REGULAR SESSION BOARD MEETING MINUTES 25 August 2020, 7pm GMT MISSION: To help mothers worldwide to breastfeed through mother-to-mother support, encouragement, information, and education, and to promote a better understanding of breastfeeding as an important element in the healthy development of the baby and mother. ATTENDEES ​ LLLI Board of Directors ● Shevawn O’Connor, Co-Chair Devorah Schesch-Wernick, Co-Chair ● Heidy Guzmán, Vice Chair Amy Shaw, Treasurer ● Marianne Vakiener, Secretary Carolyn Driver-Burgess ● Laura Goodwin-Wright Charlene Jenkins ● Caroline Kren Ellen Mateer ● Susan Oldrieve Johanna Rhys-Davies LLLI Staff ● Zion Tankard, Executive Director Agenda Item Presenter Summary of Discussion / Motions Welcome and Call to Order Shevawn O-Connor, Recognizing that a quorum was present, the Devorah Schesch-Wernick meeting was called to order at 7:04 PM GMT. Consent Agenda: Shevawn O-Connor, Motion: to approve Consent Agenda ​ Devorah Schesch-Wernick 1. 28 July 2020 Regular Session Board Status: Approved Meeting Minutes ​ 2. July 2020 Staff Time Usage Report 3. July 2020 Development Director Time Usage Report 4. LLLI Board Member Conflict of Interest Declaration Treasurer’s Report Amy Shaw Motion: to accept the July 2020 Treasurer’s ​ Report and July 2020 Financial Reports July 2020 Treasurer’s Report and July 2020 Financial Reports Status: Approved ​ Recommendation from the Finance Amy Shaw Motion: to move LLL Japan from Tier A to Tier ​ Committee B for cost-sharing assessment effective this current fiscal year. Rationale: Current data for Japan puts it in Tier B. Status: Approved ​ Motion: to grant LLL South Africa a one-time ​ 25% reduction in FY 2020-2021 cost sharing, as requested by the IAN. Rationale: Devaluation of the rand with respect to the US$ on the order of 30% from the previous year has made it increasingly difficult to meet obligations denominated in US$. Status: Approved ​ Motion: to to grant Latin American Areas a ​ one-time 25% reduction in FY 2020-2021 cost sharing, as requested by IAN. Rationale: Various currency devaluations and poor economic situation. Status: Approved ​ Motion: to specify the World Bank in place of ​ the CIA World Factbook for determining GDP per capita for cost sharing purposes in updating the financial policies. Rationale: World Bank is more up-to-date with data (2019) vs. CIA World Factbook (2017). ​ Status: Approved ​ Executive Director’s Report Zion Tankard Zion reported on her activities arising from the Blackbaud data breach. Discussions are ongoing. Personnel Committee Laura Goodwin-Wright No applications have been submitted for the openings on the Ombudsperson’s Committee. Nominating Committee Laura Goodwin-Wright Board member Caroline Kren was elected by the Board to fill a vacancy on the Nominating Committee. International Code and Conflicts of Carolyn Driver-Burgess Motion: for LLLI to make a public statement in ​ Interest Committee Report and support of IBFAN’s statement of concern ​ ​ Recommendation regarding the new breastmilk substitutes (BMS) ​ Call to Action.. Rationale: The committee ​ ​ ​ members agreed with IBFAN that the Call to Action undermines the International Code. Action: Approved. The Code and Conflicts ​ Committee is requested to draft a statement. Strategic Plan Committee Carolyn Driver-Burgess Motion: to approve the Role of LLLI document. ​ Here is a link to the document. It is also included ​ ​ at the end of these minutes as Exhibit B. Action: Approved. ​ Formation of the Strategic Plan Committee was discussed. Volunteers are being sought. IMI Contract Shevawn O’Connor, Renewal of the IMI contract was discussed; Devorah Schesch-Wernick Co-chairs will follow up. Bylaws Committee Recommendations Jo Rhys-Davies Motion: to approve the following revision of the ​ Statement of Commitment: I am personally committed to furthering the mission of La Leche League and to supporting breastfeeding as presented in The Womanly Art of Breastfeeding and other La Leche League International publications. I agree to represent La Leche League as a Leader in accordance with the La Leche League International Policies and Standing Rules. I understand and agree that in using the designation “La Leche League Leader,” I will comply with all La Leche League International Policies and Standing Rules pertaining to Leaders. I will resign from this position if for any reason I find that I can no longer represent La Leche League in accordance with this agreement and discontinue use of the designation “La Leche League Leader.” Status: Approved ​ Motion: to accept the La Leche League ​ ​ International Leader [Statement of Commitment and] Data Permission Form submitted by Zion ​ Tankard for use by LLLI to gather required information from Leaders and for LAD use. The form is included at the of these minutes as Exhibit A. Status: Approved ​ Motion: to accept the consolidated and updated ​ ​ Confidentiality Policy. Here is a link to the ​ policy, (scroll down to ‘C’). It is also included at ​ the end of these minutes as Exhibit C. Action: Approved ​ Motion: to accept a Publications Policy that ​ ​ ​ replaces or changes the previous Publications policies as detailed in the list included as Exhibit D. Here is a link to the policy, (scroll down to ​ ​ ​ ‘P’). It is also included at the end of these minutes as Exhibits D and E. Action: Approved ​ Adjourn Shevawn O’Connor, Meeting adjourned at 10:34 PM GMT Devorah Schesch-Wernick Exhibit A 25 August 2020 LLLI Board Regular Session Meeting Minutes La Leche League International Leader [Statement of Commitment and] Data Permission Form [I am personally committed to furthering the mission of La Leche League and to supporting breastfeeding as presented in The ​ Womanly Art of Breastfeeding and other La Leche League International publications. I agree to represent La Leche League as a Leader in accordance with the La Leche League Policies and Standing Rules. I understand and agree that in using the designation “La Leche League Leader,” I will comply with all La Leche League Policies and Standing Rules pertaining to Leaders. I will resign from this position if for any reason I find that I can no longer represent La Leche League in accordance with this agreement, and I will discontinue use of the designation “La Leche League Leader.”] ​ DATE (Signature) [KEEP ABOVE SOC PART FOR LAD] LLLI collects basic information about you for administrative purposes, insurance, and to confirm your status as a Leader or Applicant. For these administrative purposes, the following information is required: your name, DCE/Area connections, email address. If you cannot supply an email address, your mailing address and phone number are required. It is optional to supply other information. LLLI will also retain your accreditation and retirement dates. *Required fields. First Name or Given Name* Last Name, Surname, or Family Name* Email: * Phone: Street Address: City, State/Province/Region Zip/Postal Code/Country Primary Connection: * Secondary Connection(s): ​ This information will be recorded with La Leche League International, located in North Carolina, USA. LLLI may employ third party companies and individuals to facilitate the services we provide, or to perform related services. Third parties have access to your personal information only to perform specific tasks on our behalf and are obligated not to disclose or use your information for any other purpose. We would also like to use your email address, along with your mailing address and phone number (if supplied), for the following purposes - check the boxes below if you agree: [tick box] I agree to receiving newsletters from LLLI (e.g., LLLI News) [tick box] I agree to receiving marketing information from LLLI (e.g., information about projects, events, and webinars) [tick box] I agree to receiving requests for donations and fundraising information from LLLI. Please send this form to [some address of LLLI] Exhibit B 25 August 2020 LLLI Board Regular Session Meeting Minutes The Role of La Leche League International August 2020 La Leche League (LLL) is the term used to describe all parts of the nonprofit organization dedicated to helping families to breastfeed through support, encouragement, information and education; and to promote a better understanding of breastfeeding as an important element in the healthy development of the baby and mother. It includes: La Leche League International (LLLI); Direct Connect Entities (DCEs), made up of Areas, Affiliates, and Area Networks; all LLLI Committees and global LLL entities such as, Leader Accreditation Department (LAD), Global Professional Liaison Network (GPLN), LLLI-BOD-DCE Forum, Global Leaders Committee (GLC). Each DCE agrees to the LLL mission and philosophy, and acknowledges that LLL Leader accreditation is set by LLLI and valid worldwide. LLLI provides oversight for LLL. It sets global policies and goals, oversees the LLL brand, provides centralized services and resourcing, and acts as the public face of the international organization. LLLI may employ an Executive Director (ED), office staff, and/or an Association Management Company to carry out day to day management of the organization. This document clarifies the primary responsibilities of LLLI. A. Global Organization ​ 1. Mission and policies (responsibility of LLLI Board, Bylaws Committee) a. Maintain philosophy, mission, purpose, and values of LLL as defined in the concepts, the LLLI Bylaws and the Policies and Standing Rules (PSR). b. Regularly review and update LLLI Bylaws and PSR. c. Maintain historical