Sometimes volunteers have governance related questions regarding councils and whether or not they are faithfully following their bylaws. Why is this a big deal?
Before beginning, we would like to emphasize that if you are a delegate or a voting member of your council, it is IMPERATIVE that you become very familiar with your council’s bylaws.
What are bylaws? Bylaws are the rules and regulations created by an organization or a corporation to provide a framework for its governance, operations, and management. For most Girl Scout councils, the bylaws:
- set forth a purpose
- establish the membership (whether they are all registered members 14 years and up or elected delegates)
- establish a board of directors, board officers, committees, and National Delegates
- establish procedures as to how these groups are elected and the duties of each
- set up annual business meetings and define a quorum (the required number of attending members of that body that have to be in attendance at the meeting in order to officially conduct business)
- specify how amendments to the bylaws can be made, and
- establish any other duties that may, from time to time, occur at the annual business meeting.
Some council bylaws go more in-depth than others. The exact content of the bylaws is determined in part by state law, in part by what GSUSA recommends for inclusion, and in part by the membership at the time the bylaws are reviewed and adopted. A few councils have decided to take approaches other than to have an annual business meeting in either a “town hall” format (all registered members 14 and up are members) or a delegate assembly. In these cases, the bylaws usually set up a board of directors that essentially has all governance powers more commonly given to the membership at the annual meeting, and the council may or may not have any way for the membership to influence the board’s decisions.
In addition to bylaws, in some states the council may have Articles of Incorporation or other similar documents which establish very basic operations for the council to conduct business under the laws of that state. Articles of Incorporation and similar documents often require a council to establish bylaws and be governed by them.
The overall Girl Scout organization acts as a federation in that each council is its own 501(c)(3), or nonprofit. This means councils have their own individual set of bylaws and board of directors. GSUSA issues charters to councils which allow them such privileges as the ability to call itself part of the Girl Scout organization, register members as Girl Scouts, use the logo and trademarks, and raise money to support the mission of Girl Scouting in that geographical area. A more detailed article about this relationship can be found here.
Because each council is its own 501(c)(3) organization, it’s subject to the nonprofit laws and other laws of the state in which the council is incorporated. This is one reason why bylaws and other legal documents differ from state to state. All states have a nonprofit act overseen in most cases by its Secretary of State that determines how organizations should operate in order to be considered a nonprofit in that particular state. It’s important for councils to follow these regulations closely, because losing a nonprofit and tax-exempt status would be catastrophic to the council’s future. This means it would no longer be recognized as a nonprofit entity and would be subject to the same regulations as corporate (for profit) businesses. The council’s revenue would no longer be exempt from state and federal income taxes. Individuals and foundations are much less likely to donate to a council that has lost its tax-exempt status due to not receiving a tax deduction from the donation. Not to mention, the council would lose its charter from GSUSA.
So how does this tie in with a council’s bylaws? Bylaws and other legal documents governing a council’s activities are created for a reason. Not abiding by them leads to a slippery slope wherein checks and balances aren’t followed and people can overstep their authority, putting the organization at risk for things such as ineffective leadership, poor decision-making, and fraud. Additionally, the state’s nonprofit act MANDATES that organizations follow their bylaws. They are legally bound by them. ANY action taken by a board or a delegate body in violation of their bylaws could legally be considered null and void. In a worst case scenario, a council could lose its nonprofit status due to bylaw violations if they are found guilty of doing so by the state. So as you can see, there could be disastrous consequences if bylaws aren’t treated with respect.
Who determines that the council follows its bylaws? The buck stops with the council’s board of directors. One of a board member’s fiduciary duties is of obedience, meaning they are legally responsible to make sure a council abides by all applicable laws and regulations and that it doesn’t engage in illegal or unauthorized activities. As for who specifically oversees this, it can vary by council. In some cases, the board itself, or its executive committee, assumes this responsibility. Or, the board may establish a governance committee to review the processes and procedures of bylaws and to ensure that they’re followed. In others, there may be a governance manager on staff. The council’s CEO could also fulfill this duty.
What should you do if you suspect your council’s leadership isn’t following the bylaws? First, review your bylaws carefully and make certain you understand them. It’s also a good idea to review your state’s nonprofit act. Not sure where to find it? The IRS offers a starting point. Next, assume there’s been an innocent mistake. Report the bylaw violation to the appropriate governance contact for your council, and in good faith, give them a chance to acknowledge and correct the mistake. If you don’t know who you should speak to, the board chair is a good place to start.
Unfortunately, there are cases where bringing the issue to the local council leadership doesn’t solve the issue, and the member reporting it is either ignored, or worse, becomes the target of retribution. What do you do if the non-compliance continues even after attempting to work through it on the local level?
If you question whether the board as a whole hasn’t been made aware of these violations – because it would be prudent for board members to know – then attempt to contact them. If your board’s contact information is not available, internet searches sometimes yield results. Also check your state’s nonprofit act, because in many cases, members can request the board’s contact information under certain circumstances.
A reasonable question to ask is whether you should go to GSUSA. Realize this – since councils operate independently due to our organization’s federated governance structure, GSUSA will likely only advise you to work with your local council to correct the situation. That said, GSUSA offers services directly to council leadership who have any questions about governance. Although these services do not normally extend to volunteers, it still may be important for GSUSA to know an issue may be brewing in case they are called for advice by the council’s leadership. It’s unrealistic, under the federated system of governance in Girl Scouting, to expect that GSUSA will intervene in a dispute between a volunteer and a council in any visible way. If a council’s leadership makes the conscious decision to ignore reported governance violations, not make any attempt to rectify them, and continues to engage in this behavior, then there is not much GSUSA can do other than threaten a council’s charter once there’s been willful non-compliance. Also note that most likely, GSUSA will contact your council after you notify them and could also give your name as the one who contacted them.
After this point, there are only a few routes you can take, and it’s up to you as to which way you want to go. The first is to drop it and allow the violations to continue. The second one is to report the violations to the secretary of state (or whoever oversees nonprofits in the state where the council is registered as one). Third, you can contact an attorney specializing in nonprofit governance. In the second and third cases, you will need to have documentation of what occurred, when, and what conversations you’ve had to attempt to bring the non-compliance to the attention of the local council leadership.
Obviously the last two paths are extreme and the best scenario is for this to be worked out on the local level. However, if you feel the mission of Girl Scouting would be more damaged by allowing violations to continue, then you should consider what direction to go in thoughtfully and courageously.