Actions Taken at the July 2003 Board Meeting
From: LEAVEN, Vol. 39 No. 4, August-September 2003, pp. 74, 85.
We may not have left our hearts in San Francisco, but we must have left a lasting impression. Hundreds and hundreds of mothers and babies, fathers, grandparents, LLL Leaders and administrators, and health care professionals gathered together to learn and laugh, work, and play. It was a wonderful Conference! There was something and some place for everyone, from the excellent sessions to the gala banquet, from the children’s playrooms to the technology room, from the Alumnae "pamper yourself" corner to the corners in which deep conversations seemed to go on at all hours of the day and night. We were so glad to meet so many people and hope others will have the opportunity to hear about the conference from friends who were able to attend, "experience" the sessions on CD-ROM, and attend the next Conference, in Washington, in 2005.
The LLLI Board of Directors met during and after the Conference. On behalf of the Board, the Conference Liaison thanks the conference team for a wonderful conference. Here are the actions we took.
The financial state of LLLI is a matter of concern. The Board is continuing to take short-term steps to address the situation in addtion to our long-term strategy."
Professional Advisory Board Committee
Gregory J. White, MD, husband of Founder, Mary White, and the first medical advisor to LLLI, is respectfully and gratefully acknowledged by the LLLI Board of Directors for his vision and assistance in the founding and naming of La Leche League and his lifetime of guidance and support on the Health Advisory Council until his death June 16, 2003. The LLLI Board of Directors proudly bestows Dr. White with emeritus status on the Professional Advisory Board.
Elizabeth Baldwin, Esq., Director of the LLLI Legal Associates Program, is respectfully and gratefully acknowledged by the LLLI Board of Directors for her many tireless years of dedicated service on the Legal Advisory Council, guiding La Leche League International in family law matters and meeting the legal needs of breastfeeding families until her death March 12, 2003. The LLLI Board of Directors proudly bestows Elizabeth Baldwin, Esq. with emeritus status on the Professional Advisory Board.
Resource Development Committee
A policy relating to conflict of interest is good business practice. The LLLI Bylaws contain a reference to conflict of interest for LLLI Board members, but it does not cover other LLL volunteers or staff.
There is tension between using people and companies that we know and trust, and allowing competition to determine who gets our business. Sometimes decisions have been made in favor of our family and friends because it saves money (our family and friends are willing to accept less than the going rate, or nothing, for their services) and because personal relationships are at the core of our philosophy and our way of working. Both these points of view are valid. The policy below refers to those who have significant financial or personal interests that could affect decision-making about LLL business relationships.
The policy on conflict of interest will be added to the PSR, contingent on legal review and approval:
A conflict of interest exists when a participant of LLLI may benefit from a business relationship that LLLI has, or seeks to have, with another organization. The participant may be an employee, a volunteer, or member of the Board of Directors (Board Member) of La Leche League International (LLLI), or a relative of an employee, volunteer, or Board Member (for example, child, grandchild, parent, brother or sister, or spouse thereof). The benefit may be from a direct or indirect financial interest in, or by serving as a director, officer or in another management, fiduciary or consulting capacity with, or rendering other services to the other organization.
Whenever a conflict of interest exists, the employee, volunteer, or Board member with the conflict must report that conflict in writing to the Executive Director and Chairman of the Board of Directors of LLLI, disclosing the facts relevant to the conflict in reasonable detail. If, after disclosure, it is determined that it is in the best interest of LLLI to enter into, or continue to permit, a transaction as to which the conflict of interest exists, then the conflict may continue so long as written approval is obtained from the Executive Director and Chairman of the Board of LLLI. The Executive Director and Chairman of the Board of LLLI may, as part of that approval or thereafter, institute measures to insulate LLLI from decision making on its behalf by that employee, volunteer, or Board member, both in order to protect the interests of LLLI and to avoid even the appearance of possible impropriety (even if no actual impropriety exists).
The Chairman of the LLLI Board of Directors and Executive Director must have knowledge of all conflicts of interest so that the propriety of these conflicts of interest can be evaluated by the LLLI Board, and be freed from the taint of possible covert undue influence, and so that the Executive Director of LLLI can determine how, in the best interests of LLLI, to manage business or transaction relationships in which conflicts of interest exist so that transactions involving conflicts of interest are consummated on terms that are fair to LLLI.
In addition to the foregoing, decisions made by the Board of Directors of LLLI shall comply with applicable Illinois law concerning conflicts of interest.
At its March 2003 meeting, the Board of Directors expressed its intent to establish an area or: framework within which Leaders can engage in activities in accord with LLLI philosophy, purpose and draft set of organizational principles. This framework for creative activities will include communication, accountability and respect for existing policies.
The next step is to establish such a learning "place," to identify the basic elements of agreements that would connect people to and in such an area and to explore policies attached to it as we begin. Therefore:
The LLLI Board supports the formation of a new and non-traditional Area as a starting place for a temporary voluntary learning framework within which Leaders can engage in new activities and traditional LLL activities in innovative ways, in accord with LLLI philosophy, purpose, policies, and draft set of organizational principles.
The motion refers to a new and non-traditional Area. The Voluntary Interim Framework work group realized that LLLI structures as they are defined in the Bylaws allow for working in new as well as traditional ways. They allow for many different activities in which LLL Leaders can use and follow their interests as we work toward our shared purpose or mission. We will ask the acting Executive Director to establish this new Area. To find out more about the new and non-traditional Area, look for an update soon.
As we go on to this phase of the Renewal Initiative, the Board thanks the Drafting Team and Review Network. We appreciate their work and patience and willingness to ask and hear questions, to look deeply into LLL to try to identify and bring together the important ideas, attitudes, approaches, and relationships that make us a special organization.
As we think about what we are doing now (traditional activities, in traditional ways), about new ways of working and learning, new associations both commercial and activity-related, and as we think about how and why the various parts of LLLI connect and form relationships, it’s a good idea/time to look [again] at our image, what we want "La Leche League" to mean in the world.
The LLLI Board of Directors initiates an exploration of the image of LLLI to determine what we want the image of LLLI and our overall brand to signify and the Board creates a task group to do this.
The LLLI Bylaws
A vacancy in the office of Chairman shall be filled by the 1st Vice Chairman for the unexpired term. . . . 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.
On May 14, 2003, Lynne Coates resigned as Chairman and acting Executive Director and was granted a temporary resignation from the Board until June 25. Marcia Lutostanski, 1st Vice Chairman, became Chairman and Heidi BK Sloss became 1st Vice Chairman as of May 14. Marcia also took on the role of acting Executive Director.
The Board elected the following officers: 2nd Vice Chairman, Trudy Hartt; and Secretary, Sharon Vines.
The LLLI Board of Directors thanks Lynne Coates for her service as Chairman of the Board and acting Executive Director. We are grateful to Marcia Lutostanski for assuming these responsibilities upon Lynne’s resignation from these positions.
Jane Berendsen-Hill, member from Zone Eastern United States, resigned from the LLLI Board, effective after the July 2003 meeting. The LLLI Board thanks Jane for her years of service, and for the expertise and skills she brought to the Board. Jane’s service increased the Board’s awareness of how important it is for nominees to the Board to have needed skills and experience.
The Board elected Phoebe Kerness to complete the unexpired term of the member from Zone Eastern United States ending after the Annual Session in 2005. Phoebe was nominated by the Eastern United States zone.
Dates for Future 2004 Meetings
(Annual Session) 2004, Schaumburg, IL USA
Because of budget constraints, the LLLI Board will meet twice, rather than three times this fiscal year. A full Board meeting will not be held in October 2003.