SHAWNEE AND NATION’S CAPITAL: One Great New Council
The Story � In 2006, GSUSA hired a team of demographers to draw a new map of council boundaries based on factors like population, travel patterns, and geographic barriers, ultimately reducing the number of councils from 313 to 109. � GSCNC’s new map included Frederick County, MD from Penn Laurel GSC and Clarke, Warren, and Frederick County, Virginia from Shawnee GSC. � Frederick County, MD was successfully transferred in 2007. � Shawnee Council was slated to split 4 ways – with the bulk going to Black Diamond GSC in Charleston, West Virginia.
The Story (continued) � Shawnee did not agree with the map, feeling strongly that their jurisdiction focused “east” toward Washington DC. � At Shawnee’s request, the demographers revisited and ultimately redrew the map – transferring 8 counties to GSCNC – making us the “unexpected merger partner”. � Understanding the demographic realities of Shawnee’s jurisdiction and their interest in “staying together”, GSCNC agreed to consider the full transfer of all 14 counties. � In March, the Board of Directors of both councils unanimously approved the merger. � Our final step is approval by our voting members.
Shawnee Girl Scout Council –Facts � Jurisdiction: 14 Counties � 5 in Virginia Clarke, Warren, Frederick, Shenandoah and Page � 2 in Maryland Washington and Allegany � 7 in West Virginia Morgan, Berkeley, Jefferson Hampshire, Mineral, Grant and Hardy
Shawnee Girl Scout Council - Facts � COUNCIL MEMBERSHIP ( as of 9/30/08) • Girls 5,052 • Adults 1,617 • Troops: 491 � PROPERTIES • Office Headquarters: Martinsburg, WV (owned) • Camp White Rock, Capon Bridge, WV (owned), 140 acres • Recently Donated Property, Frederick County, VA, 500 acres � FINANCIAL INFORMATION – FY’08 AUDIT • Income $1,435,813 • Expense $1,378,648 • Restricted Funds $1,536,118
Some of Shawnee’s Greatest Assets � Many dedicated volunteers and staff � Great programs that connect directly to the community � Commitment to membership outreach � Recent history of membership and income growth � Love of the outdoors and environmental education
Camp White Rock in Capon Bridge, West VA
Newly Donated Property, Gore VA, 500 acres
Girl Scout Office in Martinsburg, West VA
What We Learned at Winter Delegate Forums � We understand the demographic reasons for the merger; � Are eager to share and learn on a girl, adult and council level; � Are filled with positive ideas about how to build connections; � Are ready to: � organize a Sing Along at Camp White Rock � sign up for sister troops and pen pals � plan council-wide programs in or near the new county area � provide home hospitality for troops, and � design a patch that commemorates the merger…. � And many other creative ideas to help us integrate the two councils.
What We Will vote on Today � Four amendments to our bylaws to help facilitate the merger, and � The Merger Agreement
Bylaw Amendments � Bridge the difference in structure � Use of Counties in the absence of Service Units � Increase the minimum numbers of Forum locations � Give Shawnee an immediate voice � Two additional Board positions for two-year transition period � Open the door to a fiscal year change � Future adoption of Shawnee’s fiscal year (also the fiscal year GSUSA recommends to all councils).
Merger Agreement – Key Points � Shawnee will merge into Nation’s Capital � Elect two board members consistent with bylaw change � Keep the 14 county region together – not initiate transfer of any of the counties. � Funds from the Lutz Trust money (1.3 million) whenever they are received, will be used to strengthen Girl Scouting in the 14 county region. � The official beginning of the newly merged council is October 1 st , the beginning of the 2010 Girl Scout Year. �
SHAWNEE AND NATION’S CAPITAL: One Great New Council
Bylaw Amendments
ARTICLE I-THE COUNCIL VOTING ELIGIBILITY. All voting members are 1. members of the council during their term or terms. The voting members of the council are: Delegates selected by each Service Unit, (which, for A. purposes of these Bylaws, shall include a County in the absence of a Service Unit),
ARTICLE V- BOARD OF DIRECTORS COMPOSITION. 1. C. For the period beginning on the effective date of the merger of Girl Scouts of the Shawnee Council, Inc. (“Shawnee”) with and into the Council and ending on the last day of 2011 fiscal year of the Council, the Board of Directors shall, in addition to those directors set forth in Section 1.A and 1.B of this Article, include two Members-at-Large who have, at any time, served as voting members of the Shawnee Board of Directors (the “Shawnee Members”). As of the close of business on the last day of the 2011 fiscal year of the Council, the terms of the Shawnee Members shall end and the Board of Directors of the Council shall consist solely of the directors set forth in Section 1.A and 1.B of this Article.
ARTICLE VIII-POLICY INFLUENCING 4. REGULAR MEETINGS The Board of Directors must call a minimum of one forum per year in at least six geographically diverse locations. The meeting will not occur in conjunction with the annual meeting. The council will provide notices of the time, place, and agenda of the meeting(s) to each Delegate, ensuring appropriate notification at least thirty days before the forum.
ARTICLE X-FINANCE FISCAL YEAR. 1. The Board of Directors shall be authorized to set the fiscal year of the Council. Until changed by the Board of Directors, the fiscal year of the Council is July 1 through June 30.
� Motion: That the current Bylaws of Girl Scout Council of Nation’s Capital be amended as presented with amendments to be effective at the time of the merger with Shawnee Girl Scout Council.
MERGER AGREEMENT
Key Elements � Nation’s Capital is the surviving corporation. � Our Bylaws, our Officers and Board become the Bylaws, Officers and Board of the surviving corporation. � Elect two members from Shawnee’s Board to the 2-year positions that will be added when the merger is final. � Agrees not to initiate transfer of 14 counties that will be joining us. � Designate the principle of the Lutz Trust for “non-operating” projects in the 14-county region. � Merger is contingent on an affirmative member vote by Shawnee Council on May 9 th . � Merger becomes official on October 1, 2009.
� Motion : That the Merger Agreement and the merger with Shawnee Girl Scout Council be approved.
Shawnee and Nation’s Capital October 1 st , 2009 One Great New Council One Great New Council Begins … Begins
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