2017 National Conference Session Proposals

Proposal 1. Reduce the size of the National Board from 30 (31) to 20 (21) members by reducing the number of members at-large from 25 to 15.

Save Our Movement urges a NO vote on Proposal 1 due to several factors but most importantly because it will diminish the power of the National Council.

Most concerning, by reducing the board members at-large and not reducing the size of the officers (Executive Committee), the Executive Committee will/could comprise half of the board, or 10 members. That imbalance of power should concern the National Council delegates especially if Proposal 2 passes.

GSUSA claims the reduction in board size will improve deliberations at meetings and increase board member engagement and satisfaction, however they do not explain how. Nor does GSUSA describe the current inefficacies of deliberation and satisfaction. Admittedly, a smaller group is more easily swayed to agree with an agenda strongly supported by the leadership. Is this what the delegates want?

Not all research supports a smaller board for large non-profit organizations. Board size in the non-profit sector is not trending down when it comes to like organizations such as the Boy Scouts, Boys and Girl Club and the Salvation Army. And, although the national average may by 15 - 22 members, the same studies site that there is no one right size because every board culture is unique and each must determine optimal size to operate efficiently and effectively.


Please read the following Questions and Answers to help decide your vote

Q: Why is the National Board proposing this change?

GSUSA cites research that a smaller board will be more effective. However research also shows that smaller boards don’t necessary make them more effective and efficient. BoardSource repeatedly states that one-size does not fit all organizations. There is no rationale that the unique Girl Scout membership organization will be better served by a smaller board. In fact, just the opposite is possible while attempting to find the expertise across the US that understands urban and rural issues in all 50 states with only 20 people total.

Q: Will the reduction in board size impact the capacity of the board to manage its work?

This proposal may not affect the volume of work the GSUSA board can accomplish at meetings, however it will diminish the representation for all 112 councils across the country. Imagine if the Federal Government decided to allow only one Senator per state instead of two. The diversity of opinions would be cut in half.

Q: Will the reduction in board size impact the capacity of the National Board to raise funds?

GSUSA says no and in fact it will increase. However, it is impossible to think that reducing the board size by one-third will not impact board fund-development negatively. It would be helpful to know how much the current board gives personally, whether 100% of the board makes a significant annual gift and what the total amount is in corporate gifts raised annually.

Q: Will the reduction in board size impact its geographic diversity?

Yes, it will. There will be fewer people from all six geographic areas. At 30 members, each geographic area should have 5 members. At 20 members, each of the six geographic area will have 3.3 members (if GSUSA serves each geographic area equally).

Q: Will the reduction impact the engagement level of board members?

This is impossible to say. Finding board members with a solid historical tie to the organization is the most likely indicator of future satisfaction and engagement. The GSUSA board could be improved by finding more members who have been involved with the organization in a meaningful way.

Q: Is this a sufficient number of board members to be conducting the business of a national organization the size and scope of Girl Scouts?

Given the uniqueness described in the comments by member Gerry Floyd, Girl Scouts is a membership organization, with a requirement of geographic representation and a formal democratic process detailed in the Blue Book of Basic Documents. No other organizations cited in the rationale by GSUSA have the same or similar structure as Girl Scouts and cannot be compared. Girl Scouts needs a board of 30 members-at-large, or larger, to adequately represent its six geographic areas.

Q: GSUSA board self-assessment revealed they desired a smaller board.

It is unclear from the rationale provided by GSUSA how many, or if a majority of, board members desired a smaller board because statistics are not provided. Regardless, the board is accountable to the Blue Book and the requirements of the democratic process including representation from all 6 geographic areas and that can only be accomplished through a larger board.

Q: How does the size of the National Board compare to the size of council boards?

This question and rationale is irrelevant. The GSUSA board needs to represent the entire country, all 50 states and all 112 Girl Scout Councils. In order to accomplish this, the GSUSA board needs to be at least 30 members-at-large.

Q: How often has the National Council reduced the size of the National Board?

Why was this information not provided in the early alert or the workbook as it has been with prior request for reduction in board size? Regardless of prior reductions and when they happened, the GSUSA board needs to stay at 30 members to keep the geographic and other diversity categories over 50 states and 112 councils.

Q: Will a reduction in board members along with the BDC becoming a committee of the board overload a board of 20 members to cover all committees?

This question was not answered in the rationale. The commonsense answer is yes, dividing up board committee duties with 10 fewer board members will overtax the smaller group.

Q: What are the fundraising requirements for the board and won’t a reduction in board size mean we are narrowing access to potential sources of funds?

Yes. GSUSA states that board members not only give annual gifts but are also expected to leverage corporate gifts. If the board is reduced by one-third, then the giving/leveraging would be reduced by one-third.

Q: What are the geographic diversity requirements for the National Board and how will you continue to ensure geographic diversity if this proposal passes?

This proposal will reduce the representation of all six required geographic areas from 5 members each to 3.3 members per area.

Q: With a smaller board, how will you continue to ensure diversity of thoughts?

"Trust us" is the answer. The actual answer is, there will be 10 fewer people in the room during board meetings and 10 fewer diversities of thought. Additionally, if Proposal 2 passes, the committee that looks for future board members and diversity of thought will be a committee of the board, appointed by the board Chair.

Q: How will the National Board ensure that a smaller board is representative of the Movement and/or includes candidates that were recommended by councils?

The answer once again is "trust us". Unfortunately, there is a trust issue between members and the national organization.

Q: How does this proposal address cost savings?

No specifics provided. That would have been helpful to know if there was a significant budget savings. Without specifics, it can be assumed it is nominal in a $90M annual budget with a board that only meets three times per year.

Q: What is the size of other large national organizations boards?

This is a repeat of a previous question. The answer is the same. Girl Scouts cannot be compared to other national organizations due to the uniqueness of the democratic process dictated in the governing documents and the commitment to the members (owners). It would be logical to deduce that 30 members would be the minimum to meet the requirement of serving the six geographic areas adequately.


Proposal 2. Establish the National Board Development Committee as a committee of the National Board.

Save Our Movement urges a NO vote on Proposal 2 because it will severely limit the National Council powers.

This change to the Girl Scout Constitution would reduce the power of the National Council delegates because they would no longer vote for the National Board Development Committee members. The Board Development Committee’s primary task is recruiting future board members, as a separate entity of the board and its leadership. This separation of power has a long history of ensuring boards are not inadvertently or purposefully narrowing their scope to a like-minded group. If this proposal was passed, the Development Committee would become a standing committee of the board, comprised of only board members, selected by the President and ratified by the board. There would no longer be community members and that would diminish the reach of finding a diverse pool of candidates. Currently the Development Committee is elected by the National Council delegates and operates in complete separation of the board, and it should stay that way.

GSUSA has argued that the National Council delegates will still be the body who elects the board members and its officers, therefore still has ultimate authority to keep the board from being close-minded. Based on prior experience, the delegates are usually quick to approve the predetermined slate because they have very little information about the candidates and adoption is an all-or-nothing proposition.

The GSUSA rationale for this proposal sites no overwhelming research that shows this is a best practice in governance. With the limited rationale about how this committee structure will better serve our unique membership organization, and the serious reduction of National Council delegate power, Save Our Movement recommends that the National Council not support this proposal.


Please read the following Questions and Answers to help decide your vote

Q: What is the role of the National Board Development Committee?

This is the same answer as the last 20 years. The NBDC serves the role of the Nomination Committee but also ensures the development of the board over time. This has always been a valuable role in developing the board of any nonprofit organization.

Q: What is the difference between the NBDC as it currently exists and making it a standing committee of the board?

The difference is the National Council loses the power to elect this committee. It is true that the National Council retains the power to elect the GSUSA Board, however the National Council LOSES the power to elect the NBDC. This committee will now be selected by the board chair and ratified by a majority vote of the GSUSA board. The board chair can determine the size of the committee which could be as few as two or three members as opposed to a committee of seven today. Furthermore, if passed, Proposal 1 would create a situation where the Executive Committee could become half of the board, 10 of the 20 members. Four of those members are selected by the board chair. The board will look less like a democracy. This is too much power to surrender to such a small group of individuals in such a large organization. For a detailed summary of proposal 2 implications read this post by Gerry Floyd.

Q: What prompted the National Board to propose this change?

The explanation is that GSUSA has sensitive issues such as lawsuits that require excusing non-board members from those discussions and that is a waste of these people’s time. Is this not a scheduling issue? Why not place all the sensitive issues at a time before the NBDC members arrive?

Q: Did the National Board consider the impact that removing non-board members from the committee would have on the capacity of the National Board to source a broad range of candidates for board membership?

GSUSA says this will have no impact on future reach for new board members, in fact the committee will have greater impact. False. There will be fewer members, all compacted within the board instead of the broader reach a NBDC would have with non-board members.

Q: Is there a mechanism for securing stakeholder input?

It is unknown how much stakeholder input is used by the committee today. Lack of trust is the real issue. When trust is an issue, stakeholders will question if their input is welcomed or utilized.

Q: Isn’t it a conflict of interest for a member of the NBDC to be eligible for an officer position?

GSUSA says board members recuse themselves in any conflict of interest. Governing documents are created to outline rules so that the organization doesn’t have to “trust” that the leadership will do the right thing when questionable decisions could be made. This provision should have been part of the change.

Q: How many Girl Scout councils use this framework?

It doesn’t matter. What does matter is whether this model is right for our unique membership organization that covets its democratic process. This measure would restrict the power of the National Council and does not strengthen the democratic process. Proposals 1 and 2 together give the GSUSA board, especially the President (Chair) and the Executive Committee significantly more power than they have today.

Q: Will this result in a narrower selection of candidates?

It could. If the National Council passes this proposal, they confer a significant amount of trust in the GSUSA board not to abuse its power. Given the recent history of mistrust between members and GSUSA leadership, granting this power without repairing trust issues first is mistimed. This is evidenced by the recent questions added by GSUSA to the Frequently Asked Questions handout. For example, here is a list of those questions:

  • Does taking non-board members off the NBDC mean there is no independent body reviewing the board/the board evaluates itself/no checks and balances?
  • Don’t non-board members increase accountability?
  • Doesn’t this mean you are losing an outside perspective/independent voice?
  • Will this make the National Board more insular?
  • Does this cut off the voice of non-board members?

These questions convey a sense of mistrust that cannot be ignored.

Q: How are standing committees of the GSUSA board formed? Those same rules would apply to the NBDC if Proposal 2 passes.

According to the Blue Book of Basic Documents, the bylaws state:

“Except where otherwise provided in the Constitution and Bylaws, the chairs of standing committees of the National Board shall be recommended by the President from members of the National Board, and approved by a majority of all the National Board members in office when the action is taken, for a term beginning at the time of the approval of the appointment and ending at the close of the next regular session of the National Council.”

“Members of standing committees established by the National Board shall be National Board members recommended by the President, in consultation with the chair of the respective committee, and approved by a majority of all the National Board members in office when the action is taken, for a term beginning at the time of the approval of the appointment and ending at the close of the next regular session of the National Council.”

This proposal transfers the voting power from the National Council to the President of the board and the GSUSA board. The National Council should vote NO on Proposal 2 and retain the power to elect the NBDC as an independent committee.


Proposal 3. Amend the Credentials section of the Blue Book related to lifetime membership dues.

Save Our Movement urges a YES vote on Proposal 3, however only with amendments.

It is understood that members need a reasonable amount in dues to encourage Lifetime Membership. Therefore, having a multiplier may no longer make sense in setting that amount. However, the National Council needs to preserve the language currently in the Blue Book and seriously consider an amendment to the discount extension.


Please read the following Questions and Answers to help decide your vote

Q: What is the proposal to change lifetime membership dues?

Currently, lifetime membership dues are calculated as a multiplier of annual membership dues: a onetime payment of 25 times annual dues. For girls who are Ambassadors at the time of their high school graduation, the multiplier is reduced to 13 times annual dues, thus offering a discount for these graduating seniors. Under the proposal, the multiplier would be eliminated. Instead, lifetime membership dues would be a one‐time flat rate of $400, and the discount rate would be a one‐time flat rate of $200. Hidden in this change is the elimination of the multiplier OR the mention of the dues fixed amount in the Membership Requirements section of the Credentials. This is the case because GSUSA believes only the National Council can change that section. Therefore, GSUSA believes the National Board can set the Lifetime Membership Dues by themselves going forward.

In addition, the discount would be expanded from a “graduating senior” discount to a “young alum” discount: instead of just graduating seniors, it would be available to anyone under 30 who was a Girl Scout prior to the age of 18. However, without the urgency of the one-time-only short window to receive the discount, these members tend to find other interests and only reengage with Girl Scouts upon having a daughter of their own who is ready to join the program (typically their early to mid-30’s), and that is too late for the discount.