Bylaws of Texas Breastfeeding Coalition
As proposed by the Board of Directors on 11/7/16
These bylaws constitute the code of rules adopted by Texas Breastfeeding Coalition on (hereafter “the Corporation”) for the regulation and management of its affairs. The Corporation is a nonprofit corporation organized under the Texas Business Organization Code (referred to as the “Code”).
Registered Office and Registered Agent
Registered Office and Registered Agent – The Corporation shall comply with the requirements of the Code and maintain a registered office and registered agent in Texas. The registered office may, but need not, be identical with the Corporation’s principal office in Texas. The Board of Directors may change the registered office and the registered agent as provided in the Code.
- As set out in the Corporation’s Certificate of Formation, “This Corporation is organized pursuant to the Texas Business Organizations Code. The purposes for which the Corporation is organized are exclusively charitable within the meaning of the Internal Revenue Service Code, Section 501 (c) (3), and the Texas Tax Code, Section 11.18, and consist of the following:
a) To improve the health of Texans by working collaboratively to protect, promote and support breastfeeding.
2. This organization shall be nonprofit and nonpartisan. No substantial part of the activities of the organization shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the organization shall not participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to the people for a vote.
Dedication of Assets & Distribution on Dissolution
- The properties and assets of this organization are irrevocably dedicated to charitable purposes. No part of the net earnings, properties, or assets of this organization, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or any member or director of this organization. On liquidation or dissolution, all properties and assets and obligations shall be distributed and paid over to an organization dedicated to charitable purposes provided that the organization continues to be dedicated to the exempt purposes as specified in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
- Categories of Membership There shall be four categories of membership: Breastfeeding Organizations, Associate, Corporate, and Individual Members. The Board of Directors (Board) shall have the authority to establish and define nonvoting categories of membership. Membership shall be granted upon a majority vote of the Board. The Board shall have the right to deny, or terminate the membership of any organization.
a. Breastfeeding Organizations: County and/or regional breastfeeding coalitions, associations, committees or task forces with a common interest and commitment to the purpose and objectives of the Coalition may become member organizations.
1. Breastfeeding Organizations Advisory Council
a. A member breastfeeding organization will be represented by one delegate who will attend member meetings and serve on the Breastfeeding Organizations Advisory Council.
b. If a delegate is unable to attend, s/he may attend by proxy (by sending another person as a substitute).
c. Each member breastfeeding organization delegate will be entitled to one vote on behalf of his or her constituents on any business before the Advisory Council.
d. The Advisory Council will be chaired by the Coalition’s vice-president Chair-Elect unless another Officer is appointed by the Board to serve in that capacity;
e. The Advisory Council will elect from amongst its members one (1) at-large Board member who shall then serve on the Coalition’s Board of Directors with voice and vote to represent and serve as a liaison for the Advisory Council’s members.
2. Breastfeeding organization member delegates are encouraged to participate in one or more committees of the Coalition.
b. Associate Organizations: Non-profit and/or government organizations with a commitment to the objectives and who are willing to support the work of the Coalition may become associate members.
1 Associate members may attend member meetings. Associate members may vote unless the vote involves a conflict of interest as outlined below.
2 Associate members are encouraged to participate in one or more committees of the Coalition.
c. Corporate Partners: Businesses and other organizations which do not meet criteria for non-profit status, with a commitment to support the purpose and objectives of the Coalition may become corporate partners. They may attend member meetings but are non-voting members.
Individual Member: Individuals with a commitment to the objectives of the Coalition and who are willing to support the work of the Coalition may become individual members.
- Individual members may attend member meetings but are non-voting members on matters of policy, finance and legislative issues. They are represented in these matters through their local collation affiliation. They may vote on officers and by-law amendments.
- Individual members are encouraged to participate in one or more committees of the Coalition.
Conflict of Interest All members will sign a conflict of interest form upon initial application or renewal of membership application. When a potential conflict of interest exists for any Coalition Member or member of the Board of Directors – for example, in hiring, promotion, funding, procurement, purchasing, political participation, or any other area involving potential gain – such potential conflict must be disclosed to the Board. The Board must review the potential conflict and document an approval in writing. Any conflict of interest which violates the World Health Organization’s Code of Marketing of Breast Milk Substitutes will nullify membership in TXBC. Other potential conflicts of interest should be documented in writing and kept on file by the TXBC Executive Board. Any Director on the TXBC Board will recuse themselves of any voting issues in which their conflict of interest could influence their vote. as described in the following paragraph.
Prior to consummating a transaction (or any part thereof) in which a conflict of interest exists, the Board must approve the transaction in good faith by a vote of a majority of the directors then in office without counting the vote of the interested director or directors, and with knowledge of the material facts concerning the transaction and the director’s interest in the transaction. The material facts with regard to the potential conflict shall be noted in the minutes, and the minutes shall also reflect the following in connection with any such approval:
1. The Board has determined that the corporation is entering into the transaction for its own benefit:
2. The Board has determined that the transaction was fair and reasonable as to the corporation at the time the corporation entered into the transaction; and
3. Prior to authorizing or approving the transaction, the Board considered and in good faith determined after reasonable investigation under the circumstances that the corporation could not have obtained a more advantageous arrangement with reasonable effort under the circumstances.
4. Members disclosing a conflict of interest can volunteer or be requested to recues themselves from voting on an area of potential conflict of interests. Disagreements about voting on areas of potential conflict of interest shall be settled by a majority vote of the Board of Directors.
3. Artificial Infant Food Industry Conflicts. No representative of the artificial infant food industry, or anyone who primarily profits directly from the artificial infant food industry, may be present in any form at any meeting of the Coalition. No program, publication, or activity of the Coalition shall be underwritten by any artificial infant food company or affiliated entity.
4. International Code of Marketing of Breastmilk Substitutes (WHO Code) Compliance. No company or individual that profits from products that fall within the scope of the WHO Code may be a member of the coalition or be present at any meeting of the coalition. Should disagreements occur about what constitutes WHO Code compliance, The National Alliance for Breastfeeding Advocacy (NABA REAL) Code Help Center shall be consulted and a decision shall be determined by a majority vote of the Board of Directors.
5. Dues: Membership is renewed on an annual basis, beginning in January. A nominal fee is required for active membership. This fee is determined by the Board of Directors and may be adjusted annually.
6. Member in Good Standing A member in good standing will fill out all requested paperwork, including but not limited to a membership application and a conflict of interest form. A member in good standing will pay annual dues and attend at least two meetings per year, including online, conference call, or in-person meetings.
7. Member Meetings
a. Annual Meeting. The date of the regular annual member meeting shall be set by the Board of Directors who shall also set the time and place.
b. Bi-monthly meetings. Member meetings will be held by teleconference every two months in even numbered months. The Executive Committee shall set the time.
c. Special Meetings. Special member meetings may be called by any member of the Executive Committee, or by a simple majority of the Board of Directors.
d. Notice of each member meeting shall be given to each voting member, by e-mail, not less than ten days before the meeting.
(8) Voting: The membership shall vote to elect officers and to amend the by-laws. A majority of voting members responding shall be sufficient to carry a vote. Items to be voted upon shall be announced in writing. Voting may be done by e-mail and/or by ballot at meetings. Notice of voting conducted by email shall be given not less than ten days before the final tally of votes. Votes after the final tally shall not be considered.
Officers of the Coalition
- Officers: The officers of the Coalition shall be a Chair, Chair-elect, Past-chair, Secretary and Treasurer. These officers shall constitute the Executive Committee, which shall serve in the usual capacity of a Board of Directors and shall manage the affairs of the Coalition.
- Qualification of Officers and Chairs
a) No officer or chair may be funded or employed by the artificial infant food industry or any company which includes the production and/or sale of artificial infant food or any product which falls under the scope of the WHO Code.
b) Each officer/chair must be a member in good standing of the Coalition and meet the minimum qualifications for the position. In addition, Officers must attend 2/3 of membership teleconference meetings, all annual meetings, all special meetings, and all Board meetings except in cases of dire emergency. Any officer missing more than two meetings or calls may be subject to removal from office.
3. Number of Officers and Chairs: The authorized number of officers and chairs shall be not less than five (5) and not more than eleven (11) with the exact number of directors to be fixed by a resolution duly adopted by the Board of Directors.
4. Election and Terms for TXBC Governance
a. The Officers shall be elected by e-mail or in-person vote and will each serve a term of two years. The Chair-elect will be elected each year to replace the outgoing Chair-elect. The Treasurer will be elected in the odd years. The Secretary will be elected in the even years. All Officers may be elected to two additional terms such that they may serve up to six years in a particular position prior to being required to not serve in that position for at least one year prior to being considered for re-election to that office.
b. Space shall be provided on the ballot for write-in votes. Ballots shall be returned to the Nominating Committee by such deadline as determined each year by the Executive Committee. The results will be tallied and reported to the Board of Directors and to the voting membership. Officers shall be elected by a majority of those voting. New officers assume their responsibilities in January of each year.
c. Officers are eligible for re-election, but they must go through the same nomination process as any other candidate and they must be re-elected by a majority vote.
5. Duties and Responsibilities of Officers
- Oversees TXBC committees & projects to assure that the mission of TXBC is met.
- Sets up, chairs, and facilitates all meetings and conference calls
- Determines agenda for meetings and conference calls
- Chairs EC meetings
- Obtains reports from other officers and committees
- Notifies members of meetings and pertinent information related to TXBC
- Serves as spokesperson when needed
- Serves as central point of contact for inter-group communication
- Supports chair and prepares to assume role of Chair the following year.
- Oversees Outreach/PR activities.
- Serves in chairs role in her/his absence and/or disability
c. Past Chair
- Guides, through consultation and provision of technical assistance, the Chair and Co-chair in governance of TXBC
- Serves as liaison to Legislative Committee
- Serves on Nominating Committee
- Receives and maintains membership list and contact information
- Serves as central point of contact for intra-group communication
- Ensures timely communications as needed
- Records and distributes Coalition meeting minutes
- Assembles and updates roster yearly
- Maintains attendance list
- Maintains all relevant records
- Oversees acknowledgement and appreciation of volunteers
- Oversees Membership and Website activities
- Serves as liaison with fiscal agent
- Consults with Executive Committee (EC) on fiscal decisions
- Processes expenses and maintains financial records
- Manages financial transactions of Coalition
- Collects dues, membership applications and conflict of interest forms.
- Prepares annual budget and presents to Board for approval.
- Presents financial report for review at annual meetings of the Coalition or as requested by any member of the Executive Committee.
(6) Appointed Positions
a. Nominating Chair and nominating Co-chair Past Chair
- Works to solicit nominations from among the membership of the organization.
- Presents slate of candidates to Executive Committee for vetting.
- Presents slate of candidates to membership once vetting process is completed.
b. Legislative Chair
- Works with membership to define legislative priorities
- Represents Coalition’s interests in legislative efforts at meetings with other stakeholders
- Provides summaries of these meetings for membership
- Identifies legislative issues and agenda for legislative sessions
- Works with legislators on bills related to breastfeeding and lactation
- Prepares legislative action notices as needed for members
- Keeps membership apprised of relevant legislation and other issues
c. Meeting Coordinator—Position will rotate depending upon meeting location Events Chair
- In consultation with EC, sets agenda for annual meeting(s)
- Identifies location(s) for meeting(s)
- Handles meeting registrations
- Coordinates and prepares meeting materials – handouts, nametags etc.
- Serves as catering/facilities liaison
- Coordinates support during meetings, as needed
Board of Directors
1)The affairs of the Coalition shall be managed by the Board of Directors, which is composed of the Executive Committee, appointed committee chairs and the at-large elected representative of the Breastfeeding Organizations Advisory Council outlined in Article 4.
2) Meetings of the Board of Directors: Meetings of the Board of Directors shall be held at least quarterly at each place, date and time as may be designated by the Chairperson. Participation may be by phone, web-conferencing or other telecommunication tools, or in person as designated by the Chairperson. Except as otherwise provided by law or in these Bylaws majority vote of Board members present, participating by phone, or voting by proxy is needed for Board of Directors approval.
3) The collaborative duties of the Board of Directors shall include:
- Conduct Coalition business consistent with the Bylaws;
- Enter into agreements with individuals; agencies or organizations as desired to carry out Coalition activities;
- Meet at least quarterly;
- Make regular reports to the membership concerning action taken by the Board of Directors;
- Establish annual membership dues for each membership category;
- Review and approve proposed amendments to the Bylaws prior to submission for membership approval and;
- Review and approve or reject proposed project abstracts submitted by the committees.
4) Regular Board meetings: Regular meetings of the Executive Committee shall take place at least quarterly and at such times, places, and dates as fixed by the Executive Committee. Participation may be by phone, web-conferencing or other telecommunication tools, or in person as designated by the Board of Directors. Except as otherwise provided by law or in these Bylaws, majority vote of the Executive Committee members present, participating by phone, or voting by proxy is needed for Executive Committee approval.
5) Special Board meetings: The Chair or any two officers may call special meetings of the Board of Directors for any purpose.
6) Quorum – A majority of the incumbent Directors (not counting vacancies) shall constitute a quorum for the purposes of convening a meeting or conducting business. At Board meetings where a quorum is present, a majority vote of the Directors attending shall constitute an act of the Board unless a greater number is required by the Certificate of Formation or by any provision of these bylaws.
7) Actions without a Meeting – Any action required or permitted to be taken by the Board of Directors under the Texas Business Organizations Code, the Certificate of Formation, and these bylaws may be taken without a meeting, if all Directors individually and collectively consent in writing or e-mail or facsimile, setting forth the action to be taken. Such written consent shall have the same force and effect as a unanimous vote of the Board.
8) Meetings by Remote Communications Technology – A meeting of the board of directors of this corporation, or any committee designated by the board of directors of this corporation may be held by means of a remote electronic communications system, including videoconferencing technology or the Internet, only if: (1) each person entitled to participate in the meeting consents to the meeting being held by means of that system; and (2) the system provides access to the meeting in a manner or using a method by which each person participating in the meeting can communicate concurrently with each other participant.
9) Resignation – Any Officer or Appointed Position may resign at any time by delivering written notice to the Secretary or Chair. Such resignation shall take effect upon receipt or, if later, at the time specified in the notice.
10) Removal – Any Officer or Appointed Position may be removed without cause, at any time, by a two-thirds vote of the entire Board of Directors, at a Regular or Special Meeting called for that purpose. Any Officer or Appointed Position under consideration of removal must first be notified about the consideration by written notice at least five days prior to the meeting at which the vote takes place.
11) Vacancies – Vacancies shall be filled by majority vote of the remaining members of the Board, though less than a quorum and the Officer or Appointed Position filling the vacancy shall serve for the remainder of the term of the position that was vacated. Vacancies shall be filled as soon as practical.
12) Compensation – Officer or Appointed Position shall not receive any salaries or other compensation for their services as Board members, but, by resolution of the Board, may be reimbursed for any actual expenses incurred in the performance of their duties for the Corporation. The Board shall establish a policy governing such potential reimbursements at the time it adopts its annual budget. The Policy & Procedure Guidelines will be utilized to govern potential reimbursements. The Corporation shall not loan money or property to, or guarantee the obligation of, any Officer or Appointed Position.
(a) Officer or Appointed Position may receive compensation for serving the corporation TXBC in a capacity other than as an Officer or Appointed Position of the corporation TXBC so long as such service and remuneration for such service is explicitly approved by the Board and recorded in the Board’s minutes.
Committees shall be named by the Board of Directors to fulfill functions as needed. The Board may create committees as needed, such as for fundraising, or special projects. Board members appoint all committee chairs by a simple majority. Committees may be permanent, thus an ongoing and integral part of the Coalition, or temporary; appointed to fulfill a function that will terminate within a designated timeframe.
(1) Execution of Documents – Unless specifically authorized by the Board of Directors or as otherwise required by law, all final contracts, deeds, conveyances, leases, promissory notes, or legal written instruments executed in the name of and on behalf of the Corporation TXBC shall be signed and executed by the Chair (or such other person designated by the Board of Directors), pursuant to the general authorization of the Board. All conveyances of land by deed shall be signed by the Chair or two other members of Executive Committee and must be approved by a resolution of the Board of Directors.
2) Disbursement of Funds – Financial Transactions which have a value of $5,001 or more if not included in the annual budget shall require majority approval of the Board of Directors or Executive Committee if a majority of the Board of Directors is not immediately available to vote on the transaction. In all other transactions, the Chair and Treasurer may dispense with the funds of the Corporation TXBC in accordance with expenditures approved by the Board of Directors and the purposes of the Corporation TXBC as set out in the Certificate of Formation and these bylaws. Unless otherwise determined by the Board, the Chair and Treasurer shall have signature authority. Two signatures shall be required on all checks of $500 or greater.
3) Records – The Corporation TXBC will keep correct and complete records of account and will also keep minutes of the proceedings of the Board meetings and Committees. The Corporation TXBC will keep at its principal place of business the original or a copy of its bylaws, including amendments to date certified by the Secretary of the Corporation. TXBC.
4) Inspection of Books and Records – All books and records of the Corporation. TXBCmay be inspected by any Director for any purpose at any reasonable time on written demand. the Corporation. TXB shall keep correct and complete books and records of account.
5) Deposits – All funds of the Corporation TXBC shall be deposited to the credit of the Corporation TXBC in banks, trust companies, or other depositories that the Board of Directors selects.
6) Loans – the Corporation. TXBC will make no loans to any of its Directors or Officers.
7) Fiscal Year: The fiscal year of the coalition shall begin January 1 and end December 31 of each year.
Dissolution or Sale of Assets
A majority of voting members may act to dissolve the Coalition and its Corporation. non-profit status. Upon dissolution of the Corporation, TXBC any assets remaining after payment of or provision for its debts and liabilities shall, consistent with the purposes of the organization, be paid over to charitable organizations exempt under the provisions of Section 501 (c)(3) of the U.S. Internal Revenue Code or corresponding provisions of subsequently enacted federal law and whose purposes and objectives promote breastfeeding education and support. No part of the net assets or net earnings of the Corporation TXBC shall inure to the benefit of or be paid or distributed to an officer, director, member, employee, or donor of the Corporation TXBC.
- Articles of Amendment – The Membership may adopt Articles of Amendment (amending the Certificate of Formation) by a vote of two-thirds of voting members present at a meeting where a quorum is present.
2) ByLaws – These by-laws may be altered or amended in whole or in part, or repealed and new by-laws may be adopted by a majority of the voting members present at any annual meeting or any special meeting, if at least thirty (30) days written notice is given of an intention to alter, amend, or repeal these by-laws or to adopt new by-laws at such meeting, and such notice contains a statement of the nature of the proposed amendment(s), and shall become effective upon adoption.