Military Birth Resource Network
By-Laws

 

Article I. Organization.

Section 1. Name. The name of the organization is Military Birth Resource Network, hereinafter, referred to as “the Organization” and which may be abbreviated and known as MBRN.

Section 2. Location. The Organization shall be incorporated in the State of Kansas.

Section 3. Status. It is the intention of the Organization to qualify as a non-profit under the Internal Revenue Law and do nothing to interfere with such qualifications.

  1. This Organization is organized exclusively for religious, charitable, scientific, literary, or educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.
  2. Notwithstanding any other provision of these bylaws, the Organization shall not carry on any other activities not permitted to be carried on by an organization exempt from Federal Income Tax under Section 501© (3) of the Internal Revenue Code.
  3. Upon dissolution of this Organization, after paying or adequately providing for the debts and obligations of the organization, the remaining assets shall be distributed prior to a nonprofit fund, foundation or corporation which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code.

Article II. Purpose
The purpose of the Organization is to provide supportive communities in both the military and civilian sector by developing opportunities for women and their families to be part of a network that provides pregnancy, birth, postpartum and lactation support.

Article III. Advisory Board

Section 1. Functions. The Advisory Board shall function in an advisory capacity to the Board of Directors. The Advisory Board shall not be responsible for the daily operation of the Organization.

Article IV. Board of Directors

Section 1. Functions. The Board of Directors shall determine, plan, establish operating policies and govern the Organization. Each Board of Directors member shall:

  1. Act as a communication link between the Members and the Board by actively soliciting input and disseminating information.
  2. Act as a representative of the Organization in matters regarding public relations, legislation, and professional liaison.

Section 2. Composition. The Board of Directors shall consist of the following positions:

  1. The officers which shall consist of: The President, Vice, President, Secretary, treasurer and such other officers with such power and duties as the Board of Directors may from time to time determine.
  2. Founders. The Founders shall serve as a Board member for life and may serve the Board either as an active or inactive member of the Board of Directors. As an active member, he/she would have the same function as the Board of Directors (see Article IV, Sec. 1). As an inactive member, he/she will give historical and inspirational guidance to the Board of Directors.
  3. ny additional directors at large, but not to exceed more than 11.


ection 3. Eligibility. A candidate, to be eligible to serve on the Board of Directors, must have knowledge of the needs of pregnant women, new mothers and their families, and must have knowledge of the role of doulas in prenatal, birth, and postpartum care. He/she must have an understanding of the needs of military communities both in the United States and in foreign countries. He/she must also be character of good standing.

Section 4. Terms of Office. All terms of office shall be two years beginning at the start of the fiscal year. No member of the Board of Directors shall serve more than four (4) consecutive terms (8 consecutive years). Offices vacant before the term is finished may be appointed by the board to finish the balance of the term.

Section 5. Nominations. Individuals wishing to serve on the Board of Directors shall submit their names to the Secretary of the Organization on or before January 1 prior to the Spring (March) semi-annual meeting. Candidates nominated by others must have the written endorsement of the nominee.

Section 6. Appointments/Elections. The Board of Directors shall appoint/elect incoming directors from the eligible nominees at the Spring (March) semi-annual meeting.

Section 7. Removal of Board Members. One or several, but not all, Board Members may be removed with or without cause by the affirmative vote of the majority of the Board Members in office.

Section 8. Meetings. The Board of Directors will meet semi-annually (Spring/March and Fall/September). The President may call special meeting of the Board at any time. The purpose of the special meeting must be designated at the time notice of the meeting is given.

Section 9. Attendance at Meetings. If any member of the Board misses two (2) consecutive meetings (exclusive, extenuating circumstances, like a birth), the Board, by a majority vote, may ask that member to resign. The vacancy created may be filled according to Article VI, Section 4.

Section 10. Voting. During Board Meetings each member of the Board of Directors shall have one vote. Board members vote by proxy (see Article XI: Decision Making, Section 1) if unable to attend the meeting in question.

V. Committees

Members are encouraged to participate in standing and ad hoc committees and to support all other committees. The President and/or Board of Directors may designate any committees deemed necessary to support the Organization, including but not limited to:

Operations/Public relations

The Operations Committee is responsible for the day-today activities including, but not limited to: maintenance of the Organization, media relations, public outreach, and professional liaison duties.

Education

The Education Committee is responsible for activities including, but not limited to: membership applications and renewals and providing educational support to new and existing chapters.

Public Relations Committee

The Public Relations Committee is responsible for activities, but not limited to: website design and updates, development of printed materials including stationery, rack cards, brochures, and business cards.

VI. Membership

Section 1. Members. The membership of the Organization shall consist of birth and postpartum doulas, lactation educators/counselors, and supporting members. Supporting members shall be known as “Friends of Military Birth Resource Network”.

Section 2. Application and Acceptance for Membership. A signed application for membership along with payment of the current membership fees shall be given to the Treasurer. Acceptance of the application and membership will be determined by 2 or more of the officers in accordance with Military Birth Resource Network’s mission and vision statements.

Section 3. Privileges of Membership. All members shall be entitled to attend meetings and other functions of the Organization at the fee in existence at the time in question. Voting members may chair meetings, make motions, vote at meetings, be members and chairs of committees, and hold office in the Organization.

Section 4. Voting Rights of Members. Each member shall be entitled to one vote. Members designated at “Friends of Military Birth Resource Network” shall only have non-voting memberships.

Section 5. Termination of Membership and Reimbursement of Membership Fees.

Membership may be terminated by resignation, non-payment of dues, or may be terminated by the officers due to inappropriate behavior. Membership can be reinstated by re-application and acceptance of membership, payment of current year’s dues and any previous outstanding fees, or through reinstatement by the officers.

VII. Dues and Finance

Section 1. Fiscal Year. The fiscal year shall end December 31.

Section 2. Membership Dues. Annual membership dues shall be the amount recommended by the Treasurer subject to the approval of a majority of the officers at the annual meeting in November.

Section 3. Dues Date. Dues are paid annually by January 1st of each year. Any member whose dues are not paid by February 1st is delinquent. The Board of Directors reserves the right to terminate membership due to delinquent dues.

Section 4. Signatures. The President, Vice President, Secretary, and Treasurer shall be authorized to sign checks and documents for the Organization. The Officers may approve amounts under $500. Amounts over $500 must be approved by a majority of the voting members.

VIII. Amendment of Bylaws

The bylaws of the Organization shall be amended by a majority vote of the members voting at the annual or special meeting as long as a quorum of members is physically present or present by teleconference. The recording Secretary shall make any approved changes to the by-laws document, and shall publish approved changes in the meeting minutes. Newly updated by-laws shall be kept in the official record.

VIX. Officers

Section 1. Election of Officers. Officers shall be elected at the annual meeting in November.

Section 2. Term of Office. Officers shall take office on January 1st after the annual meeting at which their election is declared, and shall serve a term of three years or until their resignation and their successors are elected.

Section 3. Termination/Resignation of Officers. Any member can and must file a request for termination with the President due to inappropriate behavior of an officer and/or inability to fulfill the duties of the office while acting as a representative of the Organization. If the officers agree with a majority vote, a special meeting should be called for a membership vote. An officer can only be terminated by a majority vote of the membership, as long as a quorum of members is present in person or via teleconference.

Any officer choosing to resign shall submit a letter of resignation to the President, and the resignation will be effective immediately, or as outlined in the letter. The duties of the vacant officer’s position will be carried out by other officers until the vacancy is filled by a majority vote of the membership.

Section 4. Duties of the President. The President shall provide leadership to the Organization, have general supervision of the affairs of the Organization, be authorized to sign or endorses checks, be coordinator of committees, and perform other duties that are necessary in fulfilling the office of President.

Section 5. Duties of the Vice President. The Vice President shall provide leadership to the Organization in the absence of the President, have general supervision of the affairs of the Organization in the absence of the President, preside at meetings of the Organization in the absence of the President, be coordinator of all committees, sit as Chair of the Conference Planning Committee, and perform other such duties as are necessary in the absence of the President.

Section 6. Duties of the Secretary. The Secretary shall be responsible for the minutes of the meeting of the Organization and for the appropriate distribution of the minutes, including the review of the minutes for approval at the next regular meeting; for the agenda of meetings in cooperation with the President, and for the proper distribution of the agenda and such other duties as pertain to the office.

Section 7. Duties of the Treasurer. The Treasurer shall be custodian of the funds of the Organization, give an itemized report at each meeting, make recommendations and invest money with the approval of the membership, process membership applications, and perform other such duties as they pertain to the office.

Section 8. Duties of the Committee Chairperson(s). A committee chairperson shall be responsible for leadership of said committee, supervise said committee events, report all committee activities to the officers for approval, approve committee members, and other such duties as they pertain to the office.

Section 9. Vacancy in Office. Vacancies in office shall be filled by a special election at the next regular scheduled meeting, the annual membership meeting, or in a special meeting for said purpose.

X. Membership Meetings.

Section 1. Annual Meeting. The annual meeting shall be held the second Tuesday in November at a location to be determined by the officers with notice to the membership. The date of annual meeting may be changed by the membership at a prior meeting with notice to the entire membership.

Section 2. Leadership Meetings. The officers and current committee chairs may meet in person or via teleconference at mutually arrived dates and times with notice to all members.

Section 3. Organization Meetings. Generally, the Organization shall meet quarterly January through November with a regular meeting day to be set by the officers.

Section 4. Notice for Special Meetings. Notice of a special meeting shall be given at least three days in advance to all applicable parties.

XI. Decision Making.

Section 1. Proxy Voting. Any active member with voting privileges may submit a proxy vote to the President via phone, email, or fax, prior to the meeting at which time the vote will take place.

Section 2. Quorum. A quorum of members shall exist when more than half of the current active membership is present. A quorum of members shall be required to vote on amending by-laws and/or dismissing officers.

Section 3. Other Instances. The process of a majority vote of the officers shall be used in all cases not covered by these bylaws.