PROPOSED CHANGES

A-1

Change wording of titles from "President" to "Board Chair",
Vice President" to "Vice Chair", and "Executive Director"
to "Chief Executive Officer".

A-2.

To amend the GSVSC bylaws to reflect the following consistent language throughout the document with regard to delivery of notice to regular or special meetings:

"notice of time, place, and purpose of this meeting…shall be mailed, emailed, or faxed to each member…"

RATIONALE

A-1

This wording change is in keeping with the current titles used by Girl Scouts of the USA and most councils and better reflects the scope of these offices in our council.

A-2.

Current language is most often "sent or delivered" but is inconsistent throughout the bylaws. New language would be inserted where needed in bylaws and in any amendments passed at the 2006 annual meeting.

PROPOSED CHANGES

B-1      To amend Article V, Section 5 by striking the underlined word three and inserting the word two.

B-2      To amend Article V, Section 5 by striking the underlined word correspondence and inserting the word notification.

RATIONALE

B-1, B-2

• With only four board meetings a year instead of six, a board member has not fulfilled his/her board obligations if he/she misses more than two full meetings without notifying the president.
• Correspondence implies a written response whereby notification implies responding by phone, email, etc

CURRENT WORDING:

An elected member of the board of directors may be removed with or without cause by a vote of two-thirds (2/3) of the total membership of the board of directors. Any board member who is absent from three consecutive entire board meetings without explanatory correspondence to the president shall be considered to have resigned and, upon approval by a majority vote of the members present and voting at any regular meeting of the board of directors, shall be notified to this effect.

IF ADOPTED, WILL READ:

An elected member of the board of directors may be removed with or without cause by a vote of two-thirds (2/3) of the total membership of the board of directors.  Any board member who is absent from two consecutive entire board meetings without explanatory notification to the president shall be considered to have resigned and, upon approval by a majority vote of the members present and voting at any regular meeting of the board of directors, shall be notified to this effect. 

PROPOSED CHANGES

B-3   To amend Article V, Section 5 by adding the words Any board member who does not honor any commitment to make an annual contribution set forth in any written policy adopted by the Board of Directors will be subject to removal.

Failing to meet fiduciary responsibilities and make an annual contribution will be cause for removal. 

RATIONALE

• Board members who fail to meet their financial obligations are also failing to be responsible board members.
• Current and potential funders, grants, and foundation requirements are now expecting boards to have 100% giving from their board membership and also that at least 75% of board members are in attendance at every board meeting. 
• The giving should be real support and not just a token gift.
• Board members are expected to make donations before September 30 and again after October 1.

CURRENT WORDING

None

IF ADOPTED, WILL READ

Any board member who does not honor any commitment to make an annual contribution set forth in any written policy adopted by the Board of Directors will be subject to removal.

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PROPOSED CHANGES

GIVING 72-HOUR NOTICE FOR NOMINATIONS FROM THE FLOOR

To amend Article II, Section 5 (paragraph four) by adding "and notice is given to the nominating committee chair at least 72 hours prior to election.

RATIONALE

• Allows all nominees to get a clear understanding of their responsibilities as defined in the position agreement.
• Nominations will still be made from the floor—only the notification is given 72 hours prior to the election.
• Would enable nominating committee to verify eligibility and present all nominees with similar and consistent biographical information.
• The nominating committee would be able to make background checks in accordance with new volunteer management policies.
• Need to have confidence in the ability of the nominating committee to select a balanced Board.
• This is standard practice in many councils
• In reference, see Robert's Rules, Chapter XIV § 46

CURRENT WORDING:

Nominations may be made from the floor, provided that the eligibility of nominee(s) is met by these bylaws and that written consent of such nominee(s) is secured and presented.

IF ADOPTED, WILL READ:

Nominations may be made from the floor, provided that the eligibility of nominee(s) is met by these bylaws, written consent of such nominee(s) is secured and notice is given to the nominating committee at least 72 hours prior to election.

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Proposal D

Amendment to Article I – The Council Section 2 – Membership

ELECTING COUNCIL DELEGATES BY SERVICE UNIT AND MOVING FROM THE ASSOCIATION GOVERNANCE SYSTEM

PROPOSED AMENDMENT

TO AMEND ARTICLE I, SECTION 2 –A OF THE GSVSC BYLAWS BY STRIKING THE UNDERLINED WORD "ASSOCIATION" AND INSERTING "SERVICE UNIT."

RATIONALE

• Service units are better able to recruit delegates with a commitment to report to and from the Board of Directors.
• Members would feel better represented in the governance process by their "own" delegates.
• The two-year term remains as is
• Substitute delegates remain as is.
• Current delegates will finish out their term.
• This system will go into effect with the Fall 2006 elections.
• Delegates will have a closer relationship with the board with no middle person or getting information that is watered down.

CURRENT WORDING

Those persons who are members of the Girl Scout movement, registered through the council, are eligible to be members of the council. Members of the council shall consist of:

• delegates elected by each association as defined in Article I. The Council,

IF ADOPTED, WILL READ:

Those persons who are members of the Girl Scout movement, registered through the council, are eligible to be members of the council. Members of the council shall consist of:

• delegates elected by each service unit as defined in Article VIII, Section 5A.

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PROPOSED CHANGES

TO AMEND ARTICLE I, SECTION 2 –B OF THE GSVSC BYLAWS BY ADDING "PLUS DELEGATES-AT-LARGE REPRESENTING GROUPS AS APPROVED BY THE BOARD OF DIRECTORS."

RATIONALE

• To represent those who are not tied into a Service Unit For example:
  • Lifetime members who are in college
  • Members who are no longer leaders or involved with troops
  • Lifetime members who are out of college
• Perhaps have a section on registration form as to what group you would like to be represented in.
• Make sure members are not double represented.
• The Board of Directors approves the groups because GSUSA charges them with this responsibility.
• Members would feel better represented in the governance process by their "own" delegates.

CURRENT WORDING

None

IF ADOPTED WILL READ:

c. delegates at large representing groups as approved by the Board of Directors and elected as defined in Article VIII.

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Proposal F

Amendment to Article I - The Council Section 2 - Membership

CURRENT WORDING

D. the chair of each association as defined in Article VIII. Associations.

IF ADOPTED, WILL REMOVE

RATIONALE

• Without associations, there would be no association chair position
• Proviso: If Proposal D does not pass, F will not be voted on
• Chairs will not be voting members of the council

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Proposal G

Amendment to Article I – The Council Section 3 – Election of Delegates

ELECTING TWO DELEGATES PER SERVICE UNIT AND BOARD-DESIGNATED AT-LARGE GROUP

PROPOSED CHANGE

G-1.

To amend Article I, Section 3 of the GSVSC bylaws by substitution as follows:

RATIONALE

G-1.

• Representation would be equalized throughout the council, giving each service unit and designated group added access to governance issues and to the Board of Directors.
• Going to a senate type of representation rather than a House of Representatives type of representation
• If Proposal D is not passed, then Proposal F will not be voted on.

CURRENT WORDING:

Each association shall be entitled to elect one delegate plus one delegate for each one hundred (100) girl members or major fraction thereof in that association, as determined by the records of the council at the close of business on September 30, and persons to become delegates for the unexpired term should vacancies occur, known hereafter as substitute delegates. Delegates shall be fourteen (14) years of age or older on or before October 1 immediately preceding their election.

IF ADOPTED, WILL READ:

a. Each service unit shall be entitled to elect two delegates,

PROPOSED CHANGE

G-2.

To amend Article I, Section 3 of the GSVSC bylaws by adding the following:

RATIONALE

CURRENT WORDING:

None

IF ADOPTED, WILL READ:

b. Each at-large group as defined in Article I, Section 2b shall be entitled to elect two delegates, and persons to become delegates for the unexpired term should vacancies occur, known hereafter as substitute delegates. Delegates shall be fourteen (14) years of age or older on or before October 1 immediately preceding their election.

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Proposal H

Amendment to Article I – The Council Section 3 – Election of Delegates

PROPOSED CHANGE

NOTICE AND TIMING FOR SERVICE UNIT DELEGATE ELECTIONS

RATIONALE

• There will be adequate time for the service unit and groups to elect delegates and substitute delegates with no fewer than 120 days notice.
• In practice, the Board can notify the need for elections by October 1, beginning of registration. However, groups may not be organized by October 1 so notification may be later than October 1. It is a minimum of 120 days, may be longer.
• A board appointed committee (at this time called the Volunteer Voice Committee) will oversee the election of delegates.

CURRENT WORDING:

None

IF ADOPTED, WILL READ:

c. The board of directors shall notify each service unit and designated at-large group, in writing, of the need for the election of council delegates no fewer than 120 days before the annual meeting. Delegates and substitute delegates will be elected in an election held within the service unit or designated at-large group, at least 90 days prior to the annual meeting.

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Proposal I

Amendment to Article I – The Council Section 7 – Business Proposals

SERVICE UNITS AND DESIGNATED AT-LARGE GROUPS CAN SUBMIT PROPOSALS FOR CONSIDERATION BY THE BOARD OF DIRECTORS

PROPOSED CHANGES

To amend Article I, Section 7 of the GSVSC bylaws by striking the underlined words "an association or member of an association" and inserting "a service unit, board approved at-large group, or individual(s) 14 years of age or older who are registered through the Council."

RATIONALE

• The service units and approved at-large groups would take the place of associations.

CURRENT WORDING:

Business proposals for consideration by the council may be submitted in writing either by an association or member of an association to the board of directors. The board of directors shall determine whether such proposals relate to matters, which should properly be acted on by the council. Any such proposals shall be submitted at least fifteen (15) days prior to the board of directors meting at which the agenda of the annual meeting is set.

IF ADOPTED, WILL READ:

Business proposals for consideration by the council may be submitted in writing to the Board of Directors either by a service unit, board-approved at-large group, or individual(s) 14 years of age or older who are registered through the Council. The board of directors shall determine whether such proposals relate to matters, which should properly be acted on by the council. Any such proposals shall be submitted at least fifteen (15) days prior to the board of directors meting at which the agenda of the annual meeting is set.

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Proposal J

Amendment to Article I - The Council Section 8 - Special Meetings

CURRENT WORDING

Special meetings of the council for any purpose within the council at any time shall be called by the president within fourteen (14) days upon written request of two-thirds of the members of the board of directors or of twenty-five percent (25%) of the members of the council, provided that at least a majority of the associations are represented.  The purpose of such meetings shall be stated in the written request.  No business shall be transacted except that for which the meeting has been called.  Written notice of time, place, and purpose of the meeting shall be sent or delivered to the address of each member as it appears upon the books of the council or to the address last made known in writing to the council by the member.  Notice must be given not less than ten (10) days before the meeting.

IF ADOPTED, WILL READ

Special meetings of the council for any purpose within the council at any time shall be called by the president within fourteen (14) days upon written request of two-thirds of the members of the board of directors or of at least twenty-five percent (25%) of the members of the council, provided that at least a majority of the service units and delegate-at-large groups are represented.  The purpose of such meetings shall be stated in the written request.  No business shall be transacted except that for which the meeting has been called.  Written notice of time, place, and purpose of the meeting shall be sent or delivered to the address of each member as it appears upon the books of the council or to the address last made known in writing to the council by the member.  Notice must be given at least ten (10) days before the meeting.

RATIONALE

Service Units will replace associations

Proposal K

Amendment to Article I – The Council Section 8 – Special Meetings

CURRENT WORDING

Twenty-five percent (25%) of the members of the council shall be present in person to constitute a quorum for the transaction of business, provided that a majority of the associations shall have at least one of their elected delegates present at each such meeting.

IF ADOPTED, WILL READ

At least Twenty-five percent (25%) of the members of the council shall be present in person to constitute a quorum for the transaction of business, provided that a majority of the service units and delegate-at-large groups who have elected delegates in accordance with Article I, Section 2 shall have at least one of their elected delegates present at each such meeting.

RATIONALE

Service Units will replace associations

Proposal L

Amendment to Article V – The Board of Directors Section 2– Composition

PROPOSED CHANGE

TO AMEND ARTICLE V, SECTION 2 BY STRIKING THE UNDERLINED WORDS "THERE SHALL BE AT LEAST TWO (2) BOARD MEMBERS FROM EACH ASSOCIATION."

RATIONALE

• Associations are replaced with Service Units.
• The Nominating Committee is charged with ensuring that the Board is balanced in all areas including but not limited to geographic, ethnic, education, gender, etc.
• Where a person lives does not add to or take away from his/her values and principles of Girl Scouting.
• A person can represent more than one geographic area. (For example, he/she can live in one area and work in another area, have moved from one area to another, or has relatives in different areas.)

CURRENT WORDING:

There shall be two (2) board members from each association.

IF ADOPTED, WILL BE OMITTED

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Proposal M

Amendment to Article VIII – The Associations

PROPOSED CHANGES

REVISION OF article viii to move Governance Structure to Policy Influencing Meetings

Amend Article VIII – Associations by striking the word Associations and inserting " Policy Influencing"

RATIONALE

• Election of delegates by service unit and board approved at-large groups will eliminate the need for the association governance structure.

CURRENT WORDING:

Article VIII – Associations

IF ADOPTED, WILL READ:

Article VIIIA – Policy Influencing
Article VIIIB - Service Units and At-Large Groups

PROPOSED CHANGES

Strike current wording for Article VIII, Sections 1-9 and substitute as follows:

Section 1. Regular Policy Influencing Meetings

The board of directors will call a minimum of two meetings per year for the purpose of policy influencing. Notice of the time, place, and purpose of the meetings shall be mailed, emailed, or faxed to each delegate and substitute delegate not less than thirty days before the meetings.

Section 2. Participants

Delegates and substitute delegates, as defined in Article I, Section 3, shall attend at least one regular policy influencing meeting.

Section 3. Purpose

The purpose of the policy influencing meetings shall be to provide an opportunity for:

• discussion of policy issues
• advice on proposed plans, policies, and other matters referred to the board of directors
• participation in council strategic planning
• submission of governance proposals to the board of directors
• other participation as requested by the board of directors

Section 4. Special Meetings

Special meetings shall be called at the request of the board of directors, or upon written request of ten (10) percent of the delegates. No business shall be transacted except that for which the meeting has been called. Notice of the time, place, and intended business of the meeting shall be mailed, emailed, or faxed to each delegate not less than ten days before the meeting.

Section 5. Service Unit Policy Meetings

a. Establishment

The board of directors shall establish geographic areas for the purpose of electing delegates to the council. It is the intent that these geographic areas shall be the same as the operational units known as service units.

b. Membership

Membership in each geographic area shall consist of members of the Girl Scout movement, 14 years of age or over, and who are registered through the service unit or who are lifetime members affiliated with the service unit.

c. Policy Responsibilities of service units

Each service unit shall elect delegates and substitute delegates as described in Article I, The Council, from among the service unit members.

d. Policy Meetings of the Service Unit

Policy meetings of the service unit shall be held at least once a year, within a time cycle determined by the board of directors. Notice of the time, place, and purpose of the policy meeting shall be mailed, emailed, or faxed to each member not less than seven (7) days before the meeting.

e. Election, Term, and Vacancies of Service Unit Delegates

Service Unit delegates shall be elected at least 90 days prior to the Annual Meeting for a two-year term, or until their successors are elected as described in Article 1, The Council. Vacancies shall be filled by the service unit in the prescribed election process.

f. Responsibilities of Service Unit Delegates as members of the council

Service unit delegates shall become informed of the matters to be discussed at council meetings and of the viewpoint of the service unit membership. They shall prepare for, attend, and participate in council meetings and report to the service unit on actions taken.

g. Quorum

At least five (5) members representing at least 50% of the troops shall be present in person to constitute a quorum, for the transaction of business.

Section 6. At-Large Delegates of the Council

a. Membership of At-Large Groups

Membership in each designated at-large group shall consist of members of the Girl Scout movement, 14 years of age or over, who are registered through the council or who are lifetime members affiliated with the council, who meet the criteria for inclusion in the at-large group and are not affiliated with a service unit. Members shall only be eligible for affiliation with one at-large group or service unit for the purposes of delegate representation.

b. Selection of Nominees, Election, and Term

Each member of the designated at-large group will be eligible to submit nominations for delegates and substitute delegates. Nominations shall be submitted in writing to a board-designated committee. The board-designated committee will confirm nominees' willingness and eligibility to serve and shall send out a ballot listing the eligible nominees to each member of the at-large group. The members of the at-large group shall then submit votes in order to elect delegates and substitute delegates. The two nominees who obtain the greatest number of votes shall be considered delegates; up to five nominees who obtain the next greatest number of votes shall be considered substitute delegates. Delegates-at-large shall be elected for a two-year term and shall serve until their successors are elected. Vacancies shall be filled by the at-large group in the prescribed election process.

c. Responsibilities of At-Large Delegates as Members of the Council

At-large delegates shall become informed on the matters to be discussed at council meetings. They shall prepare for, attend, and participate in council meetings and share information with groups with which they are involved.

d. Quorum

At least five (5) members or 10 percent of the members of the at-large group, whichever is greater, shall participate in voting to constitute a quorum, for the transaction of business.

RATIONALE

• Election of delegates by service unit and board approved at-large groups will eliminate the need for the association governance structure.

• Moving to the broader council policy influencing meetings will give an all-council Virginia Skyline base for discussion and for proposals.
• Board members will be able to dialog with delegates from across the council at these meetings.
• There would be two different meetings where ideas could be formed during the first meeting and feedback on these ideas at the second meeting.
• Anyone can come to the meetings and have a voice in the open forum but only delegates will have a vote.

• Attending at least one of the meetings shows commitment on the part of the delegate.

• Would ensure that members are represented by only one set of delegates to ensure fairness in representation.

• It may not be practical for at-large groups to meet in person for the purpose of electing delegates. This allows for the option of submitting votes via mail or email in order to elect delegates and substitute delegates.

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