Middle Tennessee Gets an Offer It Can’t Refuse

In early May, the Middle Tennessee council filed a lawsuit because GSUSA is going to pull its charter due to Middle TN’s refusal to adopt a common IT platform called CEI, which is short for Customer Engagement Initiative.  Believe or not, I’m going to write about a lawsuit that does NOT involve Farthest North!  Shocker!  Although, GSUSA is pulling FN’s charter for the same reason, so they are sort of related.  Originally, I wanted to wait and incorporate GSUSA’s response to Middle TN’s case, but it has 60 days to respond after the lawsuit was filed, and I’m impatient and didn’t want to wait that long.  So here we go.

Before you continue reading, I highly suggest that you first read my previous blog post called We’re Spending HOW Much on IT? if you haven’t already, because it will give you some perspective and background on CEI, how much it costs, and what it is. 

To see how this lawsuit comes into play, you should also understand the relationship between councils and GSUSA.  Each council is a standalone nonprofit organization with its own board of directors and hired staff.  The local board of directors is ultimately responsible for keeping its nonprofit organization solvent and that includes making sure it’s financially stable and providing for an environment that serves its mission successfully, which in this case is to deliver the Girl Scout program to the area.  The local nonprofit then in turn is chartered by GSUSA which gives it the authorization to use the words Girl Scouts, its logos, programming materials, etc.  If you want to know more about this relationship, read the following article from GirlScoutGovernance.com.  GSUSA is not responsible nor does it oversee any leadership of the council nor its operations.  GSUSA states that as part of the charter obligation, councils MUST be on the CEI platform.  After reviewing the CEI agreement that councils have to sign before moving onto the platform, Middle TN said no way to it for a variety of reasons which are laid out in its lawsuit.  Ultimately, Middle TN feels that the agreement takes control away over certain areas financially and operationally which would put the council at risk.

I’m going to cover some of the basis of Middle TN’s lawsuit when it comes to its issues with GSUSA’s demands and its CEI agreement.  I’m going to leave out the parts that deal with the relief that Middle TN is seeking and other legalities, but if you want to read it in its entirely, here’s a PDF of the case:  Middle TN CEI Lawsuit

First, GSUSA states that it’s a charter requirement to be on CEI.  So where can you find this requirement?  It’s in the Blue Book of Basic Documents under Criteria and Standards for an Effective Girl Scout Council/Criterion II: Governance and Administration/Standard 7:

The council utilizes a movement-wide common technology platform with respect to membership, volunteer management, delivery systems and data analytics and reporting to better serve Girl Scout volunteers and members and enhance the Girl Scout brand.

In its lawsuit, Middle TN says that since GSUSA is requiring councils to use CEI, it qualifies as …well, a requirement.  So who sets these council requirements?  Per Article VIII/Credentials in the GSUSA Constitution:

1. The National Council shall establish requirements for certificates of membership, local council charters, and all other credentials.

Only the National Council can set requirements for charters.  And since the CEI mandate is NOT listed in the Credentials/Requirements for a Girl Scout Charter section of the Blue Book (or even in the Conditions for a Girl Scout Charter section), then it cannot be enforced as a requirement according to Middle TN.  It also points out that the National Council has never voted on a common IT platform as a council requirement at a National Council Session.

Another one of the agreement terms is that GSUSA can charge councils whatever it wants from year to year based on increasing costs with no limit.  Middle TN states that it’s not willing to give GSUSA a “blank check” because this puts the council in future financial limbo.  And if you read my previous blog post, then you know we’re talking some major cash that seems to have no boundaries or end in sight.

A few years ago, Middle TN developed a proprietary web application that allows its members to register for camps, properties, and activities among other things.  It hosts this application on its own servers and integrates its main website (that you see here).  As one of the agreement terms, GSUSA will not allow Middle TN to host and use this web application.  Instead, Middle TN would have to use GSUSA’s website template and hosting services.  Middle TN states this would hamper it from fulfilling its mission in a consistent and efficient way, not to mention CEI doesn’t offer these other components (such as property and event reservations) in a workable state.  Right now, if councils don’t like some of CEI’s components (or they don’t work), they can use third-party vendors and pay additional fees on top of whatever they’re paying for CEI. This puts even more of a financial burden on councils.

Another term of the agreement is that GSUSA won’t guarantee uptime of the platform. GSUSA can bring the system down at any time for as long as it wants.  In essence, councils are at the mercy of GSUSA’s schedule regardless of what they have going on.  Councils must accept CEI “as is.”  There’s a bug hanging out there that’s mission critical to a council?   Don’t worry, we’ll get to it… someday.  GSUSA is also not responsible for any breach or loss of data.  So worst case scenario – some upgrade doesn’t go quite right and data is overwritten and the backup is corrupt – then sorry, you’ll just have to deal with it.  GSUSA also reserves the right to pull any sort of functionality at any point.  Yeah, I know we said you’ll be able to do this sort of thing when you paid your annual fee, but it’s just not working out for us.  Sorry.

In other words, nothing is guaranteed, and there’s no incentive to provide good service because GSUSA’s money is already in the bank due to this charter requirement.  I know that sounds antagonistic, but that’s how things work in business.  Like they say, don’t pay someone for doing work on your house until you’ve done a final walkthrough, or you’ll never get them to come back and finish the job.  As much as we’d like to think Girl Scouting is above all of this, it’s still made up of organizations dealing with revenue and expenses in order to maintain their operations.  Just bein’ real.

Middle TN also states that GSUSA is charging them $200,000 in processing fees to import their membership data into Salesforce which comes out to $3 per member.  Middle TN maintains that this $3 is the equivalent to an additional membership charge, and before the October 2020 National Council Session, GSUSA did not have the authority to modify membership dues amounts.  I just want to say as a side note, that $200,000 figure is ABSOLUTELY LUDICROUS.  I refuse to believe it costs THAT much to import and process only 15,000 girl and adult membership records per year into a database.  If I’m wrong, show me.  Salesforce is all about importing data, so this isn’t something that’s out of bounds.

I also want to comment about something when it comes to Middle TN offering to build and pay for an application programming interface (API) that would import membership records at no cost to GSUSA.  The lawsuit reports, “GSUSA has indicated that its IT team has said that its Salesforce-based membership platform cannot accept an API to accept transmission of membership data from GSMT.”  Pardon my frankness, but GSUSA’s claims are complete and utter bullcrap.  You can find Salesforce APIs on its website right here.  In fact, GSUSA states in the 2020 Stewardship Report (pg. 32) that it has plans to build its own API: “We are currently evaluating improvements to our customer experience, such as a single sign-on and digital resumes that track Girl Scouts’ achievements, as well as a Movement-wide ecommerce solution and an application programming interface (API) hub.” The API that GSUSA is looking to build would most certainly interact with its Salesforce databases.

Middle TN also states that it has attempted to work with GSUSA multiple times through the years and is willing to go on CEI, warts and all, if GSUSA would just compromise on the demands of its technology agreement.  GSUSA refuses to budge according to Middle TN.  I’m sure an argument to this would be that every other council signed the agreement, so that proves it’s fine.  Well no, because the fact that Middle Tennessee & Farthest North’s charters are being pulled is proof positive that councils have good reason to feel threatened by GSUSA’s actions to bully them onto an inferior and expensive product.  Sounds like an agreement signed in blood.

To be fair, we haven’t seen GSUSA’s response to these allegations.  I am very curious to read it, because I was absolutely stunned when I read the terms of the technology agreement in this lawsuit speaking as someone who used to be an IT professional.  I don’t have a copy of the contract itself (they are listed as Exhibits but not included in the PDF), so I can’t speak to it directly (nor do I speak legalese), but based on what I’m reading in the lawsuit, it is absolutely and utterly outrageous.  There is no way under the sun ANY IT company would even DREAM of putting a contract like this out there because they’d be laughed out of the conference room when they presented it.  If all of this is true, then it’s very disturbing that GSUSA thinks this is okay and is strong arming councils into accepting it.  This is just flat out WRONG and the very antithesis of being “honest and fair.”

According to the Blue Book, the National Board is who technically pulls the charter of a council.  I would love to ask National Board members point blank if they would be okay with signing a technology agreement such as this at their own place of business.  And if their answer is no (because who in their right mind would say yes to this?), then why should councils, who are separate entities from GSUSA, be taken advantage of?  Are National Board members even aware of the terms of the agreement?  What’s really going on here?  Who is running the show?  How does this speak to our National Board members’ reputations?

Can the National Council do something about the actions of GSUSA and the National Board?  If GSUSA takes the route it did for membership dues due to the Farthest North membership dues ruling and brings a proposal to the 2023 National Council Session stating that going on a common technology platform should be added as a council requirement, I have no doubt it would pass easily.  But here’s the thing.  How could the National Council force GSUSA to create a fair contract to councils, and how would you define that?  How could they keep them from charging an arm and a leg for it?  I don’t see where this would be possible with the way things are run at a National Council Session.  So really, the outrageous contract terms are the crux of the issue.

I’m sure there are plenty of people out there who feel that Middle TN bringing a lawsuit is damaging to Girl Scouting.  I wholeheartedly disagree.  I have no doubt that all of this would be a moot point if CEI was free (or even low cost), was halfway decent, and had a reasonable agreement.  Both Middle TN and Farthest North would be on it, and we wouldn’t be having this conversation.  I personally believe there are huge benefits for every council being on the same IT platform.  But I think GSUSA’s CEI contract is damaging to Girl Scouting because it torpedoes councils.  It is putting a huge financial and operational burden on them that is completely unfair and frankly smacks of extortion because their charters are held over their heads.  This filters down to the volunteer and girl level because that’s cookie money that should be going toward camp upkeep and local programming, and that’s why I’m taking this personally.

I’m having a very hard time understanding how our national leadership actually believes pulling the charters of two councils and holding the rest of them to this atrocious agreement is having the best interests of Girl Scouts at heart.  I’ll gladly eat my words if GSUSA can come up with a logical rebuttal and can show me why I’m wrong.  My only hope right now is that National Board members wake up and we hire a National CEO who has some experience in IT, strong management skills, an understanding of how Girl Scouting really works (not how they think it should work), and who is:

Honest and fair,
Friendly and helpful,
Considerate and caring,
Courageous and strong, and
Responsible for what she says and does,
And respects herself and others,
Respects authority,
Uses resources wisely,
Makes the world a better place.
And is a sister to every Girl Scout.