Section I The name of this organization shall be “The Southern Nevada Breastfeeding Coalition” of The Breastfeeding Task Force of Nevada. It may be abbreviated as SNBC.
Section I The SNBC will be based in the metropolitan Las Vegas (Nevada) area. The Coalition, however, shall serve the Statewide Breastfeeding Task Force of Nevada whenever needed.

SNBC will be conducted under the laws of the State of Nevada, and shall abide by the rules governing the state there within.

Section I The purpose of this organization shall be:

  1. To promote a standard of Maternal/Infant care that supports and advocates breastfeeding as the norm.
  2. To foster education of professionals caring for breastfeeding mother and child.
  3. To serve as a resource for accurate and up-to-date breastfeeding information.

The Southern Nevada Breastfeeding Coalition is organized exclusively for educational purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code Notwithstanding any other provisions of these articles, this organization shall not carry on any other activities not permitted (a) by an organization exempt from Federal income tax under section 501 (c) (3) of the Internal Revenue Code of 1986 ( or the corresponding provision of any future United States Internal Revenue law) or (b) by an organization contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue law).

Section I
  1. Membership shall be on a voluntary basis, open to all with an interest in the promotion of breastfeeding.
  2. For a vendor to present at a meeting, a written request must be received and a date will be set.
  3. Individual membership is $25 annually.
    A group membership is $60 annually, with group being 3 or more, 1 vote per group. Members may rotate.
    Membership dues are due the January meeting.
  4. No person shall be denied membership based on race, color, religion, gender, sexual orientation, age or disability.
Section I
  1. Ten (10) general meetings per year shall be held.
  2. The general meeting date, location and time will be announced at the end of a meeting and included in the minutes. A reminder notice will be e-mailed to members one week prior to each meeting date.
  3. Board meetings will be called by the President as necessary.
  4. Special meetings of the Coalition may be called by the President or if requested by three or more members.
  5. Minutes will be kept for all meetings of the Coaltion by the Vice-President and shall include attendance, reports from Board members, old business, new business, all motions (with the name of the maker) and discussion. At each meeting, the minutes of the previous meeting will be read and corrected if necessary and
    approved. The Vice-President will keep a copy of the minutes for every meeting on file.
  6. An Annual Meeting will be held each year in December to ensure that standing resolutions are reviewed, vote board members into office, evaluate President, Ensure that Business License, and 990 Postcard with IRS has been filed. As well said Annual Meeting will review and edit as necessary: Legal information, Mission, Financials, and Business Plan will be reviewed and approved for following year.
  7. Board members must attend all meetings in person, but may attend 4 meetings virtually or on the phone. They may be excused from 2 meetings per year for emergency or personal issues.
  8. If a voted in board member does not wish to continue obligations or is unable to fulfill duties. President may nominate a new member for the position and vote the following meeting.
Section I
  1. Voting on all issues, other than election of officers, will be by a show of hands, of paid members, unless two or more members request a written record of each members vote.
  2. A majority of voting members must be present to constitute a quorum.
  3. Voting may take place virtually.
ARTICLE VII OFFICERS Members of the Coalition will elect a Board from the general membership. The Board will include the President, Vice President, Treasurer, Board Advisor, and 1 “Member at Large”, from regions of Southern Nevada.
Section I Duties of the Board Members:

  1. The President is the chief officer of the Coalition and chairs the general and board meetings, sees that resolutions are carried out, and accepts the duties and responsibilities generally inherent in that position.
  2. The Vice-President keeps minutes of the Coalition meetings. She/he is responsible for the “Minutes Files” and distribution of meeting notices. The Vice-President will obtain the supplies necessary to produce and distribute records as needed. She/he will provide a copy of the By-Laws to new members when dues payment is received.
  3. The Treasurer is responsible for all financial records and transactions of the Task Force. She/he prepares a financial statement for every meeting and an annual statement at the end of the calendar year.
  4. The Board Advisor is responsible for attending the majority of general meetings and all board meetings. She/he is a previous board member in order to provide continuity.
  5. The “Member-at-Large”, attends majority of general meetings, all board meetings, and will contact members of their regions as necessary.
  6. No person will be elected to the Board without having a current paid membership.
  7. Terms are for one year, with option for a second year. January 1st through December 31 st. Board members may run for office after said break after the second year.
Section II The Board will have full authority to manage the affairs of the Task Force subject to the instructions of the members.
Section III
  1. If there is a vacant position on the Board, the President will appoint a willing member for the balance of the term, subject to confirmation by the Board members.
  2. The Board may create committees who will be authorized to act on behalf of the Board in the affairs of the Coalition. Committees will be limited to subjects designated by the Board.
Section IV Donations will be accepted to support the work of the Coalition. Donations may be declined if deemed inappropriate by the members.
Section I
  1. By-Laws may be added to or amended with a two-thirds (2/3) approval of paid members.
  2. By-Laws should be presented in a meeting, and voted on during said meeting. Then updated and signed the following monthly meeting. A copy of the signed bylaws should then be uploaded to the website.
  3. By Laws are voted on by paid members.
Section I Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code (or corresponding section of any future tax code), or shall be distributed to the federal government, or to a state or local government, for the public purpose. Any such assets not so disposed of shall be disposed by the Court of Common Pleas of the county in which the principal office or the organization is then located, exclusively for such purposes or the such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Section I The SNBC shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, or employee of the Coalition against_ all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.

No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.

This Article constitutes a contract between the SNBC and the indemnified officers, directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or
omissions which occurred at any time prior to such amendment or repeal.

CLICK HERE to view and download the official signed Bylaws document.