La Leche League International Bylaws

A printable version of the bylaws is available here in PDF format.

PREAMBLE

La Leche League International (LLLI) is a worldwide, educational, nonsectarian, nondiscriminatory service organization which has been incorporated in Illinois as a general not-for-profit corporation. It has been determined to be federally tax-exempt under U.S. 501(c)(3) status and contributions to it are deductible for U.S. Federal Income Tax purposes.

Declaration OF PRINCIPLE

LLLI believes that breast milk is the superior infant food and that mothering through breastfeeding is the most natural and effective way for a mother to understand and satisfy the needs of her baby.

LLLI emphasizes that breastfeeding is the natural way of feeding babies, but recognizes that misinformation and social pressures may cause difficulties that require breastfeeding mothers to seek outside assistance.

LLLI offers information, encouragement, and support to breastfeeding women on a mother-to-mother basis to help mothers gain confidence in their natural ability to breastfeed their babies.

LLLI believes breastfeeding helps a mother by enhancing her natural mothering instincts.

LLLI believes that the breastfeeding relationship can stimulate the optimal physical and emotional growth of the child and the development of close family relationships.

ARTICLE I. NAMES AND OFFICES

SECTION 1. NAME

The name, La Leche League International, Inc. (LLLI), has been registered with the Commissioner of Patents, Department of Commerce of the U.S.A., and is reserved for the exclusive use of LLLI.

SECTION 2. OFFICES

In addition to its registered office in Schaumburg, IL (formerly Franklin Park, IL), LLLI may have offices at such places within or outside the State of Illinois as shall be selected by the Board of Directors.

ARTICLE II. PURPOSE

SECTION 1. GENERAL PURPOSE

The purpose of LLLI is charitable, educational and for the promotion of health:
To help the mother learn to breastfeed her baby;
To encourage good mothering through breastfeeding;
To promote a better understanding of breastfeeding and related subjects.

SECTION 2. CHARITABLE PURPOSE

The corporation, being organized for charitable purposes under Illinois law, shall strive to make its charitable services and products available to the appropriate general public without undue obstacles to access. It is the general policy of the corporation that any fees or charges associated with the charitable services or products of the corporation shall be waived or reduced in accordance with each recipient's ability to pay. The organizational staff shall have the necessary discretion to make such waivers or reductions when appropriate to ensure the maximum distribution of the corporation's charitable services or products. More specifically, the program fee schedules (if any) shall be set in accordance with 35 ILCS 200/15-65 (c) of the Illinois Compiled Statutes.

SECTION 3. VISION PURPOSE

The Vision Purpose of LLLI is:
To realize, deepen and share the love and wisdom found in the breastfeeding relationship.

ARTICLE III. MEMBERS

SECTION 1. QUALIFICATIONS AND DUES

Membership in LLLI shall be available to anyone regardless of race, nationality, color, creed, sex, political affiliation, or marital status upon payment of the annual membership dues.

SECTION 2. MEMBERSHIP CATEGORIES

The Board of Directors may establish one or more membership categories which shall be set down in the Standing Rules.

SECTION 3. VOTING RIGHTS

Voting rights are vested in the Board of Directors.

SECTION 4. MEMBERSHIP BENEFITS

All members may attend LLL Group meetings except when such meetings are limited to women and babies. Members may borrow informational publications; purchase items at a discount; receive information, support, and encouragement from Leaders; have access to information from professional advisors. Members shall have access to a journal published by LLLI.

ARTICLE IV. LLL LEADER

A Leader is a mother who has fulfilled LLLI requirements for leadership and has been accredited by LLLI. A Leader shall be a member of LLLI. A Leader's accreditation may be removed by LLLI for cause as set down in the Standing Rules of LLLI.

ARTICLE V. ORGANIZATIONAL STRUCTURE

Groups, Areas, and Area Networks must be in compliance with specific criteria as detailed in the current Policies and Standing Rules Notebook and shall be governed by these Bylaws except wherein they conflict with the laws of government where the entity operates.

SECTION 1. GROUPS

A Group shall consist of one or more persons meeting in accordance with the purpose of LLLI under the guidance of one or more Leaders. A Group must be authorized by the decision-making body of the Area with which the Group is connected.

SECTION 2. AREAS

An Area shall consist of one or more Groups and have the participation of at least 20 Leaders meeting the criteria within the boundaries established by mutual agreements with the Area Network with which the Area connects. The Area must connect to an Area Network (AN) consisting of at least five Areas. In the event that an Area does not connect to or is unable to connect to an AN, the Area will be dissolved and Area Leaders must connect to another Area. In case of dissolution, disbursement of funds shall revert to or be determined by the Area Network to which the Area has been connected. An Area must have a decision-making body or method to establish and refine agreements among Area Leaders.

SECTION 3. AREA NETWORKS

An Area Network shall consist of at least five Areas and must have a decision-making body or method to establish and refine agreements among those Areas. An Area Network must maintain a primary connection either with LLLI directly or with another LLLI-recognized Area Network, for mutual support and accountability.

SECTION 4. AFFILIATES

An Affiliate is an autonomous LLL organization that is bound to LLLI by the Agreement of International Principles of Cooperation (AIPC) with the approval of the Board of Directors.

ARTICLE VI. BOARD OF DIRECTORS

SECTION 1. GENERAL POWERS

The Board of Directors (Board) shall establish policy, govern the business and affairs of the Corporation, and hire an Executive Director.

SECTION 2. MEMBERS

a. Members. The Board shall be comprised of members of the LLLI geographic Zones and members at large. Founders may also serve as members of the Board. A majority of the Board members shall be Leaders.

b. Zone Members. Each Zone shall have one seat on the LLLI Board of Directors. Additional seats for each Zone shall be determined according to the Zone's percentage of the LLLI total active Leader population. A Zone shall have the option of not holding a seat.

SECTION 3. NUMBER

The number of members of the Board shall be no fewer than nine (9) and no more than fourteen (14). This number shall be set from time to time. The number of Board members and Zone seats will not be affected by Founders serving on the Board.

SECTION 4. TERMS OF OFFICE AND REQUIREMENTS FOR MEMBERSHIP

a. The Standing Rules shall set down Nominating Committee Selections Guidelines.

b. No Board member shall hold a paid staff position compensated by LLLI.

c. All elected Board members will serve for a term of three years.

d. Elected Board members may serve a total of six (6) consecutive years. The six years shall begin to run as of the year of the first election. Should a member reach or exceed six years of continuous service between election years, that member may complete her current term. A former Board member may be nominated for election to the Board after a minimum of a one year's absence.

e. A Board member's term may be extended beyond the six years for one term following an affirmative written ballot of two-thirds (2/3) of the Board.

SECTION 5. FOUNDER'S PRIVILEGE

Founders shall serve as Board members for life, subject to Article VI, Section 16, Removal and may serve the Board: a) as a member of the Board of Directors and/or b) as a member of the Founders Advisory Council (FAC).

b. The FAC shall be composed of all the Founders whether or not they are active Board members. The purpose of the FAC is to advise the Board; provide historical perspective and inspiration; and represent LLLI to the public. The FAC and the Board shall maintain close intercommunication. Members of the FAC may attend and participate in all Board sessions

but Founders who are not active members of the Board of Directors shall have no voting rights and shall not be counted in the Board number or quorum. A member of the FAC who desires to rejoin the Board of Directors shall send written notice to the Chairman of the Board and to the Nominating Committee of her intent to return as a member of the Board no later than December 1 and may then return as a member of the Board at the end of the Annual Session of the following year.

SECTION 6. RESIGNATION

a. A member of the Board may resign by giving written notice to the Chairman of the Board or to the Secretary of the Board. Acceptance of such resignation shall be effective at the time specified therein, or if no time is specified, at the time of delivery of the notice of resignation.

b. By showing good cause therefor, a member of the Board may be granted a temporary resignation one time only. Effective on the date the temporary resignation becomes effective, that person shall cease to be a member of the Board of Directors, such cessation being temporary as hereinafter provided in the Section 6b. Unless earlier removed pursuant to Section 16 of this Article VI, a Board member who has been granted a temporary resignation shall automatically, and without any action on the part of anyone, again become a member of the Board of Directors on a date stated in writing by the Chairman of the Board in granting the temporary resignation (which in no case shall be later than six months from the date the temporary resignation is granted). A request for temporary resignation must be submitted in writing to the Chairman by the Board member seeking the temporary resignation. The Chairman shall determine whether or not the request will be granted. A temporary resignation shall be effective as of the date the Chairman grants the request for temporary resignation in writing.

A member of the Board who has been granted a temporary resignation shall not be entitled to vote but shall be listed on the LLLI letterhead and at such other places as Board members are listed. Copies of minutes, reports, and other materials ordinarily received by Board members shall be made available during a temporary resignation.

SECTION 7. VACANCY

A Board vacancy shall be filled for the unexpired term by election at the next Board session.

SECTION 8. ANNUAL SESSION

The Annual Session of the Board shall be the first session of the calendar year.

SECTION 9. REGULAR SESSIONS

The number and dates of the regular sessions shall be established at the Annual Session.

SECTION 10. SPECIAL SESSIONS

Special sessions may be called by the Chairman of the Board, by the Executive Committee, or by written request of a majority of the Board. The Secretary of the Board shall give verbal notice to all Board members to be confirmed in writing at least five (5) days prior to the session.

SECTION 11. QUORUM

Two thirds of the members of the Board shall constitute a quorum for the transaction of business. The act of a majority of the Board members present and eligible to vote at any session at which a quorum is present shall be the act of the Board unless the act of a greater number is required by law, the Articles of Incorporation, or these Bylaws.

SECTION 12. ACTION BY UNANIMOUS WRITTEN CONSENT

a. Any action to be taken by the Board or a committee may be taken without a meeting through unanimous written consent if each Board member, or in the case of committee action, each Committee member, including the non-director committee members signs, a written consent setting forth the action taken and each signed consent is delivered to the Secretary of the Corporation to be filed in the corporate records.

b. The action taken shall be effective when all the directors or the committee members, as the case may be, have approved the consent unless the consent specifies a different effective date.

c. Any such consent signed by all the directors or all the committee members, as the case amy be, shall have the same effect as a unanimous vote of the Board or a Committee, as the case may be.

d. Written consent for the purposes of this Section may be transmitted or received by electronic means.

SECTION 13. MEETINGS BY TELEPHONE

Members entitled to vote may participate in an act at any meeting through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

SECTION 14. CONFLICT OF INTEREST

A Board member shall disclose to the Board any possible conflict of interest. When a matter involving possible conflict of interest for a Board member becomes a matter for Board action, the member shall not vote or use personal influence on the issue. The Board member may, however, briefly state a position on the matter and answer pertinent questions. The minutes of all actions on such matters shall clearly reflect that these requirements have been met.

SECTION 15. ADVISORS

The Board may appoint or employ any advisory group it deems necessary to achieve its purpose.

SECTION 16. REMOVAL

a. Any Board member may be removed for inappropriate behavior upon notice and following an affirmative, written ballot of two-thirds (2/3) of the Board. Prior to a vote on removal for inappropriate behavior, the Board member may request and shall be granted an informal Board hearing at which the member shall be specifically informed of the charges and given an opportunity for rebuttal.

b. An elected Board member may be removed for failure to fulfill the basic requirements for attendance and Board participation as outlined in "Nominating Committee Selections Guidelines" upon notice and following an affirmative ballot of two-thirds (2/3) of the Board.

c. A Founder may be placed on inactive status for a year for failure to fulfill the basic requirements for attendance and Board participation as outlined in "Nominating Committee Selections Guidelines" upon notice and following an affirmative ballot of two-thirds (2/3) of the Board.

d. If a Board member is removed for any reason, a new member shall be elected to fill the vacancy at the next Board session.

ARTICLE VII. OFFICERS

SECTION 1. OFFICERS AND QUALIFICATIONS

Officers shall be elected from and by the Board. Officers shall be the Chairman, 1st Vice Chairman, 2nd Vice Chairman, Secretary, Treasurer, and any other officers deemed necessary and elected by the Board. The office of Chairman (Chair) may be filled by two Co-Chairmen (Co-Chairs). A candidate for Chairman or Co-Chairman shall have been a member of the Board for a minimum of two years. A candidate for Vice-Chairman shall have been a member of the Board for a minimum of one year. A candidate for Chairman or Co-Chairman shall be an accredited LLL Leader.

SECTION 2. ELECTION AND TERM OF OFFICE

The Board shall elect its officers for a one-year term at its Annual Session. Duly elected officers shall hold office until their successors shall have been elected and qualify. A member may serve in succession no more than four (4) terms in one office. Any officer shall hold no more than one (1) office at a time.

SECTION 3. VACANCIES

A vacancy in the office of Chairman shall be filled by the 1st Vice Chairman for the unexpired term. If the office of Chairman is filled by two Co-Chairmen, the remaining Co-Chairman shall serve as Chairman or the 1^st Vice Chairman shall become Co-Chairman and 2^nd Vice-Chairman shall become 1^st Vice Chairman. If the 1st Vice Chairman is unable to fill this position, the 2nd Vice Chairman will serve as Chairman pro tem until the Chairman is again available or until the next Board session, at which time a new Chairman will be elected. A vacancy in the office of 2nd Vice Chairman or Secretary shall be filled for the unexpired term by election at the next Board session. A vacancy in the office of Treasurer shall be filled by the Chairman of the Finance Committee until the Treasurer is again available or until the next Board session, at which time a new Treasurer shall be elected to serve for the remainder of the unexpired term.

SECTION 4. REMOVAL

Any officer may be removed from office by an affirmative written ballot of three-fourths (3/4) of the entire Board if, in the Board's judgment, removal shall serve the best interests of LLLI.

SECTION 5. CHAIRMAN OF THE BOARD

The Chairman of the Board shall:

a. be the principal officer of LLLI;

b. be responsible for the preparation and distribution of the agenda for Board sessions;

c. preside at Board sessions;

d. guide the affairs of LLLI;

e. work with the Executive Director to ensure that the resolutions, policies, and directives of the Board are implemented;

f. execute or delegate for execution any contracts, deeds, mortgages, bonds, or other instruments which the Board has authorized, according to the requirements of the instrument;

g. vote all securities that the Corporation is entitled to vote except when another person is authorized by the Board;

h. have the privilege of selecting a parliamentarian;

i. be an ex officio member of all committees of which she is not a regular member except the Nominating Committee, to which she may be elected;

j. appoint the chairman of standing committees, except as otherwise authorized by these Bylaws, subject to the approval of the Board;

k. appoint the chairman of special committees, except for special committees of standing committees which will be appointed by the Chairman of the standing committee, in accordance with Article VII, Section 3, and

l. perform other duties incident to the office and assigned by the Board.

SECTION 6. VICE CHAIRMEN

There shall be a 1st Vice Chairman and a 2nd Vice Chairman. The Vice Chairmen shall assist the Chairman when requested.

The 1st Vice Chairman shall:

a. perform the duties of the Chairman with all the power of and subject to all the restrictions of the Chairman in the event of the Chairman's absence or inability or refusal to act; and

b. succeed to the office of Chairman for the unexpired term in the event of a vacancy in that office.

The 2nd Vice Chairman shall succeed to the office of 1st Vice Chairman for the unexpired term in the event of a vacancy in that office.

SECTION 7. SECRETARY

The Secretary shall:

a. record and distribute the minutes of the sessions of the Board and of the Executive Committee;

b. see that notice is given in accordance with these Bylaws or as required by law;

c. keep the corporate records and seal;

d. sign official documents;

e. keep a register of the address furnished by each Board member;

f. perform all duties incident to the office of Secretary and other duties assigned by the Chairman of the Board.

SECTION 8. TREASURER

The Treasurer shall be the principal financial officer of LLLI. The Treasurer may also be Finance Committee Chair. If s/he is not, s/he will be an ex officio member of the Finance Committee. The Treasurer shall:

a. submit or coordinate the submission of the annual budget prepared according to the directives of the Board;

b. authorize the procedures for custody of all corporate funds and securities according to the guidelines as set down by the Board;

c. prepare or coordinate the preparation of a financial report for the Board annually or as directed by the Board;

d. verify closure of the books and their submission for audit as required by the Board and law;

e. perform all duties incident to the office and other duties assigned by the Chairman of the Board.

ARTICLE VIII. COMMITTEES

SECTION 1. EXECUTIVE COMMITTEE

The Executive Committee shall consist of the elected officers and one other member elected from and by the Board. The Chairman of the Board shall be Chairman of the Executive Committee. The Executive Director shall attend all committee meetings of the Executive Committee in an advisory capacity.

The Executive Committee shall have and exercise the authority of the Board of Directors in the management of the corporation only when special circumstances require immediate action by the Board or its designated representatives prior to the next general session of the Board, and a special session of the Board cannot be convened or informal action taken, as defined by Article VI, Section 12, within the necessary time frame. In exercising its authority, and subject to limitations stated herein, the Executive Committee shall be called into session, meet via telephone conference call, or act by written consent via mail or FAX setting forth the action taken signed by all members of the Executive Committee entitled to vote with respect to the subject matter thereof.

The Executive Committee shall immediately present to the Board a full report of action taken. Such action shall be entered into the minutes of the next Board session.

The Executive Committee shall not have the authority of the Board in reference to:

a. amending, altering, or repealing these Bylaws;

b. electing, appointing, or removing any member of any committee or any Board member or officer of LLLI;

c. amending the Articles of Incorporation;

d. adopting a plan of merger or of consolidation with another corporation;

e. authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of LLLI;

f. authorizing the voluntary dissolution of LLLI or revoking proceedings thereof;

g. adopting a plan for the distribution of the assets of LLLI; or

h. amending, altering, or repealing any resolution of the Board which by its terms provides that it shall not be amended, altered, or repealed by the Executive Committee.

The designation and appointment of the Executive Committee and the delegation thereto of authority shall not operate to relieve the Board or any individual member of any responsibility imposed upon it, him, or her by law.

SECTION 2. STANDING COMMITTEES

There shall be a minimum of six standing committees: Audit, Bylaws, Finance, Personnel, Program Services, and Resource Development. Additional standing committees may be established as necessary. Standing committees must have a minimum of five members. A majority of the members of all standing committees shall be members of the Board. The Chairman of each standing committee shall be a member of the Board appointed by the Chairman of the Board with Board approval except as otherwise authorized in these Bylaws.

To meet the needs of the committee, each standing committee chairman shall select the other members of the committee in consultation with and with approval of the Chairman of the Board. A staff representative, assigned by the Executive Director with the approval of the committee chairman, shall act in liaison with the committee. The term of office of the chairman and members of the standing committees shall be for one year or until their successors shall have been appointed and qualify. The committee commissions shall be determined by the Board. A standing committee shall not implement a program or project without Board mandate. A standing committee chairman shall be an ex officio member of any subcommittee created within the standing committee.

SECTION 3. SPECIAL COMMITTEES

All committees that are not standing committees shall be special including subcommittees of standing committees and special committees of the Board, with the exception of the Executive Committee and the Nominating Committee. Special committees shall be brought into being and their chairmen appointed either by a) action of the Board; b) the Chairman of the Board; or c) any standing committee chairman with notification to the Chairman of the Board.

Each special committee shall have a minimum of three members. A majority of the members of all special committees shall be members of the Board.

The commission for each committee shall be written, shall include the list of members, and shall be filed with the Chairman of the Board and the Executive Director. A special committee shall investigate or study issues and make recommendations to the Board but it shall not implement any program or project without Board mandate.

SECTION 4. NOMINATING COMMITTEE

a. Composition. The Nominating Committee shall be composed of five members of the Board elected by ballot at the Annual Session. The person receiving the greatest number of votes shall serve as chairman. A member may serve in succession no more than two (2) terms.

b. Duties. The Nominating Committee shall consider the qualifications of all candidates for the Board proposed by members of the Board, Zones, staff, other members of LLL, or by the Nominating Committee. Names submitted for consideration of the committee shall be accompanied by a statement of qualifications and shall be received two months prior to the Annual Session. The Nominating Committee shall also prepare a list of candidates for each Board office, accompanied by a statement of responsibilities and qualifications.

c. Report. The Nominating Committee shall submit at least one name for each Board seat to be filled and a list containing at least one name for each Board office accompanied by a statement of responsibilities and qualifications. The report shall be sent with the agenda for the Annual Session, but no later than thirty (30) days prior to the session; the report shall be read on the first day of the Annual Session when additional nominations may be made from the floor. No name shall be placed in nomination without the consent of the nominee.

SECTION 5. QUORUM

A majority of any committee shall constitute a quorum.

ARTICLE IX. ELECTION

Members of the Board and officers shall be elected on the second day of the Annual Session by vote of a majority of those present and eligible to vote. Voting shall be by ballot. Officers and Board members shall assume their respective duties at the conclusion of the Annual Session.

ARTICLE X. INDEMNIFICATION

SECTION 1.

LLLI (the Corporation) shall indemnify to the full extent authorized under Section 108.70 of Chapter 32 of the Illinois Revised Statutes as amended from time to time any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative, or investigative, by reason of the fact that he or she, his or her testator or intestate is or was a director, officer, or employee of LLLI or serves or served any other LLLI-affiliated corporation or director, officer, or employee at the request of LLLI.

SECTION 2. INSURANCE.

The Corporation may purchase and maintain insurance on behalf of any person who may be indemnified hereunder, against any liability asserted against such person and incurred in any capacity, or arising out of any status, for which the person may be indemnified.

ARTICLE XI. PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the organization in all cases in which they are applicable and are not inconsistent with these Bylaws or any special rules or policies which LLLI may adopt.

ARTICLE XII. AMENDMENT

SECTION 1. These Bylaws may be amended at any regular session of the Board by a two-thirds (2/3) vote provided that the amendment has been proposed to the Board at a session preceding the session at which action on the proposal shall be taken.

SECTION 2. These Bylaws may be revised only upon authorization by the Board. The proposed revision shall be submitted to the Board in the same manner as outlined in Section 1 above for any proposed amendment. A revision will require a two-thirds (2/3) vote to be adopted.

ARTICLE XIII. DISSOLUTION

Dissolution of LLLI shall be accomplished according to the legal requirements for nonprofit corporation dissolution as established by the State of Illinois. Notice of intent to dissolve must be given in writing to the Board in accordance with the requirements for all amendments to the Bylaws, except that at least sixty (60) days' notice shall be required.

Upon dissolution, LLLI shall use its funds only to accomplish the purpose specified in these Bylaws, and no part of such funds shall inure or be distributed to members of the organization. All remaining funds shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board.

ARTICLE XIV. OTHER CONSIDERATIONS

SECTION 1. CONTRACTS

The Board may authorize any agent of LLLI, in addition to the officers authorized by the Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of LLLI. This authority may be general or confined to specific instances.

SECTION 2. CHECKS, DRAFTS, etc.

All orders for the payment of money or evidence of indebtedness issued in the name of LLLI shall be signed by such corporate agents as the Board shall determine. In the absence of such a determination, these instruments shall be signed by the Treasurer and countersigned by the Chairman of the Board, or their designees.

SECTION 3. DEPOSITS

All corporate funds shall be deposited to the credit of LLLI in such banks or other depositories as the Board may select.

SECTION 4. GIFTS

The Board may accept on behalf of LLLI any contribution, gift, bequest, or devise for a general or special corporate purpose as set down in the Standing Rules.

SECTION 5. RECORDS

LLLI shall maintain at the registered or principal office complete books of account, minutes of the proceedings of Directors and committees having any authority of the Board, and a record with the names and addresses of Board members. All corporate records may be inspected by any Board member or the Board member's agent or attorney for any purpose at any reasonable time.

SECTION 6. FISCAL YEAR

The fiscal year of LLLI shall be April 1 through March 31.

SECTION 7. SEAL

The corporate seal shall bear the name of LLLI and the words, "Corporate Seal, Illinois."

SECTION 8. WAIVER OF NOTICE

Whenever any notice is required to be given, a waiver in writing signed by the person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of notice.

Publication No. 1
copyright 1990 La Leche League International, Inc.
Approved by the Board of Directors - May 1982; Revised - November 2004; Revised- November 2012

La Leche League International
957 N. Plum Grove Road
P. O. Box 4079
Schaumburg IL 60168-4079 USA