Governance Challenges on the Local Level

If you’ve followed my blog, you’ll know that I’ve been a big advocate for healthy governance within Girl Scouting for quite a while now, and I’ve attempted to take action to shore up what I see as deficiencies including starting a website devoted to Girl Scout governance, writing a National Council Session proposal establishing a task group to study governance within the Movement, and authoring a white paper in 2019 about restoring the democratic process to Girl Scouting. Steps have been taken on the national scale by GSUSA to initiate a deep dive into governance which includes a partnership with Harvard, but it’s limited to a national scope. While I’m happy to see some action, I’m a little skeptical if there will be any long term effects because of where we stand with local governance. I question how we can model good governance nationally when we’re struggling to implement it successfully on the council level. But recently, I realized I’ve never really written in-depth about council governance models, so that brings me to this post where I will delve into it and also discuss what I foresee as a possible trend.

Two years ago, I conducted a study on council bylaws based on 90 sets of council bylaws and published my findings on GirlScoutGovernance.com. I was not able to procure all 111 sets for various reasons, and some bylaws have been updated since that time, but the study can at least give us a rough snapshot of certain aspects. Based on this study, I found there are three models of governance across Girl Scout councils: delegate, membership, and self-perpetuating boards.

A delegate based system consists of either elected or appointed delegates representing the membership at meetings of the council. In my bylaws study, this type comprised 83% of council governance systems. Usually, delegates are elected by service units or associations. In most councils with this system, the delegate body elects board members, board development committee members (if applicable), and National Delegates. Additionally, most delegate bodies have the authority to amend the bylaws and Articles of Incorporation. While the board of directors has authority over the affairs of the council, it is still responsible and reports to the delegate body by virtue of its election.

A membership based system works differently than one with delegates, because in this type, individual members of the council (usually 14 years or older and currently registered) represent themselves, and each member gets one vote.  In the early days of Girl Scouting, this model was prevalent due to the smaller size of councils in both membership and geographic size. As with delegate bodies, members of the council elect board members and amend their bylaws. Ten percent of councils in my study had membership based systems.

Another form of governance system consists of a self-perpetuating board with no voting body representing the membership. Most nonprofits in the United States use this form of governance in which the board recruits and elects its own members. The board also has sole authority to amend the organization’s bylaws and governing documents. Per my study of council bylaws, I came upon ten councils that have self-perpetuating boards making up 11% of systems. I know of one more in which I was unable to review their bylaws, so I’m aware of eleven councils in total. Most self-perpetuating boards in councils incorporate some sort of advisory committee that may or may not have operational volunteers and/or older girls on them, but not all. In the late 1990s, GSUSA published a series of monographs on governance and reviewed the types of models at councils in them. A self-perpetuating board was not mentioned as one of the models, so I am unaware if this is a relatively recent development in Girl Scouting or not.

When it comes to the delegate model, it’s no secret that a lot of councils struggle with it. Service unit teams find it hard to persuade volunteers to fill the slots, and attendance at delegate meetings is hit or miss. While this system mirrors own our national governance model, we face some challenges with it. First, the volunteer base as a whole is not as engaged or committed to Girl Scouting as it has been in previous decades for a variety of reasons, and most folks aren’t willing to take on additional duties outside of their troops such as serving on a service unit team. Also, most volunteers – even the ones who are devoted to Girl Scouting – aren’t interested in governance. That is, until something grabs their attention like a camp sale announcement. Then there’s a scramble, and a lot of ground has to be made up in a short period of time to become organized and educated about parliamentary procedure and governing documents. But by and large, governance is seen as a dry and boring topic, and most don’t see the importance of it until something hits home. However, I’ve found there are those volunteers who will support the delegate role if they’re educated about it. You just have to reach out to them.

What can be done about this? I’ve given it a lot of thought through the years, and I believe there are possible solutions, but it takes effort. Earlier this year, I submitted a proposal to my local council (GSSC-MM) on ways to engage the delegate body. In addition to willing and engaged volunteers, work is necessary from council staff and board members. Councils and boards need to provide training to volunteers to educate them about governance and its importance. And here’s where a lot of councils fall down on the job. In their defense though, a good many are struggling to keep up with day-to-day operational duties and maintaining the health of the council. Governance falls down on the priority scale when this happens. And, let’s be honest – not a lot of council board members or staff really have a firm grasp on governance themselves. So what are we left with? Delegates who have no idea what they’re supposed to do and frustrated council leadership dealing with disinterested delegate bodies.

Another challenge is the large geographic size of many councils. The mega-mergers from the early 2000s created a situation that involves significant travel for in-person delegate meetings for a lot of volunteers. I’ll give you a personal example. I have to drive an hour and a half for our council’s annual meeting which usually only lasts about an hour. Therefore, I have three hours of drive time in one day just for a one hour meeting. And usually, all we’re doing is listening to the stewardship report and rubberstamping the board slate. Sometimes they throw a lunch in there. As you can imagine, not a lot of volunteers are going to commit to something where they feel like they’re not doing anything productive. So for that reason alone, councils that incorporate award banquets and other celebratory events usually have a better turnout than those that only just schedule a business meeting.

In case you’re wondering why attendance and engagement is a big deal when it comes to delegate bodies, I probably ought to explain a few things. First, according to most state nonprofit acts, nonprofit organizations with voting members are required to host an annual meeting. At these annual meetings, important action is taken including electing members of the board and amending bylaw amendments. In order for these annual meetings to be recognized by the state, a quorum must be present. A quorum is the minimum number of voting members present at a meeting in order for the business of the society to be validly transacted. Quorums should be established in an organization’s bylaws, and according to Robert’s Rules of Order Newly Revised (RONR), it’s up to an organization to determine what its quorum should be. It is usually a small number or percentage of the voting body that can reasonably be depended on to attend a meeting. If a quorum is not present at a meeting, then no action can be taken with the exception of a few motions that either try to establish a quorum or delay the proceedings to another time. Outside of that, any business transacted in the absence of a quorum is null and void. So in other words, if you don’t have a quorum, you can’t elect board members, nor can you take action on bylaws if amendments are needed. Not to mention, staff have had to secure a location to host the meeting and organize it. So obviously, it’s a big deal if you don’t have a quorum.

Some councils are already having issues with quorums, and instead of examining the root cause of why delegates don’t attend meetings (lack of education on governance, lack of motivation, or feeling unimportant) or by simply lowering their quorum and/or making it less restrictive, they look to other solutions – like switching to a different governance system altogether.

Something I have learned recently from my studies in parliamentary procedure is that we should be realistic when it comes to meeting attendance. There’s a reason why quorums are set as low as they are because most meetings in general do not have great attendance regardless of the organization. That’s just our society in this day and age. Most state nonprofit acts set a default quorum of 10% for the voting body. Council bylaws in general average about 25% of the delegate body for their quorums plus a good many incorporate a requirement such as having a majority of service units represented. While I definitely understand the principle behind it, I don’t know that it’s really necessary. Maybe we ought to reevaluate that.

Both the delegate and membership models have the democratic process automatically built into their systems. With a self-perpetuating board model, the board must of its own accord create advisory committees or offer board member positions to operational volunteers and older girls in order to hear their voices. And with the board holding all authority over bylaw amendments, these committees and positions are not necessarily written in stone. A board could certainly decide they are no longer necessary and remove them from their bylaws if it so wished.

The democratic process was once an integral part of the organization from the national level all the way down to troops in the field. But in the rush of trying to keep councils afloat and due to the effects of the Core Business Strategy implemented 20 years ago, we’ve lost the plot in a lot of places. GSUSA has recently attempted to do more to bring attention to the democratic process when it comes to national governance, but I don’t believe there will be a trickle down factor to councils without more hands-on tactics and direction from GSUSA. And frankly, I’m not sure if a lot of national or council leadership really trust volunteers when the rubber meets the road. I’m still a firm believer that the democratic process works and that it can be the solution to our issues, but sometimes I wonder if I’m fighting a losing battle.

It’s a gut feeling of mine that over time, more and more councils will attempt to move to a self-perpetuating board model. Turnover in the council CEO position is high which means increasing numbers of leadership stem from outside of Girl Scouts where they may not have much experience with delegates or membership based bodies since most nonprofits and organizations do not utilize these models. I’m personally skeptical of the self-perpetuating board model for councils for one reason. I’ve never found anyone who can answer this question for me: if a self-perpetuating board becomes corrupt or dysfunctional, what can be done to break the cycle before the organization goes under? “Term limits” is usually given as an answer, but if the board is already dysfunctional, it will just continue to recruit and onboard the same kind of element. If you know of a solution to this issue, please let me know because I’m genuinely curious. Having another party to elect board members adds a layer of oversight that is not possible with a self-perpetuating board. I realize most delegate bodies just rubberstamp board slates, but I’ve actually worked with delegations who organized to root out board members that they deemed ineffective and installed others more aligned to the membership’s vision through nominations from the floor. They were able to turn their council around and point it toward a productive path.

All that said, there is one council that uses a hybrid form of both a self-perpetuating board and delegate model, and that’s the Colonial Coast council. Delegates are elected by service units and have the authority to amend the council bylaws. Additionally, they elect up to two members of the delegate body to serve on the board of directors (without vote) and another two to serve on the council’s board development committee (BDC). The delegate body can also elect members of the body to serve on board committees other than the BDC. The council’s board of directors elects National Delegates and new board members based on slates prepared by the BDC. There are actually two “annual” meetings – one is for delegates and a separate one (the official “annual meeting”) is for board members. What’s interesting about this model is the inclusion of delegates serving on board committees and the board itself and that this is codified in the bylaws. By the delegate body holding authority over the bylaws (as opposed to the board), Colonial Coast’s model still has elements of checks & balances which are essential to ensure that council leadership doesn’t abuse powers. It’s not a perfect system as it doesn’t answer the question of how to break out of a dysfunctional board environment, but it does safeguard the election of board members in the case a quorum of delegates isn’t met.

However, as with any model, it still requires that council leadership understands the importance of governance and respects the voice of volunteers and older girls. Without this, it would be easy to slide into a position where the delegate body doesn’t elect responsible members to the board or committees, and in turn, the board of directors becomes isolated from the true input of the field.

There’s no perfect solution, but there are steps that can be taken to shore up our democratic process within our Movement. It’s too important to just toss it to the side for the sake of convenience. Regardless of the model, what’s key is understanding the importance of healthy governance and respecting the input of all stakeholders. By doing this, we can ensure that the democratic process continues for future generations of Girl Scouts.