correspondence, budget proposals, and reports for review.

 

Approved: April 2011

Governance: Board of Directors Agreement

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.

Direct Responsibilities:

I agree to do the following as part of my director duties:

  1. Attend at least 75% of Board meetings, without missing two consecutive meetings, and actively participate;
  2. Prioritize the best interests of Lamaze and its charitable mission at all times when acting as a Director of Lamaze. As part of this responsibility, I will disclose any conflicts of interest to the Board as required by the conflicts of interest policy;
  3. Serve as a resource for Lamaze in areas of my professional and personal expertise;
  4. Review the materials provided to me by Lamaze and keep myself informed about the activities and challenges of Lamaze;
  5. Ask questions;
  6. Represent Lamaze in a manner that enhances its public image;
  7. Actively participate in one or more of Lamaze’s projects, other committees or special events;
  8. Share any concerns regarding the performance of management and staff in a productive manner (e.g. give timely, accurate details about the behavior or process that needs improvement to the appropriate supervisor);
  9. Conduct periodic Board evaluations to assess individual and group performance, and share any concerns regarding the performance of fellow board members in a productive manner (e.g. give timely, accurate details about the behavior or process that needs improvement to the individual board member or president, as appropriate);
  10. Refrain from discussing concerns regarding management and staff with others who are not in a position to resolve the issue. I will also refrain from continuing to discuss past occurrences unless performance has not improved.
  11. Recruit and orient new Board members as may be needed;
  12. Honestly assess and offer ideas to improve the performance of Lamaze;
  13. Comply with Lamaze’s Confidentiality Policy; and
  14. Work in good faith with other Board members to provide guidance about the direction, desired outcomes and priorities of Lamaze.

Director Rights:

As a Director, I am entitled to the following:

  1. Timely notice of board meetings and special events;
  2. Regular written reports on the financial status and activities of Lamaze;
  3. Timely and straightforward responses to my questions about the financial status and activities of Lamaze;
  4. Opportunities to evaluate and choose the Executive Director who is charged with the day to day management of Lamaze;
  5. Information that I feel is necessary to carry out my legal and ethical responsibilities to Lamaze, including advice from outside professionals, such as accountants and lawyers when necessary;
  6. Opportunities to participate in projects, other committees, special events and fundraising activities; and
  7. Opportunities to discuss Lamaze’s goals, activities, and status with Lamaze’s President and Executive Director.

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

Governance: Board of Directors Position Descriptions

Purpose

Outlined below are the primary responsibilities of members and elective officers of the Lamaze International Board of Directors.

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:

  • Work in good faith with other Board members to provide guidance about the direction, desired outcomes and priorities of Lamaze International.
  • Support the Lamaze International mission, vision and goals and comply with the organization’s bylaws and policies.
  • Accept fiduciary responsibility and serve Lamaze with undivided loyalty, care, and obedience.
  • Act in the best interest of Lamaze, disclose any potential conflicts of interest, maintain confidentiality and comply with applicable legal requirements. 
  • Attend and actively participate in Board of Director meetings, strategic planning sessions and annual conference/member business meeting in person and by teleconference.
  • Review the materials provided to me to keep myself informed about the activities and challenges of Lamaze, cast an informed vote on organizational policy and program issues, and respond in a timely manner to all action and information requests.
  • Serve as a resource of knowledge and counsel to the Executive Director, committees, and other board members, and serve as liaison between the Board and assigned committees, councils or projects.
  • Participate in periodic evaluations of Board and management, and share any concerns regarding the performance of management and staff in a productive manner.
  • Represent the organization at the request of the President.
  • Submit timely requests for reimbursement for covered expenses to attend the annual conference and other approved meetings for reasonable expenses for travel, accommodations with Lamaze conference registration paid by the organization as outlined and approved through the annual budget.

Officers

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.

President

As the elective head of Lamaze International, the President should be held to all expectations of a director and in addition shall:

  • Generally, supervise and direct the affairs of Lamaze International in partnership with the Executive Director, in accordance with the established bylaws, policies and strategic plan.
  • Serve as chairperson of Board of Directors and Executive Committee, preside at all meetings of the Board of Directors, Executive Committee and membership, and provide written or verbal reports on Lamaze International affairs at these meetings.
  • Be an ex-officio, non-voting member of all committees.
  • Appoint committee and council chairs, and Ad Hoc committees.
  • Support and communicate regularly with the Executive Director.
  • Meet with the Executive Director and President Elect, via phone, on a regular basis in between formal board meetings.
  • Prepare agendas for all meetings of the Board of Directors, Executive Committee and membership in collaboration with the Executive Director.
  • Represent the organization to other organizations, the media, and the public-at-large.
  • Direct management of awards to be given at the annual conference.
  • Prepare quarterly “President’s Message” for the membership newsletter.
  • Prepare the next President for the responsibilities of the presidency.
  • Review mail, communications, reports, and proposals of the staff.
  • Assume such other powers and duties as may be prescribed by the Board of Directors or Executive Committee.

Past-President

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:

  • Offer historical perspective on board matters as appropriate and offer general council to the president.
  • Attend the annual conference, schedule permitting, with registration paid by the organization after their board term of service.
  • Serve as Chair of the search committee.
  • Represent the organization at the request of the President.

President-Elect

The President-Elect shall perform duties as delegated by the President, should be held to all expectations of a director and in addition shall:

  • Perform the responsibilities of the President during absence or disability of the President, and accede to the presidency in the event that a permanent vacancy in the presidency arises.
  • Be familiar with the responsibilities of the President, the activities and positions of the organization, and functioning of the executive office.
  • Assist the President as appropriate. Serve as a voting member of the Board of Directors and Executive Committee.
  • Represent the organization at the request of the President.

Secretary/Treasurer

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:

  • Generally, oversee the keeping of records of all meetings and teleconferences of the Board of Directors and Executive Committee, as well as the annual membership meetings.
  • Collaborate with the Executive Director and/or Chief Operating Officer to oversee the fiscal affairs of the organization.
  • Present, on behalf of the finance committee, to the Board of Directors an annual budget for the organization, developed in concert with the Executive Director and/ or Chief Operating Officer.
  • Monitor budgetary performance of the organization, recommending modifications as necessary.
  • Review for approval all actions and policies with major financial implications.
  • Review and approve applicable financial transactions on an as needed basis.
  • Review check logs to be signed via stamp on your behalf with the Executive Director or Chief Operating Officer in accordance with the Check Approval Policy.
  • Ensure a financial audit is conducted by an independent certified public accountant on an annual basis.
  • Report to the membership on the fiscal affairs of the organization.
  • Serve as chair of the Finance Committee.
  • Assist the President as appropriate.
  • Prepare the next Treasurer to carry out their responsibilities.
  • Represent the organization at the request of the President.
  • Serve on committees as appointed.

 

Approved: November 1995
Revised: September 2005, October 2017


 

Governance: Bylaws

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:

  • Women have an innate ability to give birth.
  • Birth is transformative in the life of a family.
  • Women’s confidence and ability to give birth is either enhanced or diminished by the care provider and place of birth.
  • Women have the right to respectful care and continuous support.
  • Women have the right to give birth free from routine medical interventions.
  • Birth can safely take place in homes, birth centers and hospitals.
  • Evidence-based care improves birth outcomes.
  • Lamaze childbirth education empowers women to make informed healthcare choices, take responsibility for their health, and trust their innate ability to give 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.

F: Voting.

1: General. Each voting member of Lamaze International on the Date of Record shall be entitled to cast one vote on any matter voted on by the membership at a meeting. All substantive matters on which a vote is to be cast shall be included on the Agenda for the meeting at which the vote will be taken.

2: Proxy Voting. The Board of Directors shall cause to be prepared a proxy instrument(s) for all matters on the Agenda for any all-member meeting at which a vote is to be taken, which proxy(ies) shall provide information about the subject of the vote, provide an opportunity to dictate the vote of the assignee on selected matters, and/or to assign the proxy to another voting member or official of Lamaze International to be voted at the meeting. Such proxy(ies) shall be 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. 

B: Method.

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:

  1. Annually retain an independent auditor to conduct the audit described in Section 9.2, below;
  2. Review with the auditor the scope and planning of the audit prior to its commencement;
  3. Review and discuss the results of the audit and any related management letter with the independent auditor, including but not limited to, any identified material risks and weaknesses in internal controls, any restrictions on the scope of the auditor’s activities or access to information, any significant disagreements between the auditor and management, and the adequacy of Lamaze International’s accounting and financial reporting processes; and
  4. Annually consider the performance and independence of the auditor.

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.

B: Executive.

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

Governance: Conflict of Interest Policy

Purpose

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.

Definitions

  1. "Authorized Committee" means the Executive Committee for transactions involving the exchange of goods and services, or such other committee of the Board that is appointed by the Board of Directors from time to time with authority over relevant issues.
  2. "Conflict Transaction" means a proposed transaction, agreement or arrangement of Lamaze International that could give rise to an actual, potential, or perceived conflict of interest.
  3. "Director" means an individual serving on the board.
  4. "Family Member" means an individual’s spouse or domestic partner, children, grandchildren, and great- grandchildren (whether natural or adopted, and including step-children), siblings (including half siblings); and the spouses of all such individuals.
  5. "Financial Interest" means the receipt, directly or indirectly, of a financial benefit from a transaction, agreement, or arrangement between Lamaze International and a Related Party.
  6. "Key Employee or Volunteer" means any person who is in a position to exercise substantial influence over the affairs of Lamaze International as defined in Section 4958 of the Internal Revenue Code of 1986, as amended, such as high level managers, substantial donors, or former Directors or Officers.
  7. "Officer" means an officer of Lamaze International elected by the Board.
  8. "Related Entity" or "Related Entities" means any entity in which a Related Party has: (a) a thirty-five percent or greater ownership or beneficial interest; (b) in the case of a partnership or professional corporation, a direct or indirect ownership interest of more than five percent; or (c) a director, officer, or employee position.
  9. "Related Party Transaction" means any transaction, agreement or arrangement in which a Related Party has a Financial Interest and in which Lamaze International is a participant.
  10. "Related Party" means a Director, Officer, or Key Employee or Volunteer, and his or her Family Members and/or Related Entities.

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.

  1. Duty to Disclose: When a Director, Officer or Key Employee or Volunteer is aware of circumstances relating to Conflict Transaction, such individual must disclose all material facts in writing relating to his or her interest in the transaction, agreement or other arrangement, if not already known, to the Board or the Authorized Committee. If the individual learns of a conflict during the course of a meeting, he or she is encouraged to report it orally for discussion.
  2. Deliberations on Whether a Conflict Is Presented: The Board or Authorized Committee shall determine whether there is an actual, potential or perceived conflict of interest. The interested person may not participate in and may not attempt to influence the deliberations and vote, and must leave the room during the deliberations and vote on whether an actual, potential, or perceived conflict is presented. Notwithstanding anything to the contrary herein, at the request of the Board or Authorized Committee, a Director, Officer, or Key Employee or Volunteer may present background information or answer questions about the interest in question.
  3. Deliberations on the Transaction, Agreement or Arrangement and Recusal: If the Board or Authorized Committee determines that there is a Conflict Transaction, the transaction shall be approved only after the following occurs:
    1. Restrictions on Interested Person: The interested person must refrain from attempting to influence the deliberations or voting on the Conflict Transaction and may not participate in or be present in the room during the deliberations or vote on the transaction. Notwithstanding anything to the contrary herein, at the request of the Board or Authorized Committee, a Director, Officer, or Key Employee or Volunteer may present background information or answer questions about the Conflict Transaction and the interest in question.
    2. Approval of Conflict Transaction: The Board or Authorized Committee must determine that the Conflict Transaction is fair, reasonable, and in Lamaze International’s best interests.
    3. Approval of Related Party Transaction: If a Related Party has a Financial Interest in the Conflict Transaction, the Board or Authorized Committee must designate the transaction as a Related Party Transaction and obtain and rely on comparable market data, to the extent available and applicable, in making the determination that the transaction is fair, reasonable and in Lamaze International’s best interest. In the case of grants and other programmatic investments, it is understood that comparability data may not be applicable or relevant; in these cases, the Board or Authorized Committee must review the rationale for selection of the grantee and the selection process as well as assess the extent to which the grant furthers Lamaze International’s community impact goals and strategy.
    4. Substantial Financial Interest: If a Related Party has a “substantial financial interest” in the Related Party Transaction within the meaning of the New York Not- for-Profit Corporation Law, the Board or Authorized Committee must consider alternative transactions, to the extent available. The issuance of a request for competitive bids or obtaining quotes from other providers of the goods or services through a less formal process shall be deemed to satisfy the obligation to consider alternative transactions.
  4. Voting: Any determination made under this Policy and any transaction, approved under the terms of paragraph (c) above shall be approved by the vote of a majority vote of the disinterested Directors serving on the Board or Authorized Committee after consideration of the factors described in paragraph (c).
  5. Contemporaneous Documentation: The Authorized Committee or Board must document, in the minutes of the meeting at which they occurred, all determinations and approvals made with respect to Related Party Transactions and other Conflict Transactions pursuant to the terms of this Policy. The documentation must include an account of the consideration of comparable market data and alternative transactions, agreements or arrangements, to the extent considered or available.
  6. Role of the Executive Committee: The Executive Committee shall oversee the adoption, implementation of and compliance with this Policy, shall receive regular reports on the matters that are considered and adjudicated under this Policy, and must confirm compliance with this Policy.

Annual Disclosure Statement

  1. Duty to Disclose: Prior to the initial election, appointment or hiring of any Director, Officer, or Key Employee or Volunteer and annually thereafter, such individual must complete, sign, and submit to the Secretary of Lamaze International a written disclosure statement that discloses, to the best of his or her knowledge:
    1. Any entity (for-profit or nonprofit) of which such individual is an officer, director, trustee, member, owner (either as a sole proprietor or partner), or employee and with which Lamaze International has or will have a relationship;
    2. Any transaction in which Lamaze International is a participant and in which such an individual might have a conflicting interest; and
    3. Any other interests that could give rise to a conflict of interest.
  2. Disclosure Statements Available for Inspection: Completed disclosure statements may be made available for inspection to the Board and a copy of all completed disclosure statements will be provided to the Chair of the Executive Committee.
  3. Compliance with Policy: A copy of this Policy must be furnished to each Director, Officer, and Key Employee or Volunteer associated with Lamaze International promptly upon its adoption and subsequent amendment. Each Director, Officer, and Key Employee or Volunteer must acknowledge upon election or appointment and annually thereafter, that he or she has read and is in compliance with this Policy.

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]

Governance: Directors' and Officers' Fiduciary Duties

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.

  1. Directors and Officers shall abide by the Confidentiality policy adopted for all volunteers (above), the Articles of Incorporation, Bylaws, and other corporate policies.
  2. Directors shall not exercise their authority on an individual basis. Directors shall act only with the full Board of Directors or the Executive Committee, or as expressly delegated by the Board of Directors.
  3. If a Director has significant doubts about a course of action of the Board of Directors, then he/she shall raise the concern with the Executive Committee or the Board of Directors and, when appropriate, seek independent expert advice.

 

Approved: April 2016

Governance: Corporate Licensing Partnerships and Royalty Management

Rationale:

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.

Purpose

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:

  1. The Lamaze mission, vision and strategic priorities must drive the proposed activity.
  2. The Advertising Standards Policy will guide the type of appropriate corporate relationships.
  3. The corporate partnership must preserve or promote the public’s trust, professional integrity and positive awareness of the Lamaze brand, the profession of perinatal education, maternal/child health, and evidence-based birth practices.

Corporate Relationship Guidelines

The formation of corporate licensing partnerships must comply with the following guidelines:

  1. Corporate licensing partnerships will be reviewed and approved by the Board.
  2. Corporate licensing partnerships must be accompanied by a written agreement, reviewed by legal counsel, and signed by all parties involved. Minimum royalty guarantees, quarterly forecasts and liability risks associated with a corporate licensing partnership must be reviewed and addressed in the agreement.
  3. Lamaze International must review and approve all projects and products bearing the Lamaze name, trademarks or logo.
  4. Advertising or educational material to be distributed to the public or childbirth professionals must be reviewed and approved to ensure compliance with current policies and evidence-based practice. Lamaze retains editorial control over educational content produced as part of a corporate relationship. Corporate partners must not influence the content of Lamaze program or advocacy activities.
  5. Contracts will be reviewed on an annual basis for compliance with standards and reporting specified in the agreement.
  6. The Executive Director is responsible for coordinating the review of proposed corporate relationships, managing partnerships consistent with the approved policies and executed agreements, and reporting to the Board of Directors on all Lamaze corporate arrangements at least annually.

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:

  1. The Board will annually set a revenue target for Lamaze programs (excluding corporate partners) that generate revenue with the goal of striving towards becoming revenue neutral or profitable.
  2. The corporate partner will provide realistic/conservative annual sales/royalty revenue target for annual budgeting purposes and quarterly forecasts to reflect mid-year changes, which allows for Lamaze forecast adjustments with any expected variances.
  3. The annual budget will be developed based on the corporate partner’s minimum royalty guarantee or average royalty revenue over the past three years, whichever is higher, in the case where royalties are stable or growing. However, if royalties have been declining over the past three years, then a conservative assumption will be made to assume that trend will continue into the next budget year.
  4. These guidelines will be applied in connection with the Net Asset Policy, which provides guidance on management of Reserve Funds, Special Project Funds.
  5. The royalty management/ budget guidelines will be reviewed every three years or upon significant changes to corporate partner relationships.

Approved: August 2017

Governance: In-Kind Contributions

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

Total __________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.

Description $ _____________

 

Do letters of thanks need to be sent to anyone?

5) Please note any other contributions.

 

Thank You!

 

 

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:

 

__________________________Signature

__________________________Date

Governance: Intellectual Property

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.


Approved: April 2016

Governance: Journal of Perinatal Education Policy

Purpose

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.

Editorial Content

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.

Appointments

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:

  • Lamaze International member for a minimum of two (2) years.
  • A broad, in-depth knowledge of the field of childbirth and perinatal education and its current trends and advances.
  • A strong background in qualitative and quantitative research pertinent to the field of childbirth and perinatal education.
  • Advanced degree, preferred.
  • Vision for JPE coincides with the vision of Lamaze International.
  • Experience writing for professional peer-reviewed publication(s)
  • Experience as an editorial board member, a reviewer, or columnist for a professional journal, preferred.
  • Demonstrated ability to plan, coordinate, and manage tasks associated with journal publication.
  • Time available to perform Editorial duties.

 Editor: Term

The term of appointment for the Editor is for three (3) years and may be renewed for additional three (3) year terms.

Editor: Remuneration

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:

  • Supports Lamaze International vision and mission.
  • Develops and oversees ongoing plans and procedures for manuscript acquisition and peer-review process.
  • Writes editorials and solicits guest editorials and other articles, as appropriate.
  • Works with new authors to provide supportive and constructive feedback on manuscript submissions.
  • Selects appropriate reviewers for manuscripts, reviews page proofs for each issue and ensures corrections are submitted to the company that produces JPE.
  • Submits complete editorial materials, in acceptable form, to the company that produces JPE, according to established deadlines.
  • Identifies and appoints members of the Editorial Board, and directs the activities of the Editorial Board, including calling and presiding at meetings of the Editorial Board.
  • Identifies and appoints appropriate Associate Editor(s) and Contributing Columnists.
  • Provides an annual report to the Lamaze International Board of Directors on journal matters, such as manuscript flow, acceptance rate, and other pertinent information.
  • Contributes input on readership survey and marketing efforts.
  • Works with the publisher and Lamaze management to facilitate ongoing communication as well as problem-solving issues, as needed, between the editorial office and the Lamaze Board of Directors, the company that produces the journal, authors, reviewers, columnists, membership, administrative office, and the general public.
  • Manages information requests pertaining to JPE content from members and authors and refers general reprint requests to the publisher. 

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: 

  • A broad, in-depth knowledge of the field of childbirth and perinatal education and its current trends and advances.
  • An understanding and appreciation for research pertinent to the field of childbirth and perinatal education.
  • Experience writing articles for publication, and ability to critically evaluate manuscripts.
  • Ability to fulfill responsibilities of the Editorial Board on a voluntary basis.
  • Member of Lamaze International.

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:

  • Provide input on editorial needs and review manuscripts, as requested.
  • Complete assigned reviews in a timely manner, offering constructive critique of manuscripts to assist the author and Editor to achieve the best possible quality in the final publication.
  • Submit (may be recruited) an article for review for publication each year.
  • Attend the Editorial Board Meeting that is held during the annual conference each year.
  • Maintain confidentiality and objectivity with regard to manuscripts.
  • Participate in periodic evaluation of the quality and effectiveness of JPE to maintain the journal as a quality reference source.

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.

Associate Editors

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

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

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

 

Governance: Lamaze Working Standards

Lamaze’s Directors, Officers, Council and Committee members and other volunteers agree to the following standards to enhance its work.

  • Nurture an atmosphere of openness, transparency, and accountability;
  • Computers, tablets, cell phones and other electronic devices will be set on silent/vibrate and used only for the purpose of the meeting versus personal use
  • Respond to personal matters and take calls out of the room and during breaks, when necessary
  • Use one-page “Action Item” for rationale and data to inform good decision-making
  • Think before you speak – speak positively and use positive body language
  • Be respectful, not talking over each other
  • Be mindful of side conversations – they are distracting
  • Challenge the idea not the person; no individual name call outs
  • Foster an environment where all perspectives are respected and valued, and traditional practices can be constructively challenged
  • Recognize that Lamaze serves many constituencies, put aside individual agendas, and check in to be sure everyone’s viewpoints have been shared in order to best accomplish Lamaze’s mission
  • Strive to achieve consensus on decisions
  • Commit to a swift, direct, and honest approach to resolving conflict.  After all are heard, decide – then move on; no perseverating (hashing and rehashing)
  • Speak as a cohesive group outside the meeting room
  • Put new ideas, suggestions on a “Parking Lot” list so meeting is not derailed
  • All are responsible for holding others accountable to the working agreement
  • Review working agreement annually and revise as necessary.

 

Approved: April 2016

Governance: Licensing Program

Download the application here.

Purpose

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.

Licensing Program

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.

License Eligibility

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:

  • To identify themselves as "a student in the Lamaze® Childbirth Educator Program” or a “Lamaze educator trainee.”
  • To include a reference in their bio or CV that they "attended a Lamaze® Childbirth Educator Seminar".
  • To indicate that their childbirth education class “is based on the Lamaze International Six Healthy Birth Practices.”

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:
 

  • To indicate that they are "certified by Lamaze®" or are a "Lamaze Certified Childbirth Educator, “LCCE educator” or "LCCE certified."
  • To state that they offer Lamaze® classes, Lamaze® instruction, or Lamaze® childbirth education and to make reference to the Lamaze® Fundamentals of Birth and the Lamaze® Six Healthy Birth Practices.
  • To use the Lamaze Certification Seal in the promotion of Lamaze® childbirth education.

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:

  • To state that the licensee offers the "Lamaze Childbirth Educator Seminar" and is “A Lamaze Accredited Childbirth Educator Program.”
  • To represent that the purpose of the licensee’s Lamaze® Childbirth Educator Program is to enable learners to develop the knowledge and skills to plan, facilitate, and evaluate a childbirth education program, and to prepare students to sit for the Lamaze® examination to become LCCE certified.
  • To use the Lamaze program logo mark with the words “Lamaze Accredited Childbirth Educator Program” in communications materials.

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:

  • To identify the chapter as a "chapter of Lamaze International" or "a Lamaze International chapter".
  • To use the Lamaze Dots logo mark with the words “Chapter of Lamaze® International”' in communications materials.

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:

  • All use of the Licensed Marks must be in conformance with the philosophy, principles and written policies, rules, and guidelines of Lamaze International, which may be revised from time to time.
  • All use of the Licensed Marks must comply with Lamaze International graphic standards, which may be revised from time to time.
  • Lamaze International has the right to exercise control over the quality of goods or services used in conjunction with the Licensed Marks.
  • All use of the Licensed Marks must clearly identify the licensee’s relationship with Lamaze International, i.e., member, LCCE educator, chapter or program.
  • The Licensed Marks may be used by licensees only in conjunction with the provision of childbirth education services and may not be used in conjunction with the provision or promotion of any other goods or services.
  • The appropriate symbol “®” or “™” must always clearly accompany the Licensed Marks as shown on Exhibit A and provided by Lamaze upon approval of the license. In addition, use of the term Lamaze®, as permitted under the terms of the license agreement, must be accompanied by the registration symbol “®”.
  • The Licensed Marks may not, without 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 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.
  • All use of the Licensed Marks in promotional and communications materials other than business cards and stationary in connection with Licensee’s promotion of Lamaze® childbirth education (e.g., websites, blogs, brochures) must contain at least one conspicuous statement that “LAMAZE is a registered trademark of Lamaze International, Inc.”
  • Should you, the Licensee, violate any of the provisions of this Policy or the license agreement you sign with Lamaze International, Lamaze International has the absolute right to withdraw permission to use the Licensed Marks immediately and you, the Licensee, must immediately cease all use of the Licensed Marks, including removing the Licensed Marks from any websites and blogs, and shall not distribute any existing inventory or literature bearing the Licensed Marks and shall immediately destroy all such materials if requested by Lamaze International.
  • You, the Licensee, agree to comply with all the provisions governing your user category as set forth in this Policy, and that you shall not deviate from the Policy without the prior written approval of Lamaze International in its sole discretion.
  • Lamaze International assumes no liability for any claims, actions, injuries or legal expenses connected with or related to licensees’ use of the Licensed Marks or connected with or related to the provision or offering of any products or services by licensees under or in connection with the Licensed Marks as a result of granting permission to use the Licensed Marks and you agree to hold Lamaze International harmless and indemnify Lamaze International from any and all such claims, including costs of defending against same and any damages, costs, or other awarded as a result of such claims.


Revised: January 2015, May 2018

 

Governance: Product/Program Endorsements

Purpose

To ensure that requests for endorsement of products and programs are handled in accordance with Lamaze International’s philosophy and principles.

Product/Program Endorsements

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

Governance: Role Descriptions

Role Descriptions

Board of Directors
Board Liaisons to Committees and Councils
Executive Committee
President
Finance Committee
Search Committee
Accreditation Council Governing Body
Education Council Governing Body
Certification Council Governing Body
Lamaze Institute for Safe and Healthy Birth
Conference Committee
Membership Committee
Approved Provider Unit (ANCC)
International Development Task Force
Journal of Perinatal Education Editorial Board
Executive Director and Staff


Role Description: Board of Directors

Makes Decisions/Approves

  1. Strategic plan and vision statement
  2. Annual budget
  3. Executive director/management
  4. Board policies
  5. Date and location of Lamaze International annual conferences
  6. Membership categories and dues
  7. New or retiring programs or services, including fundraising initiatives and activities
  8. Trademark and licensing activities
  9. General Counsel
  10. Auditor
  11. Investment manager
  12. Sets policy on transfers from operating to investment fund, and from short term to long term investment fund
  13. Definition of relationship with strategic alliances and endorsements
  14. Committee/task force establishment
  15. Appoints Emeritus Director(s)

Makes Recommendations

  1. Bylaws (Membership)
  2. Mission and philosophy of birth (Membership)

Provides Input

  1. Policies related to Accreditation, Education and Certification Councils

Monitors

  1. Financial performance and trends
  2. Status of strategic plan
  3. Member, industry needs
  4. Lamaze programs and services 
  5. Association industry trends
  6. Maternal/child health and perinatal education industry trends
  7. Relationships with regional, state, and local maternal/child health associations
  8. Performance of all contracted services (i.e. management, legal)
  9. Performance of Board members 
  10. Performance of Executive Director
  11. Performance of General Counsel

Role Description: Board Liaison to Committees and Councils

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.

Makes Decisions/Approves

N/A

Makes Recommendations

  1. On behalf of committees/council (Board)

Provides Input

  1. Committee/council activities, budget, work plans and reports
  2. Advise, support issue resolution to advance success

Monitors

  1. Committee/council relations with the Board
  2. Progress on strategic priorities
  3. Future volunteer leadership potential

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.

Makes Decisions/Approves

  1. Annual awards selection with input on nominations from the Membership, Board and Conference Committee
  2. Whistleblower Policy and Conflict of Interest Policy compliance

Makes Recommendations

  1. Annual Budget/Plan of Work (Board of Directors)
  2. Management company and General Counsel contracts (Board of Directors)

Provides Input

  1. Counsel to Executive Director on management of association
  2. Alliances with other organizations

Monitors

  1. Board of Director’s positions on issues
  2. Execution of Annual Budget/Plan of Work
  3. Execution of Strategic Plan
  4. Performance of Executive Director
  5. Performance of General Counsel

Role Description: President

Makes Decisions

  1. Appoints council/committee chairs in collaboration with the Executive Committee and the Executive Director
  2. Acts as a spokesperson for the organization consistent with established positions and policies of the organization
  3. Other decisions as authorized by the board with input from the Executive Director

Makes Recommendations

  1. Annual Budget/Plan of work (Board of Directors)
  2. Management company and General Counsel contracts (Board of Directors)

Provides Input

  1. Counsel to Executive Director
  2. Alliances with other organizations

Monitors

  1. Board of Director’s positions on issues
  2. Execution of Annual Budget/Plan of Work
  3. Execution of Strategic Plan
  4. Committees and task forces work in line with the strategic plan
  5. Performance of Executive Director
  6. Performance of General Counsel

Role Description: Finance Committee

Makes Decisions

N/A

Makes Recommendations

  1. Annual budget, including management fees and staff time budgets (Board of Directors)
  2. Budget amendments (Board of Directors)
  3. Selection of financial audit firm (Board of Directors)
  4. Financial policies including investment policy (Board of Directors)
  5. Investment manager selection (Board of Directors)
  6. Transfers from the operating to the investment fund in accordance with policy guidance (Board of Directors)
  7. Transfers from the short term to the long term investment fund in accordance with policy guidance (Board of Directors)

Provides Input

  1. Financial management and reporting
  2. Investment strategies, objectives and policy
  3. Financial benchmarks

Monitors

  1. Monthly financial performance and reports
  2. Association income and expense benchmarks
  3. Investment performance
  4. Investment instruments and strategies
  5. US and global economic and market activity

Role Description: Search Committee

Makes Decisions

  1. Candidates qualified to run for elected positions

Makes Recommendations

  1. Search process and policy (Board of Directors)
  2. Slate of qualified candidates for the Board of Directors slate (Board of Directors)
  3. In collaboration with the Board of Directors, prepares a slate of candidates for elected positions (Members)
  4. Candidates for other key council/committee chair positions (President)

Provides Input

  1. Selection of Candidates

Monitors

  1. Skills and leadership qualities required for board service
  2. Leadership potential of Lamaze members
  3. Volunteer utilization and support needs for committee/council work

Role Description: Accreditation Council Governing Body

Makes Decisions

  1. For accreditation of Lamaze Childbirth Educator Program set standards, guidelines, policy and program activities, consistent with policies, budgetary and fiscal considerations established by the Board of Directors, and the philosophy, mission and goals of Lamaze International
  2. Council chair makes governing body/committee chair appointments
  3. Conduct of Accreditation Council meetings

Makes Recommendations

  1. Accreditation program budget (Board)
  2. Selection and evaluation of the Council’s chief staff position (Executive Director)

Provides Input

  1. Policies related to board, education and certification matters
  2. Strategic plan
  3. New or retiring program or service initiatives
  4. Product and service marketing, pricing
  5. Accreditation program administration
  6. ANCC Approved Provider Unit
  7. International Development Task Force

Monitors

  1. Program Directors and Trainers communications
  2. Education and Accreditation Council communications
  3. Perinatal education trends both consumer and professional

Role Description: Education Council Governing Body

Makes Decisions

  1. Standards, guidelines, policy and program activities for providing high quality, evidence-based training and continuing education for aspiring and current Lamaze certified educators, health care professionals and parent education, consistent with policies, budgetary and fiscal considerations established by the Board of Directors, and the philosophy, mission and goals of Lamaze International
  2. Council chair makes governing body/committee chair appointments
  3. Conduct of Education Council meetings

Makes Recommendations

  1. Education program budget (Board)
  2. Selection and evaluation of the Council’s chief staff position (Executive Director)

Provides Input

  1. Policies related to board, accreditation and certification matters
  2. Strategic plan
  3. New or retiring program or service initiatives
  4. Product and service marketing, pricing
  5. Education program administration
  6. ANCC Approved Provider Unit
  7. International Development Task Force

Monitors

  1. Program Directors and Trainers communications
  2. Accreditation and Certification Council communications
  3. Perinatal education trends both consumer and professional

Role Description: Certification Council Governing Body

Makes Decisions

  1. Standards, guidelines, and policy for the certification of Lamaze Certified Childbirth Educators; all policy decisions relating to certification matters are the sole decision of the Council and not subject to approval by any other body.
  2. Certification examination development, administration and fees
  3. Candidate eligibility and cut-off scores
  4. Dissemination of certification information to candidates and LCCE educators
  5. Contractual arrangements for exam administration
  6. Appeals based on due process
  7. Council chair makes governing body/committee chair appointments
  8. Conduct of Certification Council meetings

Makes Recommendations

  1. Certification budget (Board)
  2. Selection and evaluation of the Council’s chief staff position (Executive Director)

Provides Input

  1. Policies related to board, accreditation and education matters
  2. Strategic plan
  3. ANCC Approved Provider Unit
  4. New or retiring program or service initiatives
  5. Product and service marketing, pricing
  6. Exam administration

Monitors

  1. Program Directors and Trainers communications
  2. Accreditation and Education Council communications
  3. Exam Development Committee
  4. Recertification
  5. Certification Research
  6. Perinatal education and certification trends

Role Description: Lamaze Institute for Safe and Healthy Birth

Makes Decisions

  1. Collaboration, research and advocacy activities within approved public awareness and social marketing plans

Makes Recommendations

  1. Public awareness and social marketing initiatives and related budget (Board of Directors)
  2. Lamaze Institute for Safe and Healthy Birth policies (Board of Directors)
  3. Content and delivery of consumer education programs (Education Council)

Provides Input

  1. Research and evidenced-based information to be published via Lamaze publications and communications
  2. Collaborative efforts with sister organizations
  3. Opportunities for cross linkage with other Lamaze publications/communications
  4. Media opportunities for dissemination of information related to safe and healthy birth
  5. Appointment of blog editors (President)

Monitors

  1. Lamaze media and social media initiatives
  2. Maternal/child health and perinatal education industry trends
  3. Research pertinent to the field of childbirth and perinatal education

Role Description: Conference Committee

Makes Decisions

  1. Annual Conference educational content and speakers
  2. Annual Conference theme and objectives 

Makes Recommendations

  1. Dates and locations for Annual Conference (Board of Directors)
  2. Conference related policies (Board of Directors)

Provides Input

  1. Conference schedule and events
  2. Conference abstract management process
  3. Conference design and promotion plan
  4. Conference exhibitor product promotion/sponsorship plans
  5. Conference registration pricing
  6. Conference evaluations
  7. Awards nominations

Monitors

  1. Association trends
  2. Conference and exhibit trends
  3. Maternal/child health and perinatal education industry trends

Role Description: Membership Committee

Makes Decisions

  1. Membership outreach efforts
  2. Membership survey content

Makes Recommendations

  1. Membership benefits/programs and related budget (Board of Directors)
  2. Membership policies (Board of Directors)

Provides Input

  1. Development of new products and services
  2. Dues and membership categories/requirements
  3. Membership recruitment and retention programs
  4. Web site developments and features
  5. Member/non-member pricing of products and services

Monitors

  1. Membership satisfaction
  2. Membership reports and trends
  3. Needs of membership
  4. Maternal/child health and perinatal education industry trends

Role Description: ANCC Approved Provider Unit

Makes Decisions

  1. Approved provider application process to maintain status as a provider of nursing contact hours through American Nurses Credentialing Center (ANCC) and the California Bureau of Registered Nursing (CBRN) and other providerships, such as with the International Board of Lactation Consultant Examiners (IBCLE) for Continuing Education Recognition Points (CERPs)
  2. Contact hours awarded to Lamaze professional education and continuing education programs for Lamaze, nursing and IBLCE contact hours (i.e. conference, workshops, Webinars, home studies, etc.)
  3. Contact hour application review for continuing education credit from organizations seeking contact hour approval from Lamaze International (i.e. Lamaze-Accredited Childbirth Educator Programs and other organizations)
  4. Ensures educational marketing materials are in compliance with ANCC criteria

Makes Recommendations

  1. Related to maintaining continuing education program accreditation standards (ANCC, CBRN, IBCLE) and associated budget (Education Council)
  2. Continuing education accreditation policies (Education Council)

Provides Input

  1. Lamaze-sponsored continuing education programs to be approved by other appropriate organizations to expand the reach of these offerings
  2. Continuing education program development

Monitors

  1. Approved provider status deadlines and application processes
  2. Lamaze continuing education program evaluations
  3. Trends in continuing education and accreditation
  4. Trends in curriculum development and adult learning

Role Description: International Development Task Force

Makes Decisions

  1. International mini-grant/ scholarship award recipients, as supported with budget funds from year to year

Makes Recommendations

  1. Strategies to promote international development (Board of Directors)

Provides Input

  1. Accreditation, education and certification programs and policies related to international development 

Monitors

  1. Growth of international LCCE educators
  2. International education and certification trends

Role Description: Journal of Perinatal Education Editor-in-Chief

Makes Decisions

  1. Editorial content consistent with the vision of the Journal, adopted by the Board of Directors
  2. Manuscript acceptance, reviews and revisions
  3. Appoints associate editor(s) and columnists

Makes Recommendations

  1. Journal editorial policy (Board of Directors)
  2. Journal editor appointment (President with Board consultation)
  3. Continuing education content (ANCC Approved Provider Unit)

Provides Input

  1. Editorial issues and review of manuscripts as requested
  2. Quality and effectiveness of the Journal to maintain it as a quality reference source
  3. Design and promotion plan for the Journal
  4. Journal pricing
  5. Journal publisher

Monitors

  1. Maternal/child health and perinatal education industry trends
  2. Research pertinent to the field of childbirth and perinatal education
  3. Peer-reviewed journal publishing trends

Role Description: Executive Director

Makes Decisions

  1. Management and operations
  2. Employs, directs, evaluates staff and independent contractors
  3. Whistleblower Policy and Conflict of Interest Policy compliance management
  4. Other decisions as authorized by the Board of Directors and in accordance with policy guidance

Makes Recommendations

  1. Agendas for board and council meetings (in collaboration with President and Council Chairs)
  2. Task force and project advisory teams with specific charge and timeframe (Board of Directors)
  3. Legal counsel and auditors (Board of Directors)
  4. Membership structures and dues (Board of Directors)
  5. Annual budget, including pricing (Board of Directors)
  6. Financial impact of proposed initiatives (Board/Council)
  7. Trademark and licensing activities (Board of Directors)
  8. Dates and locations for Annual Conference following recommendation of Conference Committee (Board of Directors)
  9. Other recommendations as requested by the Board of Directors

Provides Input

  1. Policies
  2. Strategic plan and budget/annual plan of work
  3. Committee/task force formations and members
  4. Volunteer recruitment, training, performance, evaluation and recognition

Monitors

  1. Financial performance and trends
  2. Status of strategic plan
  3. Alignment of council/committee work with strategic plan
  4. Member needs and association trends
  5. Maternal/child health and perinatal education industry trends
  6. Conference and exhibit trends
  7. Products, programs and services

Governance: Sister Organization Liaison

Purpose

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

Purpose

Lamaze International will appoint a representative to serve as the Lamaze International/CIMS Liaison at the annual CIMS meeting.

Term

The CIMS Liaison appointment is for a two-year term, appointed by the President.

Responsibilities

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.

Expense Reimbursement

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

Purpose

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.

Term

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.

Responsibilities

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.

Expense Reimbursement

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)

Purpose

Lamaze International will appoint one representative to serve as a representative to the Joint Commission Liaison Network.

Term

The Joint Commission Liaison Network appointment is for a two-year term, appointed by the President.

Responsibilities

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.

Expense Reimbursement

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)

Purpose

Lamaze International will appoint one representative to serve as a representative to the National Quality Forum.

Term

The NQF representative appointment is for a two-year term, appointed by the President.

Responsibilities

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.

Expense Reimbursement

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

Governance: Volunteer Conduct Policy

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

 

Governance: Volunteer Confidentiality Policy

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):

  1. details of Board of Directors and committee discussions;
  2. addresses, phone numbers, and other non-public information relating to employees, the Board of Directors, committees, and other volunteers;
  3. information about program participants;
  4. information about candidates and certificants;
  5. information received by Lamaze International from third parties under an obligation of confidentiality;
  6. information about Lamaze International’s contractual relationships with vendors and other third parties;
  7. information about donors; and
  8. matters designated confidential by the Board of Directors or the CEO.

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.


Approved: April 2016

Governance: Whistle Blower Protection

Introduction

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.

Reporting Responsibility

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 Retaliation

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.

Reporting Concerns

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.

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.

Investigations

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.

Confidentiality

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.

Records

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.

Distribution

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 Addresslharmon@lamaze.org

 

Approved: April 2016

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