This is being posted to Lactnet by Linda Smith, at the request of Amy Spangler, ILCA President: 

On behalf of the Board of Directors of ILCA, I would like to respond to the
concerns expressed recently on Lactnet. There seems to be a lack of
understanding with regard to the purpose of bylaws as compared to the purpose
of policies and procedures.  Bylaws represent stated principles and purposes;
policies and procedures represent the parameters for upholding these
principles and achieving these purposes, parameters which must be fluid and
flexible.  

In an effort to fully identify all proposed changes both minor and major, a
complete copy of both the current and the proposed bylaws were provided to
every member for their comparison and review.  Subsequently, the need for
bold print or underline within a single copy was precluded.  The ballot
represents an attempt to highlight major changes.

The creation of the office of Vice President for Advocacy; the elimination of
the 125 member requirement for delegate representation; and the commitment to
the IBCLC credential reflect the intent of the proposed bylaws, enhanced
visibility and  credibility for lactation consultants worldwide and assurance
that all ILCA members are well-represented. The proposed changes were not
made in a vacuum but with the recommendation of legal counsel and two
registered parliamentarians. Nevertheless, the BOD is very sensitive to the
concerns of the membership and will not proceed if a majority of members
communicate similar concerns and express a desire for further review. 

According to a report of the Bylaws Task Force comprised of Linda Kutner,
Linda Smith, Amy Spangler and Jean Nelson, which appeared in the May/June
1996 issue of the ILCA Globe, "bylaws contain the basic principles of formal
organizations. They establish the structure and purpose of the organization
and members' rights. Bylaws also define the powers of officers, how they are
selected, and how long they serve.  Once written, amendments can only be made
through a special vote of the entire membership.  Therefore, bylaws should
contain only basic principles (with) other passages located in a policy and
procedure manual.  This minimizes the need to amend the bylaws in the future,
yet it maintains member rights and permits a degree of operative flexibility
through the policy and procedure manual." 

(1) The issue of compensation is clearly defined in the job description of
every director which is found in the policy and procedure manual: "All ILCA
directors are volunteers, unless otherwise noted in the job descriptions.
ILCA reimburses all expenses incurred while performing the duties required of
the position; representing ILCA at conferences and meetings at the request of
the Board of Directors (BOD); attending ILCA Board meetings; attending the
annual ILCA Conference; these expenses include: postage, telephone, printing,
FAX, and office supplies; travel expenses, including air fare, ground
transportation, accommodations, food, and registration fees for the ILCA
Conference and for meetings and conferences attended at the Board's request;
other expenses not mentioned above require prior approval by a majority of
the voting members of the Board of Directors; expenses are subject to the
limitations of the current ILCA General Account Budget, and the ILCA
reimbursement policy."

(2) The proposed bylaws state that one purpose of the Association is to
"support the implementation of the World Health Organization International
Code of Marketing of Breast-Milk Substitutes and other initiatives which are
consistent with the goals and objectives of the Association."  To demonstrate
that support, every ILCA director is required to sign a statement prior to
declaring candidacy for office wherein the director pledges that she/he will
not accept direct funding during her/his term of office from any company in
violation of the WHO Code.  A similar statement is included in the contracts
signed by the JHL Editor-in-Chief, the JHL Assistant editor and the
Consultant for Public Affairs. In addition, Article XI, Section 11.1 and 11.2
require disclosure of conflict of interest and limitation of voting
privileges when said conflict is identified, consequently, a formula industry
representative could not serve as a member of the ILCA BOD.

(3) The concern that, "ILCA BOD positions do not have to be ILCA Members," is
a misinterpretation of the facts. Please see the proposed bylaws Article V
Section 5.3 QUALIFICATIONS. Members of the  Board of Directors (Officers and
Delegates) must be voting members in good standing for the last two years.
 Each Delegate must be a citizen and resident of the geographic region she/he
represents. Article V applies to all directors whereas Article VII identifies
those parameters specific to either a delegate or an officer. The "membership requirement" refers to elimination of the minimum number of members in a geographic region represented by a Delegate.

(4) The use of the term "consequence" rather than "hazard" was intended to
demonstrate cause and effect i.e. that which follows from a particular act as
opposed to a potential risk.  The goal was to strengthen the stated purpose
not to diminish it.

(5) Article III in the current bylaws are identified as policies, therefore
they were either incorporated into other articles where appropriate i.e.
tax-exempt status, Article II Section 2.1; purposes, Article II, No. 1; or
clearly defined and expanded upon in the Policy and Procedure Manual.  

(6) The provision for an executive committee appears in the current bylaws
(Article VII) as well as the proposed bylaws (Article VI).  The current
bylaws place no restrictions on the activities of the executive committee
whereas the proposed bylaws clearly define the limitations of the executive
committee with additional parameters provided in the policy and procedure
manual with regard to composition and geographic diversity. This committee
carries out the directives of the BOD with strict limitations regarding
powers and privileges. One Delegate, selected by the Delegates is always a member of this committee. While a group of seven directors might fail to reach
consensus and four members might make a decision, these are MINOR decisions
within well-defined policy based parameters and budgetary limitations. 

(7) According to the ILCA Policies and Procedures Operations Manual, all
documents and/or policy statements appearing on ILCA letterhead and/or
perceived as representative of the Association must have the review and
approval of a minimum of three directors thereby minimizing the possibility
of endorsement of literature or products in any official capacity.

(8) According to the ILCA Policies and Procedures Operations Manual,
"Policies are determined and revised by a majority vote of the Board.
 Procedures are determined and revised by consensus of the Board."  Policies
and procedures are not determined or revised by the "whim of the executive
committee."

If there is consensus that Article III in the existing bylaws represent guiding
principles, perhaps a preamble to the proposed bylaws could accommodate those
principles and alleviate concerns.  Please communicate your comments to any
director as soon as possible.  A list of fax, phone and e-mail addresses are
included for your convenience.  Thank you for your prompt reply. 

Sincerely,

Amy Spangler
President
International Lactation Consultant Association
ILCA office phone 312-541-1710
ILCA office fax 541-1271
ILCA office e-mail [log in to unmask]

Amy Spangler                            Linda Smith
E-mail [log in to unmask]               [log in to unmask]

Carol Ryan                              Judy Brosseau
E-mail [log in to unmask]                E-mail [log in to unmask]

Mary Rose Tully                                  Kathy Swift
E-mail [log in to unmask]            E-mail [log in to unmask]

Genevieve Becker
E-mail [log in to unmask]