A Rabbit Hole, a NCS Workbook, and a Membership Dues Timeline Rebuttal

This blog post is an accompaniment to The 2020 NCS:  Proposals 2 through 4 – I Can’t Go For That (No Can Do) and covers the timeline about membership dues that is presented in the 2020 National Council Session Early Alert and the 55th NCS Delegate Workbook. It doesn’t matter what order you read them in, but I do suggest you read both at some point.

“Curiouser and curiouser!” cried Alice.

Here’s some personal background about this topic in case you’re not familiar with my blog, because when you read this, you might wonder why on earth have I researched this topic to such extremes?  It’s been a three year process. Back in 2017, I read a news article about the Farthest North council suing GSUSA claiming the National Board acted outside of its authority when it raised the amount of membership dues in 2012 and 2016.  I was under the impression at the time that the National Council had voted to give the National Board the authority based on what one of our council’s former National Delegates said and what I read in Facebook groups.  So I went to the Blue Book of Basic Documents and looked for myself to see if the National Board did in fact have the authority.  I didn’t see where they did.  So that led to me wondering – what really happened for people to think the National Board was given the authority but yet Farthest North was still suing GSUSA?  I started down a rabbit hole that kept going down, down, down – and here in 2020, it’s going further down even still.

Since I didn’t become a volunteer until 2010 and knew practically nothing about our organization’s national governance when I started down this path in 2017, I felt like I could go back and look at the facts objectively using the minutes and workbooks of past National Council Sessions.  So what you’re about to read is a response to the National Board and GSUSA’s presentation of their timeline in the 2020 Early Alert (EA, pgs. 17-21) and the 55th NCS Delegate Workbook (WB, pgs. 57-60) because it leaves some parts out and misrepresents others.  I felt obligated to respond since I did the research anyway three years ago, and I believe their timeline version doesn’t quite tell the whole story.  For what it’s worth, you can find a more detailed membership dues timeline here that I put together when I originally researched this topic including voting results and the text of the amendments themselves.

Alice felt dreadfully puzzled. The Hatter’s remark seemed to have no sort of meaning in it, and yet it was certainly English. “I don’t quite understand you,” she said, as politely as she could.

So as I did in the summer of 2017, let’s go back to where it all began, and that is the 2008 National Council Session (NCS) Workbook.  GSUSA and the National Board pull out the original rationale from it for their timeline version (EA pg. 13, WB pgs. 57-58), and as they did then, use it as the basis for their claim to authority. I’m going to present a rebuttal to their assertions as I did in 2017, except this time, I’ll use wording from the Alaskan Supreme Court’s ruling in favor of Farthest North.   Then I’ll share the rest of the story.

The 2008 NCS Workbook stated:

The Congressional Charter provides, in Section 80303(b)(1), that the Board has the authority to act on behalf of the National Council. “To the extent provided in the constitution and bylaws, the board of directors shall have the powers of the Council and manage the activities of the corporation between meetings of the Council.”

The Alaskan Supreme Court used Washington D.C. law as its basis since GSUSA was incorporated there.  Its rebuttal to the above statement was:

Where “the statutory language at issue is ‘plain and admits of no more than one meaning,’ ” Washington, D.C. courts will “give effect to the plain meaning of a statute.” “Common rules of statutory construction require [Washington, D.C. courts] to avoid conclusions that effectively read language out of a statute whenever a reasonable interpretation is available that can give meaning to each word in the statute.

. . .

The Congressional Charter establishes that the governing bodies of the GSUSA are the National Council and the Board of Directors.  It grants the National Council authority to “adopt and amend a constitution and bylaws and elect a board of directors, officers, and agents,” and it grants the Board “the powers of the Council” but only “[t]o the extent provided in the constitution and bylaws.” The operative language we must interpret is “[t]o the extent provided.” The superior court interpreted this language to mean that the Board has all the powers of the National Council, unless provided otherwise in the Constitution and Bylaws. Farthest North argues this language plainly means that “[i]f the power is not provided to the Board in the [C]onstitution and [B]ylaws, [then] the Board does not possess it.”

We agree with Farthest North. Because a plain reading of the Congressional Charter supports Farthest North’s interpretation, we must look to the GSUSA Constitution to determine what, if any, power the Board has to increase membership dues amounts.

The 2008 NCS Workbook continued:

Article X, Section 1, of the Constitution of Girl Scouts of the USA affirms the authority of the Board referenced in the Congressional Charter to act for the National Council between sessions.

The Alaskan Supreme Court’s response to this argument was:

… GSUSA also argues that the Board’s authority to manage the affairs of the corporation between the National Council’s triennial sessions also grants it such authority. But Article X does not confer such a power ...  Article X’s general grant of the power to the Board to manage the corporation’s affairs must yield to more specific constitutional provisions.

In addition, GSUSA’s argument that it retains the power to increase annual membership dues under either Article VIII or X inverts the fundamental relationship between the Board and the National Council and would allow the Board to subvert the National Council’s authority regarding membership dues. It would also require us to hold that the corporation’s charter vests in the Board all powers except those explicitly taken away by the GSUSA Constitution. But the terms of the corporation’s charter grant the Board only those powers specifically delegated in the GSUSA Constitution and Bylaws and therefore do not grant it the power to undermine the express decisions made by the National Council.

The 2008 NCS Workbook then stated:

While the National Board would be the primary dues-setting agent, the National Council would retain full rights, providing a check and balance to the process. The National Council serves as a check and balance in two major ways:

1. 1. Members of the National Board are elected by the National Council, and, therefore, are accountable to the National Council.
   2. The National Council retains the right to act on a dues proposal placed on the agenda for consideration.

I believe this reasoning is flawed.  It’s highly unlikely the National Council would reject the entire Board slate based on a single issue.  And as I said in my other post, if the National Council exercised its right to change membership dues at a NCS by lowering them after every increase by the National Board, the organization would be caught in an unstable back and forth power struggle.

The 2008 NCS Workbook also included a Question & Answer section about membership dues authority on pg. 53.  The National Board and GSUSA didn’t include it in their timeline.  There were statements in the Q&A that were completely false such as, “However, the National Board always has had the right to implement further increases between meetings of the National Council but exercised its discretion not to do so.”  This is absolutely and unequivocally not true.  At times during Girl Scouting’s history, the amount of membership dues was specifically listed in the GSUSA Constitution itself before being restructured in 1958 to the model we have today.  An amendment to the Constitution has ALWAYS required a vote by the National Council.

That is not said right,” said the Caterpillar.
“Not QUITE right, I’m afraid,’ said Alice, timidly: “some of the words have got altered.”
“It is wrong from beginning to end,” said the Caterpillar, decidedly, and there was silence for some minutes.

The National Board’s claim to authority in the 2008 NCS Workbook was included in that year’s Proposal 4 rationale (pgs. 50-53) which dealt with a Constitutional amendment in Article V. This proposal recommended removing a ballot requirement during voting.

Here was the original wording of Article V/Sessions of the National Council/Section 5 at that time:

5. At sessions of the National Council each National Council member present in person shall be entitled to one vote. Elections to office and to the National Board of Directors shall be by ballot and a plurality of votes cast shall elect.  Decision on annual membership dues shall be by ballot and shall require a majority of votes cast. All other matters shall be determined by a majority vote of the members present and voting, unless otherwise provided by this Constitution.

The National Board recommended the following wording:

5. At sessions of the National Council eEach National Council member present in person at the National Council shall be entitled to one (1) vote. Elections to office and to the National Board of Directors shall be by ballot and a plurality of votes cast shall elect.  Decision on annual membership dues shall be by ballot and shall require a majority of votes cast. All other matters shall be determined by a majority vote of the members present and voting, unless otherwise provided by this Constitution.

During the 2008 NCS, there was an amendment to the proposal to not strike the entire sentence, “Decision on annual membership dues shall be by ballot and shall require a majority of votes cast,” and instead only strike the phrase “shall be by ballot.”

GSUSA’s timeline in the Early Alert & Workbook continues:

“Delegates inquired from the floor whether the reinsertion of this sentence would limit dues authority to the National Council. Legal counsel advised the delegate body that it did not change the shared authority over dues that the Constitution otherwise provides. The body then passed the proposal.”  (EA pg. 18, WB pg. 58)

This is an extremely misleading statement.  It insinuates that the National Council passed the amended proposal while approving of the GSUSA legal counsel’s assertions. The fact that “Decision on annual membership dues shall require a majority of votes cast” remained in place is proof that the National Council wanted it made known that it should continue to be the authority for membership dues and vote on them at future National Council Sessions.  This is the final wording of the amendment that passed:

5. Each member present in person at the National Council shall be entitled to one (1) vote. Decision on annual membership dues shall require a majority of votes cast. All matters shall be determined by a majority vote of the members present and voting, unless otherwise provided by this Constitution.

It should also be noted that the sentence “Decision on annual membership dues shall require a majority of votes cast” was one of the factors the Alaskan Supreme Court used to validate Farthest North’s case in its ruling:

If the second sentence does not serve to designate the National Council as the sole body authorized to increase membership dues then it would be unnecessary to include it: the third sentence already requires a majority vote for all matters unless otherwise provided by the Constitution.  The only reason to separate the specific matter of “decision on membership dues” from “all matters” must be to proclaim that only the National Council has the authority to set them. We must give meaning to each provision, and giving meaning to the second sentence of Article V, § 5 makes clear that only the National Council has the authority to make decisions on membership dues.

But really, true discussion regarding authority could not have occurred at a NCS based on the way the National Board and GSUSA handled matters.  It needed to be addressed legally as was done in the Farthest North case.  It was unfair for GSUSA and the National Board to bring in biased legal counsel when the National Council couldn’t have that same courtesy.  The National Council Session is not a courtroom.

“But I don’t want to go among mad people,” Alice remarked.
“Oh, you can’t help that,” said the Cat: “we’re all mad here. I’m mad. You’re mad.”
“How do you know I’m mad?” said Alice.
“You must be,” said the Cat, “or you wouldn’t have come here.”

The National Board continued to claim authority at later National Council Sessions during related membership dues related proposals, but again, discussion about the interpretation of the Blue Book was a legal matter at that point and would have been ruled “out of scope” per parliamentary procedure and therefore not relevant anyway.  Personally, I feel interjecting a claim to authority knowing there couldn’t be true debate about it is frankly a little manipulative.  This is evidenced by some National Delegates getting the false impression that if they voted for these proposals, the National Council was also voting to hand over authority to the National Board.  This was NOT the case because no language in the Blue Book was amended to reflect this in any proposals.

Unfortunately, the false narrative about the National Council voting to give the National Board authority spread via word of mouth and continued to cause confusion during the 2017 NCS.  However, the fact that the National Board is presenting Proposals 2 & 3 for the 2020 NCS is proof that it never happened.

GSUSA’s version of its timeline continues by listing what other membership dues changes the National Board approved since 2008, including a raise in annual dues from $12 to $15 in 2012, an additional raise from $15 to $25 in 2016, extended year membership levels in 2017 & 2018, and a promotional Lifetime Membership discount in 2019.  It also gives a brief summary of the Farthest North lawsuit.

But there’s this:  “Outside of Alaska, the National Board continues to believe in good faith that the Constitution and Blue Book as a whole provide it with the authority to set membership dues, as illustrated by the Movement’s collective actions over the last decade.” (EA pg. 21, WB pg. 60)

GSUSA stating “as illustrated by the Movement’s collective actions over the last decade” insinuates that by approving proposals at National Council Sessions, the membership consented of the National Board’s management of membership dues.  As I said above, even if the National Council approved of a proposal in principle, it wasn’t in a position to argue against the National Board’s claim to authority.  Case in point:  at the 2017 NCS, an amendment to set Lifetime Membership dues to a specific amount and the language moved within the Credentials section was presented, because due to the National Board’s increase of annual dues to $25 for the 2017-18 membership year, a lifetime membership would have cost $625.  National Delegates raised questions about the National Board’s authority during the session, but like before, there could be no true legal discussion, and National Board members just stood their ground.  National Delegates were pretty much forced into approving this proposal – because who wanted us to have $625 lifetime membership dues?

GSUSA could also argue that councils were free to submit proposals for National Council Sessions which addressed these issues, and the fact that none did prior to this year shows that they were okay with the National Board’s management of membership dues.  However, doing so would have required an amendment to the GSUSA Constitution like this year’s Proposal 2, and per Article XVII/Amendments in the Constitution, the National Board has the sole discretion to determine whether a proposal to amend the Constitution is appropriate as a NCS agenda item.  I seriously doubt a proposal for a Constitutional amendment declaring the National Council as the exclusive determiner of membership dues would have been approved for the NCS agenda by the National Board.

“Would you tell me, please, which way I ought to go from here?”
“That depends a good deal on where you want to get to,” said the Cat.
“I don’t much care where–“ said Alice.
“Then it doesn’t matter which way you go,” said the Cat.

I was surprised to see this rehash in the Early Alert and Workbook, and I’m not sure why the National Board and GSUSA felt the need to revisit history and double down on their assertion of authority.  While I realize the Farthest North decision is specific to the state of Alaska, let’s get real for a minute.  Five impartial state Supreme Court justices made it very clear in their unanimous ruling that the National Board does not have the authority per the GSUSA Constitution and used Washington D.C. law to examine the case.  If the case had been heard in a national court, the same law would have applied.  The ruling came back in less than six months, and it’s extremely clear cut.  GSUSA’s request for a re-hearing was also unanimously denied.   Would a different ruling come from a different state?  As definitive as the Alaskan ruling was, I can’t imagine that one would.  Why can’t we just respect the judges’ decisions and move forward?

The right thing for 2020 would have been to hit the reset button and do what should have been done originally in 2008.  The National Board and GSUSA should come to the National Council Session, acknowledge the National Council’s authority, take a vote on the $25 dues amount and other additional membership levels thereby making them legal, and then make the case as to why they believe the National Board should be able to set membership dues.  Doing so would have shown a willingness to work together.  Additionally, originally showing support for the Chicago council’s Proposal 4* – which was supported by at least 17 councils (and probably more) to force it on the agenda per the requirements for non-Constitutional amendments – could have been another olive branch.  But the National Board and GSUSA not only want the whole kit and caboodle, they want us to think they’ve had the right the entire time.

“This is an opportunity for the delegate body to discuss and reflect on the dues setting process. Coming together through our democratic process will help us move forward as a Movement at this critical time in our history, when girls need Girl Scouts more than ever.” (EA pg. 21, WB pg. 60)

I’ve been a huge advocate for the democratic process as evidenced by my white paper. For years, I’ve also pointed out the enormous fractures on all levels in this organization on this blog, and I do believe the democratic process is the way to fix what ails us.  But sadly, based on the National Board and GSUSA’s rationale for these membership dues proposals, the way their timeline is presented, and how all of this played out starting in 2008, I have to believe that these current proposals only came about because of the ruling of the Farthest North case and a fear of future lawsuits and not out of a respect for the National Council and the membership.  It’s personally disappointing to me because I truly felt like we had made some headway since the 2017 NCS which ended in chaos and frustration.  It was difficult to write this summary because of what I had to bring to light, but I felt like it needed to be said.

The NCS will be virtual this year, and admittedly I know nothing about how discussion and parliamentary procedure are handled in that sort of setting, but I hope it allows for full debate and fair voting.  Maybe the reason why these proposals are being brought to the NCS doesn’t matter as long as it’s taken care of and closure comes out of it.  Additionally, I hope we non-delegates can watch the proceedings.  I also hope there’s not an “OFF WITH HER HEAD!” addendum to this post after I publish it!

Be sure to also read The 2020 NCS:  Proposals 2 through 4 – I Can’t Go For That (No Can Do) if you haven’t already!   Thanks for reading, and please forward this on to your council’s National Delegates and whomever else you think should get it!

* The National Board came out with a statement in early September formally supporting Proposal 4.