g irl s couts of mn & wi l akes & p ines delegate training

GIRL SCOUTS OF MN & WILAKES & PINESDelegate Training

TRAINING AGENDA

Review Delegate Responsibilities

Review Dates

Discuss Proposals

Review Parliamentary Procedures

Answer Questions

DELEGATES ARE EXPECTED TO ATTEND ONE COUNCIL DELEGATE TRAINING AND THE ANNUAL MEETING

Delegate Trainings are a choice of one of two TeleconferencesDial In: 1-866-477-6298Enter: 275465#

o Dates: Thursday, December 8 7:00 – 8:30pm Tuesday, December 13 7:00 – 8:30pm

WHAT TO EXPECT AT THE ANNUAL MEETING The election of Council Officers

The election of the Board of Directors

The election of the members of the Board Development Committee

The election of Delegates to the National Council Session of GSUSA

Amend Articles of Incorporation and By-Laws

Receive and act upon reports of the Board of Directors

REPORT BACK TO SERVICE UNIT CONSTITUENTSThis is for members of the Service Unit who are 14 years old or older

ANNUAL MEETING DATE:

Le St-Germain Suite Hotel404 West St. Germain StreetSt. Cloud, MN 56301

January 27, 2012 | Reception- 6:30-9:00Chanticleer Room

January 28, 2012 | Registration- 8:30 a.m.Meeting 9am – NoonLuncheon 12:30 – 1:30 p.m.

Ballroom – Skyway Level

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Please complete the registration form on our website:

http://www.gslakesandpines.org/files/2798.pdf

Fax, email, or mail form to:

(320)253-9403

[email protected]

GSMWLP Attn: Katie K. 400 2nd Ave. S. Waite Park, MN 56387

Money has been allocated within the Council budget to support service unit participation in the Council's Annual Meeting. Allowable expenses include:

•Delegate Meeting registration and meal at the Annual Meeting (Delegates only, not alternates)

•$50 towards the cost of one hotel room for delegates per service unit (up to 4 persons)

•Mileage for one vehicle per service unit at the IRS volunteer mileage rate of $.14 per mile

The cost of the Service Unit Delegate meal will be directly allocated from the Council budget upon registering for the Annual Meeting. The social event is at the expense of the guest/delegate. The $50 hotel subsidy and mileage expense will be reimbursed following the Annual Meeting by submitting the completed form that will be included in the Delegate Information Packet.

2011 GIRL SCOUTS OF MINNESOTA AND WISCONSIN LAKES AND PINES – PROPOSAL 1

Statement of Proposal: To amend the By-Laws by striking and inserting as follows: Current Wording Proposed Amendment to

By-Laws If Adopted, Will Read

Article II Section 2 Voting Membership. The voting membership of the Council shall consist of: a. delegates elected by the constituencies as defined in Article X; b. the members of the board of directors and members of the board development committee who are not otherwise members of the Council. All voting members shall hold membership only for the term to which they have been elected and only for as long as they are registered through the Council.

Article II Section 2 Voting Membership. The voting membership of the Council shall consist of:

a. delegates elected selected by the constituencies as defined in Article X;

b. the members of the board

of directors and members of the board development committee who are not otherwise members of the Council.

All voting members shall hold membership only for the term to which they have been selected/elected and only for as long as they are registered through the Council.

Article II Section 2 Voting Membership. The voting membership of the Council shall consist of: a. delegates selected by the constituencies as defined in Article X; b. the members of the board of directors and members of the board development committee who are not otherwise members of the Council. All voting members shall hold membership only for the term to which they have been selected/elected and only for as long as they are registered through the Council.

Rationale for Recommendation: Amendments approved last year in Article X make this change necessary to maintain consistency. Council delegates are selected not elected.


Statement of Proposal: To amend the By-Laws by striking and inserting as follows: Current Wording Proposed Amendments to


Article II Section 3 Selection of Delegates. The number of delegates shall be based on the girl membership of each constituency as of September 30th each year. Each constituency shall be entitled to select one delegate and one alternate delegate. Each constituency shall also be entitled to select one additional delegate for each 100 girls registered in the constituency, or portion thereof, over 100. Delegates shall be selected for a term of one year or until their successors are selected. Each constituency shall be entitled to select delegates and persons to become delegates for the unexpired term should vacancies occur.

Article II Section 3 Selection of Delegates. The number of delegates shall be based on the girl membership of each constituency as of September April 30th each year. Each constituency shall be entitled to select at least one delegate and one alternate delegate. Each constituency shall also be entitled to select at least one additional delegate for each 100 girls registered in the constituency, or portion thereof, over 100 (99 girls – 2 delegates; 125 girls – 3 delegates; 201 – 4 delegates). Delegates shall be selected for a term of one year or until their successors are selected. Each constituency shall be entitled to select delegates and persons to become delegates for the unexpired term should vacancies occur.

Article II Section 3 Selection of Delegates. The number of delegates shall be based on the girl membership of each constituency as of April 30th each year. Each constituency shall be entitled to select at least one delegate and one alternate delegate. Each constituency shall also be entitled to select at least one additional delegate for each 100 girls registered in the constituency (99 girls – 2 delegates; 125 girls – 3 delegates; 201 – 4 delegates) Delegates shall be selected for a term of one year or until their successors are selected. Each constituency shall be entitled to select delegates and persons to become delegates for the unexpired term should vacancies occur.

Rationale for Recommendation: Changing the date from September to April allows more time for service units to select delegates for the annual meeting held in J anuary of the following year. The “or portion thereof” terminology is confusing and does not convey a clear formula for delegate entitlement. Adding the parenthesis adds further clarification.


Statement of Proposal: To amend the By-Laws by striking and inserting as follows: Current Wording Proposal Amendments to


Article II Section 7 Quorum. Twenty-five percent of the voting members of the Council shall be present to constitute a quorum for the transaction of business, provided that voting members are present from a majority of the constituencies. A member may participate in a meeting of the Council by any means of remote communication through which the member, other members participating, and all members physically present at the meeting may simultaneously hear each other during the meeting. Participation in the meeting of the Council by this means shall constitute personal presence at the meeting.

Article II Section 7 Quorum. Twenty-five percent of the voting members of the Council shall be present to constitute a quorum for the transaction of business, provided that voting members are present from a majority of the constituencies regions. A member may participate in a meeting of the Council by any means of remote communication through which the member, other members participating, and all members physically present at the meeting may simultaneously hear each other during the meeting. Participation in the meeting of the Council by this means shall constitute personal presence at the meeting.

Article II Section 7 Quorum. Twenty-five percent of the voting members of the Council shall be present to constitute a quorum for the transaction of business, provided that voting members are present from a majority of the regions. A member may participate in a meeting of the Council by any means of remote communication through which the member, other members participating, and all members physically present at the meeting may simultaneously hear each other during the meeting. Participation in the meeting of the Council by this means shall constitute personal presence at the meeting.

Rationale for Recommendation: By replacing the word “constituencies” with “regions” we believe this part of the annual meeting quorum requirement will be more easily met while still allowing enough representation from different areas of the council’s jurisdiction.


Statement of Proposal: To amend the By-Laws by striking and inserting as follows: Current Working Proposed Amendment to


Article III Section 1 Composition. There shall be a board development committee comprised of 7 voting members. At least two of the members shall be elected from among the members of the board of directors and at least four shall be non-board members. The chief executive officer (“CEO”) of the Council shall be a non-voting member of the board development committee. Members of the board development committee shall be representatives from the various geographic areas within the Council.

Article III Section 1 Composition. There shall be a board development committee comprised of 7 voting members. At least two three of the members shall be elected from among the members of the board of directors and at least four three shall be non-board members. The chief executive officer (“CEO”) of the Council shall be a non-voting member of the board development committee. Members of the board development committee shall be representatives from the various constituencies within the Council.

Article III Section 1 Composition. There shall be a board development committee comprised of 7 voting members. At least three of the members shall be elected from among the members of the board of directors and at least three shall be non-board members. The chief executive officer (“CEO”) of the Council shall be a non-voting member of the board development committee. Members of the board development committee shall be representatives from the various constituencies within the Council.

Rationale for Recommendation: Changing the ratio of board member to non-board member on the Board Development Committee reflects the trend of other Girl Scout councils of a similar size to GSMWLP. It has become more difficult to find non board members with enough knowledge of Girl Scouting to be enthusiastic advocates when interviewing potential board members.



By Laws If Adopted, Will Read

Article III Section 3 Selection and Term of Chair. Prior to the first meeting following the annual meeting, the Board Chair, with approval of the Board of Directors, shall select the chair for a term of one year. The chair of the board development committee may serve no more than two consecutive one year terms as chair. The chair, if not already elected to the board of directors, shall be a non-voting member of the board of directors. If a vacancy in the office of the chair occurs, a new chair shall be appointed by the members of the board development committee for the remainder of the unexpired term.

Article III Section 3 Selection and Term of Chair. Prior to the first meeting following the annual meeting, the Board Chair, with approval of the Board of Directors, shall select the chair for a term of one year. The chair of the board development committee may serve no more than two consecutive one year terms as chair. The chair, if not already elected to the board of directors, shall be a non-voting member of the board of directors. If a vacancy in the office of the chair occurs, a new chair shall be appointed by the members of the board development committee Board Chair for the remainder of the unexpired term.

Article III Section 3 Selection and Term of Chair. Prior to the first meeting following the annual meeting, the Board Chair, with approval of the Board of Directors, shall select the chair for a term of one year. The chair of the board development committee may serve no more than two consecutive one year terms as chair. The chair, if not already elected to the board of directors, shall be a non-voting member of the board of directors. If a vacancy in the office of the chair occurs, a new chair shall be appointed by the Board Chair for the remainder of the unexpired term.

Rationale for Recommendation: This change will bring consistency in the procedure for filling the Board Development Committee Chair should a vacancy occur.




Article VI Section 2 Composition. The board of directors shall consist of the five (5) officers of the Council and fourteen to sixteen directors called members-at-large. The chair of the board development committee, if not elected to the board of directors, shall be a non-voting member of the board of directors.

Article VI Section 2 Composition. The board of directors shall consist of the five (5) officers of the Council and fourteen to sixteen ten to twelve directors called members-at-large. The chair of the board development committee, if not elected to the board of directors, shall be a non-voting member of the board of directors.

Article VI Section 2 Composition. The board of directors shall consist of the five (5) officers of the Council and ten to twelve directors called members-at-large. The chair of the board development committee, if not elected to the board of directors, shall be a non-voting member of the board of directors.

Rationale of Recommendation: With the decision to eliminate the older girl voting member positions and considering the difficulty in finding qualified board members to serve, it we recommend a reduction in the number of members-at-large to the range of 10-12. Industry standards, reported from Board Source, a leader in non-profit management, recommend a board size between 16-18 members. With the inclusion of the officers, this change would bring our total number of board member to 15-17 individuals.




Article VI Section 7 Quorum. Two-thirds (2/3) members of the board shall be present in person to constitute a quorum for the transaction of business. If a quorum is present when a duly called or held meeting is convened, board members present may continue to transact business until adjournment, notwithstanding that withdrawal of a number of board members originally present leaves less than a quorum.

Article VI Section 7 Quorum. Two-thirds (2/3) A majority of members of the board shall be present in person to constitute a quorum for the transaction of business. If a quorum is present when a duly called or held meeting is convened, board members present may continue to transact business until adjournment, notwithstanding that withdrawal of a number of board members originally present leaves less than a quorum.

Article VI Section 7 Quorum. A majority of members of the board shall be present in person to constitute a quorum for the transaction of business. If a quorum is present when a duly called or held meeting is convened, board members present may continue to transact business until adjournment, notwithstanding that withdrawal of a number of board members originally present leaves less than a quorum.

Rationale for Recommendation: When quorum is not met the board is prevented accomplishing the work of the council. Changing from 2/3 to a majority reduces the actual number of members required to be present by two. History has shown that when quorum has not been met it has been just by just one member.




Article VIII Section 2 Contributions. Any contributions, bequests, and gifts made to the Council shall be accepted or collected as authorized by resolution of the board of directors.

Article VIII Section 2 Contributions - Any contributions, bequests, and gifts made to the Council shall be accepted or collected as authorized by resolution by the board of directors in accordance with the Gift Acceptance Policy approved by the board of directors. The policy is to be reviewed and approved annually.

Article VIII Section 2 Contributions - Any contributions, bequests, and gifts made to the Council shall be accepted or collected in accordance with the Gift Acceptance Policy approved by the board of directors. The policy is to be reviewed and approved annually.

Rationale for Recommendation: A policy has been established by the board which gives specific guidelines for accepting contributions. This section as currently written does not reflect that a policy is in place.


Statement of Proposal: To amend the By-Laws by striking and inserting as follows: Current Wording Proposed amendment to


Article VIII Section 13 Investments. The treasurer of the Council shall invest the funds of the Council in accordance with the direction of the board of directors, or any committee of the board appointed for such purpose.

Article VIII Section 13 Investments - The treasurer of the Council shall invest the funds of the Council in accordance with the direction of the board of directors, or any committee of the board appointed for such purpose the investment policy approved by the board of directors. The policy is to be reviewed and approved annually.

Article VIII Section 13 Investments - The treasurer of the Council shall invest the funds of the Council in accordance with the investment policy approved by the board of directors. The policy is to be reviewed and approved annually.

Rationale for Recommendation: A policy has been established by the board which gives specific guidelines for investing funds. This section as currently written does not reflect that a policy is in place.




Article X Section 1 Geographic Subdivisions. The board of directors shall establish, within the Council's jurisdiction, geographic sections, which shall be known as regions; each region shall be further subdivided into smaller geographic sections, which shall be known as areas; each area shall be further subdivided into smaller geographic sections, which shall be known as service units. Service units provide for membership participation in the activities and business of the Council and serve as constituencies for governance issues. Constituencies are defined as policy influencing bodies.

Article X Section 1 Geographic Subdivisions. The board of directors shall establish, within the Council's jurisdiction, geographic sections, which shall be known as regions; each region shall be further subdivided into smaller geographic sections, which shall be known as areas; each area region shall be further subdivided into smaller geographic sections, which shall be known as service units. Service units provide for membership participation in the activities and business of the Council and serve as constituencies for governance issues. Constituencies are defined as policy influencing bodies.

Article X Section 1 Geographic Subdivisions. The board of directors shall establish, within the Council's jurisdiction, geographic sections, which shall be known as regions; region shall be further subdivided into smaller geographic sections, which shall be known as service units. Service units provide for membership participation in the activities and business of the Council and serve as constituencies for governance issues. Constituencies are defined as policy influencing bodies.

Rational for Recommendation: With the staff reorganization the term “areas” are being eliminated. This amendment is necessary to maintain consistency as the council changes.




Article X Section 3a Responsibility of the Constituency. It shall be the responsibility of each constituency to: a. elect delegate members of the Council, present the views of the constituency to the delegates, and receive delegates' reports.

Article X Section 3a Responsibility of the Constituency. It shall be the responsibility of each constituency to:

a. Elect Select delegate members of the Council, present the views of the constituency to the delegates, and receive delegates' reports.

Article X Section 3a Responsibility of the Constituency. It shall be the responsibility of each constituency to:

a. Select delegate members of the Council, present the views of the constituency to the delegates, and receive delegates' reports.

Rationale for Recommendation: Amendments approved last year make this change necessary to maintain consistency within Article X.

BASIC PARLIAMENTARY PROCEDURESOrder of precedence:1. Main Motion2. Postpone indefinitely3. Amend a motion4. Amend an amendment5. Refer to committee6. Previous question

Debatable motions: 1. Main motion2. Postpone indefinitely3. Amend a motion4. Amend an amendment5. Refer to committee

Undebatable motion:1. Previous question 2. Adjourn

Incidental motions:1. Point of information 2. Parliamentary inquiry

According to Robert’s Rules of Order Newly Revised there are several types of motions that have a specific order of precedence. For the purposes of our council’s annual meeting the following are motions that would most likely be used:

• Main motion,

• Postpone indefinitely,

• Amend a motion,

• Amend an amendment,

• Refer to committee and previous question.

There is a proper order for these motions as well as correct ways to word them. Some are debatable and some are not. All require a second. There are also incidental motions that relate in some way to the business at hand and must be decided immediately before business can proceed. These would interrupt debate in order to be addressed.

When there is an amendment made to a motion it must be discussed and voted on before the main motion’s discussion can continue or be voted on. If there is an amendment to an amendment the same applies, i.e. the amendment to the amendment must be discussed and voted on before the amendment can be voted on. It is important that the chair repeat the motion up for vote so that it is clear what is being voted on at that time.

PROCEDURES CONTINUEDWhat the motions mean:

Postpone indefinitely-rejects or kills the main motion without a vote on it.Amend a motion-modify the wording of a pending motion or amendment. This requires a second. This may not alter the intent or increase the scope of the main motion.Refer to committee-send the main motion to a committee for further investigation or review. This requires a second and a majority vote to pass.Previous question-immediately closes debate and the making of amendments. This can be for an immediately pending amendment or for a series of pending questions. This requires a second and a vote of 2/3 to pass.Point of information-for purposes of obtaining information and not be a means of debate. This must be in the form of a question.Parliamentary inquiry-to obtain information about parliamentary procedure or use of a motion that pertains to the pending business.

Procedure for various motions

Main Motion: The delegate should state name and service unit before stating, “I move that….”. Another delegate seconds motion.The chair states the motion by repeating it (which formally places it before the group).Chair asks for discussion. At this time it is considered pending and can have secondary motions applied to it (amendments, etc).Chair puts the question to the vote after repeating the motion in its final form.

Other Motions:After stating name and service unit, use the words, “I move….” i.e. I move the previous question; I move to amend the motion by…..Incidental motions are stated by using the words, “I rise to a point of information” or “I rise to a parliamentary inquiry” before stating the question.

QUESTIONS?????Thank you for attending the training!

g irl s couts of mn & wi l akes & p ines delegate training

Documents

p ines p roposal

w isconsin

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g irl s couts of mn

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delegate meeting registration

ballroom skyway level