The following Constitutional changes were approved during the 2002 National Council Session:
1. Updated Credentials/Membership Dues and Procedures for Registration to reflect annual membership dues raise from $7 to $10.
2. Replaced the words “Girl Scout lone troops” and “lone troops” with “USA Girl Scouts Overseas” throughout the Blue Book.
3. Amended Constitution/Article XI/Officers/Section 1:
The officers of the corporation shall be the President; the First and Second Vice Presidents, who shall have the working titles of Vice Chairs; the Secretary; the Treasurer; the National Executive Director; the Controller; and such other officers as the Bylaws may provide.
4. Replaced the words “National Executive Director” with “Chief Executive Officer” throughout the Blue Book.
5. Replaced the word “Controller” with “Chief Financial Officer” throughout the Blue Book.
6. Amended Constitution/National Board of Directors/Article X/Section 4 from:
Any National Board member who is absent from three consecutive entire National 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 National Board of Directors, shall be notified to this effect.
Any National Board member who is absent from two consecutive National Board meetings in their entirety without good cause, acceptable to the President or designee, shall be removed from the National Board by a majority vote of the National Board members present and voting at any regular meeting of the National Board of Directors. Further, a National Board member may be removed with or without cause by a three-fourths vote of the total number of the National Board of Directors.
7. Amended Constitution/Article XI/Officers/Section 7 to be struck completely:
An elected officer of the corporation may be removed with or without cause by vote of three-fourths of the total number of the National Board of Directors.
8. Amended Constitution/Article XII/National Nominating Committee and Nominations with the addition of Section 5:
Any National Nominating Committee member who is absent from two consecutive National Nominating Committee meetings in their entirety without good cause, acceptable to the National Nominating Committee Chair, upon recommendation Of the National Nominating Committee to the National Board of Directors, shall be removed from the National Nominating Committee by a majority vote of the National Board members present and voting at any regular meeting of the National Board of Directors. Further, upon recommendation of the National Nominating Committee to the National Board of Directors, a National Nominating Committee member may be removed with or without cause by a three-fourths vote of the total number of the National Board of Directors.
Additional changes include:
1. Amended Bylaws/Article I/Meetings of the National Board of Directors:
3. A majority of the National Board members must be present (in person or linked by telecommunication or by means such that all members participating in the meeting are able to hear one another) to constitute a quorum for the transaction of business. In the absence of a quorum, a majority of those present for the meeting (in person or by telecommunication) at the time and place set for the meeting may take an adjournment from time to time until a quorum shall be present or set a time for another telecommunication linkage to ensure the presence of a quorum.
2. Amended Bylaws/Article II/Officers:
1a. The President, who shall have the working title Chair of the National Board of Directors, shall be the principal officer of the corporation and shall preside at all meetings of the National Council, the National Board of Directors, and the Executive Committee, except such meetings for which the duty of presiding is delegated to another officer elected by the National Council the First Vice President, Second Vice President, Secretary, or Treasurer. The President shall perform such duties as are usual to this office and such other duties as are prescribed elsewhere in the Bylaws. The President shall be responsible for seeing that the Fines of direction given by the National Council and the action of the National Board of Directors are carried into effect and for reporting to the National Council and the National Board of Directors as to the conduct and management of the affairs of the corporation. The President shall be ex officio a member of all committees established by the National Board.
1b. The Vice Presidents, who shall have the working title of Vice Chairs, in order of their rank, shall perform the duties of the President in case of the President’s absence or disability, and shall assist the President in such duties as the President shall assign.
1d. On behalf of the National Board, tThe Treasurer shall be responsible for all transactions pertaining to the corporation’s finances, causing all things to be done necessary provide effective stewardship, control, and oversight of the corporation’s fiances and shall delegate specific duties to the Chief Financial Officer (CFO) and the Assistant Treasurer, if necessary, to execute directives of the National Board of Directors in connection therewith, including but not limited to the receipt, custody, disbursement, and borrowing of money; the receipt, custody, and disposal of securities; the execution, in the name of the corporation, of all contracts or other instruments authorized generally or specifically by the National Board of Directors. The Treasurer shall be ex officio a member of the Finance Committee. The Treasurer shall perform such duties as are usual to this office and may delegate specific duties to the Controller and the Assistant Treasurer, if appointed.
3. Amended Bylaws/Article IV/Executive Committee:
2. The Executive Committee shall consist of no more than 18 members, among whom shall be those officers of the corporation elected by the National Council, the President, the First Vice President, Second Vice President, Secretary, and Treasurer, the Chair of the National Nominating Committee, and no less than two nor more than 11 members-at-large from the National Board of Directors. Those members-at-large shall include the International Commissioner and the respective chairs of the standing committees established by the National Board, and, if appointed, the Assistant Treasurer. The National Executive Director Chief Executive Officer and Controller Chief Financial Officer shall be ex officio members without vote. At the meeting of the National Board of Directors immediately following the regular session of the National Council, the National Board shall elect the members-at-large from nominations submitted by the President. At least two of the members-at-large shall be persons who did not serve on the Executive Committee during the preceding three years. A vacancy among the members-at-large shall be filled by the National Board for the remainder of the unexpired term.
4. Amended Bylaws/Article X/Amendments:
These Bylaws may be amended by a majority of those present (in person or linked by telecommunication as described under Article l, Section 3 of the Bylaws) and voting at any meeting of the National Board of Directors, or present and voting at any meeting of the National Council, provided that the proposed amendment shall have been included in the call for the meeting.
5. Addition to Policies:
Internet Sales
Sales on a Web site on the Internets of any products sold in council-sponsored product sales, such as Girl Scout cookies, candy, nuts, calendars, or magazine subscriptions, may not be conducted by anyone at any time.
Sales on the Internet of Girl Scout merchandise, such as uniforms, insignia, publications, and equipment, may only be conducted by duly authorized and licensed Girl Scout councils, council shops, retail agencies, and/or GSUSA-licensed vendors. Permission to sell on the Internet must be obtained from GSUSA.
For safety and security reasons, sales on the Internet for any Girl Scout troop/group money-earning activities may not be conducted by individual girls, parents, or other adults.
6. Removed footnote from Credentials/Girl Scout Council Charter:
2 The years 1997 to 2000 have been designated by the National Board Of Directors as the transition period from a six-year charter to a four-year charter. During this period, all Girl Scout council charters will be issued through a modified process and submission of an Application for a Girl Scout Council Charter will not be required. During this transition period, councils will review, with GSUSA, the council’s performance since the last charter was issued. This review will focus on corrective action taken by the council in the areas identified as needing improvement or as critical deficiencies in the letter from the National Board of Directors at the time the council’s charter was renewed. Instructions for this modified process will be sent to councils in January of the year in which the council’s charter is to be renewed.
7. Amended Credentials/Procedures for Issuing Girl Scout Council Charters:
The Council Service Area Team presents the recommendations and documentation on the renewal of each council’s charter to the National Board Liaison; National Director, Council Services; National Director, Research Services and Adult Development; the appropriate staff member designated by the CEO; and the Council Service Area Team Director for the service area to which councils are assigned, who review the recommendations and documentation, and present both to the Councils Committee for action to be taken on the council’s charter.
AND
The Councils Committee reviews and acts upon the recommendations and documentation of the National Board Liaison; National Director, Council Services; National Director, Research Services and Adult Development; the designated staff member, and Council Service Area Team Director and submits its recommendation to the National Board of Directors.
AND
Following action of the National Board of Directors on the renewal of the council charter, a letter is sent from the National Secretary to the president/chair of the board and executive director chief executive officer of each council receiving a charter, indicating the critical performance priorities in which a council has done well and those needing further work.
8. Amended Credentials/Procedures for a Charter Compliance Audit:
6. The National Board Liaison and the National Director for Council Services designated staff member prepare a written report of their findings and make recommendations regarding action to be taken to the Councils Committee. The Councils Committee reviews and acts upon the recommendations and submits its recommendation to the National Board of Directors.
9. Amended Criteria & Standards for an Effective Girl Scout Council/Criterion 1: Membership Extension and Access to Girl Scout Program by swapping 2 and 3 and making the following changes:
Standard 2 3
Program activities throughout every part of the council demonstrate the beliefs and principles of the Girl Scout Movement, as embodied in the Girl Scout Promise and Law and the four Program Goals for girls.
Standard 3 2
The council develops the structure and systems, including electronic means, for girls to participate in Girl Scouting using the most current Girl Scout program materials, with program enrichments that meet the needs and interests of girls in the jurisdiction.
Standard 4
Requirements that ensure the protection of the health, safety, and security of participants are evident in all program activities, including those that use electronic means.
Standard 6
The council has a comprehensive communications and community relations plan that promotes and safeguards the Girl Scout brand image and that includes electronic transmission as a means of keeping to keep all segments of the population well informed about the opportunities and benefits of Girl Scout membership basic messages of Girl Scouting.
10. Amended Criteria & Standards for an Effective Girl Scout Council/Criterion II: Maintaining Organizational Integrity/Standard 3:
The council nominating committee annually proposes a full single slate reflecting the diversity within the council’s jurisdiction for election by the membership body.
The council has a nominating committee, elected by the corporation, that annually proposes a full single slate of nominees with the experience and skills necessary to provide leadership and direction to the council, and reflecting the diversity of the jurisdiction, for election by the membership body.
11. Amended Criteria & Standards for an Effective Girl Scout Council/Criterion III: The Development and Stewardship of Resources:
Standard 3:
The council board carries out, in a timely manner, its stewardship responsibilities with respect to development and management of all council assets in a timely and responsible manner : human, fiscal, and property.
Standard 6:
The council is recognized as a critical community resource and receives financial support in recognition of this fact.
The council receives financial support as a result of being actively involved and recognized as a critical resource in the community.
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