Report of the LLLI Board of Directors
March 2009 in Schaumburg, Illinois, USA
From: Leaven, Vol. 45 No. 2-3, 2009, pp. 52-55
DATE: March 3, 2009
TO: LLLI Community
FROM: Cindy Garrison, Secretary, LLLI Board of Directors
RE: Actions from the LLLI Board of Directors Meeting held March 2009 in Schaumburg, Illinois, USA
ABSTRACT: The LLLI Board took the following actions at its March 2009 meeting. New officers were elected. The Board passed the 2009-10 Budget. There was a second reading of a change to the Bylaws Article VII—Officers Section 1—Officers. The following policies were added or amended to the PSR: Form 990 Review Process, Whistleblower Policy, and Leader Accreditation: Removal. The Global Business Model, the results of the February USA meeting and the February Cost Sharing Meeting were reviewed. The terms of the Grievance Commissioners were confirmed for another year.
The next Board meeting is October 22—October 25, 2009 in Schaumburg, Illinois, USA.
Nominating Committee LLLI Board Officers elected:
Co-Chairmen: Rosemary Gordon and Shirley Phillips
First Vice Chairman: Diana Lewis
Second Vice Chairman: Lavinia Belli
Treasurer: Mario Barbiere
Secretary: Cindy Garrison
Member at Large: Ellen Shein
The Board of Directors of LLLI approved the proposed budget for the fiscal year 2009-10 as submitted by the Executive Director on February 25, 2009. The budget was reviewed and discussed on February 27 and 28 by the committee and the Board of Directors prior to its final acceptance on March 1, 2009. Unlike previous budgets, this budget reflects a change to a consolidated approach that includes cost-sharing and does not include any revenue from Medela, Inc. More information on these decisions will be forthcoming.
A balanced budget for 2009-10 was presented. Preparation of this budget included an analysis and an assessment of revenue and expenses, operations for the current fiscal year and next year, and implications for implementing the Global Business Model. Utilization of a new accounting system enabled the Finance Committee to have current, accurate data regarding the status of the budget.
The following change was made to the By-laws:
Article VII – Officers Section 1 – Officers
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. A candidate for Chairman or Vice Chairman shall have been a member of the Board for a minimum of two years. A candidate for Chairman shall be an accredited Leader.
Be amended to:
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. A candidate for Chairman shall have been a member of the Board for a minimum of two years and a candidate for Vice Chairman shall have been a member of the Board for a minimum of one year. A candidate for Chairman shall be an accredited Leader.
This Bylaws change broadens the field of candidates for the Vice Chairman positions. Changes to the Bylaws take two readings and this was the second reading.
The following policy was added to the PSR: Form 990: Board Review Prior to Filing.
The Form 990 will be completed annually by the auditor and copies will be provided to the Executive Director, Chairman of the Board of Directors and Audit committee of La Leche League International for review. Copies will then be sent to the entire Board of Directors. Once all necessary changes are made and agreement is reached, the Form 990 will be signed by the Executive Director and the Chairman of the Board, dated and submitted by the filing deadline.
This is a best business practice to have a standard process for the IRS Form 990 review and was a recommendation from our auditors.
The following policy was amended: Leader Accreditation: Removal.
A Leader's accreditation may be removed for philosophy discrepancy, discrediting LLL, and/or behavior that continually causes conflict or interferes with her effectiveness as a Leader.
Be amended to:
Leader Accreditation: Removal
A Leader's accreditation may be removed or sanctions imposed for philosophy discrepancy, discrediting LLL, and/or behavior that continually causes conflict or interferes with her effectiveness as a Leader.
The addition of "or sanctions imposed" helps clarify the possible consequences for Leader behavior that causes conflict or interferes with her effectiveness as a Leader. This was a recommendation from the Code of Ethics: Leader Behavior Workgroup.
The following policy was added to the PSR: Whistleblower Policy.
La Leche League International is committed to lawful behavior in all of its activities and requires its board members, volunteers and employees to conduct themselves in a manner that complies with all applicable laws and regulations in the conduct of their duties and responsibilities.
At any time a person has a concern regarding the legality of any action contemplated to be taken or that has been taken by LLLI or a person representing LLLI, or believes that an action needs to be taken for LLLI to be in compliance with law, the person should document the concern in writing and promptly advise the Executive Director or the Chairman of the LLLI Audit Committee or Chairman of the Board. The Executive Director will share any finance-related reports with the Chairman of the Audit Committee.
The Executive Director will inform the Board of Directors upon receipt of a written complaint. If the person has not received confirmation of investigation by the Executive Director within 14 days or if the Executive Director is the subject of the concern, the person should contact the Chairman of the Audit Committee or Chairman of the Board. Every effort will be made to investigate a report as discreetly as possible. Because of the need to investigate, correct a problem, or prevent future problems, LLLI cannot promise complete confidentiality.
This Whistleblower Policy is intended to encourage directors, volunteers, and employees to raise serious concerns within the organization for investigation of an illegal act so that appropriate action will be taken. No person will be discharged, threatened, or discriminated against in any manner for disclosing or threatening to disclose to a supervisor or a public body, any activity, policy, or practice of LLLI that she or he perceives to be violations of law such as material accounting or auditing matters, a rule or regulation mandated pursuant to law, or a violation of a clear mandate or public policy concerning the health, safety, welfare, or protection of the environment.
A volunteer or employee who retaliates against someone who has reported a concern in good faith is subject to discipline up to and including dismissal from the volunteer position or termination of employment.
Anyone reporting a concern must act in good faith and have reasonable grounds for believing the matter raised is a violation of law. The act of making allegations that prove to be unsubstantiated, and that prove to have been made maliciously, recklessly, with gross negligence, or with the foreknowledge that the allegations are false, will be viewed as a serious disciplinary offense.
This is a best business practice to have a whistleblower policy and was a recommendation from our auditors.
The terms of the Grievance Commissioners were confirmed for another year.