This article’s purpose is to give you an overview of the typical governance structure within a council. However, every council is its own 501(c)(3), otherwise known as a nonprofit organization. Therefore, each council has its own system and style of governance independent of GSUSA. You can read more about the relationship between councils and GSUSA in this article. Since each council’s governance structure is a little different, always consult your council’s bylaws to find out exactly how yours is set up.
Within a typical council governance structure, there are three sets of people involved:
- The Board of Directors
- The CEO
- Delegates or the Membership
The Board of Directors
The board of directors in a Girl Scout council is empowered to act on behalf of the membership within the framework of the council’s bylaws, state law, and council charter requirements as determined by GSUSA. The board is legally, ethically, and morally responsible for performing its functions and should report to the council membership.
A Girl Scout council’s board of directors has ten major functions1:
- Fulfilling charter obligations and corporate responsibilities
- Policymaking
- Selection, performance, and evaluation of the CEO
- Strategic planning
- Fund development
- Fiduciary oversight
- Interaction with the community
- Oversight of the operations function
- Review of the accomplishments of the board and the president
- Ensuring a system for policy influencing between the adult membership and the board of directors
A Board’s Fiduciary Responsibility
A board of directors has three fiduciary responsibilities:
- Duty of care
- Duty of obedience
- Duty of loyalty
Duty of care means board members should be actively involved and committed to serving the mission and goals of the council. They should take their position seriously and give it the same care they would any of their other personal duties.
Duty of obedience means board members should make sure the organization is abiding by laws, rules, and regulations and that the organization doesn’t engage in illegal or unauthorized activities.
Duty of loyalty means that board members have to put the needs of the organization above their own. They should not use the organization for their own benefit and or for personal and commercial gain.
Failure to maintain these duties puts the organization and its nonprofit status at risk. Board members are legally responsible and can be held personally liable for a breach of fiduciary duties.
The Chief Executive Officer
The CEO is also a component of a council’s governance structure. A Girl Scout council board of directors is responsible for hiring the council CEO, and the council CEO is the board’s only employee. The CEO is then responsible for council operations and for hiring council staff.
The CEO works in tandem with the board president (also called the chair of the board) and board members to determine policy and strategies. Ideally, the board consults with decision-influencing groups such as delegates and community leaders regularly about policies and about the strategic direction of the council. Sometimes, the CEO serves as an ex-officio (“by virtue of the office”) officer of the board; ex officio membership does not necessarily mean the CEO has a vote in board affairs. Again, your council’s bylaws will note if this is the case or not.
The main duties of a CEO include:
- Executing strategies as defined by the Board of Directors
- Partnering with staff and volunteers
- Working with the Board and GSUSA
- Hiring operational staff and managing volunteers
- Participating in fundraising
A council CEO has one foot in governance and the other in operations. To find out the difference between these two functions, visit this article.
Membership-based vs. Delegate-based Systems
There are two basic types of governance structure involving membership that councils can use. One is a “membership-based” system in which each member of the council (usually 14 years and older – but check the bylaws!) is entitled to one vote. This sometimes is called the “town hall” governance structure as it is modeled after town hall decision-making in some communities.
The other type of structure is “delegate-based.” Delegates can be elected by service units, associations, or neighborhoods, or they can also be appointed. Your council’s bylaws should dictate the duties of delegates and how they are elected by the membership of the council. In many councils, delegates elect the members of the board of directors, elect National Delegate members, and vote on amendments to the council’s bylaws and Articles of Incorporation. In ALL cases, elected delegates SHOULD have a two-way communication line between who elects them (whether it’s your service unit, association, neighborhood, etc.) and the leadership of the council. So if you’re a delegate, this means you should ask for input from your membership about upcoming delegate meeting items and also bring back reports, even if you think it’s not important or that nobody seems to cares.
Keep in mind that what is defined as a “delegate” may be different from how “the delegate body” is defined. The delegate body can be composed of several different types of members such as elected delegates, National Council Delegates, and board members.
Self-Perpetuating Boards
There are several councils that do not use a membership or delegate-based system of governance and only rely on a board of directors. The board is known as “self-perpetuating,” meaning it elects its own members. It also has full control over the council’s bylaws. Ideally, a self-perpetuating board receives input from the council’s membership in addition to staff members in some form of an advisory committee, but that doesn’t necessarily have to be the case. The membership of a council has few, if any, governance options to force a self-perpetuating board to make a change in direction for the council.
If your council uses a different system of governance that we haven’t covered in this article, please let us know via the comments below or directly at admin@girlscoutgovernance.com.