Watching Over Mothers & Babies Foundation

“Advertising and Promotion $85”

“Office Expenses $3504”

“Travel $24”

“Depreciation $1307”

“Insurance $8090”

“RESEARCH STUDIES $22910”

“STAFF APPRECIATION $1178”

“MEALS & LODGING $336”

“Machinery and Equipment - Beginning $1023 Machinery and Equipment - Ending $3289”

“Accounts Receivable - Beginning $0 Accounts Receivable - Ending $3465”

“Accounts Payable and Accrued Expenses - Beginning $1337 Accounts Payable and Accrued Expenses - Ending $49”

“PAYROLL LIABILITIES - Beginning $2056 PAYROLL LIABILITIES - Ending $0”

“There were a number of key amendments including the following:1) Adding provisions on increment and political campaigns. These are important restatements of the Articles of Incorporation. 2) Adding provisions to clarify the nomination and election of directors and increasing the term from one to three years to conform with best practices of successful non-profits. Directors are limited to two consecutive terms of service.3) Adding a provision for resignation permitting any director to resign at any time with written notice to the Board Chair.4) Deleting Article II Section I. Voting Rights from the original by-laws. In new bylaws, all directors have equal voting rights. 5) Deleting Article 2 Section 4. Voting on Decisions Requiring Payments of Monies by the Company. The original by-laws contain this provision. It is unnecessary as we do not have organization members.8) Deleting Article VI Section 8. The proposed By-laws do not provide for compensation of board members for their services although the Board may decide to compensate the CEO in the future. He would not participate in any discussion or decision regarding his compensation. 9) Updating provisions on removal and meetings. Under the proposed by-laws, removal must be approved by two-thirds vote of the directors. As for meetings, the proposed by-laws still mandate one meeting per year. Although the frequency of regular meetings may be changed by majority vote, they occur with no greater frequency than quarterly. Additionally, conference, or Skype participation is permitted. 10) Updating the titles and responsibilities of the Officers of the Board of Directors. For example, we propose replacing "President," and "Vice President," with "Board Chair," and "Vice-Chair." In addition, the Secretary reviews and approves Board minutes while the Treasurer reviews and approves, budgets and all financial records. The Board may delegate administrative duties (i.e. agenda and budget preparation) to a non-director, such as an independent accountant or W.O.M.B.'s COO.11) Changing the fiscal year to correspond with the vast majority of non-profit entities (July 1-June 30) instead of the Calendar year.12)Adding a provision referencing W.O.M.B.'s Conflict of Interest policy. 13) Adding the small board election amendment14) Adding the small board officer amendment15) Adding term limits for officers”