Call to Special Meeting of the Council
The Chair of the Board of Directors, Cassie B. Barlow, PhD, invites Girl Scout members to a Special Meeting of the Council for the purpose of amending Girl Scouts of Western Ohio's bylaws.
After months of review, a task force created by the board has recommended a number of amendments to our council bylaws, to update terminology, voting processes, and the term and term limits for the board.
Your Vote Matters
The board has approved two resolutions in support of the amendments to our council bylaws. These resolutions now move to all eligible GSWO members — all girls age 14 and older and adult members who are active volunteers.
Resolution 1 — Approval of Amendments to Bylaws
Review the proposed amendments below. These amendments include:
- Adopting defined terms for use throughout the document to simplify or clarify language and intent.
- Allow majority consent where possible rather than requiring unanimous consent (except where unanimous consent is required).
- Staggered elected Officer terms and revised term limits for Directors and Officers
Resolution 2 — Approval of Transition Terms
Applies to Officers, Directors, and Board Development Committee Members during transition to new terms established by the amendments. Review the proposed transition resolution on page 18 of the document below.
View the redlined bylaws (left) and a clean version of the amended bylaws (right) below.
More Information for Members
On October 8, 2024, the Bylaws Task Group held an education webinar for members via Zoom. Eligible voting members of the Council will receive an email on October 10, 2024 with a link to the recording to help you be prepared to cast your vote!
Background
The Bylaws Review Task Group (“the task group") of the Board of Directors (“the Board”) convened over the course of 2024 to review and recommend amendments to Girl Scouts of Western Ohio’s (GSWO) Bylaws. Members of the task group included: Rhonda Reagh, Chair; Maria Arcocha White, Cassie Barlow, Theresa Hirschauer, Victoria Nilles, and Aimée Sproles. In addition, the task group sought input from directors and officers, board development committee, management, insurance broker and legal counsel. This work included more than 15 task group and working group meetings in addition to consultations, document reviews and preparation through seven iterations of the bylaws.
The task group was guided by several principles in our work. The principles that had the most impact were: inclusion, simplification and clarification. Additionally, in places where the GSUSA Blue Book of Basic Documents (“the Blue Book”) or the Ohio Nonprofit Corporation Act (“the Act”) provides the governing requirements, the revised Bylaws provide deference to these governing documents.
Executive Summary
As a result, the task group presents its recommendations and redlined changes to the Bylaws for the Board’s consideration. The following summarizes some of the most impactful changes that are incorporated, the Board will be voting to adopt the full redlined Bylaws shown above, and all directors should review the full redlined Bylaws for the comprehensive amendments.
Overall
- Adopting defined terms for use throughout the document to simplify or clarify language and intent. This applies to virtually all articles. Defined terms include (but not limited to): GSWO, GSUSA, Blue Book, Voting Council, Voting Members, Council Members, BDC, Chair, Directors, Alternates, Annual Meeting, Special Meeting, the Act, BDC Chair, CEO, etc.
- Allow majority consent where possible rather than requiring unanimous consent (except where unanimous consent is required by the Act).
Article II - Purpose
- Clarify purpose to provide Girl Scout program for youth members and support to all Council Members.
Article III - Voting Council
- Allow all Voting Members at the time of any call to meeting or announcement to be eligible to vote rather than only those at the beginning of the year.
Artivle V - Council Meetings
- Codify our practice of using electronic voting; allow notice for the Annual Meeting and Annual Election to be sent earlier in the year.
Artivle V - Board of Directors
- Stagger elected Officer terms between odd and even years; establish one-term limit for Immediate Past Chair; and, establish two-term limit for other elected Officers.
- Director-at-large terms changed to three years with two-term limit.
- Increase threshold for Directors to call a Special Meeting to 40%.
- Align Board attendance requirements to the Board Agreement and provide that Directors who miss three meetings in a year will be removed.
- Provide ability for Board to remove a Director with cause.
Article VII - Officers
- Articulate role of CEO as administrative and operational officer for GSWO, including serving as the President of GSWO for purposes of the Act.
Article VIII - Board Development Committee
- Change the terms to three years with a two-term limit.
Article XI - Nominations, Terms of Office and Meetings
- Provide for the process for electronic nominations from Voting Members and vetting those nominees by the Board Development Committee.
Article XII - Fiduciary Responsibilities
- Correct the fiscal year.
Article XVII - Amendments
- Codify the process of the Board approving Bylaws changes before presenting to the Voting Council for approval.
- Allow the Board to revise the Bylaws, and to require Voting Council approval when the amendments impact the powers reserved to the Voting Council.
- Provide that Voting Members can recommend changes to the Bylaws for Board consideration.
Transition Resolution
Establishes the timeline for implementing new terms and term limits with respect to those currently holding the following positions:
- Extending the first term to three years for Directors, Secretary and Treasurer and some Board Development Committee members.
- Allowing those currently serving their second term as Directors-at-Large or Board Development Committee to be eligible for a third term of three-years at the end of their second term.
- Allowing those serving their first term of Board Development Committee to be eligible for re-election to a second term.
