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Utah Doula Association

Bylaws

NOTE: These bylaws have not yet been adopted by a majority of members.

Article I. Organization
Section 1. Name. The name of the organization is The Utah Doula Association, hereinafter referred to as "the Association" and which may be abbreviated and known as UDA.

Section 2. Location. The Association shall be incorporated in the State of Utah and shall continuously maintain in that state a registered office.

Section 3. Status. It is the intention of the Association to qualify as a non-profit organization under the Internal Revenue Law and do nothing to interfere with such qualification.

  1. This organization is organized exclusively for religious, charitable, scientific, literary or educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.
  2. Notwithstanding any other provision of these bylaws, the organization shall not carry on any other activities not permitted to be carried on by an organization exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code.
  3. Upon dissolution of this organization, after paying or adequately providing for the debts and obligations of the organization, the remaining assets shall be distributed to a nonprofit fund, foundation or corporation which ha established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code.

Article II. Purpose
The purpose of the Association is to improve the quality of maternity care by providing educational and emotional support for women during pregnancy, birth, postpartum and furthering the profession of Labor Support. No woman shall be denied labor support because of inability to pay.

Article III. Representatives
The Board of Directors must approve all persons representing the Association.

Article IV. Board of Directors
Section 1. Functions. The Board of Directors shall determine the plans, establish the operating policies and govern the Association.

Each Board of Directors member shall:

  1. Act as a communication link between the Members and the Board by actively soliciting input and disseminating information.
  2. Serve as a chairperson of a working committee or serve on a standing committee.
  3. Act as a representative of the Association in matters regarding public relations, legislation and professional liaison.

Section 2. Composition. The Board of Directors shall consist of the following positions:

  1. The officers, which shall consist of: The President, President-Elect, Secretary, Treasurer & Membership, Newsletter Editor, Public Relations, the DONA State Representative (appointed by DONA) and such other officers with such power and duties as the Board of Directors may from time to time determine.
  2. Founder: The Founder shall serve as a Board member for life and may serve the Board as either an active or inactive member of the Board of Directors. As an active member, she would have the same function as the Board of Directors (see Article IV, Sec. 1). As an inactive member, she will give historical and inspirational guidance to the Board of Directors.
  3. Any additional directors at large, but not to exceed more than 15.

Section 3. Eligibility. A candidate, to be eligible to serve on the Board of Directors, must have knowledge of the needs of birthing women, must be a paid and current member of the Association, must reside in the district of the Association and must be a character of good standing. While serving on the Board of Directors, board members will receive a complimentary membership for their term/terms of office.

Section 4. Terms of Office. All terms of office shall be two years beginning November 1st. No member of the Board of Directors shall serve more than 4 consecutive terms (8 consecutive years; 4 terms x 2 years equals 8 years). Offices vacant before the term is finished, shall be appointed by the board to finish the balance of the term.

Section 5. Nominations. Individuals wishing to serve on the Board of Directors shall submit their names to the Secretary of the Association at, or before, the Fall quarterly meeting. Candidates nominated by others must have the written endorsement of the nominee.

Section 6. Appointments/Elections. The Board of Directors shall appoint/elect incoming directors from the eligible nominees, within a reasonable time, before November 1st.

Section 7. Removal of Board Members. One or several, but not all, Board Members may be removed with or without cause by the affirmative vote of two-thirds majority vote of the Board Members in office.

Section 8. Meetings. The Board of Directors will meet quarterly. The President may call special meetings of the Board at any time. The purpose of the special meeting must be designated at the time notice of the meeting is given.

Section 9. Attendance of Meetings. If any member of the Board misses two (2) consecutive meetings (excluding extenuating circumstances, like a birth), the Board, by majority vote, may ask that member to resign. The vacancy created shall be filled according to Article IV, Section 5.

Section 10. Voting. Each member of the Board of Directors shall have one vote and proxy shall not do this vote.

Article V. Directors-at- Large
Each member of the Board of Directors not appointed to an officer position shall be designated as a Director-at-Large.

Article VI. Committees
Section 1. Designation. The President and or Board of Directors may designate any committees deemed necessary to support the Association. Members shall be encouraged to participate in standing and ad hoc* committees and to support all other committees.

Section 2. Grievance. The Grievance Committee shall consist of: the Founder, the President-Elect and a member of the birthing community not associated with the Association.

Article VII. Membership
Section 1. Members. The membership of the Association shall consist of interested labor support providers and or other parties that endorse labor support.

Section 2. Dues. There is an annual membership fee to be determined by the Board of Directors yearly. While serving on the Board of Directors, Board members will receive a complimentary membership for their term/terms of office.

Section 3. Meetings. There shall be at least two general membership meetings a year for the purpose of education and support. These shall be known as the Spring Conference and the Fall Conference.

Section 4. Code of Ethics and Standards of Practice. Herein, that the Association is associated with DONA (Doulas of North America), the association and its members will adhere to the same Code of Ethics and Standards of Practice as DONA. These can be viewed on the DONA website: www.dona.org or requested from the DONA central office.

Section 5. Leave of Membership. If any member shall commit any act prejudicial of the affairs of the association, violate the Code of Ethics or Standards of Practice, the member's violation will be submitted to the Grievance Committee. The committee members shall determine what action shall be taken. Both the person/persons filing the grievance and the member shall be notified in writing of the decided action.

Article VIII. Amendment of Bylaws
The bylaws of the Association shall not be amended except by the Board of Directors and with the approval of the majority of the members present at the next bi-annual meeting. Notice of the meeting and the proposed amendment/amendments will be given in writing at least thirty (30) days in advance of the meeting.

Article IX. Duties of Officers
Section 1. Duties of the President. It shall be the duty of the President to preside at all meetings of the Board of Directors. The President shall call regular and/or special meetings of the directors in accordance with these bylaws. The President shall sign or countersign all certificates, acceptance and other instruments for the payment of money duly drawn by the Treasurer/Membership, except where the Board of Directors has authorized the Treasurer's signature alone. The President shall submit al report of the operations of this Association for the year at the first regular meeting of the Board of Directors following the close of such year. In general, she shall perform all the duties incident to this office. The President shall be an ex officio** member of all standing and ad hoc* committees. The President shall submit one article per year during her term to the Newsletter Editor. The President shall turn over all papers, records, files and all other material pertaining to the operation of the office, to her successor, at the termination of the term of office. This shall take place no later than November 1st.

Section 2. Duties of the President-Elect. The President-Elects shall assist the President in the discharge of duties as requested, direct the activities of standing committees and, in the absence or inability of the President to act, shall perform the President's duties. The President-Elect shall be in charge of keeping track of the UDA owned movies used for Community Open Houses and the UDA Officer's binders. The President-Elect shall automatically move into the position of President immediately following her term as President-Elect. Should the President-Elect complete her term of office, but is unable, for any cause, to move into the Presidency, the Board of Directors shall elect a President according to Article IV. Section 6. The President-Elect shall submit one article per year during her term to the Newsletter Editor. The President-Elect shall turn over all papers, records, files and other material pertaining to the operation of the office, to her successor, at the termination of the term of office. This shall take place no later than November 1st.

Section 3. Duties of the Secretary. The Secretary shall keep a record of all proceedings of the Association and Board of Directors. The Secretary shall keep a file of communications, documents, records and other matters connected with the Association business, including the preparation and distribution of minutes and agendas of Board meetings. The Secretary shall also perform other duties of correspondence as directed by the Board of Directors. The Secretary shall maintain the UDA Referral Line. In the absence of the Secretary from any meeting, the presiding officer shall chose a secretary pro tempore***. The Secretary shall submit one article per year during her term to the Newsletter Editor. The Secretary shall turn over all papers, records, files and all other material pertaining to the operation of the officer, to her successor, at the termination of the term of office. This shall take place no later than November 1st.

Section 4. Duties of the Treasurer/ Membership. The Treasurer/Membership shall have the care and custody and be responsible for all the funds (to include the Membership Drive) of the Association and deposit such funds in the name of the Association is such banks or other depositories. The Treasurer/Membership shall make, sign and endorse in the name of the Association all note, drafts, bill of exchange, checks and other instruments for the payment of money (to include the DONA Renewing Membership which is due April 1st). She shall pay out and dispose of any bills encumbered by the Association except where the Board of Directors would require the countersignature of the President. Such signature is required on any payment to be made over $100.00. The Treasurer/Membership shall render a statement of the current condition of the finances of the Association at each regular meeting of the Board of Directors, the bi-annual membership meetings and any other time deemed necessary. The Treasure shall keep full and accurate books of account as the Board of Directors may require and shall exhibit the same to any director of the Association upon request. The Treasure/Membership shall compile a current, annual membership directory in which to distribute to the Board of Directors. The Treasure/Membership shall submit one article per year during her term to the Newsletter Editor. The Treasurer/Membership shall turn over all papers, records, files and other material pertaining to the office, to her successor, at the termination of the term of office. This shall take place no later than November 1st.

Section 5. Duties of the Newsletter Editor. The Newsletter Editor shall compile and distribute a quarterly newsletter for the purpose of communication and education of the Association. The Newsletter Editor will solicit articles from members as she sees fit and from each Board Member yearly. The Newsletter Editor shall turn over all papers, records, files and all other material pertaining to the operation of the office, to her successor, at the termination of the term of office. This shall take place no later than November 1st.

Section 6. Duties of the Public Relations. The Public Relations shall be the liaison between the Association and the public. The Public Relations shall oversee publicity of the UDA area newspapers, magazines and local T.V. stations. The Public Relations shall update yearly and maintain the UDA Display Board. The Public Relations shall oversee the displays at community and professional events. The Public Relations will arrange for approved presenters for Community and Professional In-Services. The Public Relations will oversee Community and Professional In-Services and will coordinate such In-Services with the Area Representatives. The Public Relations shall turn over all papers, files, records and all other material pertaining to the operation of the office, to her successor, at the termination of the term of office. This shall take place no later than November 1st.

Section 7. Duties of the DONA State Representative. The DONA State Representative shall sit on the board as a liaison between the UDA and DONA. This position is not an elected one, but rather, one appointed by DONA. The State Representative shall communicate with other DONA Regional Representatives. The State Representative shall convey information to be considered in policy-making to the Board of Director in both the UDA and DONA.

Section 8. Duties of the Area Representatives. The Area Representative is an appointed position, appointed by the President and the President-Elect. The Area Representatives shall be the liaison between the Board of Directors, hospitals, and doula members in her area. The Area Representative shall be responsible for coordinating quarterly Community Open Houses, however, only current UDA doulas may solicit clients at the Open Houses. The Area Representative will coordinate Community and Professional In-Services in conjunction with the Public Relations. The Area Representative shall set up booths at local malls, community functions, health fairs or other such functions in her area that she sees fit. The Area Representative shall solicit area hospitals and OBs to become members of the UDA. The Area Representative shall turn over all papers, files, records and all other material pertaining to the operation of Area Representative, to her successor, at the termination of her services. This shall take place no later than November 1st.