Governance Challenges on the Local Level
Opinions 11 Comments 
board of directors, core business strategy, councils, delegate, democratic process, governance, gsg, gsusa, roberts rules, volunteers
If you’ve followed my blog, you’ll know that I’ve been a big advocate for healthy governance within Girl Scouting for quite a while now, and I’ve attempted to take action to shore up what I see as deficiencies including starting a website devoted to Girl Scout governance, writing a National Council Session proposal establishing a task group to study governance within the Movement, and authoring a white paper in 2019 about restoring the democratic process to Girl Scouting. Steps have been taken on the national scale by GSUSA to initiate a deep dive into governance which includes a partnership with Harvard, but it’s limited to a national scope. While I’m happy to see some action, I’m a little skeptical if there will be any long term effects because of where we stand with local governance. I question how we can model good governance nationally when we’re struggling to implement it successfully on the council level. But recently, I realized I’ve never really written in-depth about council governance models, so that brings me to this post where I will delve into it and also discuss what I foresee as a possible trend.
Two years ago, I conducted a study on council bylaws based on 90 sets of council bylaws and published my findings on GirlScoutGovernance.com. I was not able to procure all 111 sets for various reasons, and some bylaws have been updated since that time, but the study can at least give us a rough snapshot of certain aspects. Based on this study, I found there are three models of governance across Girl Scout councils: delegate, membership, and self-perpetuating boards.
A delegate based system consists of either elected or appointed delegates representing the membership at meetings of the council. In my bylaws study, this type comprised 83% of council governance systems. Usually, delegates are elected by service units or associations. In most councils with this system, the delegate body elects board members, board development committee members (if applicable), and National Delegates. Additionally, most delegate bodies have the authority to amend the bylaws and Articles of Incorporation. While the board of directors has authority over the affairs of the council, it is still responsible and reports to the delegate body by virtue of its election.
A membership based system works differently than one with delegates, because in this type, individual members of the council (usually 14 years or older and currently registered) represent themselves, and each member gets one vote. In the early days of Girl Scouting, this model was prevalent due to the smaller size of councils in both membership and geographic size. As with delegate bodies, members of the council elect board members and amend their bylaws. Ten percent of councils in my study had membership based systems.
Another form of governance system consists of a self-perpetuating board with no voting body representing the membership. Most nonprofits in the United States use this form of governance in which the board recruits and elects its own members. The board also has sole authority to amend the organization’s bylaws and governing documents. Per my study of council bylaws, I came upon ten councils that have self-perpetuating boards making up 11% of systems. I know of one more in which I was unable to review their bylaws, so I’m aware of eleven councils in total. Most self-perpetuating boards in councils incorporate some sort of advisory committee that may or may not have operational volunteers and/or older girls on them, but not all. In the late 1990s, GSUSA published a series of monographs on governance and reviewed the types of models at councils in them. A self-perpetuating board was not mentioned as one of the models, so I am unaware if this is a relatively recent development in Girl Scouting or not.
When it comes to the delegate model, it’s no secret that a lot of councils struggle with it. Service unit teams find it hard to persuade volunteers to fill the slots, and attendance at delegate meetings is hit or miss. While this system mirrors own our national governance model, we face some challenges with it. First, the volunteer base as a whole is not as engaged or committed to Girl Scouting as it has been in previous decades for a variety of reasons, and most folks aren’t willing to take on additional duties outside of their troops such as serving on a service unit team. Also, most volunteers – even the ones who are devoted to Girl Scouting – aren’t interested in governance. That is, until something grabs their attention like a camp sale announcement. Then there’s a scramble, and a lot of ground has to be made up in a short period of time to become organized and educated about parliamentary procedure and governing documents. But by and large, governance is seen as a dry and boring topic, and most don’t see the importance of it until something hits home. However, I’ve found there are those volunteers who will support the delegate role if they’re educated about it. You just have to reach out to them.
What can be done about this? I’ve given it a lot of thought through the years, and I believe there are possible solutions, but it takes effort. Earlier this year, I submitted a proposal to my local council (GSSC-MM) on ways to engage the delegate body. In addition to willing and engaged volunteers, work is necessary from council staff and board members. Councils and boards need to provide training to volunteers to educate them about governance and its importance. And here’s where a lot of councils fall down on the job. In their defense though, a good many are struggling to keep up with day-to-day operational duties and maintaining the health of the council. Governance falls down on the priority scale when this happens. And, let’s be honest – not a lot of council board members or staff really have a firm grasp on governance themselves. So what are we left with? Delegates who have no idea what they’re supposed to do and frustrated council leadership dealing with disinterested delegate bodies.
Another challenge is the large geographic size of many councils. The mega-mergers from the early 2000s created a situation that involves significant travel for in-person delegate meetings for a lot of volunteers. I’ll give you a personal example. I have to drive an hour and a half for our council’s annual meeting which usually only lasts about an hour. Therefore, I have three hours of drive time in one day just for a one hour meeting. And usually, all we’re doing is listening to the stewardship report and rubberstamping the board slate. Sometimes they throw a lunch in there. As you can imagine, not a lot of volunteers are going to commit to something where they feel like they’re not doing anything productive. So for that reason alone, councils that incorporate award banquets and other celebratory events usually have a better turnout than those that only just schedule a business meeting.
In case you’re wondering why attendance and engagement is a big deal when it comes to delegate bodies, I probably ought to explain a few things. First, according to most state nonprofit acts, nonprofit organizations with voting members are required to host an annual meeting. At these annual meetings, important action is taken including electing members of the board and amending bylaw amendments. In order for these annual meetings to be recognized by the state, a quorum must be present. A quorum is the minimum number of voting members present at a meeting in order for the business of the society to be validly transacted. Quorums should be established in an organization’s bylaws, and according to Robert’s Rules of Order Newly Revised (RONR), it’s up to an organization to determine what its quorum should be. It is usually a small number or percentage of the voting body that can reasonably be depended on to attend a meeting. If a quorum is not present at a meeting, then no action can be taken with the exception of a few motions that either try to establish a quorum or delay the proceedings to another time. Outside of that, any business transacted in the absence of a quorum is null and void. So in other words, if you don’t have a quorum, you can’t elect board members, nor can you take action on bylaws if amendments are needed. Not to mention, staff have had to secure a location to host the meeting and organize it. So obviously, it’s a big deal if you don’t have a quorum.
Some councils are already having issues with quorums, and instead of examining the root cause of why delegates don’t attend meetings (lack of education on governance, lack of motivation, or feeling unimportant) or by simply lowering their quorum and/or making it less restrictive, they look to other solutions – like switching to a different governance system altogether.
Something I have learned recently from my studies in parliamentary procedure is that we should be realistic when it comes to meeting attendance. There’s a reason why quorums are set as low as they are because most meetings in general do not have great attendance regardless of the organization. That’s just our society in this day and age. Most state nonprofit acts set a default quorum of 10% for the voting body. Council bylaws in general average about 25% of the delegate body for their quorums plus a good many incorporate a requirement such as having a majority of service units represented. While I definitely understand the principle behind it, I don’t know that it’s really necessary. Maybe we ought to reevaluate that.
Both the delegate and membership models have the democratic process automatically built into their systems. With a self-perpetuating board model, the board must of its own accord create advisory committees or offer board member positions to operational volunteers and older girls in order to hear their voices. And with the board holding all authority over bylaw amendments, these committees and positions are not necessarily written in stone. A board could certainly decide they are no longer necessary and remove them from their bylaws if it so wished.
The democratic process was once an integral part of the organization from the national level all the way down to troops in the field. But in the rush of trying to keep councils afloat and due to the effects of the Core Business Strategy implemented 20 years ago, we’ve lost the plot in a lot of places. GSUSA has recently attempted to do more to bring attention to the democratic process when it comes to national governance, but I don’t believe there will be a trickle down factor to councils without more hands-on tactics and direction from GSUSA. And frankly, I’m not sure if a lot of national or council leadership really trust volunteers when the rubber meets the road. I’m still a firm believer that the democratic process works and that it can be the solution to our issues, but sometimes I wonder if I’m fighting a losing battle.
It’s a gut feeling of mine that over time, more and more councils will attempt to move to a self-perpetuating board model. Turnover in the council CEO position is high which means increasing numbers of leadership stem from outside of Girl Scouts where they may not have much experience with delegates or membership based bodies since most nonprofits and organizations do not utilize these models. I’m personally skeptical of the self-perpetuating board model for councils for one reason. I’ve never found anyone who can answer this question for me: if a self-perpetuating board becomes corrupt or dysfunctional, what can be done to break the cycle before the organization goes under? “Term limits” is usually given as an answer, but if the board is already dysfunctional, it will just continue to recruit and onboard the same kind of element. If you know of a solution to this issue, please let me know because I’m genuinely curious. Having another party to elect board members adds a layer of oversight that is not possible with a self-perpetuating board. I realize most delegate bodies just rubberstamp board slates, but I’ve actually worked with delegations who organized to root out board members that they deemed ineffective and installed others more aligned to the membership’s vision through nominations from the floor. They were able to turn their council around and point it toward a productive path.
All that said, there is one council that uses a hybrid form of both a self-perpetuating board and delegate model, and that’s the Colonial Coast council. Delegates are elected by service units and have the authority to amend the council bylaws. Additionally, they elect up to two members of the delegate body to serve on the board of directors (without vote) and another two to serve on the council’s board development committee (BDC). The delegate body can also elect members of the body to serve on board committees other than the BDC. The council’s board of directors elects National Delegates and new board members based on slates prepared by the BDC. There are actually two “annual” meetings – one is for delegates and a separate one (the official “annual meeting”) is for board members. What’s interesting about this model is the inclusion of delegates serving on board committees and the board itself and that this is codified in the bylaws. By the delegate body holding authority over the bylaws (as opposed to the board), Colonial Coast’s model still has elements of checks & balances which are essential to ensure that council leadership doesn’t abuse powers. It’s not a perfect system as it doesn’t answer the question of how to break out of a dysfunctional board environment, but it does safeguard the election of board members in the case a quorum of delegates isn’t met.
However, as with any model, it still requires that council leadership understands the importance of governance and respects the voice of volunteers and older girls. Without this, it would be easy to slide into a position where the delegate body doesn’t elect responsible members to the board or committees, and in turn, the board of directors becomes isolated from the true input of the field.
There’s no perfect solution, but there are steps that can be taken to shore up our democratic process within our Movement. It’s too important to just toss it to the side for the sake of convenience. Regardless of the model, what’s key is understanding the importance of healthy governance and respecting the input of all stakeholders. By doing this, we can ensure that the democratic process continues for future generations of Girl Scouts.
But even if we have delegates etc. are we that different from a self-perpetuating board? When I’ve been to the meetings, I’ve been asked to vote on the slate, but it was a yes or no vote–not a Mary vs Sue vote. If I had thought “Sue” was a bad choice, I would have had to go to a lot more work that I signed up for to mount a “vote no on Sue” campaign
Having a delegate body is very different than a self-perpetuating board because it creates a layer of oversight. *Usually* (not in all councils) the delegate body has sole authority to amend the bylaws which is a big safety check against abuse of power. As for a slate, if the delegate body becomes passive and just rubberstamps the board slate (as is normally done to be honest), then yes, it’s not much different than the board voting for its own members, but there’s still a check & balance option there in the case there’s some overriding reason why the delegate body wants to go in a different direction than what is presented on the slate. But ideally, if the slate is presented to the delegate body with notice of the meeting and there’s someone on the slate that is of concern, delegates should contact the BDC before the annual meeting to make them aware of the concerns. Plus, in most councils with voting bodies, there’s a way to nominate from the floor which is another safeguard against abuse of the single slate system.
Girl Scouts is not the only organization with the potential for runaway boards (those self-perpetuating ones). Unfortunately, people are involved and people are the root of most of the organiational problems we find. Yep, I said it. People are the problem.
Not all people though. But wait, those people that are NOT the problem actually “READ” the governing documents, RONR, want to contribute, want to follow the governing mantra so they ask questions. Those qustions poke the bear (board) and the bear growls. Then the bear attacks. Because an energetic newcomer studied and asked (challenged) the seated leaders (the status quo) – with honey…. …what about? …why? …have you considered?…. Bye bye newcomer.
People (the bears) who want to do it “the way it has always been done” will fight tooth and nail to avoid change, especially people who have been complacently chugging along focused on the “fun” aspects of the organization (not necessarialy the mission and that’s another issue) and while having fun, ignore that there’s been no finanical audit, that the C&Bs haven’t been updated to the parent organization’s required changes or worse, aligned with state law, or minutes, we don’t need no stinkin’ minutes.
The best “bears” are the people who have a copy of the governing documents and even bought RONR but have never read them as they believe the written word does not apply to them and therefore, the “board” can do what the damn hell it pleases. Making it up as they go. Try standing up to that.
Wait, you have. Smushed honry bees are the result – when people get in “power” for the wrong reasons, and they are usually bullies, they feed off each other and thus the bad board is born. If only the people, like bears, would hibernate (LET GO OF THE PAST) and get out of the way for a minute and let the inquisitive people contribute and let them bring the organization into a positive, collaborative and functioning team to deliver on the mission – whatever the mission is…. Just imagine.
The self-perpetuating boards will recycle the same people over and over just to avoid new ideas. Because by golly, it takes time to onboard new leaders and then, the bears have to listen to new ideas and come up with creative ways to smush them.
I digress – the point is, especially in predominately female run organizations, getting the iron grip to release is virtually impossible if they are allowed to continue to appoint and “elect” their friends that they have “fun” with while “leading” whateve the mission is. Yes, a lot of Girl Scout boards are assembled with high ranking corporate women – they are recruited because they are supposed to be able to make their corporation rain money into the local councils. They don’t really care and most were never “real” girl scouts – they just want the resume line item and to move on after their term – they will never dig into the art of course correction – that takes time and energy and they won’t expend it on a not for profit as a volunteer. (Some will – there are a few exceptions.)
Virginia Skyline GSC voted to change governance from delegates appointed by service units and at large groups to voting for all membership 14+ because of difficulty of reaching quorum.
The business meeting needs to be partnered with an outside speaker, recognitions, networking, input decision making and/or a proposal that will stimulate discussion. Empowering members to take responsibility for governance is a learning process. When members are successful in implementing change. They will become more engaged.
Girl Scouts is about learning governance be experience.
Amy, thank you for your thoughts on this timely topic. It’s very helpful. Our Council has been having discussions on the difficulty in getting Delegate representation, not with an eye to getting rid of them, but rather how to educate the membership on the benefits of these positions as opportunities to influence Council policies and procedures. We recently held an education session at last month’s Volunteer Summit, and are planning more at our upcoming Fall Association meetings.
I appreciate all the work you did to summarize Council governance systems. We did something similar, on a much smaller scale by reviewing other Councils’ bylaws when we were updating and revising ours recently. A couple of questions have recently arisen and I was wondering if you might have any insight based on your exhaustive study.
I could find no mention by GSUSA (Bluebook, website) of any requirements around the actual election of Service Unit Delegates with regard to basing the number of allotted Delegates on girl representation (many Councils do, though, including ours) nor any requirement for a quorum at that election (which, again, ours and only a couple others I found do). Is there any requirement that Delegate allocation be based on the number of girls registered? It seems to us that this leaves out representation for our very active, non-troop leader adult volunteers, of which there are many!
We’d appreciate hearing your thoughts (or anyone else’s from other Councils!) on a quorum requirement for SU Delegate elections or any requirement to link the number of SU Delegates to the number of registered girl members.
Thank you,
Lesley Czochor, Association V Chair, GSCB Council
I forgot to mention, that non-leaders, who attend our SU meeting where Delegate elections occur, are not counted for quorum purposes, even though many times they outnumber the total number of troops present from which the quorum is calculated. This is where the representation question was raised, and the quorum requirement discussion began. I.e., can the quorum include more than troop representatives, and are non-leaders even represented in governance?
I just briefly glanced through your council’s bylaws (assuming 2023 is the latest version), and I found no language in it about quorums for SU delegate elections. Technically in RONR when a quorum is not specified, then it’s a majority of the membership, but like I mention in my other comment, I view SU meetings as mass meetings, and therefore, your quorum is those in attendance.
Just FYI, the quorum requirement isn’t in our bylaws, it’s in a separate document: “Elections may take place in person or via virtual meeting with a verified one more than one third (1/3) of active troops represented in the vote.” No one seems to recall where the equation came from, it was just “always done that way.”
I found one other Council, GSEP, which also numerically defines a quorum: “SU Delegates and Alternate Delegates will be elected in the spring at a SU meeting with at least one representative from a minimum of 25% of troops or groups that make up the Service Unit.” Maybe they are similar to us because they are right next door!
Per your SU meeting as mass meeting definition, I see your Council states “Those members present and voting shall constitute a quorum for the transaction of business.”
Of the Councils we surveyed, I didn’t find any others that even mentioned the word, quorum.
Based on your comments and what I’ve found, I may recommend that our Council consider dropping the quorum calculation and redefine it as those members present and voting. This may ease the burden for SUs in scheduling valid Delegate elections.
Thanks for your help!
I agree that the calculation needs to be dropped, and I also recommend adding language to your bylaws indicating members present and voting shall constitute a quorum for SU delegate elections which will codify it and override any other documents out there. Strictly speaking, quorums should always be defined in the bylaws due to their importance. If you need a RONR citation to convince anyone to add a bylaw amendment with this language, use 40:3.
In my review of council bylaws, I don’t remember seeing any that required a quorum for SU meetings other than “those in attendance.” It’s my parliamentarian opinion that SU meetings are a type of mass meeting (RONR §53), and per RONR (12th ed.) 40:2(1), the quorum for mass meetings are those persons present at the time of voting. I assume your SU meetings are open to troop leaders, troop volunteers, lifetime members, service unit team members, older girls, etc. For that reason, I do not recommend setting a quorum size other than “those present” for SU meetings. How is the size of your SU membership determined if you have a quorum other than those in attendance?
As for determining the number of delegates, it’s not specified anywhere in GSUSA governing documents as to how councils should determine this number (or what governance structure to use), so it’s left up to the councils. There is a reference in RONR 58:8 with a suggestion on how the number of delegates can be determined based on member size. The GSUSA monograph “Reviewing and Changing Articles of Incorporation and Bylaws in Girl Scouting” from the late 1990s feature a number of sample bylaws for councils, one of which includes language present in most council bylaws stating delegate size is determined by a formula established by the board based on the number of girls in a service unit. The monograph recommends that delegate size be based on the number of girl members. This also mirrors how the number of National Delegates is determined for councils in the GSUSA Constitution which is also based on the number of girls. Since the organization Girl Scouts specifically serves girls per its Congressional Charter, I also agree that the number of delegates should be based on the number of girls and not both girls and volunteers.
Thanks for the background on girl membership numbers defining Delegate numbers. That’s exactly what we were looking for.