Delegate Duties or: How I Learned to Stop Worrying and Love the Board

Congratulations!  You’re a council delegate.  So now what?

I hear and read from delegates and volunteers who want to have some kind of voice in their council, but they are unsure how to go about this.  The process can be very intimidating and overwhelming.  Many delegates and volunteers become frustrated and discouraged when they attend meetings with board and staff members, but in many cases, it’s because they are not familiar with the way these business meetings work or understand the relationships within a non-profit.   Or they are facing difficult people and politics are being played.  Regardless, you have to know the system in order to work within it.  With this new category called Delegate Duties, I would like to share what I have learned as someone who had no prior experience with non-profits and no real knowledge about governance.  I’m sure the fact that I’m still nowhere close to being an authority on these matters inspires confidence.  Yes, I’m being sarcastic.  But after hours and hours of poring through extremely boring jargon, procedures, and organizational charts, you too can be a non-authority, just like me! 

Boring disclaimers and caveats:  Take all of what I share with a grain of salt, because I am by no means an authority on these matters (like I’ve already pointed out).  Please correct me if I misspeak at any point.  Note that what I bring up may or may not apply to each individual council.  All of them are different and have their own governance structures.  I can only offer what I know up to a certain point, but after that, it will be up to you to take it from there and find out the specifics when it comes to your particular situation.

This will take some time and work if you really want to become knowledgeable.  There is no getting around it. A lot of it will be very boring.  Probably most of it, to be honest.  However, it will be worth it if you want to feel more comfortable in delegate or annual meetings and have somewhat of a clue.  I’d like to add that wearing the OFFICIAL scarf at these meetings makes all of this OFFICIAL.  Just kidding.  Well, not really.  Never underestimate the power of an OFFICIAL scarf.

Let’s start with the basics.

What are non-profits?

Each council is set up as its own non-profit. We can get into the relationship between GSUSA and councils down the road, but let’s not get ahead of ourselves.

From Cornell’s Legal Information website, a non-profit is defined as follows:

A non-profit organization is a group organized for purposes other than generating profit and in which no part of the organization’s income is distributed to its members, directors, or officers. . . . Non-profit organizations must be designated as nonprofit when created and may only pursue purposes permitted by statutes for non-profit organizations. Non-profit organizations include churches, public schools, public charities, public clinics and hospitals, political organizations, legal aid societies, volunteer services organizations, labor unions, professional associations, research institutes, museums, and some governmental agencies.

Non-profits are regulated and organized according to state laws.  If you’d like to get into the nitty gritty details, search for your state’s non-profit corporation act online.  It can usually be found at your state’s legislative website.

How are non-profits organized and governed?

Generally, non-profits are governed by a board of directors.  It is the duty of the board to make sure the organization fulfills its obligations and mission.  In other words, the buck stops here.  Many volunteers become upset when they find out that the board (typically) has the ultimate decision over the properties and affairs of the council, but that’s just the nature of the non-profit beast.  Boards have other duties such as fundraising, and they normally split into committees to get work accomplished.  More will be shared about boards in a later blog post.

Management is another component of non-profits.  Usually the executive director or chief executive officer (CEO) is the head of it.  In many cases, the CEO is employed by and reports to the board.  There is much more to the relationship between boards and CEOs, but I won’t go into that because it has little to do with us.

Then there’s the Membership. This article sums up the membership of a non-profit:  “The working level of a volunteer organization is made up of unpaid people who are interested in the mission of the non-profit and volunteer to carry out its work.”  In most councils, the membership elects delegates who represent their interests and who serve as a conduit between the membership and the board and CEO.

How do I find out about my council’s governance structure?

First of all, ACTUALLY TAKE THE TRAINING AND/OR READ YOUR COUNCIL’S TRAINING MATERIALS!  You can’t complain if you haven’t even taken the time to do this!  Nine times out of ten, the training will explain your governance structure.  You say your council doesn’t offer training or that it’s insufficient? Don’t let that stop you!

Next, get a copy of your council’s by-laws.

What are by-laws?

From West’s Encyclopedia of American Law:

The rules and regulations enacted by an association or a corporation to provide a framework for its operation and management.  Bylaws may specify the qualifications, rights, and liabilities of membership, and the powers, duties, and grounds for the dissolution of an organization.

Once you’ve taken your training, read through your council’s by-laws a couple of times.  They should be provided to you, but if they aren’t, check your council’s website or just ask for them.  Don’t be afraid to ask for things.  Figure out what your duties are as a delegate based on what is spelled out in the by-laws.  You will probably be given a handout from your council detailing what they are, but I’m one of those people who likes to go straight to the source – which is the by-laws.

In most cases, delegates have the responsibility to vote on and amend by-laws.  BEFORE VOTING ON SOMETHING, FIGURE OUT WHAT YOU’RE ACTUALLY VOTING FOR ON YOUR OWN AND DON’T JUST ACCEPT THE GIVEN EXPLANATION AS FACT.  I’m not implying that you should be suspicious and automatically assume that someone is purposely trying to deceive you.  But there is a checks and balances system set up on purpose, and delegates doing their homework and bringing up possible scenarios and questions that others may not have thought of are a part of this system.  If you are elected as a delegate, THIS IS YOUR RESPONSIBILITY.   Rubber-stamping everything that comes your way is a dereliction of duty no matter if it’s out of apathy, cynicism, ignorance, or laziness.  I realize Real Life comes first.  But if you feel like this kind of stuff is happening above your head, and therefore you shouldn’t be involved because you don’t make a difference or it’s for other people to worry about, THEN DON’T BE A DELEGATE FOR J-LOW’S SAKE.  You may feel obligated because no one else will step up in your service unit.  But seriously, if you don’t care, DON’T BE ONE.  It’s very frustrating for those of us who do care to hear other delegates say that they didn’t even bother to read the documents and just voted how they were told to vote.

Well, now that I got that rant out of the way, here’s one last question to end this first edition of Delegate Duties.

What are the Articles of Incorporation?

You may see a reference to the Articles of Incorporation in your by-laws. We go back to Cornell’s Law website for the legal definition:

The highest governing document in a corporation. Also known as the corporate charter, it generally includes the purpose of the corporation, the type and number of shares, and the process of electing a board of directors. The articles of incorporation must be filed with the state at the time of incorporation, and may be amended or repealed as permitted by law and the articles themselves.

They are filed to your Secretary of State’s office.  If you want a copy, you can usually request them via the office’s website.  Most likely the original Articles of Incorporation will be under the old council’s name, and the current council would have been established under what’s called the Articles of Merger.  They are very similar to the Articles of Incorporation, but they also include instructions on how the merging corporations’ or non-profits’ business will be handled during and after the actual merger.

That’s enough for now – stay tuned for the next exciting and action packed Delegate Duties post!  Wheeeee!

“Science may have found a cure for most evils; but it has found no remedy for the worst of them all – the apathy of human beings.” — Helen Keller