March 2025
The following language was removed from the Bylaws in Article II/Officers/D:
iii. have responsibility for the seal of the corporation and ensure its safekeeping; and
The following language was also removed from the Bylaws in Article II/Officers/E:
iii. execute, in the name of the corporation, all contracts or other instruments authorized by the National Board;
The following changes were made in the Bylaws in Article V/Committees:
2. Except where otherwise provided in the Constitution and Bylaws, the chairs of standing committees of the National Board shall be recommended by the President from members of the National Board, and approved by a majority of all the National Board members in office when the action is taken, 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. No individual shall serve as the chair of the same committee for more than two consecutive terms.
3. Members of standing committees established by the National Board shall be National Board members recommended by the President, in consultation with the chair of the respective committee, and approved by a majority of all the National Board members in office when the action is taken, 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. No individual shall serve as a member of the same committee for more than three consecutive terms. Members of advisory committees need not be members of the National Board and may not serve as a member of the same committee for more than three consecutive terms.
The following changes were made to the Bylaws in Article VI/Finance and Signature Authority:
d. The National Board shall approve means other than original signatures by which approval is effected for transactions.
f. The National Board shall designate signature authority for the organization with respect to contracts and other instruments that do not fall within the definition of transactions set forth in 4c.
Additionally, changes were made to the Bylaws in Article VII/Indemnification:
a. This corporation shall indemnify and defend directors and officers against losses actually and reasonably incurred in connection with the defense of any action, suit, or proceeding relating to the performance of their duties or if otherwise named by reason of their being a director or officer (including serving at the request of the corporation as a director, officer, trustee, or agent of another entity or employee benefit plan) to the fullest extent permitted by law. In connection therewith, the corporation shall advance funds incurred by a director or officer in connection therewith, subject to an undertaking in the form of a record by such director or officer to repay any funds advanced in the event it is ultimately determined that indemnification is not permitted by law.
b. This corporation will maintain a directors’ and officers’ liability insurance policy providing coverage for directors and officers that is reasonable in relation to such directors’ and officers’ responsibilities with respect to the corporation.
New language was added to the Bylaws in Article IX/Geographical Areas:
For the purposes of establishing National Council quorum, delegate location shall be determined by the state where the delegate primarily lives.
The following changes were made to the Credentials section under Conditions for a Girl Scout Council Charter:
Audit and management letter | Annually |
990 Form | Annually |
Current Board Member List | Update when changes occur |
Annual Meeting Minutes | Annually |
Board Minutes/Board Packets | |
Name of CEO and Board Chair | When there are changes |
Headquarters Address | When there are changes |
Under the Policies section in ENDORSEMENTS/TRADEMARK/ MARKETING/INTERNET SALES, the following changes were made:
INDIVIDUAL TESTIMONIALS
Individual members of the Girl Scout Movement shall not allow their names or image, in their Girl Scout capacities, to be used in advertising testimonials directly or indirectly endorsing any product or service.
GIRL SCOUT TRADEMARK
Every item bearing the Girl Scout name and service mark, including items for resale or non-resale by councils, shall conform to the Girl Scout Graphic Guidelines Brand Standards published by GSUSA. Items used for both resale and non-resale shall adhere to the stipulations stated above for resale items.