A California Public Benefit Corporation

Article I
Name of the Corporation

Section 1. This corporation shall be known as the San Diego County Breastfeeding Coalition.

Article II
Objectives and Purposes

Section 1. Purpose

The specific purposes for which this corporation is organized are:
To provide breastfeeding education to physicians, healthcare professionals and the general public and to develop and disseminate outreach and educational materials on breastfeeding for hospitals, physicians, healthcare professionals and the general public.

Section 2. Objectives

The primary objectives of this corporation shall be to promote and support breastfeeding through education and outreach in our community by:

  1. increasing the number of physicians and other primary healthcare providers in San Diego County who include breastfeeding counseling and referral as part of routine care.
  2. increasing the number of infants who breastfeed in the early postpartum period.
  3. increasing the number of infants who continue breastfeeding to 12 months or older.
  4. providing accurate and consistent breastfeeding information to families, health professionals and the community.
  5. encouraging breastfeeding-friendly policies and procedures in all area hospitals and birthing centers
  6. conducting research regarding the incidence, prevalence and means of supporting breastfeeding in our community.

Article III
Offices

Section 1 Principal Office
The principal office of the corporation for the transaction of its business is located at 3665 Kearny Villa Road, in the City and County of San Diego, California, 92123.

Section 2. Change of Address
The county of the corporation’s principal office can be changed only by amendment of these bylaws and not otherwise. The Board of Directors may, however, change the principal office from one location to another within the named county by noting the changed address and the effective date in the minutes of the meeting during which the change the address is approved.

Such changes of address shall not be deemed an amendment to these bylaws.

Section 3. Other Offices
The Corporation may also have offices at such other places, within or without the State of California, where it is qualified to do business, as its business may require and as the board of Directors, from time to time, designate

Article IV
Members

Section 1. Members
The Corporation shall have no members. Any Action for which there is no specific provision in the nonprofit public benefit corporation law applicable to a corporation which has no members and which would otherwise require approval by a majority of all members or approval by the members shall require only approval of the Board of Directors. All rights which would otherwise vest in the members shall vest in the Board.

Section 2. Associates
Nothing in this article shall be construed as limiting the right of the Corporation to refer to persons associated with it as “members” even though such persons are not members, and no such reference shall constitute anyone, within the meaning of Section 5056 of the California nonprofit corporation law. The Corporation may confer, by amendment of its articles or these bylaws, some or all of the rights of a member, as set forth in the California nonprofit corporation law, upon any person or persons who do not have the right to vote for the election of the Directors or on a disposition of substantially all of the assets of the Corporation or on a merger or on a dissolution or on changes to the Corporation’s articles or bylaws or for the selection of delegates who possess any of the preceding voting rights, but no such person shall be a member within the meaning of said Section 5056.

Section 3. Qualifications
As the purpose of the corporation is to promote and support breastfeeding, the Board of Directors shall have the right to set qualifications for participation in Corporation activities, and exclude from Paid Associate status, those individuals or organizations whose interests are deemed incompatible with the mission, vision, values and objectives of the Corporation.

Section 4. Dues
Participants in the Coalition will be qualified as paid Associates if they have paid dues according to the dues current structure.

Section 5. Voting Privileges
Paid Associates shall have the right to vote either in person or by written ballot for the officers and members of the Board of Directors.

Section 6. Removal
The Board of Directors shall have the right and responsibility to remove from Paid Associate status and from participation in the Corporation’s activities, those persons or organizations whose words or actions are illegal or are deemed incompatible with the mission, vision, values and objectives of the Corporation.

Article V
Directors

Section 1. Number
The Corporation shall have not less than three (3) nor more than eleven (11) Directors and collectively they shall be known as the Board of Directors

Section 2. Qualifications and Nominations
Any Paid Associate shall be eligible to be a Director. Director candidates may be nominated by a Director, any other Paid Associate, or self-nominated. The current Board Secretary will verify candidates are eligible to run and prepare an appropriate ballot.

Section 3. Election
A general election to select members of the Board of Directors of the corporation shall be held annually on the second Thursday of September. All paid Associates of the corporation attending the meeting are eligible to vote The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected. Each Associate shall cast one vote, with voting being by ballot only.

Section 4. Terms of Office
Each Director shall hold office for a two year term with approximately one half of the Directors elected each year in staggered terms at the Annual Meeting for election of the Board of Directors as specified in these Bylaws and until his or her successor is elected and qualifies.

Section 5. Powers
Subject to the provisions of the California Nonprofit Public Benefit Corporation law and limitations in the Articles of Incorporation and Bylaws relating to action required or permitted to be taken or approved by the members, if any of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be executed by or under the direction of the Board of Directors.

It shall be the duty of the directors to:

  1. Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation or this corporation or by these Bylaws;
  2. Appoint and remove, employ and discharge, and except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of officers, agents and employers or the corporation;
  3. Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;
  4. Meet at such times and places as required by these Bylaws;
  5. Register their addresses with the Secretary of the corporation and notices of meeting mailed or telegraphed to them at such addresses shall be valid notices thereof.

Section 6. Vacancies
Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director and 2) whenever the number of authorized directors is increased. The Board may declare vacant the office of a director who has been declared of unsound mind by final order of any court, or convicted of a felony or been found by final order or judgment of any court to have breached any duty under section 5230 and following of the California Nonprofit Public Benefit Corporation law.

Section 7. Filling of Vacancies
Vacancies on the Board of Directors may be filled by approval of the board or, if the number of directors then in office is less than a quorum, by 1) the unanimous written consent of the Directors then in office, 2) the affirmative vote of the majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with this Article of these bylaws or 3) a sole remaining director. A person elected to fill a vacancy as provided by this Section, shall hold the office until the next annual election of the Board of Directors or until his or her death, resignation or removal from office.

Section 8. Resignation
Any director may resign effective upon giving written notice to the Chairperson of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Attorney General of the State of California.

Section 9. Removal from Office
Directors may be removed without cause by a majority of the directors then in office. Directors of the Corporation shall be expected to attend at least 50% of all meetings held annually. In the event that a Director is unable to fulfill this expectation, they shall be reviewed for possible removal from office.

Section 10. Compensation
Directors shall receive compensation, if any, for their services, as determined by the Board of Directors. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 5 of this article. Directors may not be compensated for rendering services to the corporation in any capacity other than director unless such other compensation is reasonable and is allowable under the provisions of Section11 of this Article.

Section 11. Restriction Regarding Interested Directors
Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the board may be interested persons. For purposes of this Section, “interested persons” means either:

  1. Any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director, or:
  2. Any brother, sister, ancestor, descendent, spouse, brother-in-law, sister-in-law, daughter-in-law, mother-in-law or father-in-law of any such person.
  3. Employees, consultants, and members of the Board of Directors of the San Diego County Breastfeeding Coalition (SDCBC) must not use their positions for purposes that are or give the appearance of being motivated by a desire for private financial or other gain for themselves or others such as those with whom they have family, business, other ties. When a potential conflict of interest exists for any SDCBC employee or member of the Board of Directors – for example, in hiring, promoting funding procurement, purchasing, political participation, or any other area involving potential gain – such potential conflict of interest must be reported to the Executive Director and/or the Board of Directors as appropriate. This issue must be reviewed and, if approved, written authorization with safe guards against impropriety must be documented.

Article VI
Officers

Section 1. Numbers and Titles of Officers
The officers of the corporation shall be a President, a Secretary, and a Chief Financial Officer who shall be designated the Treasurer. The corporation may also have, as determined by the Board of Directors, a Chairperson of the Board, one or more Vice presidents, Assistant Secretaries, Assistant Treasurers or other officers. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve as the President or Chairperson of the Board.

Section 2. Qualification, Election and Term of Office
Any paid associate may serve as officer of this corporation. Officers shall be elected as specified in Article V, Sections 2,3. Each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.

Section 3. Duties of the Officers
3.1 President
The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, he or she shall preside at all meetings of the Board of Directors. If applicable, the President shall preside at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.

3.2 Vice President
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these bylaws or as may be prescribed by the Board of Directors.

3.3 Secretary
The Secretary shall:

  1. certify and keep at the principal office of the corporation, the original or a copy of these Bylaws as amended or otherwise altered to date.
  2. Keep at the principal office of the Corporation or at such other place as the Board of Directors may determine, a book of minutes of all meetings of the Directors and, if applicable, meetings of committees of Directors, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting and the proceedings thereof.
  3. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
  4. Be custodian of the records.
  5. Keep at the principal off ice of the corporation a book containing the name and address of each and any paid associates and, in the case where any participation in the Corporation has been terminated he or she shall record such fact in the book together with the date on which such Paid Associate status ceased.
  6. Exhibit at all reasonable times to any Directors of the Corporation, or to his or her agent or attorney, on request therefore, the Bylaws and minutes of the proceedings of the Directors of the Corporation.
  7. In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, the Articles of Incorporation of this Corporation or these bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

3.4 Treasurer
Subject to the provisions of these Bylaws relating to the execution of Instruments, deposits and funds, the Treasurer shall:

  1. Have charge and custody of and be responsible for all funds and securities of the Corporation, and deposit all such funds in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors.
  2. Receive and give receipt for monies due and payable to the Corporation from any source whatsoever.
  3. Disburse or cause to be disbursed the funds of the Corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
  4. Keep and maintain adequate and correct accounts of the Corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
  5. Exhibit at all reasonable times the books of account and financial records to any Director of the Corporation, or to his or her agent or attorney, on request therefore.
  6. Render to the President and Directors, whenever requested, an account of any and all of his or her transactions as Treasurer and of the financial condition of the Corporation.
  7. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
  8. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, the Articles of Incorporation of the Corporation or these bylaws, or which may be assigned to him or her from time to time by the Board of Director.

Section 4. The Immediate Past President of the Board of Directors
The immediate Past President of the Board of Directors shall be an ex- officio, voting member of the currently sitting Board of Directors.

Section 5. Subordinate Officers
The Board of Directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors

Section 6. Removal and Resignation
Any officer may be removed at any time, either with or without cause, by a two thirds vote of the Board of Directors.. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later date specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of the Section shall be superseded by any conflicting terms of a contract that has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation

Section 7. Vacancies
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the Board may or may not be filled, as the Board shall determine.

Section 8. Compensation
The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors. No officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the corporation, provided however that such compensation paid a director for serving as an officeros this corporation shall only be allowed if permitted under the provisions of Article 5, Section 11 of these Bylaws. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered for the corporation which relate to the performance of the charitable or public purposes of this corporation. .

Article VII
Committees

Section 1. Executive Committee
1.1 The Officers of the Corporation shall constitute the Executive Committee. The Board shall delegate to the Executive Committee any of the powers and authority of the Board in the management of the business and affairs of the corporation except with respect to:

  1. The approval of any action which, under law or the provisions of these Bylaws, requires the approval of the members of or a majority of all of the members.
  2. The filling of vacancies on the Board or on any committee which has authority of the Board.
  3. The fixing of compensation of the Directors for serving on the Board or on any committee.
  4. The amendment or repeal of Bylaws or the adoption of new Bylaws.
  5. The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable.
  6. Appointment of committees of the Board or the members thereof.
  7. The approval of any transaction to which this corporation is a party and in which one or more of the Directors has a material financial interest, except as expressly provided in section 5233(d)(3) of the California Nonprofit Public Benefit Corporation Laws.

1.2 By the majority vote of its members then in office, the board may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below two (2) the number of its members, and fill vacancies therein from the members of the board.

Section 2. Other Committees
The Corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. Such committees may consist of persons who are not also members of the board. These additional committees shall act in an advisory capacity only to the board and shall be clearly Titledas “advisory” committees.

Article VIII
Meetings

Section 1. Regular Meetings: Board of Directors
Regular meetings of the Directors shall be held on the first Thursday of each the month at 4:30 PM unless such day falls on a legal holiday, in which event the regular meeting shall be held on a date and time agreed upon by the majority of the Board of Directors.

Section 2. General Coalition Meetings
Regular meetings of the Board of Directors, paid associates and guests shall be held on the second Thursday of every other month, starting with January, from 3-5 pm or on a date, time and place as established by the Board.

Section 3. Special Meetings
Special meetings of the Board of Directors may be called by the President, the Vice President, and the Secretary or by any two directors and such meetings shall be held in a place designated by the person or persons calling the meeting, and in the absence of any such designation, at the principal office of the Corporation.

Section 4. Place of Meetings
Meetings shall be held at the principal office of the Corporation or at such place designated by the Board. In the absence of such designation, any meeting not held at the principal office of the Corporation shall be valid only if held on the written consent of all Directors given either before or after the meeting and filed with the Secretary of the Corporation or after all Board members have been given written notice of the meeting as hereinafter provided for special meetings of the Board.

Section 5. Meetings by Telephone
Any meeting, regular or special may be held by conference telephone or similar equipment, so long as all directors participating in such a meeting can hear one another.

Section 6. Notice of Meetings
Regular meetings of the Board may be held without notice. Special meetings of the Board shall be held upon four (4) days’ notice by first class mail or forty-eight (48) hours’ notice delivered personally or by telephone or by telegraph. If sent by mail or telegraph, the notice shall be deemed to be delivered on its deposit in the mails or on its delivery to the telegraph company. Such notices shall be addresses to each Director at his or her address as shown on the books of the Corporation. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place of the adjourned meeting are fixed at the meeting adjourned and if such adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meeting to directors absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting. Notice of meetings not herein dispensed with shall specify the place, day, hour of the meeting. The purpose of any Board meeting need not be specified in the notice.

Section 7. Waiver of Notice and Consent to Holding Meetings
The transactions of any meeting of the board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each director not present signs a waiver of notice, a consent to holding a meeting or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 8. Quorum for Meetings
A quorum shall consist of a majority of the Board of Directors. Except as otherwise provided by these Bylaws or the Articles of Incorporation of the corporation or by law, no business shall be considered by the board at any meeting at which quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. However, a majority of the directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the board. When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in Section 5 of this article. The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this corporation.

Section 9. Majority Action as Board Action
Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of this corporation, or provisions of the California Nonprofit Public Benefit Corporation Law, particularly those provisions relating to appointment of committees (Section 5212), approval of contracts or transaction in which a director has a material financial interest (Section 5233) and indemnification of directors (Section 5238e), require a greater percentage or different voting rules for approval of a matter by the board.

Section 10. Action by Unanimous Written Consent Without a Meeting
Any
action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. For the purposes of this section only, “all members of the board” shall not include any “interested director” as defined in Section 5233 of the California Nonprofit Public Benefit Corporation Law. Such written consent or consents shall be filed with the minutes of the proceeding of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of the Directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the bylaws of this Corporation authorize the Directors to so act, and such statement shall be prime facie evidence of such authority.

Section 11. Conduct of Meetings
Meetings of the Board of Directors shall be presided over by the President of the corporation or in his or her absence, the Vice President of the corporation or in the absence of each of these persons, by a chairperson chosen by a majority of the directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the board, provided that in his or her absence, the presiding officer shall appoint another person to act as Secretary of the meeting.

11.1 Robert’s Rule. Meetings shall be governed by Roberts Rules of Order, as such may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these bylaws, with the Article of Incorporation of this Corporation or with provisions of law.

Section 12. Meetings and Action of Committees
Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also fix the time for special meetings of committees. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

Section 13. Minutes of Meetings
Minutes will be kept of all meetings. Following approval at the next meeting of the specific unit of the Corporation, the minutes shall be filed with the Secretary of the corporation.

Article IX
Execution of Instruments, Deposits and Funds

Section 1. Execution of Instruments
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 2. Checks and Notes
Except as otherwise specifically determined by resolution of the Board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the treasurer and countersigned by the President of the corporation.

Section 3. Deposits
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select

Section 4. Gifts
The Board of Directors may accept on behalf of the corporation any gift, bequest, or devise for charitable or public purposes of this corporation

Article X
Corporate Records, Reports and Seal

Section 1. Maintenance of Corporate Records
The corporation shall keep at its principal office in the State of California:

  1. Minutes of all meetings of directors, committees of the board and of all meetings of Paid Associates, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
  2. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements gains and losses;
  3. A record of its Paid Associates, if any, indicating their names and addresses and, if applicable, the class of associate status held by each Paid Associate and the termination date of any associate status;
  4. A copy of the corporations Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the Paid Associates, if any, of the corporation at all reasonable times during office hours.

Section 2. Inspection Rights
2.1 Directors
The Board of Directors shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation.

2.2 Paid Associates
Each and every Paid Associate shall have the following inspection rights, for a purpose reasonably related to the person’s interest as a Paid Associate:

  1. To inspect and copy the record of all Paid Associate’s names, addresses and voting rights, at reasonable times, upon five (5) business days’ prior written demand on the corporation, which demand shall state the purpose for which the inspection rights are requested.
  2. To obtain from the Secretary of the corporation, upon written demand and payment of a reasonable charge, an alphabetized list of names, addresses and voting rights of those Paid Associates entitled to vote for election of directors as of the most recent record date for which the list has been compiled for as of the date specified by the Paid Associate subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The list shall be made available on or before the later of ten (10) business days after the demand is received or after the date specified therein as of which the list is to be compiled.
  3. To inspect at any reasonable time the books, records, or minutes of proceedings of the Paid Associates or of the board or committees of the board, upon written demand of the corporation by a Paid Associate, for a purpose reasonably related to such person’s interests as a Paid Associate.

Section 3. Right to Copy and Make Extracts
Any inspection under the provisions of the Article may be made in person or by an agent or attorney and the right to inspection includes the right to copy and make extracts

Section 4. Corporate Seal
The Board of Directors may adopt, use and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instruments.

Article XI
Fiscal Oversight

Section 1. Fiscal Year
The fiscal year of the corporation shall begin on the first day of January and end on December 31 of each year.

Section 2. Annual Report
When needed, the Board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the corporation’s fiscal year to all directors of the corporation and to any Paid Associate who requests it in writing, which report shall contain the following information in appropriate detail:

  1. The assets and liabilities, including the trust funds, of the corporation as of the fiscal year,
  2. The principal changes in assets and liabilities, including trust funds, during the fiscal year;
  3. The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year;
  4. The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year;
  5. Any information required by section 7 of this Article.

The annual report shall be accompanied by any report thereon of independent accountants, or if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation.

Section 3. Annual Statement of Specific Transactions to Members
This corporation shall mail or deliver to all directors and any and all Paid Associates a statement within one hundred and twenty (120) days after the close of its fiscal year that briefly describes the amount and circumstances of any indemnification or transaction of the following kind:

  1. Any transaction in which the corporation, or its parent or its subsidiary, was a party, and in which either of the following had a direct or indirect material financial interest;
  1. Any director or officer of the corporation, or its parent or subsidiary (a mere common directorship shall not be considered a material financial interest), or
  2. Any holder of more than ten percent (10%) of the voting power of the corporation, its parent or its subsidiary.

The above statement need only be provided with respect to transaction during the previous fiscal year involving more than fifty thousand dollars ($50,000) or which was one of a number of transactions with the same persons involving, in the aggregate, more than fifty thousand dollars ($50,000).

Similarly, the statement need only be provided with respect to indemnification or advances aggregating more than ten thousand dollars ($10,000) paid during the previous fiscal year to any director or officer, except that no such statement need be made if such indemnification was approved by the members pursuant to Section 5238 (e)(2) of the California Nonprofit Public Benefit Corporation Law. .

Any statement required by this Section shall briefly describe the names of the interested persons involved in such transaction, stating each person’s relationship to the corporation, the nature of such person’s interest in the transaction and, where practical, the amount of such interest provided that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.

Article XII
Prohibition Against Sharing Corporate Profits and Assets

No member, director, officer, employee, or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from operations of the corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors and no such person or persons shall be entitled to share in the distribution of, and shall not receive any of the corporate assets on dissolution of the corporation. All members, if any, of the corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, whether voluntarily or involuntarily, the assets of the corporation, after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation or this corporation and not otherwise.

Article XIII
Conflict of Interest

Section 1. Financial Assistance
The Corporation will support and adhere to the International Code of Marketing of Breastmilk Substitutes (The Code) and the principles of the Innocenti Declaration. The Corporation will accept no financial or in-kind assistance from any manufacturer of artificial baby milks or their representatives or their employees or any companies that violate, in principle or practice, the Code and its subsequent resolutions.

Section 2. Board Member, Employee and/or Agent Conflict of Interest
The Corporation will support and adhere to the International Code of Marketing of Breastmilk Substitutes (The Code) and the principles of the Innocenti Declaration. The Corporation will accept no financial or in-kind assistance from any manufacturer of artificial baby milks or their representatives or their employees or any companies that violate, in principle or practice, the Code and its subsequent resolutions.

Article XIV
Non-liability and Indemnification

Section 1. Non-Liability of Directors
The directors shall not be personally liability for the debts, liabilities or other obligations of the corporation.

Section 2. Indemnification by Corporation of Directors, Officers, Employees and Other Agents
To the extent that a person who is, or was a director, officer, employee or other agent of this corporation has been successful on the merits in defense of any civil criminal, administrative or investigative proceeding brought to procure a judgement against such person by reason of the fact that he or she is, or was, an agent of the corporation, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding. If such person either settles any such claim or sustains a judgement against him or her, then indemnification against expenses, judgements, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation but only to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Nonprofit Public Benefit Corporation Law.

Section 3. Insurance for Corporate Agents
The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against any liability other than for violating provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of Section 5238 of the California Nonprofit Public Benefit Corporation Law.

Article XV
Amendments to the Bylaws

Section 1. Review of Bylaws
The Secretary of the Corporation will initiate a review of the bylaws in January every other year.

Section 2. Amendments
Subject to any provision of law applicable to amendment of bylaws of public benefit nonprofit corporations, these bylaws, or any of them, may be altered, amended or repealed and new bylaws adopted by two-thirds vote of approval of the Board.

Article XVI
Establishment of Standing Rules

Section 1. Standing Rules
Standing Rules may be devised, amended or repealed by a majority vote of Board members present at any regular meeting. Standing rules may encompass any and all matters not covered in these bylaws or covered in the bylaws for which additional detailed policy or procedure are needed.

Section 2. Recording of Standing Rules
Standing Rules will be recorded by the Secretary of the Corporation and kept at the Corporation’s primary address. They will be made available to any Board Member or Paid Associate upon written request within 10 business days. They will be supplied as an Appendix to anyone requesting a copy of these bylaws.

Article XVII
Dissolution of the Corporation

Section 1. Dissolution of the Corporation
Except as may be otherwise required by law, the Corporation may at any time by a three-quarters vote of approval of the Board the members of the Corporation, take the necessary actions to dissolve this corporation.

Section 2. Distribution of Assets
Upon any dissolution or final liquidation of the Corporation, the Board of Directors shall after paying or making provisions for the payment of all lawful debts and liabilities of the Corporation, distribute all of the assets of the Corporation to one or more nonprofit organizations having aims and objectives similar to the Corporation as specified in the Corporation’s Articles of Incorporation.

leonardbrunoBy-Laws