AMENDED AND RESTATED BYLAWS OF
Girl Scouts-Diamonds of Arkansas, Oklahoma and Texas
ARTICLE I – CORPORATE IDENTITY
The name of this corporation shall be Girl Scouts-Diamonds of the Ozarks, Delta, and Piney Woods (hereinafter the “Council” or “Corporation”). The Girl Scouts-Diamonds of the Ozarks, Delta, and Piney Woods is a non–profit corporation organized under the statutes of the State of Arkansas and recognized as tax-exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 as from time to time revised.
ARTICLE II – CORPORATE STRUCTURE
Section 2.1 CORPORATE STRUCTURE:
The Council is a directorship corporation and all corporate rights of the Council rest with the Board of Directors of the Council (the “Board”). The Board is self-perpetuating in the manner provided for in these bylaws.
Section 2.2 MEMBERSHIP IN THE GIRL SCOUT MOVEMENT:
The Council shall register members of the Girl Scout Movement according to the policies and directives of the Girl Scouts of the United States of America (“GSUSA”). Notwithstanding the foregoing, the Council shall have no members, as provided in the Arkansas Nonprofit Corporation Act, Arkansas Code Annotated Section 4-33-603.
ARTICLE III – BOARD OF DIRECTORS
Section 3.1 MEMBERS OF THE BOARD OF DIRECTORS:
There shall be a Board of Directors of the Council that shall consist of no fewer than 19 and no more than 23 members (each such member, a “Director”), including Board Officers (as defined below).
Section 3.2 GENERAL POWERS AND RESPONSIBILITIES:
The Board shall have the ultimate responsibility for the Council. The Board shall be responsible for the following:
(a) Ensuring the achievement of the Girl Scout Mission;
(b) Employing, supervising, evaluating and removing the President/Chief Executive Officer (“President/CEO”) of the Council;
(c) Establishing and monitoring the enforcement of major policy matters;
(d) Raising funds for the Council’s operations and properties;
(e) Preserving the financial integrity of the Council;
(f) With the assistance of the President/CEO, formulating major strategic thinking, long and short-term goals, and vision statements for the Council as a whole; and
(g) Developing and maintaining a Community Leadership Cabinet, for the region that he or she represents, as described in Section 7.7.
Section 3.3 QUALIFICATIONS:
(a) All Directors shall be elected from a slate of nominees prepared by the Board Development Committee in accordance with the process described in Section 7.2 BOARD DEVELOPMENT COMMITTEE of these bylaws.
(b) All Directors shall be members of the Girl Scout Movement.
(c) All Directors shall reside in one of the following areas: Arkansas, less and except Crittenden County; Adair, Sequoyah and Leflore Counties in Oklahoma; and Bowie and Cass Counties in Texas.
Section 3.4 TERM OF OFFICE:
(a) The term of office for a Director shall be three years, or until his or her successor is elected and assumes office or until his or her earlier death, resignation or removal. The term of office shall begin at the close of the annual meeting of the Board.
(b) Terms of office shall be staggered so that approximately one-third of the terms expire each year. To establish the staggering of terms in the first years of these new bylaws, one-third of the directors from each governance area will be assigned a one-year term, one-third of the directors from each governance area will be assigned a two-year term, and one-third of the directors from each governance area will be assigned a three-year term.
(c) A Director shall not serve more than two consecutive terms unless that Director is also a Board Officer serving subject to the terms set forth in Section 4.3 TERM OF BOARD OFFICERS of these bylaws.
(d) Upon serving two consecutive terms, except in the case of a Director who is also a Board Officer, a Director may not be reelected to the Board for a period of at least one year before being considered for election to another term.
(e) A Director who serves as a Board Officer shall have his or her term extended by the number of years he or she serves as a Board Officer.
(f) Notwithstanding the foregoing, no individual shall serve on the Board for more than ten years consecutively.
(g) For purposes of this Section, a Director who has served more than one-half of a term shall be considered to have served a full term.
Section 3.5 VACANCIES:
Any vacancy on the Board that occurs prior to the end of an elected term shall be filled for the remaining portion of that term by a majority vote of the Board then in office. The candidate(s) for any vacancy shall be nominated by the Board Development Committee. Any Director so elected shall begin his or her term upon election by the Board and shall hold office for the remaining portion of the term of that directorship or until his or her successor is elected and assumes office in accordance with the process prescribed in Section 7.2 BOARD DEVELOPMENT COMMITTEE of these bylaws.
Section 3.6 RESIGNATION:
Any Director of the Council may resign at any time by giving written notice to the Chairperson or Secretary of the Board. The resignation of any Director shall take effect at the time specified therein and the acceptance of such resignation shall not be necessary to make it effective.
Section 3.7 COMPENSATION OF THE BOARD OF DIRECTORS:
Directors shall serve without compensation except that reasonable out-of-pocket expenses may be reimbursed according to the policies and guidelines for expense reimbursement as established by the Executive Committee.
Section 3.8 ANNUAL MEETING:
Within the first six (6) months after the beginning of a new fiscal year, the annual meeting of the Board shall be held for the purpose of election of Directors and Board Officers of the Council and any other business or transactions as shall come before the Board.
Section 3.9 REGULAR MEETINGS:
There shall be at least four meetings of the Board each year, one of which may be the annual meeting. The meetings shall be held at such time and place as the Board may determine. From time to time, meeting sites may be moved throughout the Council jurisdiction in the discretion of the Board
Section 3.10 SPECIAL MEETINGS:
Special meetings of the Board may be called by the Board Chairperson, or upon written request of any five members of the Board.
Section 3.11 NOTICES:
(a) Written notice stating the place, date, and hour of any annual or regular meeting shall be given not less than 14 days prior to any such annual or regular meeting date.
(b) Notice stating the place, date, hour, and purpose of a special meeting shall be given (i) in the case of notice provided in person or by telephone, facsimile, email, other electronic transmission or any other form of wire or wireless communication electronic means, not less than 48 hours prior to any such special meeting date, and (ii) in the case of notice provided by mail or private carrier, not less than five days prior to any such special meeting date.
(c) Any notice not otherwise required to be written pursuant to subsection (a) of this Section but required by law or by these bylaws to be given may be given in person; by telephone, facsimile, email, other electronic transmission or any other form of wire or wireless communication; by mail or private carrier; or by any other means permitted by the Arkansas Nonprofit Corporation Act, Arkansas Code Annotated Section 7-126-101.
Section 3.12 QUORUM:
Except as otherwise provided by statute or by these bylaws, a majority of the Directors elected shall be required to constitute a quorum for the transaction of business at any meeting, and the act of a majority of the Directors present at any meeting, at which a quorum is present, shall be deemed the action of the Board.
Section 3.13 BOARD MEETINGS OTHER THAN IN PERSON:
(a) Meetings by Telephone: Members of the Board may participate in a meeting by means of conference telephone or similar communications equipment by which all persons participating can hear each other and be heard at the same time. Such participation will constitute presence in person at the meeting.
(b) Action Without a Meeting: After full notification of the issues to be addressed, any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if each Board member, in writing, either (i) votes for such action, (ii) votes against such action, or (iii) abstains from voting and waives the right to demand that notice of a meeting be given or that a meeting be held. Action is taken under this subsection only if two-thirds of the Board members then in office affirmatively vote for such action. Any action taken under this subsection has the same effect as action taken at a meeting of the Board and may be described as such in any document. Any action taken under this subsection will be effective when the last writing necessary to effect the action is received by the Chairperson unless the writings describing the action taken set forth a different date. Any writing described in this subsection may be delivered by hard copy or electronic facsimile. Any signed written instruments pursuant to actions with regard to this subsection shall be filed with the minutes of the Board.
Section 3.14 REMOVAL OF DIRECTORS AND BOARD OFFICERS:
(a) Any Director or Board Officer may be removed with or without cause at any time by a vote of a majority of the Directors then in office at a special meeting of the Directors called for that purpose. Notice of such special meeting shall be given in accordance with the procedures set forth in Section 3.11 NOTICES of these bylaws.
(b) When any Director fails to attend two meetings in a term of the Board and such absences are unexcused, the Board shall declare the directorship vacant.
(c) If a Director who is also serving as a Board Officer is removed as provided in this Section, the Director shall also be removed from such Board Office by virtue of his or her removal from the Board.
(d) Vacancies in the Board that are created pursuant to this Section shall be filled according to the provisions of Section 3.5 VACANCIES of these bylaws.
Section 3.15 PROXIES:
Voting by proxies shall not be permitted.
ARTICLE IV – BOARD OFFICERS
Section 4.1 BOARD OFFICERS:
The Board shall have the following officers selected from among its members pursuant to Section 4.2 ELECTION OF BOARD OFFICERS of these bylaws: Chairperson of the Board, First Vice Chairperson of the Board, Second Vice Chairperson of the Board, Secretary of the Board, and Treasurer of the Board, hereinafter referred to as “Board Offices” and “Board Officers.”
Section 4.2 ELECTION OF BOARD OFFICERS:
The Chairperson, First Vice Chairperson, Second Vice Chairperson, Secretary, and Treasurer, who shall all be members of the Board, shall be elected by the members of the Board at the annual meeting of the Board from a single slate of candidates provided by the Board Development Committee.
Section 4.3 TERM OF BOARD OFFICERS:
(a) Term: To establish staggered terms, the first term of the Board Chairperson, 2nd Vice Chairperson, and Secretary shall be three years. The initial term of the First Vice-Chairperson and Treasurer shall be two (2) years. Thereafter, the term of office of each Board Officer shall be two years, or until his or her successor is elected and assumes office or until his or her earlier death, resignation or removal. A Board Officer may serve no more than three consecutive terms of any single office. Terms of office shall begin at the close of the annual meeting of the Board.
(b) Partial Terms: A person who has served more than one-half of a term as a Board Officer shall be considered to have served a full term for the purpose of determining eligibility to serve additional terms.
Section 4.4 VACANCIES:
If a vacancy occurs in any Board Office, other than that of Chairperson, a replacement shall be nominated by the Board Development Committee and elected by the Board to serve from the time of election until the next annual meeting. In the case of a vacancy in the office of Chairperson, the First Vice Chairperson shall succeed to the Chairpersonship to serve the unexpired term.
Section 4.5 REMOVAL OF A BOARD OFFICER:
A Board Officer may be removed from office with or without cause according to the provisions in Section 3.14 REMOVAL OF DIRECTORS AND BOARD OFFICERS of these bylaws.
Section 4.6 DUTIES OF THE BOARD OFFICERS:
(a) The Chairperson shall
(1) Preside at all meetings of the Board and the Executive Committee;
(2) Be responsible for ensuring that the direction and the actions given by the Board are carried into effect;
(3) Appoint a secretary pro-tem in the absence of the Secretary;
(4) Be an ex-officio member, without vote, of all Board-appointed committees and task groups with the exception of the Board Development Committee;
(5) Perform other related duties as are prescribed by these bylaws or the parliamentary authority, and/or assigned by the Board; and
(6) Supervise and evaluate the work of the President/Chief Executive Officer.
(b) The First Vice Chairperson shall
(1) Assist the Chairperson in duties as assigned;
(2) Perform the duties of the Chairperson in the event of temporary absence or disability;
(3) Succeed to the Chairperson in the event of a vacancy in the office of Chairperson; and
(4) Perform other related duties as are prescribed by these bylaws or the parliamentary authority, and/or assigned by the Chairperson or the Board.
(c) The Second Vice Chairperson shall
(1) Be assigned as Chair of the Membership Connection Committee as described in Section 7.3 MEMBERSHIP CONNECTION COMMITTEE of these bylaws; and
(2) Perform other related duties as are prescribed by these bylaws or the parliamentary authority, and/or assigned by the Chairperson or the Board.
(d) The Secretary shall
(3) Be responsible for ensuring that all notices of the meetings of the Board and the Executive Committee are sent;
(4) Be responsible for ensuring that the minutes of all such meetings are kept;
(5) Be responsible for the custody of the corporate books, records, and files; and
(6) Perform other related duties as are prescribed by these bylaws or the parliamentary authority, and/or assigned by the Chairperson or the Board.
(e) The Treasurer shall
(1) Be responsible for monitoring the control, receipt, and custody of all assets of the Council;
(2) Be responsible for monitoring the disbursements as authorized by the Board;
(3) Be responsible for reporting the receipt, use, and disbursement of all assets of the Council;
(4) Be assigned as Vice-Chair of the Finance Committee; and
(5) Perform other related duties as are prescribed by these bylaws or the parliamentary authority, and/or assigned by the Chairperson or the Board.
Section 4.7 RESIGNATION OF BOARD OFFICERS:
Any Board Officer may resign from such office at any time by giving written notice to the Chairperson or Secretary of the Board. The resignation of any Board Officer shall take effect at the time specified therein and the acceptance of such resignation shall not be necessary to make it effective.
ARTICLE V- CORPORATE OFFICERS
Section 5.1 PRESIDENT/CHIEF EXECUTIVE OFFICER:
(a) The Board shall employ a President/CEO who shall have the right to speak at any meeting and address the Board.
(b) The President/CEO shall have the responsibility for the operational functions of the Council and be responsible for administering the total operations of the Council; have other powers and perform other related duties as from time to time assigned, through the Chairperson, by the Board; and have the authority to employ and release all employed staff of the Council in accordance with the policies adopted by the Board.
Section 5.2 OTHER CORPORATE OFFICERS:
(a) The President/CEO may appoint such other officers, staff members and agents of the Council as he or she deems advisable, who shall hold their office for such terms and shall exercise and perform such powers and duties as shall be determined from time to time by the President/CEO. Such officers may include a Chief Financial Officer, Vice Presidents, or any other officers the President/CEO deems appropriate.
(b) Such officers, staff members and agents shall report to the President/CEO or to such other person(s) as may be designated by the President/CEO.
ARTICLE VI – NATIONAL COUNCIL DELEGATES
Delegates, whom the Council is entitled to elect to the National Council of the GSUSA, shall be elected by the Board at a meeting held in the year of the regular meeting of the National Council. The Board Development Committee shall submit a slate of names to the Board for consideration in the number of Delegates allowed by GSUSA. The Board, or the Executive Committee in the absence of a meeting of the Board, shall have the power to fill vacancies in Delegates until the next meeting at which Delegates are to be elected. Delegates shall be citizens of the United States of America; shall be elected from the active members of the Girl Scout Movement who are 14 years of age or over and who are registered through the corporate registration process and are in good standing with GSUSA; and shall serve for a term of three years from the date of their election, or until their successors are elected. Delegates may, if elected, serve successive terms without limitation.
ARTICLE VII – COMMITTEES
Section 7.1 EXECUTIVE COMMITTEE:
(a) There shall be an Executive Committee which shall consist of the Board Officers and two additional Directors elected by the Board from among its members. The Chairperson shall be the Chair of the Executive Committee. The President/CEO shall serve on the Executive Committee as an ex-officio member without vote.
(b) The responsibilities of the Executive Committee include, but are not limited to, the following: To exercise the powers of the Board in the interim between Board meetings, except that the Executive Committee shall not have the power to adopt a budget, or to take any action which is contrary to, or a substantial departure from, existing Board policies or procedures, or which represents a major change in the affairs, business, or policy of the Council. The Executive Committee shall submit reports of all actions taken by the Executive Committee to the Board within two weeks following each Executive Committee meeting.
(c) The Executive Committee shall meet at the call of the Chairperson at such times when it is not feasible for the entire Board to convene. Notice of the time, place and purpose of the meeting shall be provided in the same manner as a special meeting of the board as set forth in Section 3.11(b) and (c) NOTICES of these bylaws.
(d) A majority of the Executive Committee members shall be present in person or by telephone conference call or similar communications equipment by which all persons participating can hear each other and be heard at the same time to constitute a quorum for the transaction of business. The vote of a majority of all duly qualified Executive Committee members is required to constitute a decision or action by the Executive Committee.
Section 7.2 BOARD DEVELOPMENT COMMITTEE:
The Board shall elect a Board Development Committee each year at the annual meeting of the Board from a slate of nominees prepared by the Board Development Committee. The Board Development Committee shall consist of the following:
(a) The number of Board Development Committee members shall be no fewer than fifteen members and no greater than 21 members. Effort shall be made to ensure geographical representation on the Board Development Committee to include, but not be limited to, a representative on the Board Development Committee from each of the Management Regions of the Council. The Board shall divide the Council jurisdiction into such number of “Management Regions” as the Board may determine are appropriate for purposes of management of Council resources and for such other purposes as the Board may, from time to time, determine appropriate.
(b) At least three and no more than five of the members of the Board Development Committee shall be current members of the Board.
(c) Terms of the Board Development Committee shall be divided, as equally as possible, into staggered terms. Each member of the Board Development Committee shall serve for three years. Board Development Committee members may not be elected to successive terms.
(d) The Board Development Committee shall elect its own Chair each year.
(e) Vacancies in the Board Development Committee shall be filled by appointment by the Chairperson of the Board Development Committee with Board approval for the unexpired portion of the vacated term. An appointed member of the Board Development Committee who has served less than one-half of a term shall be eligible for election to a full term following completion of the partial term. The regional representation on the Board Development Committee shall be preserved when vacancies are filled by appointment.
The role of the Board Development Committee may from time to time be altered or assigned by the Board, but shall include:
(a) Soliciting and recruiting candidates for all elected positions of the Council;
(b) Providing a slate of candidates for Board Member, Board Officer and Board Development Committee positions, giving great weight to the nominees provided by the Membership Connection Committee;
(c) Providing a slate of candidates for the National Delegates of the Council, giving great weight to the nominees provided by the Membership Connection Committee; and
(d) Collaborating with the Board on:
(1) Board orientation and education;
(2) Board development;
(3) Identifying talent for Board and committee members;
(4) Succession planning; and
(5) Assessment of Board functioning.
Section 7.3 MEMBERSHIP CONNECTION COMMITTEE:
(a) There shall be a standing Membership Connection Committee (“MCC”) elected by the Regional membership composed of registered adults and girls age 14 and older and chaired by the Second Vice Chairperson with the responsibility of facilitating strategic and operational input to the Council, and providing the stakeholders of the Council with access to the Council’s decision makers. The MCC shall serve as the connection to the members of the Girl Scout Movement. The MCC shall
(1) provide names of possible candidates to the Board Development Committee for a slate to be presented to the Board of Directors;
(2) provide policy input to the Board and operational input to the President/CEO;
(3) seek input from throughout the jurisdiction of the Council in developing, monitoring and evaluating the Council’s strategic plan;
(4) ensure that two-way communication with active feedback mechanisms between the Board and appropriate constituents are in place; and
(5) annually provide one or more statewide forums that will provide program opportunities for girls and volunteers, provide opportunities for the Council’s stakeholders to give input to the decision makers regarding the Council’s strategic plan, and to celebrate achievements.
(b) The MCC shall be comprised of the following members:
(1) 19 persons determined by a formula developed by that Board, excluding operational staff, apportioned among the various Management Regions of the Council (the “MCC Members-at-Large”), who shall be elected by the Regional Membership;
(2) 5 members of the Board, which shall include the Second Vice Chairperson (the “MCC Board Members”);
(3) the National Council Delegates described in Article VI;
(4) between two and six girls, with every attempt to have representation from each Region; no more than one girl from each region serving at one time and efforts shall be made to rotate the girls within each region, as may be determined by the Board, and who shall be elected by the Regional Membership (the “Girl MCC Members”); and
(5) the President/CEO or her/his designee(s), who shall be an ex-officio member of the MCC without vote.
(c) The MCC Members-at-Large shall serve until the earliest of (i) the third anniversary of their election to the MCC, or (ii) their resignation from the MCC. MCC Members-at- Large may not serve consecutive terms as MCC Members-at-Large, but may be re- elected to the MCC as an MCC Member-at-Large following any one-year absence from the MCC.
(d) The Board shall have the power to designate the MCC Board Members as the Board shall deem appropriate. Any MCC Board Member who ceases to be a member of the Board shall also cease to be a member of the MCC. MCC Board Members shall serve a maximum of three years consecutively, but may be returned as an MCC Board Member following any one-year absence from the MCC.
(e) The National Council Delegates shall serve terms on the MCC coinciding with their terms as National Council Delegates.
(f) Girl MCC Members must be at least 14 years of age, and may serve a maximum of two one-year terms.
(g) The MCC shall:
(1) provide input, direction and influence over major policy issues;
(2) receive a report of actions from meetings of the Board;
(3) receive the Stewardship Report;
(4) submit to the Board Development Committee, for consideration, nominees for the Board Development Committee;
(5) submit to the Board Development Committee, for consideration, nominees for National Council Delegates;
(6) submit to the Board Development Committee, for consideration, nominees for the Board;
(7) submit to the CEO, for consideration, nominees for the Community Leadership Cabinet, and
(8) have an opportunity to review and comment on a preliminary single slate of nominees for the Board Development Committee, the National Council Delegates, and the Board before each such slate is submitted by the Board Development Committee to the Board of Directors for election.
Section 7.4 FINANCE COMMITTEE:
There shall be a standing Finance Committee of the Board, chaired by a member of the Board appointed by the Board Chair.
(a) The number of Finance Committee members shall be no fewer than five members and no more than nine.
(b) At least one-third but not more than two-thirds of the members of the Finance Committee must be members of the Board.
(c) Each member of the Finance Committee shall serve for a term of two years. Approximately one half of the members’ terms shall expire each year.
(d) The members of the Finance Committee shall be appointed by the Chairperson of the Board at the annual meeting. The Chairperson will appoint members to fill any vacancies for the un-expired portion of the term.
(e) The roles of the Finance Committee may be from time to time altered or assigned by the Board but shall include:
(1) Review and monitor financial actions and results of the Council;
(2) Review and recommend to the Board for approval the annual budget of the Council; and
(3) Approve and review at least annually the investment policy of the Council. Review at least quarterly the investment results and recommend any appropriate changes.
Section 7.5 AUDIT COMMITTEE:
There shall be a standing Audit Committee of the Board.
(a) The Chair of the Audit Committee will be a member of the Board and will be appointed by the Chairperson of the Board.
(b) The members of the Audit Committee shall be appointed by the Chairperson of the Board at the annual meeting. The Chairperson will appoint members to fill any vacancies for the un-expired portion of the term.
(c) A majority, but no more than two-thirds, of the Audit Committee members shall be members of the Board.
(d) All members of the Audit Committee must be independent in the meaning of generally recognized audit standards.
(e) The members of the Audit Committee shall have access to financial expertise in the form of a single individual member or collectively among the Committee. The Chair of the Audit Committee shall be a CPA.
(f) The number of Audit Committee members shall be no fewer than five members and no more than nine.
(g) Each member of the Audit Committee shall serve for a term of two years. Approximately 1/2 of the members’ terms shall expire each year. A member of the Audit Committee shall serve no more than four consecutive terms, with the exception of the Treasurer, who shall serve on the Audit Committee as provided below.
(h) The Treasurer of the Board shall serve on the Audit Committee as an ex-officio member without vote and shall not chair the Audit Committee.
(i) The Audit Committee will annually review its actions against generally accepted audit and Development standards and make recommendations to correct any deficiencies.
(j) The roles of the Audit Committee may from time to time be altered or assigned by the Board but shall include:
(1) Hire independent auditors annually and other consultants as necessary;
(2) Review the annual audit of the Council;
(3) Monitor the management letter comments provided by the auditor and ensure corrective actions are taken by the management of the Council;
(4) Conduct executive sessions at least annually with the outside auditor and with key members of the Council management; and
(5) Ensure that internal control policies and procedures are in place in the Council.
Section 7.6 FUND DEVELOPMENT COMMITTEE:
There shall be a standing Fund Development Committee of the Board, chaired by a member of the Board appointed by the Board Chair. The committee’s primary responsibility is generating contributions to fund the general operating and capital expenditures as defined by the annual budgets and projected by the Finance Committee. The Board of Directors, in consultation with the Fund Development Committee, Finance Committee, President/CEO and Fund development staff, will determine the fundraising goal for the Fund Development Committee.
(a) The number of Fund Development Committee members shall be no fewer than seven members and no more than thirteen.
(b) At least one-third but not more than one-half of the members of the Fund Development Committee must be members of the Board.
(c) Each member of the Fund Development Committee shall serve for a term of two years. Approximately one half of the members’ terms shall expire each year.
(d) The members of the Fund Development Committee shall be appointed by the Chairperson of the Board at the annual meeting. The Chairperson will appoint members to fill any vacancies for the un-expired portion of the term.
(e) The Fund Development Committee should include some members with experience in fund development
(f) The Board Chair and President/CEO are ex officio members of the Fund Development Committee
(g) The roles of the Fund Development Committee may from time to time be altered or assigned by the Board but shall include:
(1) Providing leadership to all fund development activities;
(2) Coordinating efforts with the Community Leadership Cabinets;
(3) Developing and updating the council’s fundraising policies and procedures;
(4) Identifying and tracking internal and external trends that could impact the Council fundraising efforts;
(5) Developing long and short-range fund development plans and strategies;
(6) Making an appropriate personal financial gift in support of Girl Scouts;
(7) Partnering with Board Chair in leading solicitation of the board and ensure 100% participation in annual giving;
(8) Identifying prospects and making appropriate cultivation and development calls;
(9) Developing strategies for donor cultivation, solicitation and acknowledgement;
(10) Educating the full Board on the theory and techniques of fund development programs;
(11) Identifying and recruiting leadership and volunteers for fund development; and
(12) Monitoring organizational standards for ethical fundraising and philanthropy.
Section 7.7 COMMUNITY LEADERSHIP CABINET
There shall be standing Girl Scout Community Leadership Cabinet composed of a diverse group of high level and high-profile community leaders in each Management Region. (Examples of community leaders are influential community volunteers, business or civic leaders, individuals from grass-roots community groups, and faith-based leaders, funders, former council board members.) The Girl Scout Community Leadership Cabinets are positioned strategically in the key communities in each Management Region and are not intended to exist in all communities. The Girl Scout Community Leadership Cabinet will work together to promote and foster Girl Scouting in each Management Region’s jurisdiction. At least once a year, the CEO and council board chair may engage members of the Leadership Cabinet in a face-to-face meeting or communicate using technology. Leadership Cabinet members play a pivotal role in connecting Girl Scout councils to local communities.
Duties of the Girl Scout Community Leadership Cabinets include:
(a) Supporting the Girl Scout brand
(1) reinforcing brand messaging
(b) Supporting council fundraising efforts
(1) identifying potential resources
(2) connecting or linking the CEO with funding sources
(3) identifying new funding opportunities
(c) Serving as a catalyst to initiate potential council partnerships and collaborations
(1) leveraging community relationships to assist the council in forming collaborations
(2) assisting the council in making connections into unserved or underserved communities
(d) Serving as the eyes and ears of the community
(1) indentifying community challenges, trends, and strategic issues
(2) identifying community resources
(3) understanding the needs of the community
(e) Serving as the voice for girls
(1) practicing local and state-level advocacy and encouraging girls to participate.
Members of the Girl Scout Community Leadership Cabinets shall be governed by the following provisions:
(a) Appointment of members of the Leadership Cabinet by the President/CEO from nominations from the Membership Connections Committee and ratified by the Board;
(b) Appointment of chair and co-chair by the Board of Directors;
(c) Appointment of local council staff member to provide the level of support needed to assist with the work of the members of the Leadership Cabinet;
(d) The recommended size is at least 15 but no more than 50 members;
(e) Charged by the Board of Directors;
(f) Required membership in the Girl Scouts of the United States of America (“GSUSA”) by each cabinet member; and
(g) Donation of financial resources by members according their means.
Members can interact with the Board of Directors in a number of ways, including the following:
(a) Serve as a Membership Connection Committee Member at Large from the Management Region in which they reside;
(b) Provide feedback on major decisions or key strategic issues; and
(c) Serve on the Board of Directors, Board Development Committee or Board task groups.
Section 7.8 OTHER COMMITTEES:
The Board may designate such other standing committees, special committees, and/or task groups as the Board shall deem necessary or appropriate. Once formed, the Chairperson shall appoint one or more Directors and/or others to serve any such committee. Any such committee shall have the authority designated in the resolution establishing such committee. Notwithstanding the foregoing, no committee shall have the authority to: (a) authorize distributions; (b) elect, appoint, or remove any Director; (c) amend the Articles of Incorporation; (d) adopt, amend or rescind these bylaws; (e) approve a plan of merger; or (f) approve a sale, lease, exchange, or other disposition of any of the Council’s property. The Board may establish any requirements for the development of such committees that comply with these bylaws and applicable law.
Ad-Hoc committees of the Board may be appointed by the Chairperson of the Board as from time to time deemed appropriate for any duration so desired. The Chairperson shall designate the responsibility and charge of such committees. In the appointment of any such committee the Chairperson shall designate the Chair of the committee or serve in that role. Ad-Hoc committee members need not be members of the Board.
Section 7.9 COMMITTEE MEETINGS OTHER THAN IN PERSON:
(a) Meetings by Telephone: Committee members may participate in a meeting by means of conference telephone or similar communications equipment by which all persons participating can hear each other and be heard at the same time. Such participation will constitute presence in person at the meeting.
(b) Action Without a Meeting: Any action required or permitted to be taken at a committee meeting may be taken without a meeting if each committee member, in writing, either (a) votes for such action, (b) votes against such action, or (c) abstains from voting and waives the right to demand that notice of a meeting be given or that a meeting be held. Action is taken under this subsection only if two-thirds of the committee members affirmatively vote for such action. Any action taken under this subsection has the same effect as action taken at a committee meeting and may be described as such in any document. Any action taken under this subsection will be effective when the last writing necessary to effect the action is received by the committee Chair unless the writings describing the action taken set forth a different date. Any writing described in this subsection may be delivered by hard copy or electronic facsimile. Any signed written instruments pursuant to actions with regard to this subsection shall be filed with the minutes of the committee.
ARTICLE VIII – BOOKS OF RECORD, AUDIT, FISCAL YEAR
Section 8.1 Contracts and Debts.
Contracts may be entered into or debts incurred only as directed by resolution of the Board of Directors. However, the Board by resolution may authorize the President/Chief Executive Officer to enter into contracts for the Council.
Section 8.2 BOOKS AND RECORDS:
All records of the Council shall be open for Directors at any reasonable time. The Board shall cause to be kept:
(a) Records of all proceedings of the Board, and committees thereof;
(b) All financial statements of the Council;
(c) Articles of Incorporation and bylaws of the Council and all amendments or restatements thereof; and
(d) Such other records and books of account as shall be necessary and appropriate regarding the conduct of the corporate business.
Section 8.3 AUDIT AND PUBLICATION
The Board shall cause the records and books of account of the Council to be audited at least once in each fiscal year and made public in such a manner as may be deemed necessary or appropriate. The Board also shall make such inquiry as the Board deems necessary or advisable into the condition of all trusts and funds held by any Director, agent, or custodian for the benefit of the Council, and shall retain such person or firm for such purposes as it may deem appropriate.
Section 8.4 FISCAL YEAR:
The fiscal year of the Council shall end on September 30 of each year.
ARTICLE IX – INDEMNIFICATION
Section 9.1. INDEMNIFICATION:
Pursuant to A.C.A. § 4-33-851, and except as provided in Section 2 below, the Corporation may indemnify a Director or officer made a party to a proceeding by virtue of his or her status as a Director or officer, against liability incurred in the proceeding if the following conditions are met:
(a) The Director or officer conducted himself or herself in good faith;
(b) With respect to conduct in his or her official capacity, the Director or officer had reason to believe that his or her conduct was in the best interests of the Corporation; and
(c) In cases of conduct not in his or her official capacity, the director or officer had reason to believe that his or her conduct was at least not opposed to the best interests of the Corporation.
Section 9.2. PROHIBITION OF INDEMNIFICATION IN CERTAIN CASES:
The Corporation shall not indemnify a Director or officer in connection with any proceeding by or in the right of the Corporation in which the Director or officer was adjudged liable to the Corporation, or in connection with any other proceeding charging improper personal benefits to the Director or officer, whether or not involving action in his or her official capacity, in which the Director or officer was adjudged liable on the basis that personal benefit was improperly received by the Director or officer.
Section 9.3. PROCEDURE FOR AUTHORIZING INDEMNIFICATION OF DIRECTORS:
Before the Corporation may indemnify any Director pursuant to Section 1 above, a determination must be made that indemnification of a Director is permissible because the Director has met the standards of conduct set forth in Section 1 of this Article IX. The Board of Directors shall make that determination by a majority vote of a quorum consisting of Directors who are not at the time parties to the proceeding; provided, however, that if such a quorum cannot be obtained, then determination shall be made either by a committee designated by the Board of Directors or by special legal counsel in accordance with A.C.A. § 4-33-855(b) (1)(2) and (3). Furthermore, the Corporation may not indemnify a Director until twenty (20) days after the effective date of the written notice of the proposed indemnification to the Attorney General of the State of Arkansas. The Corporation may pay for or reimburse the reasonable expenses incurred by a Director or officer who is a party to a proceeding in advance of final disposition of the proceeding upon authorization made in accordance with A.C.A. § 4-33-855 and upon satisfaction of all the conditions prescribed in A.C.A. § 4-33-853.
Section 9.4. INSURANCE:
The Corporation shall purchase and maintain insurance on behalf of its Directors and officers to insure against liabilities asserted against or incurred by the Corporation’s directors and officers in that capacity or arising from their status as Directors and officers, whether or not the Corporation would have the power to indemnify them against the same liability under the proceeding sections of this Article IX.
Section 9.5. DEFINITIONS:
The following definitions apply to the indemnification provisions of this Article IX:
(a) Proceeding – “Proceeding” means any threatened, pending or completed civil action, suit or proceeding, whether judicial, administrative, or investigative, and whether formal or informal.
(b) Liability – “Liability” means the obligation to pay a judgment, settlement penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses actually incurred with respect to a proceeding.
(c) Expenses – Indemnification against expenses which is mandated or permitted under this Article IX is limited to reasonable expenses, including attorneys’ fees, incurred in connection with a proceeding.
(d) Ar. Code Ann. – All citation in these Bylaws to “Ark. Code Ann.” or “A.C.A.” shall refer to the Arkansas Code of 1987 Annotated, as amended from time to time by the Arkansas Legislature.
ARTICLE X – PARLIAMENTARY AUTHORITY
The current edition of Robert’s Rules of Order Newly Revised shall be the parliamentary authority of the council for all its meetings.
ARTICLE XI– INSURANCE
The Council shall purchase and keep current at all times appropriate insurance to protect the interests of the Council to include its operations and potential liability. The Council shall insure each person who is, or was, a Director, officer, volunteer or employee of the Council against liability incurred or asserted against such person or persons while serving in such capacity on bone-fide business of the Council.
ARTICLE XII – GENERAL STANDARDS OF CONDUCT
FOR DIRECTORS AND OFFICERS
Section 12.1 DISCHARGE OF DUTIES:
Each Director or officer shall discharge his or her duties in good faith, with the care a prudent person in a like position would exercise under similar circumstances and in a manner the Director or officer reasonably believes to be in the best interests of the Council. Each director and officer must also conform to Conflict of Interest Policies established by the Council.
Section 12.2 RELIANCE ON INFORMATION, REPORTS, ETC.:
In discharging duties, a Director or officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by (a) one or more officers or employees of the Council whom the Director or officer reasonably believes to be reliable and competent in the matters presented; (b) legal counsel, a public accountant, or another person as to matters the Director or officer reasonably believes are within such person’s professional or expert competence; or (c) in the case of a Director, a committee of the Board of which the Director is not a member if the Director reasonably believes the committee merits confidence.
Section 12.3 UNWARRANTED RELIANCE:
A Director or officer is not acting in good faith if the Director or officer has knowledge concerning the matter in question that makes otherwise permitted reliance unwarranted.
Section 12.4 CONFLICTS OF INTEREST:
The Board shall maintain a policy regarding conflicts of interest, which shall require that each Director sign a document indicating any conflict and or potential conflict with his or her service on the Board. The Executive Committee shall be the point of resolution of any conflict or potential conflict of interest.
ARTICLE XIII – AMENDMENTS
The Board may amend the Council’s Articles of Incorporation and these bylaws to include or omit any provision that could be lawfully included or omitted. Any number of amendments, or an entire revision or restatement of the Articles of Incorporation or bylaws, may be submitted and voted upon at a single meeting of the Board and be adopted at such meeting, a quorum being present, upon receiving the affirmative vote of not less than two-thirds of all duly qualified and seated Directors. Any proposed amendments shall be presented to the Directors not less than 30 days prior to the meeting at which action to amend the Articles of Incorporation or bylaws is to be taken by the Board. Any proposed amendment shall also be presented to the Membership Connection Committee in sufficient time to obtain feedback to the Directors.
ARTICLE XIV – SEVERABILITY
If any provision of these bylaws is declared invalid and of no further force and effect by a court of competent jurisdiction, the other provisions of these bylaws shall remain in full force and effect.
Adopted: ___________, 2008
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Secretary, Girl Scouts-Diamonds of the Ozarks, Delta, and Piney Woods
Legislative History:
We held a long discussion regarding the issues of girls serving as members on the board. The concensus was that girls are important, and need to be part of a girls’ advisory board or something similar, but that it is not appropriate to have girls on the Board of Directors because of legalities involved.
We strongly suggest that the Board Development Committee also make plans and set up procedures to train and educate members of all Board Committees, thus improving the chances of developing individuals who may one day become Board Members.
The system of placing a Co-Chair in each Board Committee, who knows she or he will assume the responsibilities of Chair of that committee for the next term, is strongly encouraged.
We feel that the active participation and input from the Membership Connection Committee is critical to being able to meld the Council into an entity that serves the whole state.
We feel that the following sections in the Finance Article that are listed in the legacy council’s bylaws: Contributions, Depositories, Approved Signatures, Bonding, Budget, Property, Financial Reports, Legal Counsel, and Investments, should be policies and procedures from the Finance Committee and not included in the Bylaws.
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