Revised: June 27, 2023
Article I: Name, Mission, Status
Section 1.1: Name. The legal name of the corporation is Lamaze International, Inc. (formerly the American Society of Psychoprophylaxis in Obstetrics, Inc.). The corporation shall also be known as Lamaze or Lamaze International.
Section 1.2: Mission. The mission of Lamaze International is to advance safe and healthy pregnancy, birth and early parenting through evidence-based education and advocacy.
Article II: Offices, Agents, and Records.
Lamaze International’s principal office, agent, books, and records shall be established and maintained in accordance with the laws of the State of New York, provided that the phrase “books and records” shall also mean operational and procedural manuals, documents, minutes, and written materials. Lamaze International shall have such other offices, in Washington, DC or elsewhere, as the Board of Directors may determine.
Article III: Membership
Section 3.1: Membership. Membership in Lamaze International is open to healthcare providers, childbirth educators, health professionals, and parent/consumer advocates whose practices and interests are in the area of maternal/child health and who support the mission of Lamaze International.
Section 3.2: Voting. All members of Lamaze International shall be entitled to one vote. Votes may be taken in person or by proxy, unless otherwise specified in the bylaws.
Section 3.3: Termination of Membership.
A: Resignation. Any member may resign from Lamaze International by submitting a written resignation, or by nonpayment of any required membership dues.
B: Expulsion. The Board of Directors may by a two-thirds vote of the entire Board expel a member for the following reasons:
- For Cause. After notice and an opportunity to be heard, a member may be expelled for cause such as violation of any of the bylaws of Lamaze International or for conduct prejudicial to the best interests of Lamaze International as determined by the Board of Directors; or
- For Unauthorized Use of the Lamaze International or Lamaze Names. Use of the Lamaze International or Lamaze names except as authorized shall be grounds for expulsion.
- Forfeiture of Rights. Any member that resigns or is expelled shall forfeit any and all rights and privileges in the affairs of Lamaze International outlined in Section 3.5 Rights of Members.
Section 3.4: Qualifications of Membership.
A: Non-Discrimination. Membership shall not be denied on the basis of race, religion, gender, gender identity, gender expression, sexual orientation, national origin, primary/preferred language, age or any other basis for those who otherwise meet the qualifications of membership herein.
B: Acceptance. To be accepted, an individual is required to complete the Lamaze International application, be current in the payment of membership dues, support the mission and philosophy of Lamaze International, and be formally accepted into membership. Dues and the specific criteria for membership, the process of renewal and procedures for application shall be established by the Board of Directors.
C: Requirements. All members are required to abide by the provisions of these bylaws, and procedures and policies established by the Board of Directors.
Section 3.5: Rights of Members.
A: Members. Members of Lamaze International who are not Lamaze-Certified Childbirth Educators may identify themselves by name, followed by the designation, “a member of Lamaze International.”
B: Members who are Lamaze-Certified Childbirth Educators. Members who are Lamaze-Certified Childbirth Educators may identify themselves by name, followed by “Lamaze- Certified Childbirth Educator,” or the initials “LCCE,” or other designation as may be approved by the Certification Council.
Section 3.6: Meetings of Members.
A: Annual Member Business Meeting. There shall be an Annual Member Business Meeting of all voting members of Lamaze International each year for receiving the Annual Report of Directors, the Treasurer, committees, councils and other groups such as the Board of Directors may deem advisable; and for the transaction of such other business as may be appropriate such as conducting the vote for At-Large-Directors per the Voting and Election Policy.
B: Special Meetings. Special meetings of all voting members may be called by the Board of Directors at its discretion, at a date and time set by the Board of Directors. In addition, a special meeting may be convened by ten percent (10%) of the voting membership, who may, in writing, demand the call of a special meeting specifying the date and month thereof, which date shall be not less than two (2) months nor more than three (3) months after the date of the written demand. The demand for the call of the special meeting shall state the purpose or purposes for which the meeting is called and the business transacted at the special meeting shall be limited to the purposes specified in the demand.
C: Notice and Venue of Meetings. Notice of the Annual Member Business Meeting or any special meeting of voting members shall be made to all voting members in writing and delivered not less than thirty (30) days nor more than fifty (50) days prior to the meeting. Notice must be delivered by mail, facsimile telecommunications, or electronic mail to each Member. Notice of the Annual Member Business Meeting or any special meeting shall include the Agenda for the meeting, which must include a statement of all matters upon which vote will be taken.
D: Date of Record. The Date of Record for determining members entitled to vote at any meeting of members shall be fifty (50) days prior to the date of the meeting.
E: Quorum. The presence in person or by proxy of the lesser of one hundred (100) voting members or one-tenth (1/10) of the total number of votes entitled to be cast shall be necessary to constitute a quorum for the transaction of business at the Annual Member Business Meeting or any special meeting of voting members. Where a quorum exists, a majority vote shall decide all questions unless a larger vote is required by law or unless otherwise stated in the bylaws.
F: Voting by Proxy. Members may vote by written proxy on any matter before the membership by signing a Proxy Authorization Form, to be provided by Lamaze International with the notice of each meeting. This Proxy Authorization Form shall generally expire after the meeting for which it is intended, but in any event no longer than eleven (11) months after it was executed. Every proxy shall be fully revocable by the member executing it. No person shall be entitled to vote at any meeting unless his or her name appears on the Certified List of Voting Members as an individual voting member.
Article IV: Board of Directors.
Section 4.1: Duties, Responsibilities, Powers.
A: Management. The management of Lamaze International and the responsibility to delegate duties to other individuals or committees or professional management as are deemed necessary are vested in the Board of Directors. The Board of Directors may hire an Executive Director who shall be appointed by the Board of Directors and shall perform such duties, serve for such period, and be compensated in such amount as may be determined by the Board of Directors. The Executive Director shall be considered an Advisor to the Board of Directors, ex-officio and without vote. The Executive Director shall attend Board meetings, ex-officio and without vote, except that they may be excluded from that portion of a Board meeting which the Chair of the meeting determines will entail discussion of them or their performance.
- Board of Directors has authority to approve all Policies of the organization, including those pertaining to committees and councils.
Section 4.2: Composition.
A: Voting Directors. The Board of Directors shall consist of not less than nine (9) and not more than thirteen (13) voting members including: At-Large Directors and four (4) Board Officers. Board Officers serve as voting, ex-officio Directors and include a Secretary/Treasurer, President-Elect, President, and Past-President. At least one (1) Lamaze-Certified Childbirth Educator (LCCE), one (1) healthcare provider, and one (1) parent/consumer advocate shall serve on the Board of Directors at all times. The “Entire Board” shall consist of the number of Directors elected or appointed at the most recent election, including those whose term had not yet expired, without regard to subsequent vacancies.
B: Emeritus Director. The Board of Directors at its discretion may appoint one or more individuals who shall serve at the pleasure of the Board in the position of Emeritus Director. The duties and responsibilities of the Emeritus Director shall be defined by Policy. All Emeritus Directors shall have the right to attend Board meetings, ex-officio and without vote.
C: Selection. At-Large Directors shall be elected by the Members; Board Officers shall be selected by the Board of Directors. Lamaze Members may self-nominate for Board of Directors or provide a write-in candidate for At-Large Director in accordance with the policy on Voting and Election Policy.
D: Diversity. Lamaze International aspires to constitute a Board which includes talented and dedicated Directors with a diverse mix of expertise, as well as diversity of personal characteristics that include, but are not limited to, gender, gender identity, gender expression, race, ethnicity, national origin, sexual orientation, primary/preferred language, age, and geography. Lamaze International is committed to incorporating the values of diversity, equity, and inclusion in its leadership positions.
Section 4.3: Election of Directors. The Voting and Election Policy, as adopted and amended by the Board of Directors, shall govern the selection of Directors, Officers and Committee/Council members as well as procedures for voting by and for Directors, Officers, Committee/Council Members and Members of Lamaze International.
Section 4.4 Terms of Office for Directors.
A: Regular Term. At-Large Directors shall be elected for a four-year term, and serve until successor Directors are duly elected and take office. Board Officers shall serve as Directors by virtue of their office, and, therefore, are voting, ex-officio Directors for as long as they serve as Board Officers.
B: Limitation of Terms.
- At-Large Directors – Not Elected as Board Officers. An At-Large Director who is not elected as a Board Officer shall serve no more than one (1) full four-year term or more than six consecutive years.
- At-Large Directors – Elected as Board Officers. Board Officers shall not serve on the Board in any capacity more than a total of eight (8) consecutive years.
Section 4.5: Vacancies. Except as described in the Voting and Elections Policy, At-Large Director seats shall be filled by nomination by the President and approval of the Board of Directors. A Director selected to fill a vacancy in an unexpired term serves for the unexpired term of his/her predecessor in office.
Section 4.6: Meetings.
A: Regular. The Board of Directors shall hold at least two (2) meetings per year — one such meeting to be held near the close of the Annual Member Business Meeting (this meeting will be considered the “Annual Board Meeting”).
B: Special. Special Meetings of the Board of Directors, may be called by the President or by any Director upon the written request of at least six (6) Directors.
C: Quorum and Board Action. The presence of a majority of the Board of Directors then serving shall constitute a quorum for the transaction of business. A majority vote of those Directors present shall decide all questions unless a greater number is required by New York law, the Articles of Incorporation, these bylaws, or by previous vote of the Board of Directors.
D: Notice. Notice of any regular meeting of the Board of Directors shall be given to each person entitled to attend the meeting no fewer than five (5) days prior to the date of the meeting. Notice must be delivered personally (either in writing or orally) or by mail, electronic mail, facsimile, or telephone to each Director. Notice of any special meeting of the Board of Directors shall be given to each person entitled to attend the meeting no fewer than two (2) days prior to the date of the meeting.
E: Waiver of Notice. A Director may waive his/her right to notice in writing. A Director’s attendance at a meeting waives any required notice unless the Director at the beginning of the meeting (or promptly upon the Director’s arrival) objects to holding the meeting.
F: Means of Attendance. A member of the Board of Directors may participate in a meeting by means of telephone, video conference or similar communications equipment so long as all Directors can hear each other and be heard at the same time.
Section 4.7: Action by Directors in the Absence of a Meeting. Action may only be taken by the Board of Directors without a meeting if a written consent describing the action is signed by all the Directors then serving and filed with the minutes.
Section 4.8: Removal and Resignation.
A: For Cause by Directors. Any Director may be removed at any time for cause by a two-thirds vote of Directors at a regular or special meeting of the Board at which a quorum is present.
B: For Cause by Members. Any one or more of the At-Large Directors may be removed for cause at any time by a vote of two-thirds of the voting members who are present at any special meeting called for that purpose.
C: Officers. As described in Section 6.4, any one or more Board Officers may be removed with or without cause by a two-thirds vote of the Board of Directors. If a Board Officer resigns or is removed from office, then such Board Officer will also cease to serve as a Director.
D: Resignation. Any Director may resign at any time by providing written notice to the Board. Resignation shall be effective upon the delivery of notice unless the notice provides that it will be effective at a later time or upon the occurrence of an event.
Article V: Officers
Section 5.1: Officers. The Board of Directors shall choose the officers of the Corporation. The Officers of the Corporation shall act as its agents under the direction of the Board of Directors. The Board Officers shall consist of a Secretary/Treasurer, President-Elect, President, and Past-President. The Board of Directors may also appoint any such other officers as it may deem advisable.
Section 5.2: Terms of Office. Officers shall be elected for a term of approximately one (1) year and shall serve until successor Officers are duly elected and take office. In order to be eligible for election as a Board Officer, an individual must have served at as a Director currently or within eight (8) years of the election; further qualifications are set forth in the Voting and Election Policy.
Section 5.3: Removal. Any one or more Officers may be removed with or without cause by a two-thirds vote of the Board of Directors.
Section 5.4: Vacancies. The Board of Directors shall fill any vacant Officer position in the manner described by the Voting and Election Policy.
Section 5.5: Duties and Powers.
A: President. The President shall be the elective head of Lamaze International, and shall:
- Preside at all meetings of the members of Lamaze International, of the Board of Directors, and of the Executive Committee.
- Be an ex-officio, non-voting member of all committees, except he or she shall be a voting member on the Executive Committee.
- Oversee governance of Lamaze International and ensure the programs and activities advance the organization’s mission, vision and strategic plan.
- Assume such other powers and duties as may be prescribed by the Board of Directors or Executive Committee.
B: President-Elect. The President-Elect shall perform such duties as may be delegated by the President or the Board of Directors and shall perform all the duties of President in the absence of the President or in the event of the President’s inability to serve.
C: Past-President. The Past-President shall perform such duties as may be delegated by the President or the Board of Directors.
D: Secretary/Treasurer. The Secretary/Treasurer shall oversee the funds and records of Lamaze International, subject to the control of the Board of Directors; and shall:
- Give notice and attend all meetings of the members and of the Board of Directors, keep a record of all such proceedings, and attest documents.
- Shall have the care and custody of all of the funds and securities of Lamaze International, subject to the control of the Board of Directors, and shall cause accounts to be kept of all receipts and disbursements, an annual budget to be prepared and approved by the Board of Directors, an annual financial statement, which shall be certified by a public accountant, to be published for review by members.
- Perform such other duties as are usual for such official or as may be duly assigned by the Board of Directors. Such duties of the Secretary/Treasurer as may be specified by the Board of Directors may be delegated to the Executive Director.
Article VI: Committees.
Section 6.1: Purpose and Procedure. Committees are groups necessary to conduct the general work of Lamaze International. Committees shall be classified as either “Committees of the Board” as defined in Section 712 of the New York Not-For-Profit Corporation Law or “Committees of the Corporation.” “Committees of the Board” have the authority to act on behalf of the Board and include the Executive Committee and Audit Committees. All other committees currently described in these Bylaws are Committees of the Corporation which are advisory in nature without independent authority to act on behalf of Lamaze International. Committees of the Corporation are not limited to those listed in these Bylaws, and may be established by the President of Lamaze International. All Committees must abide by Lamaze Policies, inclusive of committee charters.
Section 6.2: Committees of the Board.
A: Executive Committee.
- Members. The Executive Committee shall be comprised of the Officers of Lamaze International, and one (1) At-Large Director who has served at least two (2) years on the Board of Directors. The Executive Director is expected to participate, but does not serve on the Executive Committee or have the authority to vote. The At-Large Director member of the Executive Committee shall be nominated by the President and elected by the Entire Board to serve on the Executive Committee for a term of one (1) year. The Executive Committee shall act for the Board of Directors in the interim between meetings of the Board by a majority vote.
- Notice. Notice of a meeting of the Executive Committee shall generally be given at least 24 hours prior to a meeting; in an emergency or urgent situation, a majority of members of the Executive Committee may, by telephone or electronic poll, agree to a shorter notice period.
- Executive Committee Action. The Executive Committee may act in place of the Board of Directors between Board meetings, except on those matters specifically reserved to the Board by law, the Articles of Incorporation, these Bylaws, Lamaze policies or Board resolution. All Directors shall be given an opportunity to request that any Executive Committee action be subject to ratification by the Board of Directors.
B: Audit Committee. The Audit Committee shall be comprised of at least three (3) At-Large Directors each of whom is an Independent Director, as defined below and one member of the Executive Committee (i.e. Treasurer). The members of the Audit Committee shall be nominated by the President and approved by the Board of Directors. The Committee shall:
- Ensure that an independent auditor is retained annually to conduct an audit of Lamaze International;
- Review with the auditor the scope and planning of the audit prior to its commencement;
- Review and discuss the results of the audit and any related management letter with the independent auditor, including but not limited to, any identified material risks and weaknesses in internal controls, any restrictions on the scope of the auditor’s activities or access to information, any significant disagreements between the auditor and management, and the adequacy of Lamaze International’s accounting and financial reporting processes;
- Annually consider the performance and independence of the auditor; and
- Report on the Committee’s activities to the Board.
Only “Independent Directors” as defined in the New York Not-for-Profit Corporation Law may participate in any Audit Committee deliberations or voting relating to matters on the Audit Committee. The Following persons may not be present for deliberations or votes of the Audit Committee:
- Persons who receive payment of at least $10,000 in any of the prior three (3) years;
- Employees of Lamaze International or its management company; and/or
- Relatives of the above persons.
6.3: Advisory Committees / Committees of the Corporation.
A: Search Committee. The Search Committee shall consist of five (5) members – the Past-President, one (1) At-Large Director, and three (3) members of Lamaze International not serving on the Board of Directors. The Past-President shall serve as the Chair of the Search Committee. Other members of the Committee shall be appointed by the President. The Search Committee shall not select one of its members to be on the slate as a candidate for an At-Large Director position. Each Committee member serves a term of one (1) year. The Committee shall follow the procedures described in the Voting and Election Policy.
B: Finance. The Finance Committee shall recommend an annual budget to the Board of Directors. The Secretary/Treasurer of Lamaze International shall serve as Chair.
C: Education. The Education Committee’s purpose is to ensure all childbearing women have access to Lamaze education. The Committee is responsible for developing, implementing, and evaluating high quality evidence-based training for childbirth educators; high quality evidence-based continuing education for childbirth educators and other health care professionals; and high quality evidence-based consumer education.
D: Accreditation. The purpose of the Accreditation Committee is to set standards and guidelines for the accreditation of Lamaze Childbirth Educator Programs and for outside organizations seeking recognition as an accepted formal course in childbirth education or Lamaze approval for continuing education activities.
Section 7.1: Duties, Responsibilities, Powers.
A: Overall Management. The management of the certification program is vested in the Certification Council. All decisions relating to certification matters are the sole decision of the Certification Council and are not subject to approval by any other body. The Certification Council has sole responsibility for examination development, administration and fees, candidate eligibility, cut-off scores, conduct of meetings, dissemination of information, contractual arrangements, and appeals based on due process. The Certification Council is not a separate legal entity, but is an integral part of Lamaze International.
B: Financial Management. The Certification Council shall oversee development of a dedicated budget for the certification program, which is incorporated into the overall operating budget of Lamaze International, approved by the Board of Directors.
Article VII: Certification Council
Section 7.1.
A: Overall Management. The management of the certification program is vested in the Certification Council. All decisions relating to certification matters are the sole decision of the Certification Council and are not subject to approval by any other body. The Certification Council has sole responsibility for examination development, administration and fees, candidate eligibility, cut-off scores, conduct of meetings, dissemination of information, contractual arrangements, and appeals based on due process.
B: Financial Management. The Certification Council shall oversee development of a dedicated budget for the certification program, which is incorporated into the overall operating budget of Lamaze International, approved by the Board of Directors.
Article VIII: Administration
Section 8.1: Fiscal Year. The fiscal year shall commence on the first day of January and end on the last day of December in each year.
Section 8.2: Audit. The books of Lamaze International shall be audited annually by an independent certified public accountant and the report of such accountant shall be filed with the records of Lamaze International, shall be presented at the Annual Meeting, and shall be made available to all members.
Section 8.3: Expenditures, Financial Obligations. The Board may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, Lamaze International, and such authority may be general or confined to specific instances. In the absence of such resolution, the President shall have this authority. All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of Lamaze International, shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such resolution, the President shall have this authority. No obligations may be incurred on behalf of Lamaze International by members, Chapters, Committees, Councils, or other individuals or groups without written approval of the Board of Directors.
Section 8.4: Rules of Procedure. The rules of proceedings of all meetings of Lamaze International, the Board of Directors or any Committee or Council shall be according to Robert’s Rules of Order (Revised), so far as applicable and when not inconsistent with applicable law or these bylaws, except to the extent that the meeting waives application of such rules.
Section 8.5: Management Services.
A: Selection. The Board of Directors may elect to contract with a management company to provide management services, which may include the services of an agent or employee to serve as Lamaze International’s Executive Director.
B: Duties. Lamaze International and the management company shall execute an agreement defining the services to be provided, the cost of such services and relevant terms and conditions. This agreement must be approved by the Board prior to execution. Under the overall guidance of the Board, the management company shall support Lamaze International, its members, Board, officers, Committees, Councils and programs in the discharge of their respective tasks and responsibilities.
C: Authority. The management company shall have such authority as is granted by the Board of Directors, officers, Committees and/or Councils.
D: Removal. The Board of Directors has the authority to remove the management company from the management of Lamaze regardless of any available contractual rights or remedies
Section 8.6: Dissolution Procedure. In the event of dissolution, the corporation shall, after payment of all liabilities, distribute any remaining assets to an organization or organizations which, at the time, are exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended. Dissolution may only be effected in accordance with the laws of the State of New York.
Article IX: Indemnifiction and Insurance
Section 9.1: Indemnification. Lamaze International shall, to the fullest extent permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he or she was a Director, officer, employee or agent of Lamaze International, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorney fees. No indemnification may be made to or on behalf of any such person if (a) his or her acts were committed in bad faith or were the result of his or her active and deliberate dishonesty and were material to such action or proceeding or (b) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled in the transaction or matter in which indemnification is sought.
Section 9.2: Insurance. Lamaze International shall have the power to purchase and maintain all insurance policies deemed to be in its best interest including insurance to indemnify Lamaze International for any obligation which it incurs as a result of its indemnification of Directors, Officers and employees pursuant to Section 8.1 above, or to indemnify such persons in instances in which they may be indemnified pursuant to Section 9.1 above.
Article X: Amendment and Interpretation of Bylaws
Section 10.1: Amendment. These bylaws may be amended only by a two-thirds vote of the membership present in person or by proxy at the Annual Member Business Meeting or any special meeting of voting members, at which there is a quorum.
Section 10.2: Interpretation. In the event there is a good faith disagreement about the meaning of these bylaws, the Board of Directors shall have the authority to determine how the bylaws should be interpreted.
Article XI: Effective Date. These bylaws and any amendments hereto shall become effective immediately subsequent to their adoption by the members of Lamaze International.
View key changes to the bylaws.
Introduction
Lamaze International (the “Corporation”) requires its directors, officers, employees, professional staff, and volunteers, as well as all persons who provide the Corporation with contracted services, (each, a “Protected Person”), to observe high standards of business and personal ethics in the performance of their duties on the Corporation’s behalf. As employees and representatives of the Corporation, Protected Persons are expected to practice honesty and integrity in fulfilling their responsibilities and are required to comply with all applicable laws and regulations.
The objectives of this Whistleblower Policy are to encourage and enable Protected Persons, without fear of retaliation, to raise concerns regarding suspected unethical and/or illegal conduct or practices on a confidential and, if desired, anonymous basis so that the Corporation can address and correct.
Reporting Responsibility
It is the responsibility of all Protected Persons to report in good faith any concerns they may have regarding actual or suspected activities which may be illegal or in violation of the Corporation’s policies with respect to fraud, theft, embezzlement, accounting or auditing irregularities, bribery, kickbacks, and misuse of the Corporation’s assets, as well as any violations or suspected violations of high business and personal ethical standards, as such standards relate to the Corporation (each, a “Concern”), in accordance with this Whistleblower Policy.
No Retaliation
No Protected Person who in good faith reports a Concern shall suffer intimidation, harassment, retaliation, discrimination or adverse employment, or professional consequence because of such report. Any employee, staff member, Director, Officer, or high-level volunteer of the Corporation who retaliates against someone who has reported a Concern in good faith is subject to discipline up to and including termination of their position or employment. Notwithstanding anything contained herein to the contrary, this Whistleblower Policy is not a contract. Nothing contained herein is intended to provide any Protected Person with any additional rights or causes of action, other than those provided by law.
Reporting Concerns
Any Concerns should be reported as soon as shall be practicable to the Executive Director of the Corporation, (the “Compliance Officer”), or a member of the Executive Committee. Any questions with regard to the scope, interpretation or operation of this Whistleblower Policy should also be directed to the Compliance Officer.
Compliance Officer
The Compliance Officer is responsible for investigating and resolving all reported Concerns and shall advise the Executive Committee of all reported Concerns. The Compliance Officer shall report to the full Board of Directors at each regularly scheduled board meeting on compliance activity.
Accounting and Auditing Matters
The Executive Committee of the Board of Directors shall address all reported Concerns regarding corporate accounting practices, internal controls or auditing (“Accounting Concerns”). The Compliance Officer shall immediately notify the Executive Committee of any Accounting Concern and shall work with the committee until its resolution. Promptly upon receipt, the Executive Committee shall evaluate whether a Concern constitutes an Accounting Concern and, if so, shall promptly determine what professional assistance, if any, it needs in order to conduct an investigation. The Executive Committee will be free in its sole discretion to engage outside auditors, counsel or other experts to assist in the investigation and in the analysis of results.
Investigations
The Compliance Officer may delegate the responsibility to investigate a reported Concern, whether an Accounting Concern or otherwise, to one or more professional staff members of the Corporation or to any other individual, including persons not employed by the Corporation, selected by the Compliance Officer; provided that the Compliance Officer may not delegate such responsibility to a staff member or other individual who is the subject of the reported Concern or in a manner that would compromise either the identity of an individual who reported the Concern anonymously or the confidentiality of the complaint or resulting investigation. Notwithstanding anything herein to the contrary, the scope, manner and parameters of any investigation of a reported Concern shall be determined by the Executive Committee in its sole discretion and the Corporation and its staff and volunteers shall cooperate as necessary in connection with any such investigation.
Acting in Good Faith
Anyone reporting a Concern must act in good faith and have reasonable grounds for believing that the information disclosed may indicate a violation of law and/or ethical standards. Any allegations that prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.
Confidentiality
The Corporation takes seriously its responsibility to enforce this Whistleblower Policy and therefore encourages any person reporting a Concern to identify him or herself so as to facilitate any resulting investigation. Notwithstanding the foregoing, in reporting a Concern, a Protected Person may request that such report be treated in a confidential manner (including that the Corporation take reasonable steps to ensure that the identity of the reporting person remains anonymous). Concerns may also be reported on an anonymous basis. Reports of Concerns will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
Handling of Reported Concerns
The Compliance Officer will acknowledge receipt of each reported Concern within five (5) business days, but only to the extent the reporting person’s identity is disclosed or a return address is provided. All reports will be promptly investigated; the scope of any such investigation being within the sole discretion of the Executive Committee, and appropriate corrective action will be taken if warranted by the investigation.
Records
The Executive Committee will retain, on a strictly confidential basis, for a period of seven (7) years (or otherwise as required under the Corporation’s record retention policies in effect from time to time) all records relating to any reported Concern and to the investigation and resolution thereof. All such records are confidential to the Corporation and such records will be considered privileged and confidential.
Distribution
The Corporation shall distribute a copy of this Whistleblower Policy to all Protected Persons.
Compliance Officer Contact Information:
Name: Linda Harmon, Executive Director/CEO
Mailing Address: Lamaze International, 2025 M Street, NW, Suite 800, Washington, DC 20036
Phone Number: 202-367-1244
Email Address: lharmon@lamaze.org
Approved: April 2016