Rhode Island Birth Network Bylaws

(Created in January 2008, updated April 2009)

ARTICLE I
GENERAL

Section 1. Name. The name of this organization is Rhode Island Birth Network. All references to Rhode Island Birth Network will read RIBN hereafter.

Section 2. Organization. The Rhode Island Birth Network is a non-profit organization.

Section 3. Mission. RIBN seeks to promote informed decision-making by consumers, specifically concerning of pregnancy, birth and parenting services. RIBN will work cooperatively within the current system of care and to advocate for additional services and/or service-providers desired by consumers, and serve as a support and network organization for providers and advocates in the fields of pregnancy and birth service.

Section 4. Principal Office. The principal office of the corporation in the State of Rhode Island will be located in the city of Providence. The corporation may have such other offices or chapters, within the State of Rhode Island, as the Board of Trustees may determine or as the affairs of the corporation may require from time to time.

The corporation will have and continuously maintain a registered office, and a registered agent whose office is identical with the registered office. The registered office may be, but need not be, identical with the principal office, and the address of the registered office may be changed from time to time by the Board of Trustees.

ARTICLE II
MEMBERS

Section 1. Eligibility. Membership shall be open to individuals, companies, and non-profit organizations that support Normal Birth as defined by Lamaze Institute for Normal Birth, and the World Health Organization's guidelines.

Section 2. Appointment of Members. The Board of Trustees will approve and designate Members of RIBN. Any person or organization may become a member upon payment of membership dues as may be set from time to time by the Board of Trustees. Members shall have such rights as are provided this ARTICLE II. Members may be divided into such classes as the Board of Trustees may determine and may be granted separate rights and privileges not inconsistent with these By-Laws.

Section 3. Manner of Admission. Each application for membership must include proof of professional certification, the proposed member’s signature acknowledging alignment with RIBN mission statement, Grievance Policy, By-Laws, and promise that any activities s(he) will be involved in under the auspices of RIBN are consistent with the RIBN mission.

1. A period of membership is 12 calendar months from the time of acceptance and dues will be paid once a year, every October. They will be prorated for new members joining before or after this month.

Section 4. Renewal of Dues.

1. Renewal dues are payable annually on the 1st day of October every year. Dues will be considered delinquent if not paid within 10 days of due date.
2. Membership will lapse if renewal dues are not received 10 days after due date and will be subject to inactive statues and will be removed from the directory and website until renewal dues are received and next update is made.
3. Advertisers/Sponsors can pay quarterly or annually. Your RIBN relationship will lapse if renewal dues are not received 10 days after due date and will be subject to inactive status and will be removed from the website resource directory and event calendar until renewal dues are received and next update is made.

Section 5. Member Benefits. Members will receive a listing in the website resource directory and have opportunities to market themselves on the website; on the home page, event calendar, at meetings and promotional events.

Section 6. Member Standards and Code of Ethics. All RIBN Members, including the Board of Trustees, are to act in accordance to our Code of Ethics to uphold and advance the values, ethics, mission, and development of RIBN.

The Code of Ethics states that RIBN Members will maintain high standards of personal conduct in the capacity or identity as a Member and promote the integrity of RIBN at all times. RIBN members should act in accordance with the highest standards of professional capacity, including upholding timely responses to professional inquiries, follow-through, and appropriate attire. Members will treat colleagues with respect, courtesy, fairness, and good faith. Members are expected to always conduct themselves professionally among themselves, clients, and the community, with the highest level of integrity and ethical conscience. Members will provide and respect client confidentiality and all matters associated with RIBN.

Section 7. Member Requirements. Members are expected to promote RIBN website resource directory and events. Printed materials must be available to member clients at all times and promoted consistently. It is strongly encouraged that members attend the annual meeting to stay up to date and vote on all changes within RIBN. Occasionally RIBN participates in Community Fairs and would appreciate help with the event. In exchange members can display any reference to their own business as well. If there is no promotion of RIBN marketing materials at the member’s primary business location or the member does not comply with the member standards, the Executive Board of Directors reserves the right to revoke eligibility for renewal.

Section 8. Annual Meeting. There shall be an annual meeting of the Members of RIBN on the first October every year (unless otherwise specified in the notice to members) to be held at a location determined by the Board of Trustees for the purpose of reporting the activities of the Corporation during the prior year and consideration of proposals by the Members. Any and all proposals by the Members will be considered within the sole discretion of the Board of Trustees and the Members shall have no voting authority. Notice of the meeting shall be given by first class mail or electronic mail at least ten (10) days before the meeting. The Board of Trustees may call special meetings of the Members at a location designated by them upon ten (10) days' notice to members by first class mail or electronic mail.

ARTICLE II
BOARD OF TRUSTEES

Section 1. Powers. The property, affairs, and business of RIBN shall be managed by the Board of Trustees, and the Board of Trustees shall have, and may exercise, all of the powers of the RIBN except as such are conferred by law, the Articles of Incorporation of the RIBN or these By-Laws upon the Trustees.

Section 2. Number and Qualification. The number of trustees shall not be less than three (3) nor more than fifteen (15). Trustees shall be selected with regard to their potential for active service and support to RIBN.

Section 3. Election and Term. Trustees shall be elected by the Board of Trustees. All elected trustees shall serve terms of one (1) year each, or until his or her successor shall have been duly elected and qualified or until his or her earlier death, resignation or removal, as hereinafter provided. Trustees are eligible for reelection.

Section 4. Annual Meeting; Regular and Special Meetings. (a) Annual Meeting. The Board of Trustees shall hold an annual meeting on the first Monday in October or on such other day as specified by the Board of Trustees. At the Annual Meeting the Board of Trustees shall pursuant to Sections III.2, III.3. IV.1, and IV.2 of the By-Laws, duly elect the Trustees and Officers.

(b) Regular and Special Meetings. The Board of Trustees may hold regular or special meetings, either in or outside of the State of Rhode Island. Regular meetings of the Board of Trustees may be held at such times and at such places as may from time to time be determined by the Board of Trustees. Special meetings may be called at any time by the President or the Secretary, and shall be called by the Secretary upon written request of three (3) trustees or more upon three (3) days' notice to each trustee; provided, however, that a special meeting may be called upon twenty-four (24) hours' notice if such notice is given personally, by telephone, electronic mail or by facsimile transmission to each trustee.

Section 5. Quorum. A majority of the number of trustees then in office who are entitled to vote shall constitute a quorum for the transaction of business at any meeting of the Board of Trustees.

Section 6. Voting. The vote of a majority of the trustees who are entitled to vote, at a meeting at which a quorum is present, shall be the act of the Board of Trustees, unless the act of a greater number of trustees is required by the Nonprofit Corporation Act, the Articles of Incorporation of the Corporation or these By-Laws.

Section 7. Vacancies. Any vacancy occurring on the Board of Trustees (other than a trustee serving ex officio) may be filled by the Trustees. A trustee elected to fill a vacancy shall serve for the unexpired term of his or her predecessor in office.

Section 8. Resignations. Any trustee may resign at any time by giving written notice to the Board of Trustees or to the President or Secretary thereof. The resignation shall take effect at the time specified in such notice, and unless otherwise specified in such notice, acceptance shall not be necessary to make it effective.

Section 9. Removal. A member of the Board of Trustees may be removed by the trustees, at any time, with or without cause.

Section 9. Compensation. Trustees, as such, will not receive any stated salaries for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; but nothing herein contained will be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefore.

Section 10. Action by Trustees without Meeting. Any action required or permitted to be taken at a meeting of the Board of Trustees or of any committee thereof may be taken without a meeting if a written consent, setting forth the action to be taken, is signed by all the trustees or all the trustees of such committee, as the case may be, entitled to vote thereon.

ARTICLE IV
OFFICERS

Section 1. Number. The officers of RIBN shall be a President, a Secretary and a Treasurer. The Board of Trustees may from time to time elect or appoint such other officers, including one or more vice or assistant officers, as it may deem necessary or convenient. Any two (2) or more offices may be held by the same person with the exception of the offices of President, and Secretary.

Section 2. Election and Tenure. The officers shall be elected by the Board of Trustees to serve a term of two year, or until his or her successor shall have been duly elected and qualified or until his or her earlier death, resignation or removal, as hereinafter provided. Any officer may be removed by the Board of Trustees, at any time, with or without cause. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer shall not of itself create contract rights.

Section 3. Resignations. Any officer may resign at any time by giving written notice to the Board of Trustees or to the President or the Secretary thereof. A resignation shall take effect at the time specified in the notice thereof, and, unless otherwise specified in said notice, acceptance shall not be necessary to make it effective.

Section 4. Vacancies. A vacancy in any office other than the President by reason of death, resignation, removal or otherwise may be filled by the Board of Trustees for the unexpired portion of the term thereof. A vacancy in the office of President shall be filled the Board of Trustees.

Section 5. Duties of President. The President shall serve as the chief executive officer of the RIBN and, in that capacity, shall in general supervise, manage, and control all of the business and affairs of RIBN and perform all duties incident to the office of President and such other duties as may be prescribed by these By-Laws and the Board of Trustees from time to time. The President shall (a) preside at all meetings of the Board of Trustees, (b) report at the annual meeting of the Trustees on the condition of affairs of RIBN and make recommendations with respect to thereto, and (c) perform such other duties as the Board of Trustees may prescribe from time to time. The President shall have general supervision of all officers, agents and employees of RIBN.

Section 6. Duties of Treasurer. The Treasurer shall ensure that a true and accurate accounting of the financial transactions of the Corporation is made and that reports of such transactions are presented to the Board of Trustees. The Treasurer shall also perform such other duties as the Board of Trustees may prescribe from time to time.

Section 7. Duties of Secretary. The Secretary shall keep or cause to be kept the minutes of the meetings of the Corporation and the Board of Trustees, shall have charge of the corporate seal and corporate books, and shall make such reports and perform such other duties as are incident to the office of secretary or as required by the Board of Trustees.

ARTICLE V 
COMMITTEES

Section 1. Committees of Trustees. The Board of Trustees, by resolution adopted by a majority of the Trustees in office, may designate and appoint one or more committees, each of which shall consist of one or more Trustees, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Trustees in the management of the corporation, except that no such committee shall have the authority of the Board of Trustees in reference to amending, altering or repeating the By-laws; electing, appointing or removing any member of any such committee or any Trustee of RIBN; amending the Articles of Incorporation; restating Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefore, adopting a plan for the distribution of the assets of the corporation; or amending, altering or repealing any resolution of the Board of Trustees which by its terms provides that it shall not be amended, altered or repealed by the committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Trustees, or any individual Trustee, of any responsibility imposed upon the Board or a Trustee by law.

Section 2. Other Committees. Other committees not having and exercising the authority of the Board of Trustees in the management of the corporation may be appointed in such manner as may be designated by a resolution adopted by a majority of the Trustees present at a meeting at which a quorum is present. Any members thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the corporation shall be served by such removal.

Section 3. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the Trustees of the corporation and until the members successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

Section 4. Chairman. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.

Section 5. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 6. Quorum. Unless otherwise provided in the resolution of the Board of Trustees designated a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 7. Rules. Each committee may adopt rules for its own government not inconsistent with these By-laws or with rules adopted by the Board of Trustees.

ARTICLE VI
CONTRACTS CHECKS DEPOSITS AND FUNDS

Section 1. Contracts. The Board of Trustees may authorize any agent or agents of the corporation, to enter into any contract or execute and deliver any instrument in the name of and on behalf of RIBN, and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, etc. All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such Trustee, agent or agents of RIBN and in such manner as shall from time to time be determined by resolution of the Board of Trustees.

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 Trustees may select.

Section 4. Gifts. The Board of Trustees may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purpose or for any special purpose of the RIBN.

ARTICLE VII
BOOKS AND RECORDS

RIBN shall keep correct and complete books and records of account and shall also keep minutes of the proceeding of its Board of Trustees and committees having any of the authority of the Board of Trustees, and shall keep at its registered or principal office a record giving the names and addresses of the Trustees. All books and records of the corporation may be inspected by any Trustee, or his or her agent or attorney, for any property purpose at any reasonable time. Trustees of RIBN have the right to inspect the books for any purpose at reasonable time. RIBN shall send an annual report of the organization to Members within four (4) months of the close of the fiscal year of the Corporation. Such reports shall contain financial information including a balance sheet of revenues and disbursement for the fiscal year ending.

ARTICLE VIII
FISCAL YEAR

The fiscal year ends shall be determined by the Board of Trustees and in the absence of such determination shall end on December 31.

ARTICLE IX
INDEMNIFICATION

The Corporation shall indemnify to the fullest extent permitted under Rhode Island General Laws Section 7-6-6, as amended from time to time, or any other applicable law related or succeeding thereto, then in effect, every trustee, non-employee, officer and trustees of a committee of the Corporation made a party to a proceeding by reason of such person being or having been a trustee, non-employee officer, or trustees of a committee of the Corporation against judgments, penalties, fines, settlements and reasonable expenses actually incurred, including those expenses actually incurred prior to the final disposition of such proceeding, subject to limitations, if any, contained in Rhode Island General Laws Section 7-6-6, as amended from time to time, or in any other applicable law relating or succeeding thereto then in effect.

ARTICLE X
AMENDMENTS

These By-Laws may be altered, amended or repealed by a majority of all trustees then serving at any annual or special meeting of the Board of Trustees, notice of which shall specify the subject matter of the proposed alteration, amendment or repeal of the sections to be affected thereby, by vote of the trustees.