PLEASE SEND THE FOLLOWING ALONG TO ANYONE WHO YOU FEEL SHOULD HAVE THIS
INFORMATION. THANK YOU
~~~~~~~~~~~~~~~~
Barbara Kennedy and I have received very supportive emails from
many people; and we've been asked several times how this could
happen: "Doesn't ICEA's bylaws prevent this? What are the policies and
procedures?"
YES. ICEA has procedures to prevent this, as does the state of
Minnesota, (ICEA is incorporated in Minnesota.) I have included some
Minnesota statutes governing non-profit organizations at the end of this
letter.
Barbara Kennedy and I, as well as other board members, have worked
very hard to fix the problem with ICEA's magazine and video; but we have
been refused access to all legal documents, as well as the name and number
of ICEA's attorney. Our correspondence with the president and president-
elect is being ignored. And we've heard from several people that the
president and president-elect are now publicly stating, (what I heard them
say last summer): that ICEA is not a breastfeeding organization.
We've tried to figure how this all happened. The best explanation
that we can give you is that until the finished magazines and videos were
in our hands, we thought ICEA, as an organization, stood by it's
guidelines, policies and history.
It is so odd that:
ICEA supports the WHO code in our advertising guidelines;
ICEA supports the CIMS' "Mother-Friendly" document, which supports
the "Baby-Friendly" document;
ICEA's Position Paper on Infant Feeding is an adaptation (with permission)
of ILCA's Position Paper;
and recently ICEA endorsed Rep. Carolyn Maloney's Breastfeeding Protection
Act.
This is why I contacted the Minnesota Atty General's office and
have filed a complaint against ICEA.
IF YOU ARE AN ICEA MEMBER, by all means contact ICEA. However,
several people have told us that they have not received a response to their
letters with concerns about ICEA's magazine and video. Please send a note
to the Minn. Attorney General's office. (Your letter (email) will be kept
CONFIDENTIAL if you mark it that way. If you have any doubts, though, feel
free to contact Heidi Christianson first to confirm that.) Email:
[log in to unmask]
IF YOU ARE AN ORGANIZATION that has been working with ICEA over the
years: sharing mailing lists, exhibit space, and feel that this action is
wrong, again contact the Minn. Attorney General's office.
If you would like to get in touch with the Minnesota Attorney General's
office, contact Heidi Christianson, Asst. Attorney General, in charge of
non-profit organizations.
Email: [log in to unmask]
In the SUBJECT, type ICEA, and mark CONFIDENTIAL or PRIVATE.
I will follow up with the complaint I filed with the Attorney
General's office.
Feel free to contact us. Thanks so much.
Debra Madonna
ICEA Secretary
AND
Barbara Kennedy, ICEA Director of Education
[log in to unmask]
~~~~~~~~~~~~~
REFERENCES:
ICEA is incorporated in Minnesota. Here are the statues that govern
Minnesota Nonprofit corporations.
317A.201 Board.
The business and affairs of a corporation must be managed by or under the
direction of a board of directors. All directors are entitled to vote and
have equal rights and preferences except as otherwise provided in the
articles or bylaws. The members of the first board may be named in the
articles, designated or appointed pursuant to the articles, or elected by
the incorporators under section 317A.171 </stats/317A/171.html>.
HIST: 1989 c 304 s 27; 1990 c 488 s 14
Copyright 1999 by the Office of Revisor of Statutes, State of Minnesota.
http://www.revisor.leg.state.mn.us/stats/317A/201.html
------------------------------------
317A.461 Books and records; financial statement.
Subdivision 1. Articles and bylaws; minutes. A corporation shall keep at
its registered office correct and complete copies of its articles and
bylaws, accounting records, voting agreements, and minutes of meetings of
members, board of directors, and committees having any of the authority of
the board of directors for the last six years.
Subd. 2. Inspection. A member or a director, or the agent or attorney of a
member or a director, may inspect all documents referred to in subdivision
1 or 3 for any proper purpose at any reasonable time. A proper purpose is
one reasonably related to the person's interest as a member or director of
the corporation.
Subd. 3. Financial statement. Upon request, a corporation shall give the
member or the director a statement showing the financial result of all
operations and transactions affecting income and surplus during its last
annual accounting period and a balance sheet containing a summary of its
assets and liabilities as of the closing date of the accounting period.
http://www.revisor.leg.state.mn.us/stats/317A/461.html
------------------------------------
317A.331 Contract rights.
The election or appointment of a person as an officer or agent does not, of
itself, create contract rights. A corporation may enter into a contract
with an officer or agent for a period if, in the board's judgment, the
contract would be in the best interests of the corporation. The fact that
the contract may be for a term longer than the terms of the directors who
authorized or approved the contract does not make the contract void or
voidable.
HIST: 1989 c 304 s 52
Copyright 1999 by the Office of Revisor of Statutes, State of Minnesota.
http://www.revisor.leg.state.mn.us/stats/317A/331.html
--------------------------
317A.257 Unpaid directors; liability for damages.
Subdivision 1. Generally. Except as provided in subdivision 2, a person who
serves without compensation as a director, officer, trustee, member, or
agent of an organization exempt from state income taxation under section
290.05 </stats/290/05.html>, subdivision 2, or who serves without
compensation as a fire chief of a nonprofit firefighting corporation or
municipal volunteer fire department, or of a public corporation established
by law but not considered a municipality, is not civilly liable for an act
or omission by that person if the act or omission was in good faith, was
within the scope of the person's responsibilities as a director, officer,
trustee, member, agent, or fire chief of the organization, and did not
constitute willful or reckless misconduct.
Subd. 2. Exceptions. (a) Subdivision 1 does not apply to:
(1) an action or proceeding brought by the attorney general for a breach of
a fiduciary duty as a director;
(2) a cause of action to the extent it is based on federal law;
(3) a cause of action based on the person's express contractual obligation;
or
http://www.revisor.leg.state.mn.us/stats/317A/257.html
--------------------------
317A.255 Director conflicts of interest.
Subdivision 1. Conflict; procedure when conflict arises. (a) A contract or
other transaction between a corporation and: (1) its director or a member
of the family of its director; (2) a director of a related organization, or
a member of the family of a director of a related organization; or (3) an
organization in or of which the corporation's director, or a member of the
family of its director, is a director, officer, or legal representative or
has a material financial interest; is not void or voidable because the
director or the other individual or organization are parties or because the
director is present at the meeting of the members or the board or a
committee at which the contract or transaction is authorized, approved, or
ratified, if a requirement of paragraph (b) is satisfied.
(b) A contract or transaction described in paragraph (a) is not void or
voidable if:
(1) the contract or transaction was, and the person asserting the validity
of the contract or transaction has the burden of establishing that the
contract or transaction was, fair and reasonable as to the corporation when
it was authorized, approved, or ratified;
(2) the material facts as to the contract or transaction and as to the
director's interest are fully disclosed or known to the members and the
contract or transaction is approved in good faith by two-thirds of the
members entitled to vote, not counting any vote that the interested
director might otherwise have, or the unanimous affirmative vote of all
members, whether or not entitled to vote;
(3) the material facts as to the contract or transaction and as to the
director's interest are fully disclosed or known to the board or a
committee, and the board or committee authorizes, approves, or ratifies the
contract or transaction in good faith by a majority of the board or
committee, not counting any vote that the interested director might
otherwise have, and not counting the director in determining the presence
of a quorum; http://www.revisor.leg.state.mn.us/stats/317A/255.html
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