A Study of Council Bylaws

The democratic process has always been an integral part of Girl Scouting throughout its history. In 1996, a study was completed by a national task group established by a proposal passed at the 1993 National Council Session. This task group was directed to study the democratic process on both the council and national levels in Girl Scouting.  Over a period of two years, it ran focus groups and conducted surveys over different audience groups to gather its research and reached a number of conclusions.

We know of no other study conducted since the task group reported its results in 1996, and Girl Scouting has changed immensely in the years following its review. Our national organization still claims that it uses the democratic process, but does it extend to the council level? Councils are tasked in the “Criterion and Standards for an Effective Girl Scout Council” section of the Blue Book of Basic Documents to do so:

The council actively seeks to strengthen the stakeholder involvement and interaction to ensure that the membership is involved in influencing major policy decisions and helping to set strategic direction.

One piece that the 1996 task group did not undertake was a study of council bylaws. Bylaws can be one way to ensure that the democratic process is safeguarded in councils by setting up checks & balances of power among voting bodies and boards of directors.  Plus, when used effectively, procedures in bylaws allow for a cross-section of voices to be heard. Bringing together all voices – operational volunteers, council staff, board members, and older girls – creates a cooperative and productive environment. These four separate groups then work together to come up with creative solutions to successfully carry out the mission of Girl Scouting.

The following is a brief report studying the various bylaws of Girl Scout councils as of March 2023. Council bylaws vary in numerous ways within their jurisdictions. This report attempts to categorize and count the more common requirements and provisions that one could find in a typical nonprofit’s bylaws and in particular, focuses on those bylaw provisions which safeguard the democratic process.

Out of 111 councils, thirty-seven (33%) do not have their bylaws available on their website. Of those 37, we attempted to contact their Customer Care departments either via email or the council website’s Contact Us form. One council’s form kept throwing an error, and we couldn’t find any email addresses to use in place of it. Out of the other 36, twenty-two responded. Sixteen provided a copy of their bylaws. Three other councils refused the request, and the remaining three either sent the wrong file and/or stated that they would follow up later but didn’t.

The following report is based on a study of the 90 sets of bylaws that we were able to attain.

When it comes to the types of governance structures, here is the breakdown:

• 83% are delegate-based (75)
• 10% are membership-based (9)
• 7% are board-only (6)

COUNCIL BOARDS OF DIRECTORS

Ten councils (11%) have self-perpetuating boards meaning the board itself elects and re-elects board members as opposed to an election held by a separate assembly. Four of these councils have a delegate system in place, but their delegates do not elect board members. In fact, in two of those four councils, delegates do not vote for anything at all at their annual meetings unless the board directs them to do so. Councils that have self-perpetuating boards should be very careful to solicit feedback from the membership and respect that voice as a part of the decision-influencing process; otherwise, the board will make decisions in a vacuum which put the council’s health at risk.

Twenty-nine boards (32%) have the authority to amend their council’s bylaws, but in some cases, there are restrictions placed on the board such as not being able to modify the number of board members or that certain sections cannot be amended without a vote of the entire voting body. One board has the authority to amend the bylaws only if a bylaw proposal is presented at an annual meeting but the quorum isn’t met. In a delegate and membership-based system, a board should not have the unilateral power to amend the bylaws at will without being checked by the voting body. It opens the door for the board to add language that suppresses the power of the membership and its voice, or while unlikely, the board could decide to do away with the voting body altogether since it would have that authority.

Six boards (7%) do not have term limits for board members. Term limits are recommended by BoardSource in order to provide balance and to guard against staleness.

Eighty-one councils (90%) have a Board Development Committee (BDC) or some form of a separate committee independent from the board. Most BDCs are composed of both board members and non-board members from the community and in most cases are elected by a voting body.

Seven boards in a delegate-based system (8%) have the authority to remove delegates without cause; however, in the case of one council, this can only be done at the request of the service unit (SU) that elected the delegate. With the exception of the last council mentioned, this provision has the potential to be abused in order to silence delegates who might be outspoken or express views that are contrary to the council’s leadership.

Thirty-eight councils (42%) allow for girl board members. Girl board members must be either 14 or 16 and up. None have voting rights. In one council, in addition to girl board members, there is a “Girl Board Chair” who assists the Board President and attends Executive Committee meetings in addition to regular board meetings.

Eleven councils (12%) have a Girl Advisory Committee, and six councils (7%) have Volunteer Advisory Committees.  Note that this does not necessarily mean councils do not have them in place. These numbers are solely based on whether or not a council’s bylaws specifically establish girl and volunteer advisory committees. Four of the six councils with board-only governance systems feature advisory committees.

COUNCILS WITH A VOTING BODY

In this report, “voting body” refers to a collection of voting members that are made up of persons who are 14 and up and who are NOT board members, BDC members, or National Delegates.

Councils with a voting body consist of those with either a local delegate or membership-based system of governance. In a membership-based system, each registered member of the council 14 years and older is allocated one vote. In systems with local delegates, they can be either elected or appointed.

The percentages noted in this section are calculated out of the 84 councils with a voting body.

Sixty-six councils with a voting body (79%) allow for nominations from the floor. This process guards against abuse of the single slate system which most councils employ for elections at annual meetings. However, some institute internal vetting by the BDC or a board committee as a part of the process. Vetting internally means that after checking a candidate’s qualifications and integrity (as is done normally), the BDC or a board committee makes the final decision as to whether or not the candidate can be included in the election. If there is a possibility that the candidate won’t be included for whatever reason before the decision even reaches the assembly, it invalidates the purpose of nominating from the floor. Ultimately, the voting body is who should be doing the vetting.

Here is the breakdown when it comes to authority for councils with a voting body:

• 96% (81) amend the bylaws (and when specified, the Articles of Incorporation)
• 96% (81) elect National Delegates
• 95% (80) elect board members, officers, and BDC members
• 95% (80) can call special meetings when certain requirements are met
• 14% (12) allow for voting by proxy
• 27% (23) have the ability to remove board members

In councils with a voting body, 58% (49) have some sort of process to submit proposals for annual meeting agendas. However, only five councils have specific language in their bylaws that direct proposals being placed on the annual meeting agenda (if certain criteria are met) regardless of whether the board approves of the proposal or not. This is much like what is allowed in the GSUSA Constitution in Section 1b. of Article VI/Proposals to the National Council. It is possible that there is a process in place at other councils, but this report counts only those who have this provision in their bylaws — meaning that the process cannot be amended easily. If the process is established and controlled by the board or council staff members, then it is possible that it could be changed at will without any input from the voting body. In councils where the voting body is allowed to call a special meeting (95%), members can place business items on that meeting’s agenda without approval from the board, but the items must be specifically listed in the call to meeting.

DELEGATE-BASED SYSTEMS

Note that use of the word “delegate” in this section refers to a council’s local delegates and not National Delegates. Every council is allocated a certain number of National Delegates, but not every council has local delegates. Elections for National Delegates have a completely separate process from local delegate elections, and the two types of delegations serve different purposes.

Also note that singular use of the word “delegate” in this section refers to a member of a voting body that is not a board member, BDC member, or a National Delegate. These type of delegates usually serve in volunteer roles or can be girls 14 (or 16 depending on the council) years and up. Delegates under 18 years old do not necessarily have the power to vote in all councils. In others, the voting members as a whole (which would include board members, BDC members, and if specified in the bylaws, National Delegates & Alternates) are referred to as the “delegate body” which can cause some confusion when it comes to defining a “delegate.”

The percentages noted in this section are calculated out of the 75 councils with a delegate-based system.

Seventy (93%) of these councils’ delegates are elected by service units (SUs) or a regional area equivalent. In the other five councils, delegates are either nominated by the membership or apply for the position themselves, and the slate of delegates is put together by the BDC or by council staff and are then approved by the board. Without election by the membership, there is the potential that delegates could be hand-picked by council leadership who only choose members who they know have like-minded opinions. A willingness to hear other voices and viewpoints is one of the keys to the democratic process, and leaving the decision for who will represent the membership in the hands of one or a few people’s hands won’t necessarily bear this out unless the council leadership implements a fair and equitable process to select delegates.

Twenty-three councils (33%) allow for additional delegates-at-large. Delegates-at-large are elected or approved by the board if it chooses to add them. In most cases, the purpose of delegates-at-large is to ensure that the entire jurisdiction and demographics of the council are represented if the elected delegate body doesn’t meet those criteria.

There is a provision for alternate delegates in 51 councils with delegates (68%). Again, this doesn’t necessarily mean councils don’t have alternates but only that their bylaws do not specify that they be elected. Robert’s Rules of Order Newly Revised (RONR) states that alternates should be elected “[t]o ensure as complete representation at the convention [or meeting] as possible…. (58:3).” If a delegate cannot make a meeting for whatever reason, the spot goes unfilled if there’s not an alternate to cover it or if proxy voting is not allowed – which means that’s one less voice that could be heard.

In 28% (21) of delegate-based councils, delegates have term limits. Interestingly, two councils have term limits for their delegates, but not for board members.

When it comes to establishing how many delegates are allocated toward SUs/regional areas, 57% (40) of councils with elected delegates base the number off of a board-established formula (also like what is done in the GSUSA Constitution in Section 5 of Article IV/The National Council). In 40% (28) of councils with elected delegates, SUs/regional areas are allocated a certain number based on girl numbers. The remaining 3% (7) have a set number per SU/regional area regardless of size.

In councils with elected delegates, 64% (45) have bylaws that mandate that, at the very least, a majority of the voting body be composed of elected delegates. This serves as a way to ensure that the membership voice’s is heard and a decision is not automatically approved or denied by the board of directors, who by way of the bylaws, has the power to enact decisions made by the voting body (of which it is a part). If the number of board members is larger than the delegate body, then that means the membership would never have the opportunity to override the board’s decisions if it feels that a decision would be better served another way.

SUMMARY

After reviewing the results, it is obvious that provisions for the democratic process in some form or fashion is in place within many councils’ bylaws. However, there are some council bylaws that have the potential to suppress the democratic process if abuses take place. All that said, if voting members aren’t educated and engaged and do not understand the importance of governance, then the democratic process will not be carried out regardless of how a council’s bylaws directs its members.

OTHER NOTES

The following council bylaws were not included in this study:

• Caribe Girl Scout Council
• Girl Scouts – Dakota Horizons
• Girl Scouts – North Carolina Coastal Pines
• Girl Scouts – Spirit of Nebraska
• Girl Scouts Heart of Michigan
• Girl Scouts of Central and Western Massachusetts
• Girl Scouts of Central Illinois
• Girl Scouts of Greater Iowa
• Girl Scouts of Gulfcoast Florida, Inc.
• Girl Scouts of Hawaii
• Girl Scouts of Kentucky’s Wilderness Road Council, Inc.
• Girl Scouts of Maine, Inc.
• Girl Scouts of Manitou Council, Inc.
• Girl Scouts of Middle Tennessee, Inc.
• Girl Scouts of Northeast Texas
• Girl Scouts of Northern Indiana-Michiana, Inc.
• Girl Scouts of Southern Nevada, Inc.
• Girl Scouts of Southwest Indiana, Inc.
• Girl Scouts of Suffolk County, Inc
• Girl Scouts of the Desert Southwest – Southern New Mexico & West Texas
• Girl Scouts of Wisconsin Southeast

RESOURCES

• Links to council bylaws
• The matrix of this study
• The 1996 Task Group results