The Bylaws went through a significant rewrite in June 2005 as revised by the National Board of Directors. Red strike-through text indicates wording has been deleted whereas green text indicates added/replacement text.
Article I Meetings of the National Board of Directors
1. The National Board of Directors (hereinafter referred to as the “National Board”) shall hold at least two regular meetings a year. In the year in which the National Council convenes, one meeting shall be held immediately following and at the same place as the National Council Session. Other mMeetings shall be held at such time and place as the National Board may direct. Notice of time and place of such meeting shall be mailed provided to each member of the National Board not less than 30 10 days before the meeting.
2. Special meetings may be called by the President. A special meeting and shall be called by the President upon written the request of at least 10 members of the National Board. Notice of time, place, and purpose of a special meeting shall be provided in advance sent not less than 10 days before the meeting to each member of the National Board at the address on file at national headquarters.
3. A majority of the National Board members must be present (in person or linked by telecommunication or by means such that all members participating in the meeting are able to hear one another) to constitute a quorum. In the absence of a quorum, a majority of those present for the meeting (in person or by telecommunication) at the time and place set for the meeting may take an adjournment from time to time until a quorum shall be present or set a time for another telecommunication linkage to ensure the presence of a quorum.
Article II Officers
1. The duties of the officers, pursuant to authority conferred by the National Council or the National Board of Directors, shall be as follows: The officers shall perform the duties prescribed in this Article and such other duties as are prescribed for the office in the Constitution or Bylaws of GSUSA, by the National Board, the Executive Committee, the National Council, the President, and in the adopted parliamentary authority, as well as such other duties as are usual to this office.
a A. The President, who shall have the working title Chair of the National Board of Directors, shall:
¶ i. be the principal officer of the corporation; and shall
¶ ii. preside at all meetings of the National Council, the National Board of Directors, and the Executive Committee, except such meetings for which the duty of presiding is delegated to the First Vice President, Second Vice President, the Secretary, or the Treasurer.;
¶ iii. The President shall perform such duties as are usual to this office and such other duties as are prescribed elsewhere in the Bylaws. The President shall be responsible for seeing see that the lines of direction given by the National Council and the action of the National Board of Directors are carried into effect; and for
¶ iv. reporting to the National Council and the National Board of Directors as to the conduct and management of the affairs of the corporation.; and
¶ v. The President shall be serve ex officio a member of all committees established by the National Board.
b. The Vice Presidents, who shall have the working title of Vice Chairs, in order of their rank, shall perform the duties of the President in case of the President’s absence or disability, and shall assist the President in such duties as the President shall assign.
B. The First Vice President, who shall have the working title of First Vice Chair, shall:
i. assist the President with any and all duties assigned by the President;
ii. preside at meetings of the National Council, the National Board, or the Executive Committee in the absence or inability of the President, or when delegated the responsibility of presiding; and
iii. in the event of the vacancy in the office of President, succeed to the office for the unexpired term.
C. The Second Vice President, who shall have the working title of Second Vice Chair, shall:
i. assist the President with any and all duties assigned by the President;
ii. preside at meetings of the National Council, the National Board, or the Executive Committee in the absence of the President and First Vice President or in the President’s and First Vice President’s inability to preside or when delegated the responsibility of presiding; and,
iii. in the event of the vacancy in both the offices of President and First Vice President, succeed to the office of President for the unexpired term.
c. D. The Secretary shall:
¶ i. be responsible for seeing ensure that proper notice is given of for all meetings of the National Council, National Board of Directors, and Executive Committee;
¶ ii. and ensure that minutes of such all meetings of the National Council, National Board, and Executive Committee are kept.;
¶ iii. The Secretary shall be responsible have responsibility for the seal of the corporation and its custody. ensure its safekeeping; and
¶ iv. The Secretary shall perform such duties as are usual to this office. preside at meetings of the National Council, the National Board, or the Executive Committee when delegated the responsibility of presiding.
d. E. On behalf of the National Board, tThe Treasurer shall:
¶ i. provide effective stewardship, control, and oversight of the corporation’s finances; and shall delegate specific duties to the Chief Financial Officer (CFO) and the Assistant Treasurer, if appointed, to
¶ ii. execute directives of the National Board of Directors in connection with all financial issues therewith, including, but not limited to:
¶ a. the receipt, custody, disbursement, and borrowing of money;
¶ b. the receipt, custody, and disposal of securities;
¶ iii. the execution execute, in the name of the corporation, of all contracts or other instruments authorized generally or specifically by the National Board of Directors.
¶ iv. The Treasurer shall be ex officio serve as a member, but not chair, of the Finance Committee.; and
¶ v. preside at meetings of the National Council, the National Board, or the Executive Committee, when delegated the responsibility of presiding.
e. F. The CEO shall be the Chief Executive Officer of the corporation and The Chief Executive Officer, hereinafter referred to as the ”CEO,’ shall:
¶ i. be responsible to the National Board; of Directors, through the President, for the performance of such
¶ ii. serve ex officio without vote as a member of the National Board; and
¶ iii. perform such other duties as may be prescribed by the National Board of Directors.
f. G. The CFO The Chief Financial Officer, hereinafter referred to as the “CFO;’ shall:
¶ i. be responsible to the National Board of Directors for and to the CEO;
¶ ii. maintaining budgetary control of finances of the corporation and for seeing ensuring that no obligations are incurred in the name of the corporation, except for the purpose of the corporation and pursuant to proper authorization.;
¶ iii. The CFO shall manage the accounts and all financial records,;
¶ iv. prepare and issue the financial statements and reports;
¶ v. serve ex officio without vote as a member of the National Board; and
¶ vi. perform such other duties as are usual to this office prescribed by the National Board or the CEO.
Article Ill International Commissioner
At each meeting of the National Board of Directors immediately following the regular session of the National Council, tThe President shall appoint from among the members of the National Board of Directors the International Commissioner, who shall assist the President in the work with the World Association of Girl Guides and Girl Scouts.
Article IV Executive Committee
[Editor’s note: the order of 1. and 2. were swapped]
1. 2. Duties.
¶ A. Authority Between Meetings. There shall be an The Executive Committee which shall have and may exercise the powers authority of the National Board of Directors in the interim between National Board meetings of the National Board, except that the National Board shall not delegate to the Executive Committee shall not: the power to
¶ i. determine what reports and proposals are to be submitted to the National Council,;
¶ ii. to approve the budget,;
¶ iii. or to adopt or amend policies which are to be in the Blue Book of Basic Documents, the Bylaws of GSUSA;
¶ except in case of an emergency when these powers are deemed to be delegated.
¶ B. Reports. The Executive Committee shall submit to the National Board of Directors reports of action taken between National Board meetings of the National Board.
2. 1. Composition. The Executive Committee shall consist of no more than 18 11 members, among whom shall be as follows:
¶ A. tThe President, the First Vice President, the Second Vice President, the Secretary, and the Treasurer,
¶ B. tThe Chair of the National Nominating Committee,;
¶ C. and no less than two nor more than 11 members-at-large from the National Board of Directors. Those members-at-large shall include the International Commissioner and the respective chairs of the standing committees established by the National Board, and, if appointed, the Assistant Treasurer. The International Commissioner;
¶ D. Up to four members-at-large, appointed by The President;
¶ E. The Chief Executive Officer CEO and Chief Financial Officer CFO, who shall be serve as ex officio members without vote. At the meeting of the National Board of Directors immediately following the regular session of the National Council, the National Board shall elect the members-at-large from nominations submitted by the President. At least two of the members-at-large shall be persons who did not serve on the Executive Committee during the preceding three years. A vacancy among the members-at-large shall be filled by the National Board for the remainder of the unexpired term.
3. Meetings. The Executive Committee shall meet as needed. Notice of date, time, and place of such meetings shall be mailed provided in advance to each member of the Executive Committee not less than 10 days before the meeting. Such meetings shall be called by the Chair. Special meetings may be called by either the Chair or upon the written request of six at least four members. Notice of date, time, place or method, and purpose of a special meeting shall be sent not less than 24 hours before the meeting provided in advance to each member of the Executive Committee at the address on file at national headquarters. Notice will be deemed to be duly sent if transmitted by mail, telegraph, or telephone, except that a notice of a meeting to be held on less than five days’ notice shall not be transmitted by mail.
¶ 4. Quorum. Nine members A majority of the Executive Committee members then in office must be present (in person or linked by telecommunication by means such that all members participating in the meeting are able to hear one another) to constitute a quorum for transaction of business. In the absence of a quorum, a majority of those present (in person or by telecommunication) at the time and place set for the meeting may take an adjournment from time to time until a quorum shall be present or set a time for another telecommunication linkage to ensure the presence of a quorum.
Article V Committees
1. The National Board of Directors shall has the authority to establish standing committees and such other committees as it deems necessary. The National Board shall establish the functions of these committees, which shall operate under the general supervision of the National Board of Directors.
2. Except where otherwise provided in the Constitution and Bylaws, the chairs of committees established by the National Board shall be appointed by the President from members of the National Board, and subject to the approval of the National Board of Directors, and approved by either the Executive Committee or the National Board, for a term beginning at the time of the approval of the appointment and ending at the close of the next regular session of the National Council, and shall serve in this capacity for no more than three consecutive terms. The appointment of the chair of each of the standing committees shall be at the meeting of the National Board of Directors immediately following the regular session of the National Council, except that vacancies may be filled at any regular meeting of the National Board. No individual shall serve as the chair of the same committee for more than two consecutive terms.
3. Members of committees established by the National Board shall be appointed by the President, in consultation with the chair of the respective committee, subject to the approval of the National Board of Directors, for a term beginning at the time of the approval of the appointment and ending at the close of the next regular session of the National Council, and shall serve for no more than four consecutive terms on any one committee. Members of committees shall be appointed at any regular meeting of the National Board but, in the event that the date of such appointment shall be more than 18 months prior to the next regular session of the National Council, the committee member shalt be deemed to have served a full term. Members of the Finance Committee shall include the Treasurer, except that the Treasurer shall not be chair of said committee. No individual shall serve as a member of the same committee for more than three consecutive terms. Members of committees need not be members of the National Board.
Article VI Finance
1. The fiscal year of the corporation shall begin on October 1 and shall end on September 30.
2. Certified public accountants shall be retained by the National Board of Directors to make an annual examination of the financial accounts of the corporation. The certified public accountants shall submit a report of this examination to the National Board of Directors.
3. All persons having access to or responsibility for the handling of monies and securities shall be bonded.
4.
a. The National Board of Directors shall designate the monetary limit at which transactions as defined in 4c, in amounts equal to or in excess of the limit, shall require the signature/approval of the Treasurer, or one of the Treasurer’s. nominees, and the signature/approval of the Chief Financial Officer CFO, or one of the Chief Financial Officer’s CFO’s nominees, such nominees having been approved by the National Board of Directors.
b. Transactions as defined in 4c in an amount less than the monetary limit designated by the National Board shall require the signature/approval of the Treasurer, or one of the Treasurer’s nominees, or the signature/approval of the Chief Financial Officer, or one of the Chief Financial Officer’s nominees, such nominees having been approved by either the Executive Committee or the National Board of Directors.
c. Transactions shall include checks, drafts, notes, orders, sales of securities, electronic funds transactions, and other forms of electronic commerce that the National Board may deem appropriate.
d. The National Board of Directors shall approve means other than original signatures by which approval is effected.
e. Access to securities held by the corporation shall be by two persons, namely the Treasurer or President, or their approved nominees, and by the Chief Financial Officer CFO or the Chief Financial Officer’s CFO’s nominees, such nominees having been approved by either the Executive Committee or the National Board of Directors.
Article VII Indemnification
5. This corporation shall indemnify directors and officers against all qualified expenses losses actually and reasonably incurred in connection with the defense of any action, suit, or proceeding relating to negligence or misconduct in the performance of duty their duties in the manner prescribed by District of Columbia to the extent permitted by law.
Article Vll VIII Blue Book of Basic Documents
The National Board of Directors A Blue Book of Basic Documents shall cause to be published and widely distributed the Blue Book of Basic Documents, which shall contain the Congressional Charter, the Constitution and Bylaws, requirements for credentials as established by the National Council, and such other materials as the National Board of Directors shall direct.
Article VIII IX Geographical Areas of the Country
Geographical areas of the country, as referenced in the Constitution of GSUSA, shall consist of the following:
Geographical Area 1: Connecticut, Maine, Massachusetts, New Hampshire, New Jersey, New York, Rhode Island, Vermont, Puerto Rico, and the United States Virgin Islands
Geographical Area 2: Delaware, District of Columbia, Kentucky, Maryland, Ohio, Pennsylvania, Virginia, and West Virginia
Geographical Area 3: Alabama, Florida, Georgia, Louisiana, Mississippi, North Carolina, South Carolina, and Tennessee
Geographical Area 4: Illinois, Indiana, Michigan, Minnesota, North Dakota, South Dakota, and Wisconsin
Geographical Area 5: Arkansas, Colorado, Iowa, Kansas, Missouri, Nebraska, New Mexico, Oklahoma, Texas, and Wyoming
Geographical Area 6: Alaska, Arizona, California, Hawaii, Idaho, Montana, Nevada, Oregon, Utah, Washington, American Samoa, Guam, Midway Islands, and Wake Island and Northern Mariana Islands
Article IX X Parliamentary Authority
The latest edition of Robert’s Rules of Order Newly Revised shall be the parliamentary authority governing the meetings of the National Council, the National Board of Directors, the Executive Committee, and all committees of Girl Scouts of the USA.
Article X XI Amendments
These Bylaws may be amended by a majority of those present (in person or linked by telecommunication as described under Article l, Section 3 of the Bylaws) and voting at any meeting of the National Board of Directors, or present and voting at any meeting of the National Council, provided that the proposed amendment shall have been included in the call for the meeting.