Monday, December 17, 2012

McWane Center Sleepover



Remember, if you're planning to attend the McWane Center Sleepover in January you must get your headcount to Suzanne Corso by Wednesday (12/19).  The official registration form was sent with her original email. If you don't have it, please ask Suzanne for another copy.  Here are the details she sent earlier:

Camp-in - Friday, Jan. 11- Saturday, Jan. 12
Check-in - 5:30 pm
Departure - by 8:30 am
Daisey, Brownies and Juniors will earn a badge (older girls are invited to attend, but will not earn a badge -- though their troops can bring materials to work on) 

Dinner, snack, and breakfast provided
***let me know if anyone needs a special diet***

IMax movie included

Costs:  Scouts - $30 / parents - $15
McWane Membership discount rates: $25 / $10  Please have a copy of the membership card with registration papers

***Head count due to me by Dec. 19***
 
At check-in you will need two (2) signed forms for each girl (found in the attachment) and one (1) troop check for the full amount made payable to McWane Center.
Most girls and parents use some kind of air mattress or mat to sleep on but that is optional
 
If you have any questions please email or call,
Suzanne
824-2088

Tuesday, November 20, 2012

Building an Edible Campfire

This is a fun way to teach even our youngest Girl Scouts about campfires and fire safety.  Each ingredient will be used to represent materials you'll need to build and extinguish a campfire.  Know your girls and their food allergies before starting this activity. Substitute ingredients if needed.

Supplies (each girl will need her own):
1 paper plate
bottle of water
1 fork
1 toothpick
1 scoop mini-marshmallows
1 scoop Cheerios
1 scoop potato sticks
1 scoop chocolate chips and/or raisins
3 pretzel logs
1 Twizzler
1 scoop red hots
1 scoop candy corn
napkin

Directions:
paper plate = ground and safety circle

Campfires are never to be built off the ground.  Choose a safe and suitable location. Ensure that are is clear of overhanging branches.  Prepare the area by removing leaves and pine straw with a rake and broom.

Give each girl a napkin and the ingredients above.  Have girls carefully unfold the napkin and lay it neatly.  This represents the clearing that has to be done in an area to make it safe to build a fire.  Most forest fires begin when a fire is built in an area that is not prepared properly.  Have the girls look above their heads to  be sure there are no overhanging branches that could ignite and be sure that the ceiling is tall enough above the fire.

fork = tool
water bottle = water bucket

One of the first things to have ready is something nearby to extinguish the fire: sand, dirt or a bucket of water.  You'll need a rake or shovel to help extinguish the fire.

Give each girl a bottle of water and a fork.  Talk about how to extinguish a fire using water.

cheerios & marshmallows = fire circle ring

If an established fire ring is not already in place, make one with rocks or bricks (no sandstone).  A fire circle helps remind people to stay out of the fire area.

Only the "fire tender" should add wood to the fire. Fire tenders, cooks and anyone else who will be near the fire should:

  • tie back their hair in a pony tail
  • wear secure fitting clothing
  • zip or button up jackets and sweaters
Hair hanging down or loose flowing sleeves can catch fire. 

Have the girls make a "fire ring" of cheerios and/or marshmallows.  Explain the purpose of the fire ring and the job of the "fire tender"

pretzel logs and Twizzler = logs 


Have a sufficient supply of tinder, kindling and fuel on hand before starting the fire. You don't want to waste the warmth and efficiency of your fire looking around for more wood.

Types of wood needed:

  • Tinder -- toothpick size wood or any natural material that burns easily
  • Kindling -- larger wood than tinder, but smaller in diameter than an adult's thumb
  • Fuel Logs -- small branches or logs
All wood should be dry (easily snaps instead of bends).

Sort "wood" into piles by size and type.  Use Twizzlers or large pretzel rods as the foundation logs.  Use raisins or chocolate chips for "fuel" when charcoal is used for cooking.

Begin laying your fire by laying an A or V of logs. A fire need oxygen to burn, so decide which direction the wind is coming from. Lay the A of V with its open end pointing towards the direction the wind is coming from. 

potato sticks = tinder


Don't gather vines with your tinder. They do not burn well and in the winter you might be gathering poison ivy.

Lay tinder against the crossbar of the A or in the cross of the V.  Use potato sticks for the tinder.

toothpick = match
red hots = sparks

Once you light a fire, you are responsible for keeping a watchful eye on it, at all times.

Practice striking a match correctly.  As each girl is ready, she practices striking a toothpick (match) correctly (away from you).

Review each girl's "fire" to make sure she has followed the instructions for building it properly. If the "fire" is not built properly ask her questions to help her figure out what she needs to do to make it right. Let her correct it and then light it.

Light the fire by holding the toothpick under the largest pile of tinder. Then drop a few red hots or red and yellow M & M on top to show that the fire is burning brightly, using just one match!

pretzels sticks = kindling 

Kindling consists of thing, dry, pencil-thick sticks.  Add kindling as the fire burns brighter. If desired, additional logs may be added after the fire burns for a while.

candy corn = flames 

Only add more fuel logs if you really need them. Be kind to Mother nature and preserve her wood and clean air.

Remind the girls that only the "fire tender" and adult supervisor may add logs to the fire.

After fires have been approved by the Leader, each girl may eat her fire!



Last Step

Put out the fire as soon as you are finished with it.

  1. Stir the coals so they are spread out. 
  2. Sprinkle water, slowly, over the coals. Be careful that it does not splatter back on you. 
  3. Stir the coals with a stick and sprinkle some more.  Continue until fire is out and coals are cool to touch. 
  4. Clean out the fire ring. Dispose of ashes properly - in designated can, but not with normal trash that might catch fire from unseen embers. 






Monday, November 19, 2012

Glenwood Party: We Have Presents!!

The first presents are starting to roll in.  Here are the gift bags for Glenwood's adult women, courtesy Laura Ellis and Maria Burke's troops. Don't they look cute?


And the men's bags are just about ready to be stuffed...


It's going to be a fun party!  Who's planning to attend?

Pets are Fun! (and work. and fun!)

Brownie Troop 232 recently visited Petsmart to learn about caring for all different kinds of animals and earn their Pets Badge.








Looks like fun!  Troop leader Karol Leggett says Petsmart in Vestavia was very welcoming and easy to work with. Might be a good field trip for your troop!

Friday, November 9, 2012

Taste of India - Diwali Celebration


There are still a few tickets available to Girl Scout Troop 145's Taste of India event Saturday night (11/10 at 6 p.m.). 

The troop is raising money for a trip to visit the Girl Scout Chalet in Switzerland in 2015. As part of their effort they'
re learning how to cook various international cuisines and hosting fundraising dinner parties. Their first is a celebration of Indian food for Diwali (the “Festival of Lights”)

Cost: $20/person $10/children 6-10 under 6 free
Payment is cash or check payable to “Troop 145”





Location: 749 Sussex Drive  Vestavia Hills



RSVP to Archana Tiwari at 824-9442 (home) or 213-9517 (cell) 



There will be non-alcoholic drinks provided, but feel free to bring your own wine/beer.

Saturday, October 27, 2012

Groups Challenge GSNCA's Move to Close Camps & Other Properties


The issue of closing Camp Coleman and other Girl Scout properties around Alabama has been emotional, contentious and now legal.

At this point the Shades Mountain Service Area is not taking an official position on this issue, though many of our members have spoken out about the closures and the process GSNCA took in determining them.

Here's a link to the Council's Property Page, which includes a video explaining the decision.  And below is an email we received from the Manager of a neighboring Service Unit who is calling for action on various issues raised by recent actions by the Council.

Please read and share/redistribute to parents, girls, interested parties as you see fit.

From: "Tina Waggoner" <tina@waggoner.com>
Subject: Girl Scout Service Units Call for Special Meeting of Council
Date: September 23, 2012 1:14:19 PM CDT


Fellow Service Unit Managers:
My name is Tina Waggoner and I am the Service Unit Manager for the Cahaba Valley Service Unit in Shelby County.  I am also a delegate who was elected to serve as a representative of our service unit for the year beginning with the GSNCA Annual Meeting in April 2012.  I am writing to you today to ask for your help.  Please join me and many other Service Units in exercising the rights given to us by the GSNCA bylaws and send a written letter to the President of the Board of Directors, Chris Ross.  In this letter, we are requesting that she call a Special Meeting of the Council to discuss the direction of this Council, particularly as it pertains to infractions of the Alabama State Code for Non-Profits and our Council’s own charter and bylaws.
As most of you know the Board of Directors of Girl Scouts of North-Central Alabama made the decision to move forward with their Three-Phase Property Plan designed to sell four of our six camp properties, sell the Birmingham Service Center, and close theGadsden office.  In addition, they have reserved the right to sell the remaining two camp properties during Phase 3 of their plan dependent on feasibility studies and build one new “super camp” and a new Council office. 
We have been told that these decisions were made after much study and deliberation by the Property Committee and the Board of Directors.  We have been told that surveys about camp usage were sent out and that Town Hall meetings were held, all with low participation from the membership.  We have been told that it is the Board of Directors’ fiscal responsibility to make these tough decisions.  BUT, what we were not told, and what I am telling you today, is that the Board left out one very important part—and that is the voting members of this Council.  Girl and adult members of GSNCA are THE COUNCIL and we elect delegates from our service units to be our representatives and to make sure that the membership is part of the decision making process.  Alabama State Code for Non-Profits requires that the VOTING MEMBERS of a non-profit organization be allowed to vote concerning the sale of “all, or substantially all” of the property and assets of an organization.  The Board of Directors did not give the delegates this opportunity, and I will even say that they deliberately prevented us from having this vote at the Annual Meeting.  Please take note that the Annual Meeting took place on April 28, 2012 and the decision to begin the Three-Phase Property Plan was announced on May 10, 2012.  Isn’t it convenient that the Board could not make this decision before the Annual Meeting, but were very able to make a decision almost immediately afterward?
I have seen a lot of passion from members concerning the closing of camps.  It is particularly obvious when talking to Girl Scouts, both old and young, about our 87-year-old Camp Coleman and the struggles of the Alabama women who were instrumental in buying this camp and in keeping it continually operating through economic depressions and World Wars.  I have also heard of the despair of some young Girl Scouts at the closing of Camp Anderel who had to dig up the time capsule that they buried there in honor of the 100th year of Girl Scouting.  And this past weekend, I saw firsthand beautiful Camp Trico that was built in 1951 along 1 mile of shoreline on LakeGuntersville.  I experienced my first sighting of bald eagles in the wild there. 

All of these emotions matter and should be considered, but emotions are not why I am writing to you today.  Actually, my main point is not even about camps or property.  It is about the girls and the adult volunteers who were left out of the democratic process within their own Girl Scout Council.  The charter of our Council from GSUSA, the Alabama State Code for Non-Profits, and our own Council bylaws have been violated and we need to band together as Service Units and demand that the Board of Directors back up, rescind their decision to move ahead with the Three-Phase Property Plan, and give the Service Unit delegates the opportunity to vote on how the Council should proceed from here.
I have a form letter written to Chris Ross, our GSNCA Board President, that I can send to each Service Unit who wants to help restore member rights in our Council. According to our bylaws, we need 50% plus 1 of the Service Units to write a letter requesting a Special Meeting of the Council.  This means that we need approximately 40 of the 78 Service Units to sign the form letter.  Service Unit Managers can then return those letters to me and I will send them all together to Ms. Ross requesting that she call a Special Meeting of the Council as outlined in our bylaws.  By mailing all of the letters together it will further emphasize that the Service Units are standing together in addressing the Board, not as individuals concerned only with their own special interests. This is not just our right; it is our responsibility to the general membership—the girls and adults in troops across our state, to let our delegates have a vote. 
I am aware that there are some of you that are afraid of the repercussions of voicing any opposition to the staff and Board of Directors.  I have three daughters in troops and I am concerned also.  But please remember the underlying concept that is the heart and soul of Girl Scouts—courage, confidence, and character.  How can we expect the girls to have any if we as adults can’t even find it within ourselves?  Discuss this matter with your Service Unit members and please respond to my email as soon as you can and let me know if we can count on your Service Unit’s support. 
For those who would like to help, I will send out the form letter for you to sign and return to me as soon as I hear from you.  All opinions, whether you support the sale of the camps or not, will be valued and respected, so please respond.  I am not telling your Service Unit delegates how to vote on the Three-Phase Property Plan, I am just asking that you help us get to the place where we CAN vote and have our voices heard.  Please respond to me AS SOON AS POSSIBLE so that we can call the Special Meeting before the end of the year.
I have attached several documents to this email, including the GSNCA Bylaws, the Alabama State Code for Non-Profits, and GSUSA’s Blue Book of Basic Documents for those who would like to do some further research.  The official Council statements concerning this property issue can also be found on GSNCA’s website athttp://girlscoutsnca.org/property.  If anyone would like to discuss these issues with me, please don’t hesitate to call or email.
I look forward to hearing from you all soon.  Thank you in advance for your help and for taking a stand for the members of Girl Scouts of North-Central Alabama.
Sincerely,
Tina Waggoner
Cahaba Valley Service Unit Manager/Delegate


The attachments Tina Waggoner sent with her email are cut & pasted below. If you would like a non-cut & paste version, email me Joan Page at jjpage@bellsouth.net and she'll forward you the original email with attachments.

ALABAMA NONPROFIT CORPORATION LAW
(Chapter 3 of Title 10A of the Code of Alabama)
ARTICLE 1. GENERAL PROVISIONS. ALA. CODE § 10A-3-1.01. SHORT TITLE.
This chapter and the provisions of Chapter 1 to the extent applicable to nonprofit corporations may be cited as the “Alabama Nonprofit Corporation Law.”
ALA. CODE § 10A-3-1.02. DEFINITIONS.
As used in this chapter, the following terms shall have the following meanings, respectively, unless the context otherwise requires:
(1) Articles of Incorporation. The original or restated articles of incorporation or articles of consolidation and all amendments thereto, including articles of merger, of a domestic or foreign nonprofit corporation. The term articles of incorporation of a nonprofit corporation constitutes its certificate of formation as defined in § 10A-1-1.03(7). The terms may be used interchangeably. The articles of incorporation or certificate of formation of a nonprofit corporation, together with its bylaws, constitute its governing documents within the meaning of § 10A-1-1.03(40).
(2) Board of Directors. The group of persons vested with the management of the affairs of the corporation irrespective of the name by which the group is designated. The board of directors of a nonprofit corporation is its governing authority as that term is defined in § 10A-1-1.03(39) unless the certificate of formation provides otherwise as provided in § 10A-3-2.08.
(3) Bylaws. The code or codes of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name or names by which the rules are designated. The bylaws of a nonprofit corporation, together with its articles of incorporation or certificate of formation, constitute the nonprofit corporation's governing documents within the meaning of § 10A-1-1.03(40).
(4) Foreign Nonprofit Corporation. A nonprofit corporation organized under laws other than the laws of Alabama.
(5) Member. One having membership rights in a corporation in accordance with the provisions of its governing documents. A member may be a natural person, a partnership, a professional association or professional corporation, a corporation for profit or a nonprofit corporation.
(6) Nonprofit Corporation. A nonprofit corporation no part of the income or profit of which is distributable to its members, directors, or officers.
(7) Nonprofit Corporation or Domestic Nonprofit Corporation. A nonprofit corporation subject to the provisions of this chapter, except a foreign nonprofit corporation.
(8) Verified. Supported by an affidavit or oath confirming the correctness, truth, or authenticity of the matter set forth therein.
ALA. CODE § 10A-3-1.03. APPLICABILITY.
(a) The provisions of this chapter relating to domestic nonprofit corporations shall apply to:
(1) All nonprofit corporations organized hereunder; and
(2) All nonprofit corporations heretofore organized under any act hereby or heretofore repealed, for a purpose

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or purposes for which a nonprofit corporation might be organized under this chapter.
(b) The provisions of this chapter relating to foreign nonprofit corporations shall apply to all foreign nonprofit corporations conducting affairs in Alabama for a purpose or purposes for which a nonprofit corporation might be organized under this chapter.
(c) Beginning May 1, 2004, the Young Men's Christian Association (YMCA) of Mobile which was incorporated by Act 405 approved on February 18, 1895, shall be subject to this chapter. Prospectively from May 1, 2004, the YMCA of Mobile shall be entitled to all of the rights and privileges of a nonprofit corporation including, but not limited to, the right to amend its charter and bylaws as provided by this chapter.
ALA. CODE § 10A-3-1.04. PURPOSES.
(a) Nonprofit corporations may be organized under this chapter for any lawful purpose or purposes, including, without being limited to, any one or more of the following purposes:
(1) Charitable,
(2) Benevolent,
(3) Eleemosynary,
(4) Educational,
(5) Civic,
(6) Patriotic,
(7) Political,
(8) Religious,
(9) Social,
(10) Fraternal,
(11) Literary,
(12) Cultural,
(13) Athletic,
(14) Scientific,
(15) Agricultural,
(16) Horticultural,
(17) Animal husbandry,
(18) Professional, commercial, industrial or trade association, (19) Cemetery operation and maintenance, and
(20) Historical.

(b) Labor unions, cooperative organizations and organizations subject to any of the provisions of the insurance laws of Alabama may not be organized under this chapter.
(c) Whenever 10 or more retail merchants wish to form a nonprofit association, cooperative society, or corporation in the sense of paying interest or dividends on stock, but for mutual benefit through the application of cooperation or other economic principles, they may become a body corporate in the manner provided in this chapter.
(d) Whenever 10 or more wholesale merchants wish to form a nonprofit association, cooperative society, or corporation in the sense of paying interest or dividends on stock, but for mutual benefit through the application of cooperation or other economic principles, they may become a body corporate in the manner provided in this chapter.
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ARTICLE 2. SUBSTANTIVE PROVISIONS. ALA. CODE § 10A-3-2.01. MEMBERS.
(a) A nonprofit corporation may have one or more classes of members or may have no members. If the nonprofit corporation has one or more classes of members, the designation of the class or classes, the manner of election or appointment and the qualifications and rights of the members of each class shall be set forth in the governing documents. If the nonprofit corporation has no members, that fact shall be set forth in the certificate of formation. A nonprofit corporation may issue certificates evidencing membership therein.
(b) The members of the nonprofit corporation shall not be liable for obligations of the corporation.
ALA. CODE § 10A-3-2.02. MEETINGS OF MEMBERS, GENERALLY.
(a) Meetings of members may be held at the place, either within or without Alabama, as may be provided in the bylaws. In the absence of any provision, all meetings shall be held at the registered office of the corporation in Alabama.
(b) An annual meeting of the members shall be held at the time as may be provided in the bylaws. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation.
(c) Special meetings of the members may be called by the president or by the board of directors. Special meetings of the members may also be called by other officers or persons or number or proportion of members as may be provided in the governing documents. In the absence of a provision fixing the number or proportion of members entitled to call a meeting, a special meeting of members may be called by members having one-twentieth of the votes entitled to be cast at the meeting.
ALA. CODE § 10A-3-2.03. NOTICE OF MEMBERS’ MEETINGS.
Unless otherwise provided in the nonprofit corporation's governing documents, written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at the meeting. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the nonprofit corporation, with postage thereon prepaid.
ALA. CODE § 10A-3-2.04. WAIVER OF NOTICE.
Whenever any notice is required to be given to any member or director of a corporation under the provisions of this title or this chapter or under the provisions of the nonprofit corporation's governing documents, a waiver thereof in writing signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be equivalent to the giving of the notice.
ALA. CODE § 10A-3-2.05. VOTING OF MEMBERS.
(a) The right of the members, or any class or classes of members, to vote may be limited, enlarged or denied to the extent specified in the nonprofit corporation's governing documents. Unless so limited, enlarged or denied, each member, regardless of class, shall be entitled to one vote on each matter submitted to a vote of members.
(b) A member entitled to vote may vote in person or, unless the nonprofit corporation's governing documents otherwise provide, may vote by proxy executed in writing by the member, or by his or her duly authorized attorney-in-
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fact. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy. Where directors or officers are to be elected by members, the bylaws may provide that the elections may be conducted by mail.
(c) The governing documents of a nonprofit corporation may provide that in all elections of directors every member entitled to vote shall have the right to cumulate his or her vote and to give one candidate a number of votes equal to his or her vote multiplied by the number of directors to be elected, or by distributing the votes on the same principle among any number of the candidates.
(d) If a nonprofit corporation has no members or its members have no right to vote, the directors shall have the sole voting power.
ALA. CODE § 10A-3-2.06. QUORUM OF MEMBERS.
The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of members. In the absence of any provision, members holding one-tenth of the votes entitled to be cast on the matter to be voted upon, represented in person or by proxy, shall constitute a quorum. A majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for any action to be taken unless a greater proportion is required by this title or this chapter or by the nonprofit corporation's governing documents.
ALA. CODE § 10A-3-2.07. GREATER VOTING REQUIREMENTS.
Whenever, with respect to any action to be taken by the members or directors of a nonprofit corporation, the governing documents of the nonprofit corporation require the vote or concurrence of a greater proportion of the directors or members or any class of members than required by this title or this chapter, the provisions of the governing documents shall control.
ALA. CODE § 10A-3-2.08. GOVERNING AUTHORITY; BOARD OF DIRECTORS.
(a) All corporate powers shall be exercised by or under authority of, and the business and affairs of a nonprofit corporation shall be managed under the direction of a board of directors except as may be otherwise provided in this chapter or the certificate of formation. If any provision is made in the certificate of formation, the power and duties conferred or imposed upon the board of directors by this chapter shall be exercised or performed to the extent and by the governing authority as shall be provided in the certificate of formation. Directors shall be natural persons but need not be residents of Alabama unless the governing documents so require. The governing documents may prescribe other qualifications for directors. The board of directors shall have authority to fix the compensation of directors unless otherwise provided in the certificate of formation.
(b) The directors of the corporation shall not, as such, be liable for obligations of the corporation.
ALA. CODE § 10A-3-2.09. NUMBER AND ELECTION OF DIRECTORS; TERMS; REMOVAL FROM OFFICE.
(a) The number of directors of a nonprofit corporation shall be not less than three. Subject to this limitation, the number of directors shall be fixed by the bylaws, except as to the number of the first board of directors which number shall be fixed by the certificate of formation. The number of directors may be increased or decreased from time to time by amendment to the bylaws, unless the certificate of formation provides that a change in the number of directors shall be made only by amendment of the certificate of formation. No decrease in number shall have the effect of shortening the term of any incumbent director. In the absence of a bylaw fixing the number of directors, the number shall be the same as that stated in the certificate of formation.
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(b) The directors constituting the first board of directors shall be named in the certificate of formation and shall hold office until the first annual election of directors or for any other period as may be specified in the governing documents. Thereafter, directors shall be elected or appointed in the manner and for the terms provided in the governing documents of the nonprofit corporation. In the absence of a provision fixing the term of office, the term of office of a director shall be one year.
(c) Directors may be divided into classes and the terms of office of the several classes need not be uniform. Each director shall hold office for the term to which he or she is elected or appointed and until his or her successor shall have been elected or appointed and qualified.
(d) A director may be removed from office pursuant to any procedure therefor provided in the certificate of formation.
ALA. CODE § 10A-3-2.10. BOARD OF DIRECTORS; VACANCIES.
(a) Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the board of directors, unless the governing documents of the nonprofit corporation provide that a vacancy or directorship so created shall be filled in some other manner, in which case the provision shall control.
(b) A director elected or appointed, as the case may be, to fill a vacancy shall be elected or appointed for the unexpired term of his or her predecessor in office.
(c) Any directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors for a term of office continuing only until the next election of directors.
ALA. CODE § 10A-3-2.11. QUORUM OF DIRECTORS.
(a) A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the certificate of formation, shall constitute a quorum for the transaction of business, unless otherwise provided in the governing documents of the nonprofit corporation; but in no event shall a quorum consist of less than one-third of the number of directors so fixed or stated. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by this title or this chapter or by the nonprofit corporation's governing documents.
(b) If a quorum is present when the meeting is convened, the directors present may continue to do business, taking action by a vote of a majority of a quorum as fixed above, until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum as fixed above, or the refusal of any director present to vote.
ALA. CODE § 10A-3-2.12. BOARD OF DIRECTORS; COMMITTEES.
If the governing documents of a nonprofit corporation so provide, the board of directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees each of which shall consist of two or more directors, which committees, to the extent provided in the resolution, or in the governing documents of the nonprofit corporation, shall have and exercise all the authority of the board of directors, except that no committee shall have the authority of the board of directors in reference to amending, altering, or repealing the bylaws; electing, appointing, or removing any member of any committee or any director or officer of the corporation; amending the certificate of formation, restating the certificate of formation, adopting a plan of merger or adopting a plan of consolidation with another nonprofit corporation or other entity authorizing the conversion of the nonprofit corporation into another form of entity; authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the nonprofit corporation; or amending, altering, or repealing any action or resolution of the board of directors which by its terms provides that it shall not be amended,
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altered, or repealed by the committee. Other committees not having and exercising the authority of the board of directors in the management of the nonprofit corporation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. The designation and appointment of any committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director of any responsibility imposed upon it or him or her by law.
ALA. CODE § 10A-3-2.13. PLACE AND NOTICE OF DIRECTORS’ MEETINGS; COMMITTEE MEETINGS.
(a) Meetings of the board of directors, regular or special, may be held either within or without Alabama.
(b) Regular meetings of the board of directors or any committee designated thereby may be held with or without notice as prescribed in the bylaws. Special meetings of the board of directors or any committee designated thereby shall be held upon the notice prescribed in the bylaws. Attendance of a director at a meeting shall constitute a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors or any committee designated thereby need be specified in the notice of the meeting or the waiver of notice unless required by the bylaws.
(c) Except as may be otherwise restricted by the nonprofit corporation's governing documents, members of the board of directors or any committee designated thereby may participate in a meeting of the board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at that same time and participation by the means shall constitute presence in person at a meeting.
ALA. CODE § 10A-3-2.14. ACTION BY MEMBERS OR DIRECTORS WITHOUT MEETING.
Any action required by this title or this chapter to be taken at a meeting of the members or directors of a nonprofit corporation or any action which may be taken at a meeting of the members or directors or of a committee of directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the members entitled to vote with respect to the subject matter thereof, all of the directors or all of the members of the committee of directors, as the case may be. The consent shall have the same force and effect as a unanimous vote and may be stated as such in any filing instrument filed with either the judge of probate or Secretary of State.
ALA. CODE § 10A-3-2.21. OFFICERS.
(a) The officers of a nonprofit corporation shall consist of a president, one or more vice-presidents, a secretary, a treasurer and other officers and assistant officers as may be deemed necessary, each of whom shall be elected or appointed at such time, in the manner and for the terms not exceeding three years as may be prescribed in the nonprofit corporation's governing documents. In the absence of any provision, all officers shall be elected or appointed annually by the board of directors. Each officer shall hold office for the term to which he or she is elected or appointed and until his or her successor shall have been elected or appointed. If the bylaws so provide, any two or more offices may be held by the same person, except the offices of president and secretary.
(b) The governing documents of the nonprofit corporation may provide that any one or more officers of the corporation shall be ex officio members of the board of directors.
(c) The officers of a corporation may be designated by additional titles as may be provided in the governing documents of the nonprofit corporation.
(d) The officers and employees of the nonprofit corporation shall not be liable for obligations of the corporation.
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ALA. CODE § 10A-3-2.22. REMOVAL OF OFFICERS.
Any officer elected or appointed may be removed by the persons authorized to elect or appoint the officer whenever in their judgment the best interests of the nonprofit corporation will be served thereby. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer so removed. Election or appointment of an officer shall not of itself create contract rights.
ALA. CODE § 10A-3-2.31. BYLAWS.
The initial bylaws of a nonprofit corporation shall be adopted by its board of directors. The power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the board of directors, unless otherwise provided in the governing documents of the nonprofit corporation. The bylaws may contain any provisions for the regulation and management of the affairs of a corporation not inconsistent with law or the certificate of formation.
ALA. CODE § 10A-3-2.32. BOOKS AND RECORDS.
Each nonprofit corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors and committees having any of the authority of the board of directors; and shall keep at its registered office or principal office in Alabama a record of the names and addresses of its members entitled to vote, directors and officers. All books and records of a nonprofit corporation may be inspected by any member, director or officer, or his or her agent or attorney, for any proper purpose at any reasonable time.
ALA. CODE § 10A-3-2.41. SHARES OF STOCK AND DIVIDENDS PROHIBITED; COMPENSATION AND BENEFITS PERMITTED.
A nonprofit corporation shall not have or issue shares of stock. No dividend shall be paid and no part of the income or profit of a nonprofit corporation shall be distributed to its members, directors or officers. A nonprofit corporation may pay compensation in a reasonable amount to its members, directors, or officers for services rendered, may confer benefits upon its members in conformity with its purposes, and upon dissolution or final liquidation may make distributions to its members as permitted by this chapter, and no payment, benefit, or distribution shall be deemed to be a dividend or a distribution of income or profit.
ALA. CODE § 10A-3-2.42. LOANS TO DIRECTORS AND OFFICERS PROHIBITED.
No loans shall be made by a nonprofit corporation to its directors or officers. Any director or officer who assents to or participates in the making of any loan shall be liable to the nonprofit corporation for the amount of the loan until the repayment thereof.
ALA. CODE § 10A-3-2.43. POWER TO INDEMNIFY DIRECTORS OR OFFICERS.
Each nonprofit corporation shall have the power to indemnify any director or officer or former director or officer of the corporation, or any person who may have served at its request as a director or officer of another corporation, whether profit or nonprofit, in which it owns shares of capital stock or of which it is a creditor, against expenses actually and reasonably incurred by him or her in connection with the defense of any action, suit, or proceeding, civil or criminal, in which he or she is made a party by reason of being or having been such director or officer, except in relation to matters as to which he or she shall be adjudged in the action, suit, or proceeding to be liable for negligence or misconduct in the performance of his or her duty; and to make any other indemnification that shall be authorized by the governing documents of the nonprofit corporation, vote of the board of directors, or resolution adopted after notice by the members entitled to vote.
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ALA. CODE § 10A-3-2.44. ASSERTION OF LACK OF CAPACITY OR POWER; DEFENSE OF ULTRA VIRES.
No act of a nonprofit corporation and no conveyance or transfer of real or personal property to or by a nonprofit corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do an act or to make or receive a conveyance or transfer, but lack of capacity or power may be asserted:
(1) In a proceeding by a member or a director against the nonprofit corporation to enjoin the doing or continuation of unauthorized acts, or the transfer of real or personal property by or to the nonprofit corporation. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed pursuant to any contract to which the nonprofit corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of the contract, and in so doing may allow to the nonprofit corporation or the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them which may result from the action of the court in setting aside and enjoining the performance of the contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained.
(2) In a proceeding by the nonprofit corporation, whether acting directly or through a receiver, trustee, or other legal representative, or through members in a representative suit, against the officers or directors of the nonprofit corporation for exceeding their authority.
(3) In a proceeding by the Attorney General, as provided in this chapter, to dissolve the nonprofit corporation, or in a proceeding by the Attorney General to enjoin the nonprofit corporation from performing unauthorized acts, or in any other proceeding by the Attorney General.
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ARTICLE 3. FORMATION OF NONPROFIT CORPORATIONS. ALA. CODE § 10A-3-3.01. GENERALLY; INCORPORATORS.
One or more persons, partnerships, domestic corporations or foreign corporations, whether profit or nonprofit, may act as incorporator or incorporators of a nonprofit corporation by signing the certificate of formation and delivering the same to the judge of probate of the county in which the nonprofit corporation is to have its initial registered office.
ALA. CODE § 10A-3-3.02. SUPPLEMENTAL PROVISIONS REQUIRED IN THE CERTIFICATE OF FORMA TION.
(a) In addition to the information required by § 10A-1-3.05 in a certificate of formation of a filing entity under this title, the certificate of formation of a nonprofit corporation formed under this chapter shall set forth:
(1) If the nonprofit corporation is to have no members, a statement to that effect.
(2) Any provisions, not inconsistent with law, which the incorporators elect to set forth in the certificate of formation for the regulation of the internal affairs of the nonprofit corporation, including any provision for distribution of assets on dissolution or final liquidation.
(3) The number of directors constituting the initial board of directors, and the names and addresses of the persons who are to serve as the initial directors.
(b) It shall not be necessary to set forth in the certificate of formation any of the entity powers enumerated in § 10A-1-2.11 or set forth in this chapter.
(c) Unless the certificate of formation provides that a change in the number of directors shall be made only by amendment to the certificate of formation, a change in the number of directors made by amendment to the bylaws shall be controlling. In all other cases, whenever a provision of the certificate of formation is inconsistent with a bylaw, the provision of the certificate of formation shall be controlling.
ALA. CODE § 10A-3-3.03. COMMENCEMENT OF CORPORATE EXISTENCE.
Upon the effectiveness under §§ 10A-1-4.11 and 10A-1-4.12 of the filing of the certificate of formation with the judge of probate, the corporate existence shall begin. The judge of probate's filing of the certificate of formation shall be conclusive evidence that the corporation has been incorporated under this chapter, except as against the State of Alabama in a proceeding to cancel or revoke the incorporation or for involuntary dissolution of the corporation.
ALA. CODE § 10A-3-3.04. ORGANIZATIONAL MEETING OF DIRECTORS--FIRST MEETING OF MEMBERS.
(a) After the filing of the certificate of formation, an organizational meeting of the board of directors named in the certificate of formation shall be held, either within or without Alabama, at the call of a majority of the directors for the purpose of adopting bylaws, electing officers and transacting other business as may come before the meeting. The directors calling the meeting shall give at least three days' notice thereof by mail to each director so named, which notice shall state the time and place of the meeting.
(b) A first meeting of the members may be held at the call of the directors, or a majority of them, upon at least three days' notice, for the purposes as shall be stated in the notice of the meeting.
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ARTICLE 4. AMENDMENTS.
ALA. CODE § 10A-3-4.01. PROCEDURE TO AMEND CERTIFICATE OF FORMATION OF A NONPROFIT CORPORA TION.
(a) Amendments to the certificate of formation of a nonprofit corporation shall be made in the following manner:
(1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The proposed amendment shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting.
(2) If there are no members, or no members entitled to vote thereon, or if the amendment is one that does not require member action under § 10A-1-3.12(a), an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.
(b) Any number of amendments may be submitted and voted upon at any one meeting.
ALA. CODE § 10A-3-4.02. CERTIFICATE OF AMENDMENT; EXECUTION AND REQUIRED SUPPLEMENTAL PROVISIONS.
The certificate of amendment of a nonprofit corporation shall be executed for the nonprofit corporation by its president or a vice president, and by its secretary or an assistant secretary, and verified by one of the officers signing the articles, shall set forth the information required by § 10A-1-3.13 for certificates of amendment, and in addition shall set forth:
(1) If there are members entitled to vote thereon, (i) a statement setting forth the date of the meeting of members at which the amendment was adopted, that a quorum was present at the meeting, and that the amendment received at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting, or (ii) a statement that the amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto.
(2) If there are no members, or no members entitled to vote thereon, a statement of the fact, the date of the meeting of the board of directors at which the amendment was adopted, and a statement of the fact that the amendment received the vote of a majority of the directors in office.
ALA. CODE § 10A-3-4.03. EFFECT OF AMENDMENT ON EXISTING CAUSES OF ACTIONS AND SUITS.
No amendment shall affect any existing cause of action in favor of or against a nonprofit corporation, or any pending suit to which a nonprofit corporation shall be a party, or the existing rights of persons other than members; and, in the event the corporate name shall be changed by amendment, no suit brought by or against a nonprofit corporation under its former name shall abate for that reason.
ALA. CODE § 10A-3-4.04. RESTATED CERTIFICATE OF FORMATION.
(a) A domestic nonprofit corporation may at any time restate its certificate of formation as theretofore amended, in the following manner:
(1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution setting forth the proposed restated certificate of formation and directing that they be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting.
(2) Written notice setting forth the proposed restated articles or a summary of the provisions thereof shall be 10 of 23
given to each member entitled to vote thereon, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. If the meeting is an annual meeting, the proposed restated articles or a summary of the provisions thereof may be included in the notice of the annual meeting.
(3) At the meeting a vote of the members entitled to vote thereon shall be taken on the proposed restated articles, which shall be adopted upon receiving the affirmative vote of a majority of the votes entitled to be cast by members present or represented by proxy at the meeting.
(4) If there are no members, or no members entitled to vote thereon, or if the only amendments to the original certificate of formation or to the most recent restated certificate of formation are amendments that do not require member action under § 10A-1-3.12(a), the proposed restated articles shall be adopted at a meeting of the board of directors upon receiving the affirmative vote of a majority of the directors in office.
(b) Upon the approval, a restated certificate of formation shall be executed for the nonprofit corporation, by its president or vice president, and by its secretary or assistant secretary, and verified by one of the officers signing the articles, and shall set forth:
(1) The information required by §10A-1-3.05, as supplemented by § 10A-3-3.02.
(2) A statement that the restated certificate of formation shall state that they correctly set forth the provisions of the certificate of formation as theretofore amended, that they have been duly adopted as required by law and that they supersede the original certificate of formation and all amendments thereto.
(c) The restated certificate of formation shall be delivered to the judge of probate for filing pursuant to § 10A- 1-4.02.
(d) Upon the filing of the restated certificate of formation, the restated certificate of formation shall become effective and shall supersede the original certificate of formation and all amendments thereto.
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ARTICLE 5. MERGER AND CONSOLIDATION. ALA. CODE § 10A-3-5.01. PROCEDURE FOR MERGER.
(a) Any two or more domestic nonprofit corporations may merge into one of the corporations pursuant to a plan of merger approved in the manner provided in this chapter.
(b) Each nonprofit corporation shall adopt a plan of merger setting forth:
(1) The names of the nonprofit corporations proposing to merge, and the name of the nonprofit corporation into which they propose to merge, which is hereinafter designated as the surviving nonprofit corporation.
(2) The terms and conditions of the proposed merger.
(3) A statement of any changes in the certificate of formation of the surviving nonprofit corporation to be effected by the merger.
(4) The other provisions with respect to the proposed merger as are deemed necessary or desirable.
ALA. CODE § 10A-3-5.02. PROCEDURE FOR CONSOLIDATION.
(a) Any two or more domestic nonprofit corporations may consolidate into a new nonprofit corporation pursuant to a plan of consolidation approved in the manner provided in this chapter.
(b) Each nonprofit corporation shall adopt a plan of consolidation setting forth:
(1) The names of the nonprofit corporations proposing to consolidate, and the name of the new nonprofit corporation into which they propose to consolidate, which is hereinafter designated as the new nonprofit corporation.
(2) The terms and conditions of the proposed consolidation.
(3) With respect to the new nonprofit corporation, all of the statements required to be set forth in the certificate of formation for nonprofit corporations organized under this chapter.
(4) The other provisions with respect to the proposed consolidation as are deemed necessary or desirable.
ALA. CODE § 10A-3-5.03. APPROVAL OF MERGER OR CONSOLIDATION.
(a) A plan of merger or consolidation shall be adopted in the following manner:
(1) If the members of any merging or consolidating nonprofit corporation are entitled to vote thereon, the board of directors of the nonprofit corporation shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed plan or a summary thereof shall be given to each member entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of meeting of members. The proposed plan shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting.
(2) If any merging or consolidating nonprofit corporation has no members, or no members entitled to vote thereon, a plan of merger or consolidation shall be adopted at a meeting of the board of directors of the corporation upon receiving the vote of a majority of the directors in office.
(b) After the approval, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation.
ALA. CODE § 10A-3-5.04. ARTICLES OF MERGER OR CONSOLIDATION.
(a) Upon the approval, articles of merger or articles of consolidation shall be executed for each nonprofit corporation by its president or a vice president, and by its secretary or an assistant secretary, and verified by one of the officers signing the articles, and shall set forth:
(1) The plan of merger or the plan of consolidation.
(2) If the members of any merging or consolidating nonprofit corporation are entitled to vote thereon, then as

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to each nonprofit corporation (i) a statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at the meeting, and that the plan received at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting, or (ii) a statement that the amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto.
(3) If any merging or consolidating nonprofit corporation has no members, or no members entitled to vote thereon, then as to each nonprofit corporation a statement of the fact, the date of the meeting of the board of directors at which the plan was adopted and a statement of the fact that the plan received the vote of a majority of the directors in office.
(4) As to each nonprofit corporation incorporated under the law of Alabama, the county in which its certificate of formation or other comparable charter document is filed.
(b) The articles of merger or articles of consolidation and the additional number of copies as may be required for purposes of § 10A-1-4.02 shall be delivered to the Secretary of State for filing pursuant to § 10A-1-4.02.
ALA. CODE § 10A-3-5.05. EFFECT OF MERGER OR CONSOLIDATION.
(a) The merger or consolidation shall be effected upon the effective date and time of the articles of merger or consolidation pursuant to § 10A-1-4.11.
(b) When the merger or consolidation has been effected:
(1) The nonprofit corporations, parties to the plan of merger or consolidation, shall become a single nonprofit corporation, which, in the case of a merger, shall be that nonprofit corporation designated in the plan of merger as the surviving nonprofit corporation, and, in the case of a consolidation, shall be the new nonprofit corporation provided for in the plan of consolidation.
(2) The separate existence of all nonprofit corporations parties to the plan of merger or consolidation, except the surviving or new nonprofit corporation, shall cease.
(3) The surviving or new nonprofit corporation shall have all the rights, privileges, immunities, and powers and shall be subject to all the duties and liabilities of a nonprofit corporation organized under this title.
(4) The surviving or new nonprofit corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises of a public as well as of a private nature, of each of the merging or consolidating nonprofit corporations; and all property, real, personal and mixed, and all debts due on whatever account, and all other choses in action, and all and every other interest, of or belonging to or due to each of the nonprofit corporations so merged or consolidated, shall be taken and deemed to be transferred to and vested in the single nonprofit corporation without further act or deed; and the title to any real estate, or any interest therein, vested in any nonprofit corporations shall not revert or be in any way impaired by reason of the merger or consolidation.
(5) The surviving or new nonprofit corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the nonprofit corporations so merged or consolidated; and any claim existing or action or proceeding pending by or against any of the nonprofit corporations may be prosecuted as if the merger or consolidation had not taken place, or the surviving or new nonprofit corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any nonprofit corporation shall be impaired by the merger or consolidation.
(6) In the case of a merger, the certificate of formation of the surviving nonprofit corporation shall be deemed to be amended to the extent, if any, that changes in its certificate of formation are stated in the plan of merger; and, in the case of a consolidation, the statements set forth in the articles of consolidation and which are required or permitted to be set forth in the certificate of formation of nonprofit corporations organized under this title shall be deemed to be the certificate of formation of the new nonprofit corporation.
ALA. CODE § 10A-3-5.06. MERGER OR CONSOLIDATION OF DOMESTIC AND FOREIGN NONPROFIT CORPORA TIONS.
(a) One or more foreign nonprofit corporations and one or more domestic nonprofit corporations may be merged or consolidated in the following manner, if the merger or consolidation is permitted by the laws of the state under which each foreign nonprofit corporation is organized:
(1) Each domestic nonprofit corporation shall comply with the provisions of this title with respect to the merger or consolidation, as the case may be, of domestic nonprofit corporations and each foreign nonprofit corporation
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shall comply with the applicable provisions of the laws of the state under which it is organized.
(2) If the surviving or new nonprofit corporation, as the case may be, is to be governed by the laws of any state other than Alabama, it shall comply with the provisions of this title with respect to foreign entities if it is to conduct affairs in Alabama, and in every case it shall be deemed to have consented that it may be served with process in Alabama as provided by the statutes of Alabama or the rules of the Alabama Supreme Court in any proceeding for the

enforcement of any obligation of any domestic nonprofit corporation which is a party to the merger or consolidation.
(b) The effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic nonprofit corporations, if the surviving or new nonprofit corporation is to be governed by the laws of Alabama. If the surviving or new nonprofit corporation is to be governed by the laws of any state other than Alabama, the effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic nonprofit corporations except insofar as the laws of the other state provide otherwise.
(c) After approval by the members or, if there be no members entitled to vote thereon, by the board of directors, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation.
ALA. CODE § 10A-3-5.07. NONEXCLUSIVE.
The provisions of this chapter on merger and consolidation are not exclusive. Nonprofit corporations may be merged or consolidated, or converted, in any other manner provided by law, including as provided by Article 8 of Chapter 1.
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ARTICLE 6. SALE OF ASSETS.
ALA. CODE § 10A-3-6.01. SALE, LEASE, EXCHANGE, OR MORTGAGE OF ASSETS.

A sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of a nonprofit corporation may be made upon the terms and conditions and for the consideration, which may consist in whole or in part of money or property, real or personal, including shares of any corporation for profit, domestic or foreign, as may be authorized in the following manner:
(1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending the sale, lease, exchange, mortgage, pledge or other disposition and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of the nonprofit corporation shall be given to each member entitled to vote at the meeting, within the time and in the manner provided by this chapter for the giving of notice of meetings of members. At the meeting the members may authorize the sale, lease, exchange, mortgage, pledge, or other disposition and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the nonprofit corporation therefor. The authorization shall require at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting. After the authorization by a vote of members, the board of directors, nevertheless, in its discretion, may abandon the sale, lease, exchange, mortgage, pledge, or other disposition of assets, subject to the rights of third parties under any contracts relating thereto, without further action or approval by members.
(2) If there are no members, or no members entitled to vote thereon, a sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a nonprofit corporation shall be authorized upon receiving the vote of a majority of the directors in office.
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ARTICLE 7. DISSOLUTION. ALA. CODE § 10A-3-7.01. VOLUNTARY DISSOLUTION--PROCEDURE.
(a) A nonprofit corporation may dissolve and wind up its affairs in the following manner:
(1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the nonprofit corporation be dissolved, and directing that the question of the dissolution be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of dissolving the nonprofit corporation, shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. A resolution to dissolve the nonprofit corporation shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting.
(2) If there are no members, or no members entitled to vote thereon, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office.
(b) Upon the adoption of the resolution by the members, or by the board of directors if there are no members or no members entitled to vote thereon, a statement of intent to dissolve shall be executed for the nonprofit corporation by its president or a vice president, and by its secretary or an assistant secretary, and verified by one of the officers signing the statement, which statement shall set forth:
(1) The name of the nonprofit corporation.
(2) The names and respective addresses of its officers.
(3) The names and respective addresses of its directors.
(4) If there are members entitled to vote thereon, (i) a statement setting forth the date of the meeting of

members at which the resolution to dissolve was adopted, that a quorum was present at the meeting, and that the resolution received at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting, or (ii) a statement that the resolution was adopted by a consent in writing signed by all members entitled to vote with respect thereto.
(5) If there are no members, or no members entitled to vote thereon, a statement of the fact, the date of the meeting of the board of directors at which the resolution to dissolve was adopted and a statement of the fact that the resolution received the vote of a majority of the directors in office.
(c) The statement of intent to dissolve shall be delivered to the judge of probate. If the judge of probate finds that the statement conforms to law, the judge of probate shall, when all fees prescribed in this title have been paid:
(1) Endorse on the statement of intent to dissolve the word "filed," and the hour, day, month and year of the filing thereof.
(2) File the statement of intent to dissolve in his or her office.
(d) Upon the filing of a statement of intent to dissolve, the nonprofit corporation shall cease to conduct its affairs except insofar as may be necessary for the winding up thereof, and shall proceed to collect its assets and apply and distribute them as provided in this chapter.
ALA. CODE § 10A-3-7.02. VOLUNTARY DISSOLUTION--DISTRIBUTION OF ASSETS GENERALLY.
The assets of a nonprofit corporation in the process of dissolution shall be applied and distributed as follows:
(1) All liabilities and obligations of the nonprofit corporation shall be paid and discharged, or adequate provision shall be made therefor;
(2) Assets held by the nonprofit corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with the requirements;
(3) Assets received and held by the nonprofit corporation subject to limitations permitting their use only for 16 of 23
charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving nonprofit corporation, pursuant to a plan of distribution adopted as provided in this chapter;
(4) Other assets, if any, shall be distributed in accordance with the provisions of the governing documents to the extent that the governing documents determine the distributive rights of members, or any class or classes of members, or provide for distribution to others;
(5) Any remaining assets may be distributed to the persons, societies, organizations, or domestic or foreign corporations, whether for profit or nonprofit, as may be specified in a plan of distribution adopted as provided in this chapter.
ALA. CODE § 10A-3-7.03. VOLUNTARY DISSOLUTION--PLAN OF DISTRIBUTION OF ASSETS.
A plan providing for the distribution of assets, not inconsistent with the provisions of this chapter, may be adopted by a nonprofit corporation in the process of dissolution and shall be adopted by a nonprofit corporation for the purpose of authorizing any transfer or conveyance of assets for which this chapter requires a plan of distribution, in the following manner:
(1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending a plan of distribution and directing the submission thereof to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed plan of distribution or a summary thereof shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The plan of distribution shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting.
(2) If there are no members, or no members entitled to vote thereon, a plan of distribution shall be adopted at a meeting of the board of directors upon receiving a vote of a majority of the directors in office.
ALA. CODE § 10A-3-7.04. VOLUNTARY DISSOLUTION--REVOCATION OF VOLUNTARY DISSOLUTION PROCEEDINGS.
(a) A nonprofit corporation may, at any time prior to the issuance of a certificate of dissolution by the judge of probate, revoke the action theretofore taken to dissolve the nonprofit corporation, in the following manner:
(1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of the revocation be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of revoking the voluntary dissolution proceedings, shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. A resolution to revoke the voluntary dissolution proceedings shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting.
(2) If there are no members, or no members entitled to vote thereon, a resolution to revoke the voluntary dissolution proceedings shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.
(b) Upon the adoption of the resolution by the members, or by the board of directors where there are no members or no members entitled to vote thereon, a statement of revocation of voluntary dissolution proceedings shall be executed for the nonprofit corporation by its president or a vice president, and by its secretary or an assistant secretary, and verified by one of the officers signing the statement, which statement shall set forth:
(1) The name of the nonprofit corporation.
(2) The names and respective addresses of its officers.

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(3) The names and respective addresses of its directors.
(4) If there are members entitled to vote thereon, (i) a statement setting forth the date of the meeting of members at which the resolution to revoke the voluntary dissolution proceedings was adopted, that a quorum was present at the meeting, and that the resolution received at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting, or (ii) a statement that the resolution was adopted by a consent in writing signed by all members entitled to vote with respect thereto.
(5) If there are no members, or no members entitled to vote thereon, a statement of the fact, the date of the meeting of the board of directors at which the resolution to revoke the voluntary dissolution proceedings was adopted and a statement of the fact that the resolution received the vote of a majority of the directors in office.
(c) The statement of revocation of voluntary dissolution proceedings shall be delivered to the judge of probate. If the judge of probate finds that the statement conforms to law, the judge of probate shall, when all fees prescribed in this title have been paid:
(1) Endorse on the statement of revocation of voluntary dissolution proceedings the word “filed,” and the hour, day, month, and year of the filing thereof.
(2) File the statement of revocation of voluntary dissolution proceedings in the office of the judge of probate.
(d) Upon the filing of a statement of revocation of voluntary dissolution proceedings, the nonprofit corporation may thereupon again conduct its affairs.
ALA. CODE § 10A-3-7.05. VOLUNTARY DISSOLUTION--ARTICLES OF DISSOLUTION.
If voluntary dissolution proceedings have not been revoked, then when all debts, liabilities and obligations of the corporation shall have been paid and discharged, or adequate provision shall have been made therefor, and all of the remaining property and assets of the nonprofit corporation shall have been transferred, conveyed, or distributed in accordance with the provisions of this chapter, articles of dissolution shall be executed for the nonprofit corporation by its president or a vice president, and by its secretary or an assistant secretary, and verified by one of the officers signing the articles, which statement shall set forth:
(1) The name of the nonprofit corporation.
(2) That a statement of intent to dissolve the nonprofit corporation has theretofore been filed, and the date on which the statement was filed.
(3) That all debts, obligations, and liabilities of the nonprofit corporation have been paid and discharged or that adequate provision has been made therefor.
(4) A copy of the plan of distribution, if any, as adopted by the nonprofit corporation, or a statement that no plan was so adopted.
(5) That all the remaining property and assets of the nonprofit corporation have been transferred, conveyed, or distributed in accordance with the provisions of this chapter.
(6) That there are no suits pending against the nonprofit corporation in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending suit.
ALA. CODE § 10A-3-7.06. VOLUNTARY DISSOLUTION--FILING OF ARTICLES OF DISSOLUTION.
(a) The articles of dissolution and two copies thereof shall be delivered to the judge of probate. If the judge of probate finds that the articles of dissolution conform to law, the judge of probate shall, when all fees prescribed in this title have been paid:
(1) Endorse on the articles of dissolution and on each of the copies the word "filed," and the hour, day, month, and year of the filing thereof.
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(2) File the articles of dissolution in the office of the judge of probate and certify the two copies thereof.
(3) Issue a certificate of dissolution to which the judge of probate shall affix a certified copy of the articles of dissolution, and return the certificate of dissolution with a certified copy of the articles of dissolution affixed thereto to the representative of the dissolved nonprofit corporation.
(4) Within 10 days after the issuance of the certificate of dissolution, transmit to the Secretary of State a certificate of dissolution with a certified copy of the articles of dissolution attached thereto, indicating thereon the place, date, and time of filing of the statement.
(b) For failure of the judge of probate to comply with the requirements of subsection (a)(4), the judge of probate shall forfeit fifty dollars ($50) to the State of Alabama to be recovered in an action by the State of Alabama.
(c) Upon the issuance of the certificate of dissolution, the existence of the nonprofit corporation shall cease, except for the purpose of suits, other proceedings, and appropriate corporate action by members, directors, and officers as provided in this chapter or otherwise in this title.
ALA. CODE § 10A-3-7.07. INVOLUNTARY DISSOLUTION--GROUNDS.
A nonprofit corporation may be dissolved involuntarily by an order of the circuit court of the county in which the registered office of the nonprofit corporation is situated in an action filed by the Attorney General when it is established that:
(1) The nonprofit corporation procured its certificate of formation through fraud;
(2) The nonprofit corporation has continued to exceed or abuse the authority conferred upon it by law;
(3) The nonprofit corporation has failed for 90 days to appoint and maintain a registered agent in Alabama; or
(4) The nonprofit corporation has failed for 90 days after change of its registered agent to file in the office of the judge of probate a statement of the change.
ALA. CODE § 10A-3-7.08. INVOLUNTARY DISSOLUTION--PROCEDURE; NOTIFICATION TO ATTORNEY GENERAL.
The Secretary of State shall certify to the Attorney General, from time to time, the names of all nonprofit corporations which have given cause for dissolution as provided in this chapter, together with the facts pertinent thereto. Whenever the Secretary of State shall certify the name of a nonprofit corporation to the Attorney General as having given any cause for dissolution, the Secretary of State shall concurrently mail to the nonprofit corporation at its registered office a notice that the certification has been made. Upon the receipt of the certification, the Attorney General shall, no sooner than 30 days nor more than 90 days after the receipt, file an action in the name of the State of Alabama against the nonprofit corporation for its dissolution. If, before an action is filed, the nonprofit corporation shall appoint or maintain a registered agent as provided in this title, or shall file with the judge of probate the required statement of change of registered agent, the fact shall be forthwith certified by the Secretary of State to the Attorney General and he or she shall not file an action against the nonprofit corporation for the cause. If, after an action is filed, the nonprofit corporation shall appoint or maintain a registered agent as provided in this title, or shall file with the judge of probate the required statement of change of registered agent, and shall pay the costs of the action, the action for the cause shall abate.
ALA. CODE § 10A-3-7.09. INVOLUNTARY DISSOLUTION--VENUE AND SERVICE OF PROCESS.
Every action for the involuntary dissolution of a nonprofit corporation shall be commenced by the Attorney General in the circuit court of the county in which the registered office of the nonprofit corporation is situated. Summons shall issue and be served as in other civil actions. If process is returned not found, the Attorney General shall cause publication to be made as in other civil cases in some newspaper published in the county where the
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registered office of the nonprofit corporation is situated, containing a notice of the pendency of the action, the title of the court, the title of the action, and the date on or after which default may be entered. The Attorney General may include in one notice the names of any number of nonprofit corporations against which actions are then pending in the same court. The Attorney General shall cause a copy of the notice to be mailed to the nonprofit corporation at its registered office within 10 days after the first publication thereof. The certificate of the Attorney General of the mailing of the notice shall be prima facie evidence thereof. The notice shall be published once each week for two successive weeks, and the first publication thereof may begin at any time after the summons has been returned. Unless a nonprofit corporation shall have been served with summons, no default shall be taken against it earlier than 30 days after the last publication of the notice.
ALA. CODE § 10A-3-7.10. LIQUIDATION--JURISDICTION OF COURT TO LIQUIDATE ASSETS AND AFFAIRS OF CORPORATION.
(a) The circuit court of the county in which the registered office of the nonprofit corporation is situated shall have full power to liquidate the assets and affairs of a nonprofit corporation:
(1) In an action by a member or director when it is established:
a. That the directors are deadlocked in the management of the corporate affairs and that irreparable

injury to the nonprofit corporation is being suffered or is threatened by reason thereof, and either that the members are unable to break the deadlock or there are no members having voting rights;
b. That the acts of the directors or those in control of the nonprofit corporation are illegal, oppressive or fraudulent;
c. That the members entitled to vote in the election of directors are deadlocked in voting power and have failed for at least two years to elect successors to directors whose terms have expired or would have expired upon the election of their successors;
d. That the corporate assets are being misapplied or wasted; or
e. That the nonprofit corporation is unable to carry out its purposes. (2) In an action by a creditor:
a. When the claim of the creditor has been reduced to judgment and an execution thereon has been returned unsatisfied and it is established that the nonprofit corporation is insolvent; or
b. When the nonprofit corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the nonprofit corporation is insolvent.
(3) Upon application by a nonprofit corporation to have its dissolution continued under the supervision of the

court.
(4) When an action has been filed by the Attorney General to dissolve a nonprofit corporation and it is

established that liquidation of its affairs should precede the entry of an order of dissolution.
(b) Proceedings under this section shall be brought in the county in which the registered office of the nonprofit corporation is situated.
(c) It shall not be necessary to make directors or members parties to any action or proceedings unless relief is sought against them personally.
ALA. CODE § 10A-3-7.11. PROCEDURE IN LIQUIDATION OF CORPORATION BY COURT.
(a) In proceedings to liquidate the assets and affairs of a nonprofit corporation, the court shall have the power to issue restraining orders or injunctions, to appoint a receiver or receivers pendente lite, with the powers and duties as the court, from time to time, may direct, and to take other proceedings as may be requisite to preserve the corporate assets wherever situated, and carry on the affairs of the nonprofit corporation until a full hearing can be had.
(b) After a hearing had upon the notice as the court may direct to be given to all parties to the proceedings and to any other parties in interest designated by the court, the court may appoint a liquidating receiver or receivers with authority to collect the assets of the nonprofit corporation. The liquidating receiver or receivers shall have authority, subject to the order of the court, to sell, convey, and dispose of all or any part of the assets of the nonprofit corporation wherever situated, either at public or private sale. The order appointing the liquidating receiver or receivers shall state
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their powers and duties. The powers and duties may be increased or diminished at any time during the proceedings.
(c) The assets of the nonprofit corporation or the proceeds resulting from a sale, conveyance, or other disposition thereof shall be applied and distributed as follows:
(1) All costs and expenses of the court proceedings and all liabilities and obligations of the nonprofit corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefor;
(2) Assets held by the nonprofit corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution or liquidation, shall be returned, transferred, or conveyed in accordance with the requirements;
(3) Assets received and held by the nonprofit corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution or liquidation, shall be transferred or conveyed to one or more domestic or foreign nonprofit corporations, societies, or organizations engaged in activities substantially similar to those of the dissolving or liquidating nonprofit corporation as the court may direct;
(4) Other assets, if any, shall be distributed in accordance with the provisions of the governing documents of the nonprofit corporation to the extent that the governing documents determine the distributive right of members, or any class or classes of members, or provide for distribution to others; and
(5) Any remaining assets may be distributed to the persons, societies, organizations or domestic or foreign corporations, whether for profit or nonprofit, specified in the plan of distribution adopted as provided in this chapter, or when no plan of distribution has been adopted, as the court may direct.
(d) The court shall have power to allow, from time to time, as expenses of the liquidation compensation to the receiver or receivers and to attorneys in the proceeding, and to direct the payment thereof out of the assets of the nonprofit corporation or the proceeds of any sale or disposition of the assets.
(e) A receiver of a nonprofit corporation appointed under the provisions of this section shall have authority to sue and defend in all courts in his or her own name as receiver of the corporation. The court appointing the receiver shall have exclusive jurisdiction of the nonprofit corporation and its property, wherever situated.
ALA. CODE § 10A-3-7.12. LIQUIDATION--QUALIFICATION OF RECEIVERS.
A receiver shall be a natural person, a partnership, a professional association, a professional corporation, or a business corporation authorized to act as receiver, which corporation may be a domestic corporation or a foreign corporation authorized to transact business in Alabama, and shall in all cases give bond as the court may direct with the sureties the court may require.
ALA. CODE § 10A-3-7.13. LIQUIDATION--FILING OF CLAIMS IN LIQUIDATION PROCEEDINGS.
In proceedings to liquidate the assets and affairs of a nonprofit corporation, the court may require all creditors of the nonprofit corporation to file with the clerk of the court or with the receiver, in the form as the court may prescribe, proofs under oath of their respective claims. If the court requires the filing of claims, it shall fix a date, which shall be not less than four months from the date of the order, as the last day for the filing of claims, and shall prescribe the notice that shall be given to creditors and claimants of the date so fixed. Prior to the date so fixed, the court may extend the time for the filing of claims. Creditors and claimants failing to file proofs of claim on or before the date so fixed may be barred, by order of court, from participating in the distribution of the assets of the nonprofit corporation.
ALA. CODE § 10A-3-7.14. LIQUIDATION--DISCONTINUANCE OF LIQUIDATION PROCEEDINGS.
The liquidation of the assets and affairs of a nonprofit corporation may be discontinued at anytime during the liquidation proceedings when it is established that cause for liquidation no longer exists. In that event, the court shall dismiss the proceedings and direct the receiver to redeliver to the nonprofit corporation all its remaining property and assets.
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ALA. CODE § 10A-3-7.15. LIQUIDATION--ENTRY OF ORDER OF INVOLUNTARY DISSOLUTION.
In proceedings to liquidate the assets and affairs of a nonprofit corporation, when the costs and expenses of the proceedings and all debts, obligations, and liabilities of the nonprofit corporation shall have been paid and discharged and all of its remaining property and assets distributed in accordance with the provisions of this chapter, or in case its property and assets are not sufficient to satisfy and discharge the costs, expenses, debts, and obligations, and all the property and assets have been applied so far as they will go to their payment, the court shall enter an order dissolving the nonprofit corporation, whereupon the existence of the nonprofit corporation shall cease.
ALA. CODE § 10A-3-7.16. FILING OF ORDER OF DISSOLUTION.
In case the court shall enter an order dissolving a nonprofit corporation, it shall be the duty of the court to cause a certified copy of the order to be filed with the judge of probate in the county in which the certificate of formation was filed and with the Secretary of State. No fee shall be charged by the judge of probate or the Secretary of State for the filing thereof.
ALA. CODE § 10A-3-7.17. DEPOSITS WITH STATE TREASURER.
Upon the voluntary or involuntary dissolution of a nonprofit corporation, the portion of the assets distributable to any person who is unknown or cannot be found, or who is under disability and there is no person legally competent to receive the distributive portion, shall be reduced to cash and deposited with the State Treasurer and shall be paid over to the person or to his or her legal representative upon satisfactory proof to the State Treasurer of his or her right thereto. The cash shall be held for the owner by the State Treasurer for three years and any cash which remains unclaimed by the owner after three years shall be presumed abandoned and subject to the Uniform Disposition of Unclaimed Property Act.
ALA. CODE § 10A-3-7.18. SURVIVAL OF REMEDY AFTER DISSOLUTION.
The dissolution of a nonprofit corporation either (1) by the issuance of a certificate of dissolution by the judge of probate, or (2) by an order of court when the court has not liquidated the assets and affairs of the corporation as provided in this chapter, or (3) by operation of law, or (4) by expiration of its period of duration, shall not take away or impair any remedy available to or against the nonprofit corporation, its directors, officers, or members, for any right or claim existing, or any liability incurred, prior to the dissolution if action or other proceeding thereon is commenced within two years after the date of the dissolution. Any action or proceeding by or against the nonprofit corporation may be prosecuted or defended by the nonprofit corporation in its corporate name. The members, directors, and officers shall have power to take the corporate or other action as shall be appropriate to protect the remedy, right, or claim. If the nonprofit corporation was dissolved by the expiration of its period of duration, the nonprofit corporation may amend its certificate of formation at any time during the period of two years so as to extend its period of duration.
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ARTICLE 8. MISCELLANEOUS PROVISIONS.
ALA. CODE § 10A-3-8.01. UNAUTHORIZED ASSUMPTION OF CORPORATE POWERS.

All persons who assume to act as a corporation without authority to do so shall be jointly and severally liable for all debts and liabilities incurred or arising as a result thereof.
ALA. CODE § 10A-3-8.02. EFFECT OF REPEAL OF PRIOR ACTS.
The repeal of a prior act by this title shall not impair, or otherwise affect, the organization or the continued existence of an existing nonprofit corporation, nor the right of any foreign nonprofit corporation presently qualified to conduct affairs in Alabama to continue to do so without again qualifying to conduct affairs in Alabama. Nor shall the repeal of a prior act by this title affect any right accrued or established, or any liability or penalty incurred, or the construction of the certificate of incorporation or charter of any nonprofit corporation organized before the enactment of this title, or the determination of the rights and interests of any of its members or creditors, under the provisions of the prior act before the repeal thereof.
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Blue Book
OF BASIC DOCUMENTS
2009
This edition supersedes all previous editions of the Blue Book.
Girl Scouts of the USA 420 Fifth Avenue New York, NY 10018-2798
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NatioNal PresideNt
Connie L. Lindsey
Chief exeCutive offiCer
Kathy Cloninger
This book may not be reproduced, disseminated, or distributed in whole or in any form or by any means, electronic or mechanical, including photocopying, recording, or by any information storage and retrieval system now known or hereafter invented, without prior permission of Girl Scouts of the United States of America, 420 Fifth Avenue, New York, NY 10018-2798, or a local Girl Scout council.
© 2009 Girl Scouts of the United States of America All rights reserved. Electronic edition published 2009.
First revised edition June 2010
CONTENTS
Constitution of Girl Scouts of the United States of America Bylaws of Girl Scouts of the United States of America Policies of Girl Scouts of the United States of America Credentials Criteria and Standards for an Effective Girl Scout Council
Congressional Charter of Girl Scouts of the United States of America
4 12 17 21 27 29
CONSTiTuTiON1 Of Girl SCOuTS Of ThE uNiTEd STaTES Of amEriCa
Founded by Juliette Low, March 12, 1912
Chartered by special act of Congress
(Public Law 460; approved March 16, 1950)
Congressional Charter subsequently revised under Public Law 105-225; approved August 12, 1998

BELIEFS AND PrINCIPLES OF ThE GIrL SCOUT MOvEMENT IN ThE U.S.A.
FOUNDErS’ NAMES
MISSION
SPIrITUAL FOrCE
OPEN MEMBErShIP
PATrIOTISM, CITIzENShIP, AND COMMUNITy SErvICE
4
6
PrOMISE
LAw
Preamble
ThE PrOmiSE
On my honor, I will try:
To serve God and my country, To help people at all times,
And to live by the Girl Scout Law.

ThE law
I will do my best to be
honest and fair,
friendly and helpful,
considerate and caring, courageous and strong, and responsible for what I say and do,

and to
respect myself and others,
respect authority,
use resources wisely,
make the world a better place, and be a sister to every Girl Scout.

BEliEfS aNd PriNCiPlES
We, the members of Girl Scouts of the United States of America, united by a belief in God, hold that the Girl Scout Promise and Law is the cornerstone of our Movement,
And inspired by the Founder of the Girl Scout Movement in the United States, Juliette Low, and by the aims of the Founder of the Scout Movement, Lord Baden-Powell, attest to the following:
miSSiON
Girl Scouting builds girls of courage, confidence, and character, who make the world a better place.
SPiriTual fOrCE
The motivating force in Girl Scouting is spiritual. The ways in which members identify and fulfill their spiritual beliefs are personal and private.
OPEN mEmBErShiP
The Girl Scout Movement is open to all girls and adults who accept the Girl Scout Promise and Law and meet membership requirements.
PaTriOTiSm, CiTizENShiP, aNd COmmuNiTy SErviCE
Local, national, and global service and action are core elements of the Girl Scout experience.
1. Major revision adopted by the National Council, November 1957. Amended November 1960, October 1972, October 1975, October 1978, October 1981, October 1984, October 1990, October 1996, October 1999, October 2002, October 2005, November 2008.
page6image23976
divErSiTy aNd PluraliSm
Girl Scouts advance diversity and pluralism in our Movement and in the communities in which we live.
rESPONSiBiliTy fOr ThE mOvEmENT aNd ThE dEmOCraTiC PrOCESS
The ultimate responsibility for the Girl Scout Movement rests with its members. We govern by an efficient and effective democratic process that demonstrates our leadership in a fast-changing world.
Girl/adulT ParTNErShiP
Adults partner with girls to guide and inspire growth and achievement. Volunteers are essential to the strength and capacity of our Movement.
wOrld aSSOCiaTiON Of Girl GuidES aNd Girl SCOuTS (waGGGS)
We are active partners in a worldwide sisterhood through our affiliation with WAGGGS. We work with WAGGGS to address the needs of girls and to build a network of global citizens.
COmmuNiTy ParTNErS
We take an active leadership role and are collaborative partners in the community.
vOiCE
We are a premier voice for girls and an expert on their growth and development.
artiCle i Name of the CorPoratioN
The name of this corporation is Girl Scouts of the United States of America.
artiCle ii PurPose of the CorPoratioN
The purpose of the corporation is to promote the Girl Scout Movement in the United States of America, which in- cludes the United States, its territories, and possessions, by directing and coordinating the Movement and by providing and administering the Girl Scout program in accordance with the purposes set forth in its Congressional Charter.
artiCle iii the Girl sCout ProGram
Grounded in the Girl Scout Promise and Law, Girl Scouting is a nonformal, experiential, and cooperative educa- tion program that promotes girls’ personal growth and leadership development. Partnering with caring adults, girls design fun and challenging activities that empower them and raise their voices within a local, national, and global sisterhood.
artiCle iv the NatioNal CouNCil
  1. The membership of this corporation shall consist of the members of the National Council of Girl Scouts of the United States of America, and the corporation in meeting assembled shall be known as the National Council.
  2. The National Council shall have all the powers conferred by the Congressional Charter and by other applicable laws, and shall exercise these powers with due regard for its position as the coordinating head of the Girl Scout Movement in the United States.
  3. Only citizens of the United States who are members of the Girl Scout Movement in the United States and who are 14 years of age or over may be members of the National Council.
DIvErSITy AND PLUrALISM
rESPONSIBILITy FOr MOvEMENT/DEMOCrATIC PrOCESS
GIrL/ADULT PArTNErShIP
wOrLD ASSOCIATION
COMMUNITy PArTNErS
vOICE FOr GIrLS
CoRpoRation
NAME
puRpose of CoRpoRation
PUrPOSE jUrISDICTION
GiRl sCout pRoGRam
national CounCil
COrPOrATION MEMBErShIP
POwErS
ELIGIBILITy FOr MEMBErShIP
75
FOrMULA FOr DELEGATES
6
8
MEMBErShIP
ExECUTIvE STAFF MEMBErS
TErM FOr DELEGATES
national CounCil sessions rEGULAr SESSIONS
rESPONSIBILITIES
SPECIAL SESSIONS
4. The membership of the National Council shall consist of:
  1. delegates elected by Girl Scout councils who are registered through such local councils;
  2. delegates from USA Girl Scouts Overseas;2
  3. members of the National Board of Directors;
  4. members of the National Board Development Committee;
  5. Past Presidents of Girl Scouts of the United States of America; and
  6. such other persons as may be elected by the National Council.
The total membership of the National Council shall not exceed 1,500, and at least four-fifths of the entire membership shall consist of delegates from local councils and from USA Girl Scouts Overseas.3
  1. Each local council to which a charter has been issued and remains in force shall be entitled to the following delegates based on the number of girls under its jurisdiction who are members of the Girl Scouts of the United States of America as of September 30 of the year preceding the regular session of the National Council:
    1. two (2) delegates;
    2. one (1) additional delegate for up to 3,500 girls;
    3. one (1) additional delegate for every 3,500 girls thereafter.
    USA Girl Scouts Overseas collectively shall be entitled to the number of delegates according to the same formula prescribed for local councils.
    The prescribed figure of 3,500 girls may be adjusted when necessary to keep the total membership of the National Council no larger than 1,500.4
  2. Executive staff members employed by any local council shall be eligible for election as delegates to the National Council, provided that the number of such executive staff members from any local council shall not exceed the number of volunteers elected for the same period as delegates from that local council.
  3. Subject to the requirements of the preceding sections of this article, delegates elected by local councils shall serve as members of the National Council for three years from the date of their election or until
    their successors are elected, provided they remain the delegates of the local council which elected them; delegates from USA Girl Scouts Overseas shall serve as members for three years from the date of their selection or until their successors are selected, provided they remain delegates from USA Girl Scouts Overseas; members of the National Board of Directors and National Board Development Committee shall
    be members of the National Council during their term of office; those persons elected by the National Council shall serve until the next regular session of the National Council.
    artiCle v sessioNs of the NatioNal CouNCil
  1. There shall be a regular session of the National Council held triennially at such time and place as determined by the National Board of Directors. Notice of the time, place, and purpose of such session shall be mailed not less than 60 days before the session to each local council, to each USA Girl Scouts Overseas committee, and to each member of the National Board of Directors and National Board Development Committee.
  2. The National Council at its sessions shall hold elections, amend the Constitution, establish requirements for credentials, and shall determine the general lines of policy of the Girl Scout Movement and program by considering and acting upon proposals directed toward the fostering and improvement of Girl Scouting, by receiving and acting upon reports of its National Board of Directors, and by giving guidance to the National Board upon general lines of direction of the Movement and program.
  3. Special sessions of the National Council shall be called by the President upon written request of a majority of the members of the National Board of Directors or twenty percent (20%) of the membership of the National Council, which shall represent at least twenty-five percent (25%) of the councils chartered by GSUSA.The purpose of the session shall be stated in the written request.
2. “Overseas” is a designation for the Girl Scouts of the USA program delivered outside the jurisdiction of a chartered Girl Scout council. 3. This action becomes effective for the 2011 National Council Session.
4. See note 3 above.

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The purpose of the special session shall be limited to legitimate business of the National Council, and no other business shall be transacted except that for which the session has been specifically called.
Notice of the special session, stating the time, place, and specific purpose, shall be mailed not less than 30 days before the session to each local council, each delegate from USA Girl Scouts Overseas, each member of the National Board of Directors and the National Board Development Committee, each Past President, and each member elected by the National Council who is entitled to vote at such session.
  1. Two hundred members of the National Council present in person shall constitute a quorum for the transaction of business at sessions of the National Council, provided, however, that delegates are present from one or more local councils in a majority of the geographical areas of the country as defined in the Bylaws. In the absence of a quorum, a majority of those present at the time and place set for a session may take an adjournment from time to time until a quorum shall be present.
  2. Each member present in person at the National Council shall be entitled to one (1) vote. Decision on annual membership dues shall require a majority of votes cast. All matters shall be determined by a majority vote of the members present and voting, unless otherwise provided by this Constitution.
artiCle vi ProPosals to the NatioNal CouNCil
1. Proposals directed toward the fostering and improvement of Girl Scouting that are to be acted upon by the National Council may be originated (a) by the National Board of Directors and (b) by local councils. Proposals shall be submitted according to the following procedures:
  1. Proposals originated by the National Board of Directors: (1) such proposals shall be sent to local councils for consideration prior to the next session of the National Council, together with the recommendations of the National Board of Directors; (2) action shall be taken on such proposals by the National Council at its next session.
  2. Proposals originated by local councils: (1) such proposals shall be sent to the National Board of Directors by such date as shall be determined by the National Board of Directors; (2) the National Board of Directors, in its sole discretion, shall determine whether such proposals relate to matters which should properly be acted upon by the National Council, except that a proposal submitted by a minimum of 15 percent of all Girl Scout councils holding a charter issued by the National Board of Directors of Girl Scouts of the USA as of September 30 of the year preceding the regular session
    of the National Council shall be determined by the National Board of Directors to relate to matters which should properly be acted upon by the National Council; (3) proposals which the National Board determines relate to matters which should properly be acted upon by the National Council shall be sent to local councils for consideration prior to the next session of the National Council, together with the recommendations of the National Board of Directors; (4) action shall be taken on such proposals by the National Council at its next session.

2. Any proposal involving a constitutional amendment shall be governed by the provisions of the article on amendments.
artiCle vii loCal Girl sCout CouNCils
Local Girl Scout councils shall be organized to further the development of the Girl Scout Movement in the United States; to establish local responsibility for leadership, administration, and supervision of the program; and to develop, manage, and maintain Girl Scouting in accordance with the terms of their charters.
artiCle viii CredeNtials
1. The National Council shall establish requirements for certificates of membership, local council charters, and all other credentials.
qUOrUM
vOTING
pRoposals
OrIGIN OF
By NATIONAL BOArD OF DIrECTOrS
By LOCAL COUNCILS
loCal CounCils
CRedentials
rEqUIrEMENTS
97
8
10
ADMINISTrATION
ISSUANCE rEvOCATION
DUrATION
membeRship dues
national boaRd of diReCtoRs MANAGEMENT OF COrPOrATION ExECUTIvE COMMITTEE
COMPOSITION
ELECTION OF MEMBErS TErMS
NUMBEr OF TErMS
NONPArTICIPATING MEMBErS
  1. The National Board of Directors shall administer the requirements for the credentials established by the National Council, and may establish standards and issue standards, procedures, and interpretations regarding such requirements provided such standards, procedures, and interpretations are consistent with the requirements established by the National Council.
  2. The National Board of Directors, in its sole discretion, shall have the power to issue these credentials subject to the requirements established by the National Council, and to revoke them when, in its opinion, the terms and conditions thereof or requirements therefor are being violated or when the best interests of Girl Scouting are not being furthered.
  3. Charters and other credentials shall be issued for no more than six years. Certificates of membership shall be issued for no more than one year, except for lifetime membership. All credentials shall bear the name of Juliette Low.
artiCle ix membershiP dues
Every person accepting the principles of the Girl Scout Movement and desiring to be a member of the Girl Scout Movement in the United States of America shall pay annual or lifetime membership dues to Girl Scouts of the United States of America.
artiCle x NatioNal board of direCtors
  1. The affairs of the corporation between sessions of the National Council shall be managed by a National Board of Directors, except that the Bylaws may provide for an Executive Committee to exercise the powers of the National Board in the interim between its meetings.
  2. The National Board of Directors shall consist of the President, the Vice Presidents, the Secretary, and
    the Treasurer; and 25 members-at-large. The Chair of the National Board Development Committee, if
    not already elected to the National Board, shall be ex officio a member of the National Board. The Chief Executive Officer and the Chief Financial Officer shall be ex officio members without vote. The National Board shall at all times be representative of the various geographical areas of the country.
3. All members-at-large of the National Board of Directors shall be elected by the National Council at each regular session to serve a three-year term beginning at the time of their installation at the session when elected and ending upon the installation of their successors at the next regular session of the National Council except that National Board members elected also as members of the National Board Development Committee shall have a three-year term to coincide with the term of National Board Development Committee members.
Of those nominated by the National Board Development Committee at least one-third shall be serving at the time of their nomination either a first or second term as members of the National Board of Directors.
Members of the National Board of Directors shall serve for no more than three consecutive terms, except that, regardless of the number of terms any person shall have served as a member of the National Board of Directors, such person may be eligible to be a member of the National Board when serving as an officer of the corporation elected by the National Council or as Chair of the National Board Development Committee.
4. Any National Board member who is absent from two consecutive National Board meetings in their entirety without good cause, acceptable to the President or designee, shall be removed from the National Board by a majority vote of the National Board members present and voting at any regular meeting of the National Board of Directors.
Further, a National Board member may be removed with or without cause by a three-fourths vote of the total number of the National Board of Directors.
  1. The National Board of Directors shall have the power to fill vacancies in its own membership until the next regular session of the National Council, including any vacancy created by the election of a member-at-large to another capacity on the National Board and installation in such capacity. In filling vacancies, the National Board shall conform to the requirement of Section 2 of this article.
  2. In the event of an emergency which makes it impossible for the National Council to meet, all the powers
    of the National Council, except the conducting of elections, shall, to the extent permissible by law, be automatically conferred on the National Board of Directors until such time as a session of the National Council can be held. Action taken by the National Board of Directors under these emergency powers
    shall be reported to the National Council at its next session. In such an emergency, the term of office of
    all members of the National Board of Directors and National Board Development Committee shall be extended until elections are held and successors installed at the next regular session of the National Council. Such an extended term shall be considered to be one term of office.
artiCle xi offiCers
1. The officers of the corporation shall be the President, who shall have the working title Chair of the National Board of Directors; the First and Second Vice Presidents, who shall have the working titles of Vice Chairs; the Secretary; the Treasurer; the Chief Executive Officer; the Chief Financial Officer; and such other officers as the Bylaws may provide.
  1. The President, the Vice Presidents, the Secretary, and the Treasurer shall be elected by the National Council at each regular session to serve a three-year term beginning at the time of the installation at the session
    when elected and ending upon the installation of their successors at the next regular session of the National Council. Each person shall serve no more than three consecutive terms in any one or any combination of
    these offices. Regardless of the number of consecutive terms any person shall have served in any one or any combination of these offices other than that of President, such person shall be eligible for two consecutive terms as President.
  2. The Chief Executive Officer and the Chief Financial Officer shall be appointed by the National Board of Directors to hold office at its pleasure. Such other officers as the National Board of Directors may deem necessary may be elected or appointed by the National Board as provided in the Bylaws.
4. A vacancy among the officers of the corporation shall be filled by the National Board of Directors for the remainder of the unexpired term.
  1. In recognition of distinguished service, all Past Presidents of Girl Scouts of the United States of America shall be honorary officers and members of the National Council with full voting rights. The Past Presidents shall be members ex officio of the National Board of Directors without vote except during any period when they may be serving as duly elected members of the National Board of Directors.
  2. The National Council may elect distinguished citizens as honorary officers of the National Council.
artiCle xii NatioNal board develoPmeNt
1. The National Board Development Committee shall consist of seven (7) members, including the chair of the committee; the CEO of Girl Scouts of the United States of America shall serve as an ex officio nonvoting member. Between meetings of the National Council, the National Board Development Committee shall work in partnership with and report to the National Board of Directors.
2. At least two (2) members shall be members of the National Board of Directors and at least three (3) members shall be non-National Board members.
3. Members shall be elected by the National Council.
Committee, NomiNatioNs, aNd eleCtioNs
vACANCIES
EMErGENCy POwErS TErM OF MEMBErS
IN EMErGENCy

offiCeRs
OF ThE COrPOrATION
ELECTION TErM
MAxIMUM NUMBEr OF TErMS
ChIEF ExECUTIvE OFFICEr, ChIEF FINANCIAL OFFICEr, OThEr OFFICErS
vACANCIES
PAST PrESIDENTS
hONOrAry OFFICErS
national boaRd development Committee
MEMBErShIP rELATIONShIP TO NATIONAL BOArD
COMPOSITION
ELECTION
11 9
TErMS OF OFFICE
TErM LIMITS
APPOINTMENT AND APPrOvAL OF ChAIr
vICE ChAIr ELECTION vACANCIES SINGLE SLATE OF NOMINEES
NOMINATIONS FrOM FLOOr
vOTES rEqUIrED FOr ELECTION
BALLOTS
rEMOvAL FrOM COMMITTEE
paRtial teRms
finanCe
CONTrIBUTIONS
DEBTS
1012
  1. The term of office shall commence at the adjournment of the National Council Session when elected, and shall end at the adjournment of the next regular session, or until successors are elected and assume office.
  2. At least two (2) members, but no more than three (3), shall serve a second consecutive term. No individual shall serve more than two (2) consecutive terms as a member of the committee.
  3. The chair of the committee shall be appointed by the President from amongst the members of the National Board Development Committee and approved by either the Executive Committee or the National Board. Individual(s) shall serve no more than one (1) term as chair of the National Board Development Committee.5
  4. The committee shall elect a Vice Chair from amongst its membership.
  5. A vacancy in any position, including the chair, shall be filled by the National Board for the unexpired term.
  6. The committee shall present at each regular session of the National Council a single slate of nominees for: a) the President; b) the Vice Presidents; c) the Secretary; d) the Treasurer; e) members-at-large of
    the National Board of Directors; and f) members of the National Board Development Committee. No
    member of the National Board Development Committee shall be eligible to be nominated for any officer position. A nominee for President shall be a current member of the National Board of Directors.
  7. Nominations may be made from the floor of the National Council Session provided that notice of such nomination and written consent to serve by the nominee(s) shall have been provided to the President and the Chair of the National Board Development Committee at least forty-eight (48) hours prior to the published time for the convening of the meeting at which the election shall be held.
  8. Election to any position on the National Board or the National Board Development Committee shall require a majority of votes cast by those present and voting at the National Council Session.
  9. Elections shall be by ballot, including electronic balloting, except if there is only one nominee for a position, the election may be held by acclamation.
13. Any National Board Development Committee member who is absent from two (2) consecutive National Board Development Committee meetings in their entirety without good cause, acceptable to the National Board Development Committee Chair, upon recommendation of the National Board Development Committee to the National Board of Directors, shall be removed from the National Board Development Committee by a majority vote of the National Board members present and voting at any regular meeting of the National Board of Directors. Further, upon recommendation of the National Board Development Committee to the National Board of Directors, a National Board Development Committee member may be removed with or without cause by a three-fourths vote of the total number of the National Board of Directors.
artiCle xiii Partial terms
A person who has served more than half of a specific term, as that specific term is set forth in the Constitution or Bylaws, shall be considered to have served the full term.
artiCle xiv fiNaNCe
1. Contributions for the purposes of this corporation shall be collected only as authorized by the National Council or the National Board of Directors.
2. Debts of the corporation shall be incurred only as directed by resolution of the National Council or the National Board of Directors.
5. Section 6 is in regard to appointment of the Chair of the National Board Development Committee and will become effective for the 2011–2014 triennium.
page12image31928
3. The corporation shall not be liable for the debts of any local council or other unit holding a credential or any group of members of the Movement, or any representative of any such unit or group, or any representative of this corporation unless incurred by resolution of the National Council or National Board of Directors.
artiCle xv iNsiGNia
The official emblem of the Girl Scout Movement in the United States is the trefoil. The badges, insignia, and uniforms of Girl Scouts of the United States of America shall be protected to the fullest extent possible and shall be made available to and used only by members registered with Girl Scouts of the United States of
America, or persons authorized by the National Board of Directors.
artiCle xvi bylaws
The National Council or the National Board of Directors shall have power to adopt Bylaws not inconsistent with this Constitution, the Congressional Charter, or other applicable laws.
artiCle xvii ameNdmeNts
This Constitution may be amended by a two-thirds vote of those present and voting at any session of the National Council, provided that the National Board of Directors, in its sole discretion, shall have deemed the proposed amendment appropriate as an amendment and provided that it shall have been included in the call of the session together with the National Board’s recommendation thereon. An amendment to an amendment properly before any session of the National Council may be made by a majority vote of those present and voting in accordance with the rules governing the session, provided the proposed amendment thereto does not alter the intent or increase the scope of the amendment acted upon by the National Board of Directors.
LIMITATIONS OF LIABILITy
insiGnia
TrEFOIL
BADGES, INSIGNIA, AND UNIFOrMS

bylaws
ADOPTION
amendments
vOTE By
NATIONAL COUNCIL

rECOMMENDATION By NATIONAL BOArD
AMENDMENT TO AN AMENDMENT
1311
national boaRd of diReCtoRs rEGULAr MEETINGS
SPECIAL MEETINGS
qUOrUM
offiCeRs
DUTIES OF OFFICErS
PrESIDENT
FIrST vICE PrESIDENT
1214
BylawS6
Of Girl SCOuTS Of ThE uNiTEd STaTES Of amEriCa
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. Meetings shall be held at such date, time, and place as the National Board may direct. Notice of date, time, and place of each meeting shall be provided to each member of the National Board not less than 10 days before the meeting.
  2. Special meetings may be called by the President and shall be called by the President upon the request of at least 10 members of the National Board. Notice of date, time, place, and purpose of a special meeting shall be provided in advance to each member of the National Board.
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.
artiCle ii offiCers
1. 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. The
President, who shall have the working title of Chair of the National Board, shall:
B. The
First Vice President, who shall have the working title of First Vice Chair, shall:
  1. be the principal officer of the corporation;
  2. preside at all meetings of the National Council, the National Board, and the Executive Committee,
    except at such meetings for which the duty of presiding is delegated to the First Vice President, the Second Vice President, the Secretary, the Treasurer, or any member-at-large of the National Board of Directors.
  3. see that the lines of direction given by the National Council and the action of the National Board are carried into effect;
  4. report to the National Council and the National Board as to the conduct and management of the affairs of the corporation; and
  5. serve ex officio as a member of all committees established by the National Board.
  1. assist the President with any and all duties assigned by the President;
  2. 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
  3. in the event of the vacancy in the office of President, succeed to the office for the unexpired term.
page14image26424
6. Revised by National Board of Directors in June 2005; further amended June 2008.
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.
The Secretary shall:
i. ensure that proper notice is given for all meetings of the National Council, the National Board, and the Executive Committee;
ii. ensure that minutes of all meetings of the National Council, the National Board, and the Executive Committee are kept;
iii. have responsibility for the seal of the corporation and ensure its safekeeping; and
iv. preside at meetings of the National Council, the National Board, or the Executive Committee
when delegated the responsibility of presiding. The Treasurer shall:
  1. provide effective stewardship, control, and oversight of the corporation’s finances;
  2. execute directives of the National Board in connection with all financial issues including, but not
    limited to:
    1. the receipt, custody, disbursement, and borrowing of money;
    2. the receipt, custody, and disposal of securities;
  3. execute, in the name of the corporation, all contracts or other instruments authorized by the National Board;
  4. serve as a member, but not chair, of the Finance Committee; and
  5. preside at meetings of the National Council, the National Board, or the Executive Committee,
D.
E.
when delegated the responsibility of presiding.
F. The Chief Executive Officer, hereinafter referred to as the “CEO,” shall:
i. be responsible to the National Board;
ii. serve ex officio without vote as a member of the National Board; and iii. perform such duties as prescribed by the National Board.
G. The Chief Financial Officer, hereinafter referred to as the “CFO,” shall: i. be responsible to the National Board and to the CEO;
SECOND vICE PrESIDENT
SECrETAry
TrEASUrEr
ChIEF ExECUTIvE OFFICEr
ChIEF FINANCIAL OFFICEr
1513
inteRnational CommissioneR
exeCutive Committee
COMPOSITION
1416
DUTIES
MEETINGS
qUOrUM
  1. maintain budgetary control of the finances of the corporation, ensuring that no obligations are incurred in the name of the corporation, except for the purpose of the corporation pursuant to proper authorization;
  2. manage the accounts and all financial records;
  3. prepare and issue financial statements and reports;
  4. serve ex officio without vote as a member of the National Board; and
  5. perform such other duties as prescribed by the National Board or the CEO.
artiCle iii iNterNatioNal CommissioNer
The President shall appoint from among the members of the National Board 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
1. Composition. The Executive Committee shall consist of no more than 11 members, as follows:
  1. The President, the First Vice President, the Second Vice President, the Secretary, and the Treasurer;
  2. The Chair of the National Board Development Committee;
  3. The International Commissioner;
  4. Up to four members-at-large, appointed by the President;
  5. The CEO and CFO, who shall serve as ex officio members without vote.
2. Duties.
  1. Authority Between Board Meetings. The Executive Committee shall exercise the authority of the National Board between meetings of the National Board, except that the Executive Committee shall not:
    1. determine what reports and proposals are to be submitted to the National Council;
    2. approve the budget;
    iii. adopt or amend the Bylaws of GSUSA;
    except in the case of an emergency when these powers are deemed to be delegated.

  2. Reports. The Executive Committee shall submit to the National Board reports of all actions taken between meetings of the National Board.
3. Meetings. The Executive Committee shall meet as needed. Notice of date, time, and place of such meetings shall be provided in advance to each member of the Executive Committee. Such meetings shall be called by the Chair. Special meetings may be called by either the Chair or upon the written request of at least four members. Notice of date, time, place, and purpose of a special meeting shall be provided in advance to each member of the Executive Committee.
4. Quorum. A majority of the Executive Committee members then in office 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 for transaction of business.
artiCle v Committees
  1. The National Board has the authority to establish standing and other committees. The National Board shall establish the functions of these committees, which shall operate under the general supervision of the National Board.
  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 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. 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, 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 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 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.
3. All persons having access to or responsibility for the handling of monies and securities shall be bonded.
4. a.
  1. Transactions as defined in 4c and 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 CFO, or one of the CFO’s nominees, such nominees having been approved by either the Executive Committee or the National Board.
  2. 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.
  3. The National Board shall approve means other than original signatures by which approval is effected.
  4. Access to securities held by the corporation shall be by two persons, namely the Treasurer or President, or their approved nominees, and by the CFO or the CFO’s nominees, such nominees having been approved by either the Executive Committee or the National Board.
artiCle vii iNdemNifiCatioN
This corporation shall indemnify directors and officers against losses actually and reasonably incurred in connec- tion with the defense of any action, suit, or proceeding relating to the performance of their duties to the extent permitted by law.
The National Board 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 CFO, or one of the CFO’s
nominees, such nominees having been approved by either the Executive Committee or the National

Board.
Committees
ESTABLIShMENT
APPOINTMENT OF ChAIrS TErM
APPOINTMENT OF MEMBErS TErM
finanCe
FISCAL yEAr
ExAMINATION OF ACCOUNTS
BONDING
APPrOvED SIGNATUrES

ACCESS TO SECUrITIES
indemnifiCation
1715
Blue Book of Basic Documents DISTrIBUTION CONTENTS
GeoGRaphiCal aReas
paRliamentaRy authoRity RobeRt’s Rules of oRdeR Newly Revised
amendments
1618
artiCle viii Blue Book of Basic Documents
A Blue Book of Basic Documents shall be published and distributed, which shall contain the Congressional Charter, the Constitution and Bylaws, requirements for credentials as established by the National Council, and such other material as the National Board shall direct.
artiCle ix GeoGraPhiCal areas
Geographical areas, 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, and Northern Mariana Islands
artiCle x ParliameNtary authority
The current edition of Robert’s Rules of Order Newly Revised shall be the parliamentary authority of Girl Scouts of the USA.
artiCle xi ameNdmeNts
These Bylaws may be amended by a majority of those present (in person or linked by telecommunication as described under Article I, Section 3, of the Bylaws) and voting at any meeting of the National Board, 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.
POliCiES Of Girl SCOuTS Of ThE uNiTEd STaTES Of amEriCa
eNdorsemeNts/trademark/ marketiNG/iNterNet sales
PErmiSSiON fOr COmmErCial ENdOrSEmENTS
Permission to endorse commercial products or to give en- dorsement of such by implication must be obtained from Girl Scouts of the United States of America and shall be granted only when such endorsement is in keeping with Girl Scout principles and activities.
auThOrizaTiON Of BOOkS, PlayS, mOTiON PiCTurES, radiO aNd Tv PrOGramS aBOuT Girl SCOuTiNG
A book, play, motion picture, or radio or television program about Girl Scouts or Girl Scouting shall be accepted as au- thorized by Girl Scouts of the United States of America only when the script, manuscript, or proof has been ap- proved by Girl Scouts of the United States of America.
iNdividual TESTimONialS
Individual members of the Girl Scout Movement shall not allow their names, in their Girl Scout capacities, to be used in advertising testimonials directly or indirectly endorsing any product or service.
POliTiCal aNd lEGiSlaTivE aCTiviTy
Girl Scouts of the United States of America and any Girl Scout council or other organization holding a Girl Scouts of the United States of America credential may not, nor may they authorize anyone on their behalf to, participate or inter- vene directly or indirectly in any political campaign on behalf of or in opposition to any candidate for public office; or participate in any legislative activity or function which contra- venes the laws governing tax-exempt organizations.
Girl SCOuT TradEmark
Every product sold in connection with a Girl Scout council- sponsored product sale shall bear the Girl Scout name and service mark, either on the product or on its packaging. Every item bearing any of the registered Girl Scout names, logos, or marks purchased or developed for resale,7 including items to be sold in council-sponsored product sales, shall be purchased (1) from a GSUSA-licensed vendor, (2) from Girl Scout Merchandise, or (3) produced with prior ap- proval from GSUSA when items are not readily available from a licensed supplier. Every item bearing the Girl Scout name andservicemark,includingitemsforresaleornon-resale8 by
councils, shall conform to the Girl Scout Graphic Guidelines published by GSUSA. Items used for both resale and non-resale shall adhere to the stipulations stated above for resale items.
CauSE-rElaTEd markETiNG
GSUSA may develop alliances and relationships with cor- porations and businesses for the purposes of advancing Girl Scouting. A Girl Scout council may develop similar alliances with businesses within its jurisdiction, or may work in partnership with GSUSA to develop strategic alli- ances outside of its jurisdiction. These corporations must have policies and operations compatible with the values of Girl Scouting. The guiding principles for such relationships shall be as follows:
  • •  the Girl Scout image will be preserved and enhanced;
  • •  significant revenue and/or visibility will be generated;
  • •  program activities will be enriched;
  • •  membership outreach efforts will be supported; and
  • •  the integrity and financial well-being of GSUSA and Girl Scout councils will be maintained or enriched.
    iNTErNET SalES
    Sales9 on the Internet of products sold in council-sponsored product sales are not permitted.*
    Marketing10 these products using the Internet—including order taking—is permitted in accordance with GSUSA guidance and with parental permission and supervision.
    Sales on the Internet of Girl Scout merchandise, such as uniforms, insignia, publications, and equipment may only be conducted by duly authorized and licensed Girl Scout councils, council shops, retail agencies, and/or GSUSA- licensed vendors. Permission to sell on the Internet must be obtained from GSUSA.
    For safety and security reasons, sales on the Internet for any Girl Scout troop/group money-earning activities may not be conducted by individual girls, parents, or other adults.
    *Online magazine sales using GSUSA-approved vendor developed Web sites are permitted as an exception.
page19image36280 page19image36872 page19image37032 page19image37192
7. “Resale” is defined as any item resold or given away in connection with an event for which a fee, price, or admission is paid. This includes, but is not limited to, product sales. 8. “Non-resale” is defined as any item provided, consumed, or used for the promotion and delivery of Girl Scouts program. This includes items given as donor recognitions.

9. Sales on the Internet include any financial transaction concluded on
any online Web site, including online auctions or public sale sites.

10. Marketing includes advertising the sale and the solicitation and receipt of order commitments.
19
17
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18
20
fuNdraisiNG
fuNdraiSiNG mEThOdS
All fundraising methods employed by Girl Scout groups must be in keeping with the principles for which the organization stands.
fuNdraiSiNG By Girl SCOuTS Of
ThE uNiTEd STaTES Of amEriCa
aNd Girl SCOuT COuNCilS
Fundraising to promote the interests of the Girl Scout Move- ment may be conducted by Girl Scouts of the United States of America and Girl Scout councils both independently and collaboratively. GSUSA and councils are encouraged to work together to maximize contributions to Girl Scouting.
Solicitation of Corporations and Foundations
GSUSA requests for funding shall be initiated only after con- sultation with the council serving the jurisdiction where the funding source directs that solicitations be received. Prior to solicitation of a corporation or foundation located outside a council’s jurisdiction, the initiating council shall consult with the council serving the jurisdiction where the funding source directs that solicitations be received.
OwNErShiP Of aSSETS
All money and other assets, including property, that are raised, earned, or otherwise received in the name of and for the ben- efit of Girl Scouting must be held and authorized by a Girl Scout council or Girl Scouts of the USA. Such money and other assets must be used for the purposes of Girl Scouting. They are the property of and are administered by the Girl Scout council or Girl Scouts of the USA and shall not be sold, given, transferred, or conveyed to a third party for less than fair market value. Such assets are not the property of individuals, troops, geographic units, subordinate units, or communities within a Girl Scout council.
family SOliCiTaTiON
Financial support for Girl Scout councils is derived from the broader community. Local councils are encouraged to solicit the families of girl members for voluntary financial support as one part of an overall fundraising campaign. This may be done at the time of membership registration. Any such family contribution shall be voluntary, not a prerequisite for mem- bership, and not considered a fee for local council services.
SOliCiTaTiON Of CONTriBuTiONS
Adult members in their Girl Scout capacities may not solicit financial contributions for purposes other than Girl Scouting. Adults may engage in combined fundraising efforts authorized by the Girl Scout council and in which the local council is a beneficiary. Girl members may not engage in any direct so- licitation for money.
JuliETTE lOw wOrld friENdShiP fuNd
All monies collected for the Juliette Low World Friendship Fund must be used “for the promotion of Girl Guiding and Girl Scouting throughout the world as a contribution toward world peace and goodwill” and shall be administered by the
National Board of Directors of Girl Scouts of the United States of America in its sole discretion. (The resolution cre- ating the Juliette Low World Friendship Fund was adopted by the National Council, October 1927.)
Girl sCout CouNCil/usaGso
Girl SCOuT COuNCil auThOriTy
aNd rESPONSiBiliTy
Within the terms of its charter, a Girl Scout council shall have the authority and responsibility to: provide and safeguard the Girl Scout program, build an organization to serve its mem-
bership, secure and direct personnel, extend membership op- portunities to all girls within its jurisdiction, finance its work, and develop its community and public relationships; however, a Girl Scout council shall not have the authority to establish any form of local council membership dues, nor shall a Girl Scout council use membership dues collected from girls and adults registering with GSUSA through the council as a source of investment income. The local council shall be accountable to the National Board of Directors of Girl Scouts of the United States of
America for the proper exercise of this authority.
TrOOPS aNd COmmuNiTiES wiThiN a
Girl SCOuT COuNCil JuriSdiCTiON
When a Girl Scout council is chartered and the territory in which it is to operate has been decided upon, all Girl Scout troops in all the communities within that territory shall be under its jurisdiction, and the Girl Scouts of the United States of America shall act through the local council in its relations with these troops and communities.
admiNiSTraTiON Of Girl SCOuT CamPiNG
All types of Girl Scout camping must be under the admin- istration of a Girl Scout council or group licensed by Girl Scouts of the United States of America, except that camping by members of USA Girl Scouts Overseas (USAGSO) may be authorized by a USAGSO committee.
uSa Girl SCOuTS OvErSEaS
COmmiTTEE rESPONSiBiliTy
Every member of USA Girl Scouts Overseas must be af- filiated with a USA Girl Scouts Overseas Committee, which shall accept responsibility for: seeing that overseas committee members, leaders, and girls meet individual membership re- quirements; seeing that each person subscribes to the purpose, adheres to the policies, and maintains the standards of Girl Scouts of the USA; securing and endorsing the leaders; and seeing that the work is financed and authorizing the methods and manner of collecting funds raised in the name of Girl Scouting.
membershiP reGistratioN/ seCurity of membershiP data
mEmBErShiP rEGiSTraTiON
All girls and adults participating in the Girl Scout Move- ment shall be registered as members with Girl Scouts of the United States of America and individually pay the $12 an- nual membership dues, except those adults who are lifetime members or who are working in a temporary advisory or consultative capacity.
SECuriTy Of Girl SCOuT mEmBErShiP
daTa aNd rESTriCTEd uSE Of
mEmBErShiP aNd mailiNG liSTS
The release and distribution of any Girl Scout membership list to a Girl Scout council or non–Girl Scout entity, or the release of any data or information on Girl Scout members, is prohibited except upon approval by the Girl Scouts of the United States of America. All Girl Scout councils and USA Girl Scouts Overseas locations accessing or transmitting membership information electronically must be in compli- ance with this security policy and all other GSUSA security procedures, policies, and standards, as well as all applicable local, state, and federal laws.
Security of Membership Data
Girl Scout councils and USA Girl Scouts Overseas use one of several methods for registering members with Girl Scouts of the USA: the GSUSA Membership Management System, WinPCMS, or a third-party system, and the following proce- dures are in effect:
  • •  To obtain and retain access to the GSUSA Membership Management System, every Girl Scout council must sign a written GSUSA Membership Management Systems Use Agreement, which defines the terms and conditions established by GSUSA.
  • •  To obtain and retain access to the Council Data Interface System (CDIS), the Girl Scout council and its vendor must sign a nondisclosure agreement.
  • •  Every Girl Scout council and USA Girl Scouts Overseas committee must abide by GSUSA’s security policies, standards, and confidentiality and nondisclosure agreements.
  • •  Every Girl Scout council must consent to periodic audits by GSUSA, such as the council performance assessment, to ensure compliance with technical configuration standards, security policies, and GSUSA and governmental security and privacy standards.
Pluralism aNd diversity/ humaN resourCes
PluraliSm aNd divErSiTy iN Girl mEmBErShiP
All Girl Scout councils and USA Girl Scouts Overseas com- mittees shall be responsible for seeing that membership is reflective of the pluralistic nature of their populations and that membership is extended to all girls in all population segments and geographic areas in their jurisdictions. A girl who meets or can meet membership requirements shall not be denied admission or access to Girl Scout program be- cause of race, color, ethnicity, creed, national origin, socio- economic status, or disability. Reasonable accommodations shall be made for girls with disabilities to ensure that girls have access to activities.
SElECTiON Of adulTS
Every adult volunteer and executive staff member in Girl Scouting must be selected on the basis of qualifications for membership, ability to perform the job, and willingness and availability to participate in training for it. In selection of adults, there shall be no discrimination on the basis of race, color, ethnicity, sex, creed, national origin, or socioeconomic status. There shall be no discrimination against an otherwise qualified individual by reason of disability or on the basis of age. Members of Girl Scout council boards of directors and the National Board of Directors shall be selected so that the boards of directors represent diverse population groups and can bring to their deliberations a variety of points of view and life experiences, as well as access to cultural, religious, educational, civic, and economic resources. Executive staff shall be selected as needed to provide managerial and spe- cialist expertise, research capability, and continuity to support the delivery of program to girls through volunteers.
affirmaTivE aCTiON fOr vOluNTEErS
There shall be no discrimination against an otherwise quali- fied adult volunteer by reason of disability or on the basis of age. Furthermore, there shall be no discrimination on the basis of race, color, ethnicity, sex, creed, national origin, or socioeconomic status. In addition, to ensure full equality of opportunity in all operations and activities of the organiza- tion, affirmative action policies and procedures shall be uti- lized in the recruitment, selection, training, placement, and recognition of volunteers. Special emphasis shall be placed upon securing representation of underrepresented popula- tion groups.
EEO/affirmaTivE aCTiON
fOr EmPlOyEd STaff
There shall be no discrimination on the basis of race, color, creed, sex, age, disability, national origin, citizenship, or mar- ital status. In addition, to ensure full equality of opportunity in all operations and activities of the organization, every staff member employed in Girl Scouting shall be selected under fair employment procedures that provide equal employment opportunities to all people. There shall be special efforts in affirmative action in the recruitment, hiring, training, and promotion of persons from underutilized ethnically and ra-
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cially diverse groups and individuals with disabilities, and to make reasonable accommodations for physical and mental limitations of employees and applicants consistent with per- formance of essential job functions and the effective opera- tions of the business.
GriEvaNCE/SEParaTiON Of EmPlOyEd STaff
Every person employed in Girl Scouting shall be protected by fair personnel policies and procedures, including formal problem resolution procedures.
hEalTh aNd SafETy
Girl Scouts of the United States of America, local councils, other units holding a credential, and USA Girl Scouts Over- seas committees shall be responsible for seeing that all activi- ties are planned and carried out so as to safeguard the health, safety, and general well-being of the participants.
SElECTiON Of NaTiONal mEETiNG PlaCES
Gatherings planned and held by the national Girl Scout orga- nization for nationwide attendance shall be held in communi- ties where individuals attending will have freedom of choice in seating, eating, and living accommodations in hotels and buildings engaged by the organization.
sPirituality/reliGioN
flExiBiliTy iN wOrdiNG fOr SPiriTual BEliEfS iN ThE Girl SCOuT PrOmiSE Girl Scouts of the USA makes no attempt to define or inter- pret the word “God” in the Girl Scout Promise. It looks to individual members to establish for themselves the nature of their spiritual beliefs. When making the Girl Scout Promise, individuals may substitute wording appropriate to their own spiritual beliefs for the word “God.”
PlaCE Of rEliGiON iN ThE
Girl SCOuT PrOGram
Girls are encouraged and helped through the Girl Scout program to become better members of their own religious group, but every Girl Scout group must recognize that reli- gious instruction is the responsibility of parents and religious leaders.
rESPECT fOr rEliGiOuS
OPiNiONS aNd PraCTiCES
Every Girl Scout group shall respect the varying religious opinions and practices of its membership in planning and conducting activities.
TrOOPS SPONSOrEd By rEliGiOuS GrOuPS
When a Girl Scout troop is sponsored by one religious group, members of different faiths or religious affiliations within the troop shall not be required to take part in religious ob- servance of the sponsoring group.
CertifiCate of membershiP
A certificate of membership is issued to each girl or adult who meets the requirements for membership. Credentials that the National Board of Directors issues, other than the certificate of membership, include the Girl Scout council charter, the Girl Scout license, and the federation certificate (not in use at present).
Girl Scouts of the United States of America authorizes USA Girl Scouts Overseas in communities outside the U.S.A. where there is no chartered Girl Scout council. These troops are known collectively as USA Girl Scouts Overseas.
mEmBErShiP rEquirEmENTS
Membership as a Girl Scout is granted to any girl who:
has made the Girl Scout Promise11 and accepted the
Girl Scout Law;
  • •  has paid annual membership dues;
  • •  meets applicable membership standards.
    Membership as a Girl Scout adult is granted to any person who:
    • •  acceptstheprinciplesandbeliefsasstatedinthePreamble of the Constitution;
    • •  has paid annual or lifetime membership dues;
    • •  meets applicable membership standards.
      Lifetime membership as a Girl Scout adult is granted to any person (18 years of age or older or a high school graduate or equivalent) who:
    • •  acceptstheprinciplesandbeliefsasstatedinthePreamble of the Constitution;
    • •  haspaidlifetimemembershipduesof25timestheannual membership dues; lifetime membership dues of 13 times the annual membership dues shall be offered to any girl who is a registered Senior Girl Scout at the time of her high school graduation or equivalent, and be available to her before the girl’s current membership expires;
    • •  meets applicable membership standards.
Kindergarten-1 Grade 2-3 Grade 4-5 Grade 6–8 Grade 9–10 Grade 11-12
Girl Scout Adults
Girl Scout Daisy
Girl Scout Brownie Girl Scout Junior
Girl Scout Cadette
Girl Scout Senior
Girl Scout Ambassador

CrEdENTialS (SEE CONSTiTuTiON, arTiClE viii)
aPPliCaBlE mEmBErShiP STaNdardS
Membership standards are not credentials. They are included here only for ready reference in relation to membership re- quirements. Applicable membership standards are as follows:
Girl Scout Membership Levels
Minimum age—18 years of age or a high school graduate or equivalent.
membershiP dues aNd ProCedures for reGistratioN
In order to be a member of the Girl Scout Movement in the United States of America, a person must register with and pay annual or lifetime membership dues to Girl Scouts of the United States of America. This is done locally through the Girl Scout council or USA Girl Scouts Overseas com- mittee with which she or he is affiliated or through national headquarters if she or he has no council affiliation. Girl Scout councils account for membership dues in the custo- dian fund and transmit to GSUSA within the calendar month all monies received for membership dues. These funds are not to be invested by the council for the purpose of gener- ating income for the council.
The Girl Scout membership year is October 1 through September 30.
New members of Girl Scout troops/groups, both girls and adults, pay $12 when they initially become members of the Movement.
Continuing members of Girl Scout troops/groups, both girls and adults, pay $12 when they renew their membership at the beginning of each membership year.
Nontroop-affiliated girl and adult members on both local council and national levels also pay $12 dues each membership year.
Lifetime members pay 25 times the annual membership dues at the time they become lifetime members.
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11. See page 20, “Flexibility in Wording for Spiritual Beliefs in the Girl Scout Promise.”
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When a member transfers from one troop/group or position to another or to another local council, the member does not re-register until her/his current membership expires at the beginning of the next membership year.
The national organization determines the system and method for registering members through Girl Scout councils. Each Girl Scout council verifies the accuracy of the troop/group and/or individual member information and forwards it with the membership dues directly to national headquarters.
National Board members, National Board standing com- mittee members, other national volunteers, and other adult members who have their contact only with the national or- ganization use registration forms received from the national organization. They forward the completed registration forms and dues directly to national headquarters.
USA Girl Scouts Overseas use registration forms received from the national organization. They also forward the completed registration forms and dues directly to national headquarters.
The membership dues of one person may not be transferred to the credit of another person. Membership dues are not refundable.
Adults serving in more than one Girl Scout position pay membership dues only once annually.
Girl sCout CouNCil Charter
A Girl Scout council charter is a credential issued by the Na- tional Board of Directors of Girl Scouts of the USA in ac- cordance with the Constitution of Girl Scouts of the USA,
Article VII and Article VIII. A Girl Scout council charter defines the relationship between a council and Girl Scouts of the USA. It binds the elements of Girl Scouting across the nation into one large and cohesive Girl Scout Movement and gives us a common purpose.
A Girl Scout council charter is issued by the National Board of Directors of Girl Scouts of the USA to an organiza- tion exclusively devoted to the Girl Scout Movement in the United States, granting it the right to develop, manage, and maintain Girl Scouting in a specified area of jurisdiction, which is established by the National Board of Directors, and to call itself a Girl Scout council. A Girl Scout council charter is issued for no more than four years.
requiremeNts for a Girl sCout CouNCil Charter
To receive and retain a charter, a Girl Scout council agrees:
to subscribe to the purpose, adhere to the policies, and be guided by the standards of Girl Scouts of the USA.
to develop, manage, and maintain Girl Scouting throughout the areas of its jurisdiction, in such manner and subject to such limitations as prescribed in the Constitution, Bylaws, and policies of Girl Scouts of the USA.
to participate in the activities and business of Girl Scouts of the USA.
to make reports of its work to Girl Scouts of the USA; pay its charter fee;12 have at all times a registered board of directors; and make sure that all persons affiliating with the council meet individual membership requirements.
ThE CharTEr, whEN iSSuEd TO a Girl SCOuT COuNCil, will CONfEr ThE fOllOwiNG riGhTS:
  • •  the right to be identified with the Girl Scout Movement in the United States of America, which is directed and coordinated by Girl Scouts of the USA, a member of the World Association of Girl Guides and Girl Scouts.
  • •  therighttousethewords“GirlScouts”aspartofthe designation of the council.
  • •  the right to use Girl Scout program and the right to use Girl Scout insignia in connection with that program.
  • •  the right to use the trademark “Girl Scouts” and the service mark, as defined in Girl Scouts of the USA’s Graphic Guidelines, on products or merchandise obtained and used for the day-to-day operations of the council, including stationery, office supplies, items with council and camp names, and symbols, brochures, newsletters, and such items as Girl Scouts of the USA may hereinafter designate. Any other use of marks or insignia owned by Girl Scouts of the USA on products or merchandise must be approved by Girl Scouts of the USA. This includes but is not limited to merchandise to be sold by the council. This right is nonexclusive and nontransferable.
  • •  the right to develop, manage, and maintain Girl Scouting throughout the jurisdiction of the council.
  • •  therighttoreceiveservicesfromGirlScoutsoftheUSA.
  • •  the right, through delegates elected to the National Council of Girl Scouts of the USA, to participate in the business of Girl Scouts of the USA.
12. During the realignment process, the initial charter fee for newly formed councils will be waived.
iN aCCEPTiNG a CharTEr, a Girl SCOuT COuNCil aSSumES ThE fOllOwiNG OBliGaTiONS
  • •  We understand and agree that, in carrying out the terms and other obligations of the charter applied for, we will act in accordance with the Constitution and Bylaws of Girl Scouts of the USA and that the rights and responsibilities granted in the charter are limited to the aforesaid Constitution and Bylaws.
  • •  We also understand and agree that the rights and responsibilities granted by the charter cannot be delegated, nor can the jurisdiction for which the charter is sought be changed without the written authorization of Girl Scouts of the USA.
  • •  ByagreeingtoadheretothepoliciesofGirlScoutsofthe USA, we understand and agree to operate as a council in accordance with and to be limited by policies so identified, published, and distributed to councils by Girl Scouts of the USA, accepting them as binding on the council, on all its members, officers, employees, and those affiliating with it.
  • •  ByagreeingtobeguidedbythestandardsofGirlScouts of the USA, we understand that as a council we have committed ourselves and those affiliating with us to follow and be guided by the standards published from time to time by Girl Scouts of the USA.
  • •  We understand and agree that it is the council’s responsibility to see that each person affiliating with it meets at all times the individual membership requirements established by Girl Scouts of the USA, and to register with Girl Scouts of the USA all girls and adults participating in Girl Scouting within its jurisdiction, whether in troops or in any other capacity, except those adults working in a temporary advisory or consultative capacity.
  • •  Weunderstandandagreethatthecharterappliedformay be revoked or terminated by Girl Scouts of the USA under the provisions of its Constitution, that the rights conferred by the charter cease to exist upon termination or revocation of the charter, and that upon revocation or termination of the charter, the council can no longer and, therefore, will not exercise any of the rights granted to it therein.
  • •  We understand and agree that the council’s articles of incorporation and bylaws that are attached to the Application for a Girl Scout Council Charter are a part of this application. Furthermore, we agree that any changes
    or amendments to these documents will be filed with Girl Scouts of the USA in a timely manner.
  • •  Weunderstandandagreetopaythecouncil’scharterfee as indicated on the Application for a Girl Scout Council Charter.13
    13. During the realignment process, the initial charter fee for newly formed councils will be waived.
ProCedures for reviewiNG aNd issuiNG Girl sCout CouNCil Charters
SPECial PrOviSiONS fOr PEriOd Of rEaliGNmENT
During the realignment period, the National Board of Di- rectors may extend a Girl Scout council’s charter, as needed, to accommodate the council realignment process. The Na- tional Board of Directors may also issue such charters, as necessary, to newly realigned councils upon their comple- tion of the realignment process, including their submission of an Application for a Girl Scout Council Charter.
Girl Scouts of the USA establishes the process and procedure for reviewing and issuing council charters, which is as follows:
Thereisanannualassessmentofcouncilperformance, called a “Scorecard,” with respect to the criteria and standards for an effective Girl Scout council. Girl Scouts of the USA works in partnership with councils in this process. Prior to the expiration of a council’s charter, the council receives from Girl Scouts of the USA an
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Application for a Girl Scout Council Charter. The council’s most recently completed Scorecard is one of the documents utilized in this process.
A GSUSA team assigned to the council completes the Scorecard, based on GSUSA membership data and audits and other documents submitted by the council, including a Scorecard Worksheet. The completed Scorecard is submitted to the council’s board chair and the council’s CEO for review. The GSUSA team arranges a conference call to discuss the Scorecard results with the council’s board chair and the council’s CEO. The GSUSA team completes a written report of the assessment, which is sent to the council’s board chair and its CEO and to the CEO of Girl Scouts of the USA. The CEO of Girl Scouts of the USA provides a report to the National Board of Directors. If the council is not engaged in realignment, the assessment will be the basis for charter action.
The CEO of Girl Scouts of the USA makes a recommendation to the National Board of Directors for action on a council’s charter.
TheNationalBoardofDirectorsreviewsthe recommendation and takes action on the issuance of the council charter for up to four years.
• •
NOTE: A task group is reviewing the “Credentials” section, including procedures found on pages 23- 26, and “Criteria and Standards for an Effective Girl Scout Council” found on pages 27-28, and will be bringing recommendations to the National Board of Directors for action at a future meeting.
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Following action by the National Board of Directors on the renewal of the council charter, a letter is sent from the National Secretary to the chair of the board and the CEO of each council receiving a charter.
3. A national team that includes at least one National Operational Volunteer will conduct an on-site visit and review.
4. At least one month prior to the scheduled on-
site visit, the council review team submits data
relevant to the identified concerns to the national team.
During the on-site visit and review, the council team and the national team review all of the relevant data. The national team gives an oral report on the team’s conclusions to the council’s board of directors.
Upon the National Board of Directors’ approval
for the issuance of the council’s charter,
Girl Scouts of the USA processes the charter
application and sends the charter certificate to 5. the council.
  • •  In the event the analysis of a council’s performance indicates that it is not developing, managing, or maintaining Girl Scouting throughout the area of its jurisdiction or fully meeting charter requirements, the council may receive a charter with qualifications.
  • •  In cases where a council is receiving a charter with qualifications, each member of the council’s board of directors and the council’s CEO are informed about the council’s charter status. Qualifications are defined and annual benchmarks for progress are set. Insufficient progress toward meeting council performance standards in any year of the charter may lead to non-issuance of a succeeding charter.
    ProCedures for a PerformaNCe audit
    The Performance Audit, which is initiated by the National Board of Directors, provides a process for review when the monitoring of required reports or other evidence indicates a sharp decrease in the level of the council’s performance, as defined by the criteria and standards for an effective Girl Scout council and critical priorities, or if the welfare of Girl Scouting is threatened by a council’s blatant disregard for policies or other obligations.
    A Performance Audit will proceed as follows:
  1. The National Board of Directors advises
    the council that a Performance Audit will be
    completed to address specific concerns. The specific concerns and a timeline for the review will be included in the communication.
  2. Upon receiving notification of a Performance Audit, the Girl Scout council’s board of directors
    appoints a council review team of three to five members, including at least one officer or other member of the council’s board of directors, and the council’s CEO as a resource person.
6. The national team prepares a written report of its findings and makes recommendations to the CEO of Girl Scouts of the USA, who, in turn, makes a recommendation to the National Board of Directors. The National Board of Directors takes the action required. Action related to the council taken by the National Board of Directors will be communicated to the council’s board chair, board of directors, and CEO.
ProCedures for NoN-issuaNCe or revoCatioN of Charters
The National Board of Directors takes action on the recommendation of the CEO of Girl Scouts of the USA, if any of the following circumstances occurs in a council:
1. A.
B.
C.
D.
Deficiency in respect to its resources, finances, personnel, administrators, manner of supervising the program, effectiveness in its attempt to reach
and serve all girls within its jurisdiction,
or otherwise, such that, in the opinion of the National Board of Directors, it appears that such council is unable adequately to develop, manage, or maintain Girl Scouting within its jurisdiction; or

Any act or omission, or any course of conduct that, in the opinion of the National Board of Directors, is not in the best interests of Girl Scouting; or
Failure to comply with any policy, credential standard, or directive issued or established by or under the authority of the National Board of Directors; or
Violation of any term, condition, or requirement of its charter.
  1. The National Board of Directors gives notice to the council involved, indicating the nature of the issues or concerns. The notice shall also state a reasonable time within which the council shall respond in writing.
  2. The National Board of Directors shall provide to such council an opportunity to be heard
    by a team named by the National Board. The team shall receive and evaluate any and all information provided by the council, at such place and in such fair manner as the team shall
    prescribe, and shall then report its findings and recommendations to such council and to the National Board.
  3. The National Board shall thereupon determine, in its sole discretion, whether the charter shall be issued or revoked, or may take such other action as it deems appropriate.
ProCedures for ChaNGiNG a Girl sCout CouNCil JurisdiCtioN14
SECTiON i
When two or more councils agree, during the realign- ment period, to participate in a realignment process:
  1. Each council’s board of directors must approve the change.
  2. The councils create a Council Realignment Committee (CRC), which includes the board chairs and CEOs of the councils that are combining jurisdictions. The CRC develops a plan and timeline for carrying out the proposed changes in jurisdiction for approval by the boards of all the councils.
  3. Councils convene membership (delegate) meetings to approve the CRC recommendation for board structure, to elect the nominating committee, and to give the CRC authority to act as a temporary board, if needed. A combined delegate meeting of all the councils is convened at a later point to adopt articles of incorporation and bylaws, to elect the board of directors,
    and to take any action needed to establish the council’s incorporation.

4. The application is processed and the necessary changes in the official records of Girl Scouts
of the USA are made. Girl Scouts of the USA notifies each council board chair of the approval of changes in jurisdiction. The councils notify their membership of the changes in jurisdictions.
SECTiON ii
When two or more Girl Scout councils agree to com- bine jurisdictions to create a new council:
1. Each council’s board of directors must approve the decision to engage in the jurisdictional change, which must be carried out in compliance with the council’s bylaws and the laws of the state in which the council is incorporated.
2. The councils develop a plan and timeline for carrying out the proposed changes in jurisdiction.
3. Each council’s board of directors must vote on the plan of merger, consolidation, or other corporate reorganization and distribution of assets, and refer it to the council’s membership for a vote according to the laws of the state of incorporation.
4. Following the completion of the process to establish the new council, an Application for
a Charter for a New Girl Scout Council is submitted to Girl Scouts of the USA for action by the National Board of Directors.

5. Following approval of the National Board of Directors, Girl Scouts of the USA processes the application, makes the necessary changes in the official records, and notifies each council chair of the board and CEO of the approval of changes in jurisdiction. The councils notify their membership of the changes in jurisdiction.
SECTiON iii
When two or more Girl Scout councils agree to transfer a part of one council jurisdiction to another council:
1. Each council’s board of directors must approve the jurisdictional change.
2. An Application for Change in Girl Scout Council Jurisdiction is completed by each council and sent to Girl Scouts of the USA.
3. Girl Scouts of the USA records the changes in jurisdiction in the official records. Notification of the decision related to the changes of jurisdiction
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In all matters concerning jurisdictional lines, the National Board of Directors has the authority to make the final decision, either during the term of a charter or upon issuance of a new charter.
14 All actions taken must be consistent with state law.
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is sent to board chairs of the councils involved. The councils shall notify their membership of the changes in jurisdictions.
Note: This process may be initiated by a single Girl Scout council, by several Girl Scout councils together, or by an individual community within a Girl Scout council. If an individual community within a Girl Scout council wishes to be removed from the council’s jurisdiction and added to that of another council, the community initiates the request by sending it, in writing, to its own council board chair.
SECTiON iv
The following steps are taken if or when agreement cannot be reached between the boards of directors of the Girl Scout councils to combine or transfer ju- risdiction:
  1. A board chair of at least one affected council must notify Girl Scouts of the USA that their boards are unable to reach agreement on the combination or transfer of jurisdiction.
  2. A national team, including a National Operational Volunteer, will invite all affected councils to provide information on how the requested change will impact the delivery of Girl Scout program. Community leaders from the affected councils also may be invited to provide their reaction to the requested change. A summary of the data collected will be shared with each council board involved in the process.
  3. Using the data provided from council and community sources, the national team will develop a recommendation for jurisdictional boundaries and forward it to the affected councils. The national team completes an
    Application for Change in Girl Scout Council Jurisdiction pursuant to the recommendations.
  4. After the Application for Change in Girl Scout Council Jurisdiction is completed, the CEO of Girl Scouts of the USA reviews the application and recommends action to the National Board of Directors.
  5. Following action by the National Board of Directors, Girl Scouts of the USA records the changes in jurisdiction in the official records
    of Girl Scouts of the USA. The action of the National Board of Directors shall be considered final. Notification is sent to each affected council board chair. The councils shall notify their membership of the change in jurisdiction.
ProCedure for ChaNGiNG a Girl sCout CouNCil Name
To select or change its name, a council should follow the procedure outlined below (Girl Scouts of the USA will provide guidelines for a council to select or change its name):
1. The council submits a proposed name (and up to two alternates) to Girl Scouts of the USA for review.
2. Girl Scouts of the USA notifies the council that the name(s) are consistent with the guidelines. The council starts proper legal proceedings to effect the change in name in the state in which the council is incorporated.
3. When the council receives permission or approval from its state of incorporation to use the new corporate name, the council notifies Girl Scouts of the USA that the corporate
name has been approved by the state on a
specified date and sends the amended articles of incorporation to Girl Scouts of the USA.
CriTEria aNd STaNdardS fOr aN EffECTivE Girl SCOuT COuNCil
The criteria and standards for an effective Girl Scout council are established by the National Board of Directors to delineate the way in which Girl Scout councils are expected to fulfill their charter requirements.
The criteria and standards emanate from the major beliefs and principles of the Girl Scout Movement as expressed in the Congressional Charter and the Constitution of Girl Scouts of the United States of America. The criteria cover broad areas of a council’s responsibility and serve as broad categories of mea- surement.
The standards are developed within the context of each criterion. They are the foundation on which all the work of the council should be built and the prime resource for all organizational review and appraisal. Essential to the chartering process, they also are an enduring point of reference for the desired level of performance.
CriterioN i: membershiP exteNsioN aNd aCCess to Girl sCout ProGram
An effective Girl Scout council ensures that Girl Scout program is delivered to girls in all segments of its ju- risdiction.
STaNdard 1
Based on a thorough understanding of the popula- tions within its jurisdiction, the council attracts and retains membership from all areas of its jurisdiction and all segments of its population.
STaNdard 2
The council develops the structure and systems, in- cluding electronic means, for girls to participate in Girl Scouting using current Girl Scout materials, with program enrichments that meet the needs and inter- ests of girls in the jurisdiction.
STaNdard 3
Program activities throughout every part of the council demonstrate the beliefs and principles of the Girl Scout Movement, as embodied in the Girl Scout Promise and Law and the four Program Goals for girls.
STaNdard 4
Requirements that ensure the protection of the health, safety, and security of participants are evident in all program activities, including those that use electronic means.
STaNdard 5
The council maintains a comprehensive volunteer management system that includes the following:
• Volunteer application, placement, and evaluation processes
• Volunteer screening process that meets state and local requirements
• Volunteer training process
• Volunteer grievance process
This action becomes effective October 1, 2010.
STaNdard 6
The council has a comprehensive communications and community relations plan that promotes and safeguards the Girl Scout brand image and that in- cludes electronic transmission as a means of keeping all segments of the population well informed about the basic messages of Girl Scouting.
CriterioN ii: maiNtaiNiNG orGaNizatioNal iNteGrity
An effective Girl Scout council sustains the purpose of the Girl Scout Movement by conducting its busi- ness through the democratic process, consistent with the charter requirements, policies, and standards of Girl Scouts of the USA.
STaNdard 1
The council board of directors ensures compliance with policies, standards, and procedures as stated in the Blue Book of Basic Documents and other GSUSA publications.
STaNdard 2
The council fulfills its corporate obligations as re- quired by local, state, and federal law, and through the rights and obligations defined in the Girl Scout council charter.
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STaNdard 3
The council has a nominating committee, elected by the corporation, that annually proposes a full single slate of nominees with the experience and skills necessary to provide leadership and direction to the council, and reflecting the diversity of the jurisdiction, for election by the membership body.
STaNdard 4
The council actively seeks to strengthen the demo- cratic process to ensure that the membership is involved in direction setting and influencing major policy decisions.
CriterioN iii:
the develoPmeNt aNd stewardshiP of resourCes

An effective Girl Scout council has sufficient resources and assumes responsibility for managing them, in order to ensure the continuation and expansion of Girl Scouting in the council’s jurisdiction.
STaNdard 1
The council’s human resources policies and practices attract, develop, and retain operational volunteers and employed staff reflecting all areas of its jurisdiction and all segments of its population.
STaNdard 2
The council board ensures that all adults carry out their responsibility to raise funds to support the coun- cil’s work, using methods in keeping with the prin- ciples, policies, standards, and goals of Girl Scouts of the USA.
STaNdard 3
The council board carries out, in a timely manner, its stewardship responsibilities with respect to develop- ment and management of all council assets: human, fiscal, and property.
STaNdard 4
The council board exercises financial leadership to provide for the perpetuation of Girl Scouting within its jurisdiction.
STaNdard 5
The council utilizes an integrated corporate planning/ management system to maximize the effective and responsible development and use of resources.
STaNdard 6
The council receives financial support as a result of being actively involved and recognized as a critical resource in the community.
CONGrESSiONal CharTEr Of Girl SCOuTS Of ThE uNiTEd STaTES Of amEriCa
Girl Scouts was first incorporated in 1915 under the corporate laws of the District of Columbia. A Congressional Charter was conferred upon Girl Scouts of the United States of America in 1950 by a special act of Congress. In 1998, Congress revised the language of all congressional charters, including the charter conferred upon Girl Scouts of the United States of America in 1950. The purpose was to ensure uniformity rather than make substantial changes in the content. Legislation was introduced and legislation
HR. 1085/S.2264 was approved by Congress and signed into Public Law 105-225 on August 12, 1998.
ChaPter 803 –
Girl sCouts of the uNited states of ameriCa

sec.
  1. Organization.
  2. Purposes.
  3. Governing body.
  4. Powers.
  5. Exclusive right to emblems, badges, marks, and words.
80306. Restrictions. 80307. Annual report.
§ 80301. orGaNizatioN
(a) Federal charter.—Girl Scouts of the United States of America (in this chapter, the “corporation”) is a body corporate and politic of the District of Columbia.
  1. (b)  Domicile.—The domicile of the corporation is the District of Columbia.
  2. (c)  Perpetual existence.—Except as otherwise provided, the corporation has perpetual existence.
§ 80302. PurPoses
The purposes of the corporation are—
(1) to promote the qualities of truth, loyalty, helpfulness, friendliness, courtesy, purity, kindness, obedience, cheerfulness, thriftiness, and kindred virtues among girls, as a preparation for their responsibilities in the home and for service to the community;
(2) to direct and coordinate the Girl Scout movement in the United States and territories and possessions of the United States; and
(3) to fix and maintain standards for the movement that will inspire the rising generation with the highest ideals of character, patriotism, conduct, and attainment.
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§ 80303. GoverNiNG body
(a) National Council.—
(1) There shall be a National Council of Girl Scouts. The number, qualifications, and term of office of members of the Council are as provided in the constitution of the corporation, except that members of the Council must be citizens of the United States.
(2) The Council may adopt and amend a constitution and bylaws and elect a board of directors, officers, and agents.
(3) The constitution may prescribe the number of members of the Council necessary for a quorum. That number may be less than a majority of the entire Council.
(4) Meetings of the Council shall be held as provided in the constitution to hold elections and receive reports of the officers and board of directors. Special meetings may be called as provided in the constitution.
(b) Board of directors.—
(1) To the extent provided in the constitution and bylaws, the board of directors shall have the powers of the Council and manage the activities of the corporation between meetings of the Council. The number, qualifica- tions, and term of office of directors are as provided in the constitution.
(2) The constitution may prescribe the number of directors necessary for a quorum. That number shall be at least 20 or two-fifths of the entire board.
(c) Executive and other committees.—The bylaws may provide for—
(1) an executive committee to carry out the powers of the board of directors between meetings of the board;
and
(2) other committees to operate under the general supervision of the board of directors.
(d) Locationofmeetingsandrecords.—TheCouncilandtheboardofdirectorsmayholdmeetingsand keep the seal and records of the corporation in or outside the District of Columbia.
§ 80304. Powers
The corporation may—
(1)
adopt and amend a constitution, bylaws, and regulations, including regulations for the election of associates
and successors;
(2) adopt and alter a seal;
(3) have offices and conduct its activities in the District of Columbia and in the States, territories, and posses- sions of the United States;
(4) acquire, own, lease, encumber, and transfer property, and use any income from the property, as necessary to carry out the purposes of the corporation;
(5) sue and be sued within the jurisdiction of the United States; and
(6) do any other act necessary to carry out this chapter and the purposes of the corporation.
§ 80305. exClusive riGht to emblems, badGes, marks, aNd words
The corporation has the exclusive right to use all emblems and badges, descriptive or designating marks, and words or phrases the corporation adopts, including the badge of the Girl Scouts, Incorporated, referred to in the Act of August 12, 1937 (ch. 590, 50 Stat. 623), and to authorize their use, during the life of the corporation, in connection with the manufacture, advertisement, and sale of equipment and merchandise. This section does not affect any vested rights.
§ 80306. restriCtioNs
(a) Profit.—The corporation may not operate for profit.
(b) Political activities.—The corporation shall be nonpolitical and nonsectarian.
§ 80307. aNNual rePort
Not later than April 1 of each year, the corporation shall submit a report to Congress on the activities of the corporation during the prior fiscal year. The report shall be printed each year, with accompanying illustrations, as a separate House document of the session of the Congress to which the report is submitted.
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BYLAWS OF GIRL SCOUTS OF NORTH-CENTRAL ALABAMA, INC. ARTICLE I - THE COUNCIL
The name of the corporation shall be Girl Scouts of North-Central Alabama, Inc., hereinafter referred to as “Council”, a not-for-profit corporation, organized under the laws of the State of Alabama.
ARTICLE II - PURPOSE
The purpose of the Council, as defined in the Articles of Incorporation, is to make available to girls under its jurisdiction the program, practices, and standards of Girl Scouting as offered by the Girl Scouts of the United States of America.
ARTICLE III - MEMBERS SECTION 1- GENERAL MEMBERSHIP
Any person registered with the Council as a Girl Scout is deemed to be a member.
SECTION 2- VOTING MEMBERSHIP
  1. Voting members of the Council shall consist of:
    1. delegates fourteen (14) years of age or older elected by their service units (as
      defined in Article X, Section 3. F.)
    2. members of the board of directors and officers
    3. If not already elected to the board, the chair of the Board Development
      Committee shall serve as a voting member of the board of directors.
  2. The number of voting members of the Council shall be no less than one hundred
    (100).
  3. The majority of voting members of the Council shall be those elected by the service
    units.
SECTION 3- ELECTION PROCEDURES
  1. Each service unit shall elect delegates and alternates in accordance with policies and procedures established by the board of directors.
  2. The number of delegates and alternates to which each service unit is entitled is based on the number of registered girl members of the Girl Scout Movement in the service unit as of September 30 of each calendar year, according to a formula established and administered by the board of directors.
  3. Each service unit shall be entitled to at least one (1) delegate.
  4. In the election and appointment of delegates pursuant to Section 2.A, the Council
    shall consider, among other factors, the ethnic, racial, educational, civic, religious,
    and socioeconomic diversity within the Council’s jurisdiction.
  5. Delegates shall serve for a term of one year or until their successors are elected, or
    appointed, as the case may be.
  6. Officers, directors, Board Development Committee members, and National Council
    delegates shall be elected at the annual meeting of members by a vote of the majority 1
of those present at the meeting and eligible to vote.
ARTICLE IV - BOARD OF DIRECTORS
SECTION 1- COMPOSITION
  1. The initial number of voting members of the board of directors including officers shall be thirty-four (34) and the initial number of non-voting members of the board of directors shall be five (5). The board of directors shall consist of the elected and ex officio officers of the Council and no fewer than seventeen (17) directors.
  2. The chair of the Board Development Committee, if not otherwise elected to the board of directors, shall serve as a voting member of the board of directors.
  3. Not more than four (4) registered Girl Scouts, age fourteen (14) or older, may be appointed by the board of directors to serve as non-voting members of the board in compliance with Alabama law.
  4. Any registered adult serving as an operational volunteer who is elected to the board of directors shall relinquish their role as an operational volunteer.
SECTION 2- TERM OF OFFICE
  1. The directors shall be elected in accordance with Article III of these bylaws for a term of two years, or until their successors are elected or appointed and assume office.
  2. Terms of office shall begin at the close of the annual meeting.
  3. The term of office of one-half (1/2) of the directors shall expire at each annual
    meeting of the members of the Council.
  4. No individual shall serve more than two (2) consecutive terms as a director.
  5. A director who shall have served a half term or more in office shall be considered to
    have served a full term in office.
SECTION 3- VACANCIES
Any vacancy occurring in a position of director shall be filled by the board of directors for the remainder of the unexpired term.
SECTION 4- POWER, AUTHORITY, AND ACCOUNTABILITY
The board
  1. Shall have full power and authority over the affairs of the Council between meetings
    of the Council, except as otherwise provided in these bylaws or by statute.
  2. Be accountable to the membership of the Council for managing the affairs of the
    Council including development of a decision-influencing system allowing for members of the Movement, including girl members, to have a voice on key issues affecting the Council and the Movement.
  3. Be accountable to the board of directors of Girl Scouts of the United States of America for compliance with the charter requirements; to the state in which it is incorporated for adhering to state corporate law; and to the federal government in matters relating to legislation affecting not-for-profit, non-stock organizations.
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SECTION 5- REGULAR MEETINGS
  1. The board of directors shall hold at least four (4) regular meetings a year at such time and place as the board may determine.
  2. Notice of time, place, and purpose of the meeting shall be provided to each member of the board of directors not less than ten (10) days before the meeting.
  3. Board members participating in the meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting are able to hear one another at the same time shall be considered to be present at the meeting.
  4. Voting shall be in accordance with the following:
1. 2. 3.
4. 5. 6.
each member of the board of directors shall be entitled to one vote
no member shall vote in more than one capacity
unless otherwise designated by statute, the Articles of Incorporation of the Council, or these bylaws, all matters shall be determined by a majority vote of those present at a meeting at which a quorum exists

a quorum shall consist of 40% of the voting board members proxy and/or absentee voting shall not be allowed
directors may vote by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting are able to hear one another at the same time and shall be considered to be present at the meeting.
SECTION 6 SPECIAL MEETINGS
  1. Special meetings may be called by the President and shall be called by the President upon written request of at least six (6) board members.
  2. Notice of the date, time, place, and specific purpose of the meeting shall be provided to each member of the board of directors not less than ten (10) days before the meeting.
  3. A majority of the voting members shall constitute a quorum for the transaction of business. Board members participating in the meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting are able to hear one another at the same time shall be considered to be present at the meeting.
  4. Voting shall be in accordance with Article IV, Section 5.D.
SECTION 7 REMOVAL
  1. Any director, including any officer, who is absent from three regular meetings in their entirety during a calendar year without good cause acceptable to the President or the President's designee, shall be removed from the board by a two-thirds (2⁄3) vote of the directors present and voting at any regular meeting.
  2. Any director, including any officer, may be removed with or without cause by a two- thirds (2⁄3) vote of the total number of the board of directors.
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ARTICLE V - OFFICERS
SECTION 1- ELECTED OFFICERS
The elected officers of the Council shall be the President, First Vice President, Second Vice President, Third Vice President, Secretary, and Treasurer and shall serve on the Board of Directors.
SECTION 2- TERM OF OFFICE
  1. The officers shall be elected in accordance with Article III of these bylaws for a term of two (2) years, or until successors are elected or appointed and assume office.
  2. Terms of office shall begin at the conclusion of the annual meeting.
  3. No individual shall serve more than two (2) consecutive terms in any particular
    office.
  4. No individual shall hold more than one office at a time.
  5. An officer who shall have served a half term or more in office shall be considered to
    have served a full term in office.
SECTION 3-VACANCY IN OFFICE
  1. In the event of a vacancy in the office of the President, as determined by the majority of the board of directors, the First Vice President shall succeed to the office of the President to complete the term in progress.
  2. Except as otherwise provided herein, any vacancies shall be filled by a majority vote of the board of directors for the remainder of the unexpired term.
SECTION 4- EX OFFICIO OFFICERS
The Chief Executive Officer (CEO) shall be appointed by the board of directors to serve at its pleasure and shall serve on the board of directors, ex officio, without voting rights.
SECTION 5- DUTIES OF OFFICERS
  1. The President shall
    1. be the principal officer of the Council
    2. preside at all meetings of the Council, the board of directors, and the executive
      committee
    3. assure support by the board of directors for the Council’s strategic direction and
      appropriate oversight of performance
    4. report to the Council and the board of directors as to the conduct and management
      of the affairs of the Council
    5. serve as an ex officio member of all committees except the Board Development
      Committee.
  2. The First Vice President shall
    1. assist the President as assigned
    2. preside at meetings of the Council, the board of directors, or the executive
      committee in the absence or inability of the President
    3. in the event of the vacancy in the office of the President, succeed to the office of
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C.
D.
E.
F.
President for the remainder of the unexpired term.
The Second Vice President shall
  1. assist the President as assigned
  2. in the event of the vacancy in the office of First Vice President, succeed to the
    office of First Vice President for the remainder of the unexpired term
  3. In the event of the vacancy in both the offices of the President and First Vice
    President, succeed to the office of President for the remainder of the unexpired term.
The Third Vice President shall
  1. be referred to as the Field Vice President
  2. serve as a liaison between the board of directors and the service units
  3. assist the President as assigned.
TheSecretaryshall
1. ensure that proper notice is given for all meetings of the Council, the board of

directors, and the executive committee
2. ensure that minutes of all meetings of the Council, the board of directors, and the

executive committee are kept and submitted to the President in a timely manner
  1. have responsibility for the records of the Council and ensure their safekeeping
  2. perform such other duties as are usual to the office, and perform such duties as
    may be assigned by the President.
The Treasurer shall
  1. provide stewardship and oversight of the Council’s finances
  2. execute directives of the board of directors
  3. provide financial statements and reports
  4. be a member of the finance committee.
    ARTICLE VI - EXECUTIVE COMMITTEE
SECTION 1- COMPOSITION
The Executive Committee shall consist of:
A. The elected officers of the Council
B. Three (3) members of the board of directors, appointed by the President immediately

following the annual meeting for a term of one (1) year
C. The Chief Executive Officer serving as an ex officio, non-voting member.

SECTION 2- DUTIES
A. The Executive Committee shall have the authority to meet between the meetings of the board only for the purpose of handling emergencies and time-sensitive issues.
B. The Executive Committee does not have the authority to:
  1. adopt the budget
  2. amend the bylaws
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3. take action which is contrary to, or a substantial departure from, the direction established by the board or which represents a major change in the affairs, business, or policy of the Council.
C. The Executive Committee shall submit to the board of directors at each board meeting a report of all actions taken since the last board meeting.
SECTION 3- MEETINGS
  1. Meetings of the Executive Committee shall be called by the President or upon written request of the majority of members of the Executive Committee.
  2. Notice of the date, time, and place of each meeting shall be provided twenty-four (24) hours in advance of the meeting unless precluded by an emergency.
SECTION 4 QUORUM
A majority of the Executive Committee members then in office shall constitute a quorum for the transaction of business. Committee members participating in the meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting are able to hear one another at the same time shall be considered to be present at the meeting.
ARTICLE VII- BOARD DEVELOPMENT COMMITTEE
SECTION 1- COMPOSITION
There shall be a Board Development Committee of seven members including the chair, of whom three (3) shall be elected from among the members of the board of directors and the remaining four (4) shall be non-board members. The CEO shall serve as an ex officio, non-voting member of the committee.
SECTION 2- METHOD OF ELECTION, TERMS, AND VACANCIES
  1. Members of the committee shall be elected by voting members of the Council for a term of two (2) years and shall serve consecutively for no more than two terms.
  2. Terms of the office shall begin at the close of the annual meeting at which the elections are held.
  3. The term of office of as few as three (3), no more than four (4), of the members shall expire at the annual meeting of the Council.
  4. In the event of a vacancy in any position other than committee chair, the vacancy shall be filled by the board of directors for the remainder of the unexpired term.
SECTION 3- SELECTION AND TERM OF CHAIR
  1. The chair of the Board Development Committee shall be elected by the voting members at the annual meeting for a term of one year; and, shall serve as chair for no more than one year during any term as a committee member.
  2. If not already elected to the board of directors, the chair shall serve as a voting member of the board of directors.
  3. A vacancy in the office shall be filled by the committee within 30 days or, in the absence of action by the committee, appointed by the President for the remainder of the unexpired term.
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SECTION 4- QUORUM
Four (4) members of the committee, including at least one member of the board, shall constitute a quorum. Committee members participating in the meeting by means of a conference telephone or similar communications equipment by which all members participating in the meeting are able to hear one another at the same time shall be considered to be present at the meeting.
SECTION 5- RESPONSIBILITIES
  1. To solicit and recruit candidates for elected positions in the Council.
  2. To provide to the membership of the Council a single slate for all positions for
    election, including officers, directors, and Board Development Committee members.
  3. To provide to the membership of the Council in accordance with the time frame
    established by Girl Scouts of the United States of America a single slate of delegates and alternates to the National Council Session of Girl Scouts of the United States of America.
  4. To develop in conjunction with the board of directors
    1. board orientation and education materials
    2. board development materials
    3. methods for identifying needed skills and talents for the Council board of
      directors and committees
    4. methods for succession planning
    5. board annual self assessment materials
  5. To conduct board orientation and board development training sessions.
SECTION 6- NOMINATIONS FROM THE FLOOR
Nominations may be made from the floor at a meeting of the members of the Council provided that the eligibility of the individuals so nominated, as determined by these bylaws, has been established and the written consent of such individuals secured and submitted to the Board Development Committee chair at least 7 days prior to the meeting.
SECTION 7- REGULAR MEETINGS
Regular meetings of the committee shall be held at such time and place as determined by the committee.
SECTION 8- REMOVAL
A Board Development Committee member may be removed with or without cause by a three-fourths (3/4) vote of the total number of the Board of Directors.
ARTICLE VIII BOARD COMMITTEES
SECTION 1- ESTABLISHMENT
The board of directors may establish standing and special committees and/or task groups, and/or ad hoc committees as needed, which shall operate under the general supervision of the board of directors.
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SECTION 2- APPOINTMENT
  1. The chair of any standing or special committee or task group shall be appointed by the President, subject to the approval of the board of directors.
  2. Members of any committee or task group shall be appointed by the President in consultation with the chair of the respective committee or task group.
  3. At least one (1) member of any committee or task group shall be a member of the board of directors.
  4. Appointments to committees and task groups shall be for one (1) year unless a different term is specified by the board of directors at the time of appointment.
  5. Vacancies in any committee or task group shall be filled by the President in accordance with Section 2.A. or 2.B. of this Article.
SECTION 3- QUORUM
The quorum for meetings of any committee or task group shall be a majority of the members of such committee or task group. Committee members participating in the meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting are able to hear one another at the same time shall be considered to be present at the meeting.
ARTICLE IX - MEETINGS
SECTION 1- ANNUAL MEETING
  1. The Council shall conduct an annual meeting of the members of the Council each year at a date, time, and place to be determined by the board of directors.
  2. Notice of the date, time, and place of the annual meeting, accompanied by an agenda, the slate of nominees for all positions, and any proposed amendments to these bylaws shall be provided to each voting member of the Council not more than forty-five (45) days nor less than thirty (30) days prior to the meeting.
  3. At the annual meeting, the Council shall
    1. elect officers, directors, members of the Board Development Committee, and in
      appropriate years, delegates and alternates to the National Council Session of Girl
      Scouts of the United States of America.
    2. consider any proposed amendments to the Council bylaws
    3. provide input on key issues affecting the Council and the movement
    4. consider any other business appropriate to come before the Council in accordance
      with the process established by the board of directors.
  4. The quorum for the annual meeting shall be a majority of the voting delegates
    provided that at least 50 % plus one of the voting delegates present represents the
    Council’s service units.
  5. Voting shall be in accordance with the following:
    1. each delegate of the Council shall be entitled to one vote
    2. no member shall vote in more than one capacity
    3. unless otherwise designated by statute, the Articles of Incorporation of the
      Council, or these bylaws, all matters shall be determined by a majority vote
    4. proxy and/or absentee voting shall not be allowed.
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SECTION 2- SPECIAL MEETINGS
  1. A special meeting of the members of the Council
    1. may be called by the President;
    2. shall be called by the President upon the written request of a majority of the
      members of the board of directors then in office
    3. shall be called by the President upon the written request of fifty (50) percent plus
      one of the service units.
  2. The purpose of the meeting shall be stated in the request.
  3. Notice of the date, time, and place, and specific purpose of the meeting shall be
    provided to each voting member of the Council at least ten (10) days prior to the
    meeting.
  4. No business shall be transacted except the purpose for which the meeting has been
    called as reflected in the notice of the meeting.
  5. The quorum for a special meeting shall be a majority of the voting delegates present
    provided that at least 50% plus one of the Council’s service units are epresented by at least one (1) delegate.
    ARTICLE X - SERVICE UNITS
SECTION 1- SERVICE UNITS
The board of directors shall establish geographic subdivisions called service units within the Council jurisdiction.
SECTION 2- MEMBERS
Each member of the Girl Scout Movement, registered through the Council, and residing or working in the geographic subdivision shall be a member of a service unit.
SECTION 3- RESPONSIBILITIES
Each service unit
A. B. C.
D. E. F.
Shall advise on proposed plans, policies, and other matters referred to the service unit by the board of directors.
Shall participate in the strategic planning process as delegated by the board of directors.
Shall submit proposals to the board of directors for improving the quality of Girl Scouting.
Shall perform such other duties as may be delegated by the board of directors.

May recommend potential community partners to the CEO.
Shall elect candidates fourteen (14) years old or older to be delegates to the annual council meeting.

SECTION 4- MEETINGS
A. Regular Meetings- Each service unit shall have at least two (2) meetings a year. B. Special Meetings
1. Special meetings may be called by the request of the Third Vice President (Field Vice President) and/or the board of directors.
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  1. Special meetings may be called upon request any existing service unit troop.
  2. No business shall be transacted except that for which the meeting has been called.
  3. Written notice of the time, place, and purpose of the meeting shall be provided to
    each member of the service unit not less than three (3) days before the meeting.
    ARTICLE XI - NATIONAL COUNCIL DELEGATES
SECTION 1- ELIGIBILITY
Delegates and alternates to the National Council of the Girl Scouts of the United States of America shall be United States citizens age 14 years and older. They shall be members of the Girl Scout Movement registered through the Council at the time of election and throughout the term of service.
SECTION 2- ELECTION
The delegates and alternates to the National Council of the Girl Scouts of the United States of America shall be elected in accordance with Article III of these bylaws in accordance with the timeframe established by the Girl Scouts of the United States of America and shall serve a term of three (3) years or until their successors are elected and assume office.
SECTION 3- VACANCIES
The board of directors or executive committee of the board shall fill delegate vacancies from among the elected alternates.
ARTICLE XII FISCAL RESPONSIBILITIES SECTION 1- FISCAL YEAR
The fiscal year of the Council shall be October 1 through September 30.
SECTION 2- CONTRIBUTIONS
Any contributions, bequests, devises, and gifts for the purpose of Girl Scouting within the Council shall be accepted or collected only as authorized by the board of directors.
SECTION 3- DEPOSITORIES
All funds of the Council shall be deposited to the credit of the Council under such conditions and in such financial institutions as shall be designated by the board of directors.
SECTION 4- APPROVED SIGNATURES
Approvals for signatory authority in the name of the Council and access to funds and securities of the Council shall be authorized by the board of directors.
SECTION 5- BONDING
All persons having access to or responsibility for the handling of monies and securities of the Council shall be bonded in the amount authorized by the board of directors.
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SECTION 6- BUDGET
The board of directors shall approve the annual operational and capital budgets. No expenses shall be incurred in excess of the total budgetary amounts without prior approval of the board of directors.
SECTION 7- PROPERTY
Title to all property except troop equipment shall be held in the name of the Council.
SECTION 8- AUDITS
An independent certified public accountant shall be retained by the board of directors to perform an annual audit of the financial statements of the Council. A report of the audit shall be submitted to the board of directors and to the Girl Scouts of the United States of America.
SECTION 9- FINANCIAL REPORTS
A summary report of the financial operations of the Council shall be presented to the membership at the annual meeting.
SECTION 10- INVESTMENTS
The funds of the Council shall be invested in accordance with the policy established by the board of directors or by a committee appointed by the board of directors for such purpose.
SECTION 11-LEGAL COUNSEL
Independent legal counsel may be retained by the Council as needed.
ARTICLE XIII - INDEMNIFICATION
The Council is and shall henceforth be obligated to indemnify and hold harmless all directors, officers, employees, and agents of the Council, whether or not their term or employment shall have expired, from any loss, expense, liability or claim of liability of every kind whatsoever that they may at any time   pay or incur, as a direct or indirect consequence of any actions taken or omitted or alleged to have been taken or omitted on behalf of the Council, by its directors or officers, or by themselves as such directors or officers, excepting only such as may be paid or incurred in relation to matters that they, respectively, shall be adjudged by action, suit, or proceeding to be liable for gross negligence or misconduct in the performance of their duties for the Council. Such indemnification shall be cumulative and not exclusive of any other rights that the directors or officers of the Council may be entitled under any law, agreement, corporate action, or otherwise.
ARTICLE XIV PARLIAMENTARY AUTHORITY
The current edition of "Robert's Rules of Order Newly Revised" shall be the parliamentary authority of the Council.
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ARTICLE XV - AMENDMENTS
These bylaws may be amended by a two-thirds (2/3) vote of the voting members of the Council present at a meeting of the Council, provided that the proposed amendments shall have been distributed at least thirty (30) days prior to the meeting at which the amendments will be considered.
Effective: August 22, 2009 immediately following the Annual Meeting
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