LA LECHE LEAGUE OF MASSACHUSETTS INC.
Section 1. General Purpose. Our mission is to promote a better understanding of breastfeeding as an important element in the healthy development of the baby and mother and to help mothers worldwide to breastfeed through education, information, encouragement and mother-to-mother support.
Section 2. Specific Purpose. The Corporation shall serve as a coordinating body of all affiliated Groups and Leaders in the Commonwealth of Massachusetts and the States of Rhode Island and Vermont.
Section 1. Organization Policy. The Corporation shall conduct its affairs as a nonsectarian, non-discriminatory, not-for-profit organization organized as a non-stock corporation under the laws of the Commonwealth of Massachusetts.
Section 2. Tax Exemption. The Corporation shall maintain qualification as an organization exempt from federal income taxes, under Section 501(c)(3) of the Internal Revenue Code.
Section 3. LLLI Affiliation. The Corporation shall maintain its affiliation with La Leche League International, Inc., a general not-for-profit corporation incorporated under the laws of the State of Illinois (“LLLI”), and shall adhere to the principles of the Constitutional By-laws, General By-laws, and Statement of Policy of that organization.
Section 4. Composition of Area. The Corporation shall be designated as an Area by LLLI and the Area shall include the Commonwealth of Massachusetts and the States of Rhode Island and Vermont.
The Corporation has no members.
BOARD OF DIRECTORS
Section 1. Duties. The Board of Directors shall manage all activities, property and affairs of the corporation.
Section 2. Election. Each director shall be elected by the majority vote of the directors then in office, even if less than a quorum, at the regular annual meeting of the Board of Directors or any special meeting called for the purpose of electing directors. Directors shall be elected to serve for a term of one year and until such directors’ successors shall have been duly elected and qualified.
Section 3. Vacancy. A vacancy in the positions of the Board of Directors shall be filled by vote of the remaining members of the Board.
Section 4. Meeting. A regular meeting of the Board of Directors shall be held at least once annually at the call of the Area Coordinator of Leaders and may be held either within or without the Area. Special meetings of the Board may be held at any time either within or without the Area upon the call of the Area Coordinator of Leaders or of a majority of the directors. In either case, at least five days written or oral notice shall be given to each director. Neither the business to be transacted at, nor the purpose of, either meeting need be specified in the notice.
Section 5. Quorum. A majority of the members of the Board of Directors shall constitute a quorum at any meeting. The act of a majority of the Directors present in person at a meeting at which a quorum is present shall be the act of the Board of Directors. A director may participate in a meeting of the Board of Directors by means of a conference telephone or similar communications equipment, enabling all directors in attendance at the meeting to hear one another.
Section 6. Consent in Writing. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the directors consent to the action in writing and the written consents are filed with the records of the meetings of the Board of Directors. Such consents shall be treated for all purposes as a vote at a meeting.
Section 7 Committees. The Board of Directors shall have full power to create and designate such special committees as it may deem necessary, including an executive committee.
Section 1. Officers. The officers of the Corporation shall be the Area Coordinator of Leaders, the Coordinator of Leader Accreditation, the Corresponding Secretary and the Area Treasurer.
Section 2. Area Coordinator of Leaders. The Area Coordinator of Leaders shall serve as President of the Corporation, and shall preside at all meetings of the Board of Directors and have general supervision of the affairs of the Corporation, shall sign all certificates, contracts or other instruments of the Corporation as authorized by the Board of Directors, shall make reports to the Board of Directors and shall perform such duties as are incident to her office. In addition, she shall perform those duties inherent to her office by virtue of LLLI policies.
Section 3. Coordinator of Leader Accreditation. The Coordinator of Leader Accreditation shall perform those duties inherent to her office by virtue of LLLI policies. In the absence of, or inability of the Area Coordinator of Leaders to preside at meetings of the Board of Directors, she shall perform such duties.
Section 4. Corresponding Secretary. The Corresponding Secretary shall serve as the Clerk of the Corporation and is selected by the Area Coordinator of Leaders, under advisory from the Board of Directors. She shall handle correspondence as directed by the Area Coordinator of Leaders and shall also keep the records of the Corporation. She shall be responsible for issuing the annual directory of Groups and Leaders and such other duties as are required by the Board of Directors.
Section 5. Area Treasurer. The Area Treasurer is selected by the Board of Directors. She shall have custody of all the Corporation’s funds, keep full and accurate account of receipts and disbursements, prepare a budget if so requested by the Board of Directors and prepare annual financial statements and such tax returns or information reports as are required.
Section 1. Fiscal Year. The fiscal year of the Corporation shall run from April 1 – March 31.
Section 1. The Board of Directors shall have the power to make, amend and repeal the by-laws of this Corporation by an affirmative vote of a majority of the Directors present at any regular or special meeting of the Board.