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6901 Pinecrest Road, Raleigh, NC 27613
1-800-284-4475 or 919-782-3021
Girl Scouts – North Carolina Coastal Pines
Bylaws
COUNCIL JURISDICTION
Beaufort, Bladen, Brunswick, Carteret, Chatham, Columbus, Craven, Cumberland, Duplin, Durham, Edgecombe, Franklin, Granville, Greene, Halifax, Harnett, Hoke, Johnston, Jones, Lee, Lenoir, Martin, Moore, Nash, New Hanover, Northampton, Onslow, Orange, Pamlico, Pender, Person, Pitt, Richmond, Robeson, Sampson, Scotland, Vance, Wake, Warren, Wayne, and Wilson Counties; in North Carolina
MISSION STATEMENT:
“Girl Scouting builds girls of courage, confidence, and character, who make the
world a better place”.
ARTICLE I – THE COUNCIL
1. CORPORATION. The Corporation shall be known as Girl Scouts – North Carolina Coastal Pines, Inc. incorporated under the laws of the State of North Carolina as a non-profit corporation, chartered by Girl Scouts of the United States of America to develop, manage and maintain Girl Scouting in the jurisdiction and is referred to herein as the “Council”.
2. MEMBERSHIP. Only persons who are members of the Girl Scout movement, fourteen (14) years of age and older, registered through the Council with the Girl Scouts of USA are eligible to be members of the Corporation. Members of the Corporation shall consist of:
a. Delegates elected by County Constituencies as defined in Article II
b. Officers and Directors of the Board of Directors
c. Members of the Council Board Development Committee, who are not otherwise members of the Council, all of whom shall be ex officio members of the Council [with voting rights] for as long as they remain members of the Council Board Development Committee.
d. National Council Delegates who are not otherwise members of the Council all of whom shall be ex officio members of the Council [with voting rights] for as long as they remain members of the National Council.
e. Former Chairs of the Board of Directors: Girl Scouts-North Carolina Coastal Pines, Inc.
f. All former Board Chairs and Presidents of the Board of Directors of the Girl Scout Council of Coastal Carolina and the Pines of Carolina Girl Scout Council.
3. ELECTION. Each County Constituency shall be entitled to elect a minimum of one delegate to be known as the geographic delegate. Additional delegates will be elected based on total girl membership. The total number of delegates will be determined by a formula established and administered by the Board of Directors. Alternate delegates whose number shall be equal to the current delegate body shall be elected to serve in absence of the delegates and assume the responsibilities of the delegate when necessary.
4. TERM. Council delegates shall be elected for a term of two (2) years and for no more than three (3) consecutive terms. Term shall begin immediately upon election. Council delegates are only eligible to vote upon completion of annual training.
All Council delegates shall hold office only for the term to which they have been appointed or elected (or until successors are appointed or elected) and only for as long as they reside within the jurisdiction of the Council.
5. VACANCIES. Council Delegate vacancies may be filled by election within the applicable County Constituency to complete the unexpired term at any time, provided that annual training is accomplished prior to voting.
6. RESPONSIBILITIES. Members of the Corporation shall:
a. Elect the Officers of the Council; the members of the Board of Directors; the members of the Council Board Development Committee; and, as necessary, the National Council Delegates and National Council Delegate alternates.
b. determine general lines of direction for Girl Scouting within the jurisdiction of the Council by receiving and responding to reports and information from the Board of Directors.
c. initiate proposals for consideration by the Board of Directors.
d. amend the Articles of Incorporation and Bylaws.
e. take all other action requiring a Membership vote.
f. conduct such other business as may come before the members.
7. ANNUAL MEETINGS. An Annual Meeting of the corporate membership shall be held in first quarter of the calendar year. Notice of the time, place, and purpose of the meeting, together with the slate of nominees for all offices or positions to be filled pursuant to these Bylaws, shall be mailed or electronically transmitted via facsimile or other form of wire or wireless communication to each member of the Council not less than thirty (30) days before the meeting. County Constituency Delegates submitting Council meeting agenda items for consideration must do so in writing to the Board of Directors by the Board meeting prior to the Annual Meeting.
8. SPECIAL MEETINGS. Special meetings of the Council shall be called by the Chair of the Board of Directors upon written request of thirty percent (30%) of the Board of Director or, thirty percent (30%) of the County Constituency Delegates for any purpose within the responsibility of the Council. The purpose of such meetings shall be stated in the written request. No business shall be transacted except that for which the meeting has been called. Notice of time, place, and purpose of the meeting shall be mailed via first class mail not less than 15 days before the meeting to each member of the council.
9. QUORUM. A quorum shall consist of 30% of the members of the Council, provided that two-thirds (2/3) of the counties in the Council jurisdiction are represented by at least one elected delegate, provided, further, that unless one-third (1/3) or more of the votes entitled to be cast in the election of Directors are represented, the only matters that may be voted upon are those described in the meeting notice.
10. VOTING PROCEDURES. Each Corporation Member present in person shall be entitled to one (1) vote. Eligible voting Council Delegates shall be certified by the Secretary of the Council, in writing, prior to each meeting at which a vote is to be taken. Election shall be by written ballot in contested elections. Election of directors shall be determined by plurality of votes cast. All other matters shall be determined by a majority vote of the members present and voting.
ARTICLE II - COUNTY CONSTITUENCIES
1. Geographic Subdivisions . The Board of Directors shall establish within the Council jurisdiction geographic subdivisions, which shall be known as and referred to herein as County Constituencies, to provide membership participation in the business of the Council.
2. MEMBERSHIP. The membership of each County Constituency shall be active registered members of the Girl Scout movement, fourteen (14) years of age or over, registered with the Council and residing within the geographic subdivision.
3. RESPONSIBILITIES OF THE CONSTITUENCY. The members of each County Constituency shall:
a. elect Delegates and a Delegate Convener to the Corporation; the geographic delegate is the Delegate Convener.
b. give input and reaction to proposed plans and policy matters being considered by the Board of Directors.
c. initiate and submit proposals directed toward fostering and improving Girl Scouting within the Council.
d. participate in strategic planning as delegated by the Board of Directors.
e. perform other such duties as may be delegated by the Board of Directors.
4. MEETINGS. Each County Constituency shall meet at least twice a year, within a time cycle determined by the Board of Directors. The first organizing meeting will be convened by the Chair of the Board of Directors or her/his designee.
5. SPECIAL MEETINGS. Special meetings shall be called by the Delegate Convener upon written request of thirty percent (30%) of the registered members of the County Constituency.
6. QUORUM. At least 1 percent (1%) of the members of the County Constituency shall be present in person to constitute a quorum for the transaction of business.
7. NOMINATION AND ELECTION OF DELEGATES AND DELEGATE CONVENER. At the meetings of each County Constituency following the annual Council meeting; Delegates, Delegate Conveners and alternate Delegates shall be elected by majority vote through nominations from the floor. To be elected, an individual must be eligible to be a member in accordance with Article II, Section 2 of these Bylaws.
8. RESPONSIBILITIES OF THE COUNTY CONSTITUENCY COUNCIL DELEGATES. In addition to the responsibilities outlined in Article 1 Section 6, Council Delegates shall:
a. communicate business of the Council to the County Constituency.
b. represent the County Constituency in the governance matters of the Council.
c. represent the outreach membership of the County Constituency.
d. complete the required delegate training before the Annual Meeting.
e. attend meetings specific to the role of Delegate.
9. RESPONSIBILITIES OF THE DELEGATE CONVENER. Delegate Convener shall:
a. perform responsibilities of Council Delegate as defined in Article II Section 8.
b. immediately following the Delegate election, the Delegate Convener shall notify the appropriate Board Vice Chair of the elections by the constituency. The notification shall include name, address, telephone number, email address, fax number, current position of Delegate in Girl Scouting,, and the date of the election.
c. convene, as necessary, the Delegates elected by the constituency to inform them about the issues to be considered at the next Annual Meeting, record and submit minutes of Delegate meetings to the appropriate Vice Chair.
ARTICLE III – BOARD DEVELOPMENT COMMITTEE
1. COMPOSITION. There shall be a seven (7) member Board Development Committee [representing the various geographic regions of the Council], of whom at least two (2), but no more than three (3), shall be elected from among members of the Board of Directors.
2. METHOD OF ELECTION. Members of the Board Development Committee shall be elected by the members of the Council for a term of two (2) years or until their successors are elected, and may be re-elected for one additional two (2) year term. After serving two (2) consecutive terms, a Board Development Committee member shall not be eligible again for Board Development Committee membership until a lapse of two (2) years.
3. TERM AND VACANCIES. Term of office shall begin at the close of the Annual Meeting at which elections are held. Four (4) members shall be elected in even years and three (3) members shall be elected in odd years. The Board of Directors shall, by majority vote, have the power to fill vacancies in the committee until the next Annual Meeting of the Council. A vacancy in the office of Board Development Committee Chair shall be filled by the Chair of the Board of Directors for the remainder of the unexpired term.
4. TERM OF CHAIR. The Chair of the Board Development Committee shall be elected for a term of one (1) year. The Chair of the Board Development Committee, if not already elected to the Board of Directors, shall be an ex officio member of the Board, with vote.
5. QUORUM. A majority of the members of the Committee shall be present in person, or through agreed upon electronic means of communication by which all members of the Committee participating may simultaneously hear each other during the meeting to constitute a quorum for the transaction of business, provided that the number of elected board members does not exceed the number of non-board members.
6. RESPONSIBILITIES. The Committee shall present to the members of the Corporation at the Annual Meeting:
a. a single slate of nominees for Officers.
b. a single slate of nominees for Directors of the Board.
c. a single slate of nominees for members of the Board Development Committee, including a nominee to serve as Board Development Committee Chair.
d. at the Annual Meeting held prior to the regular meeting of the National Council of Girl Scouts of the United States of America, a single slate of nominees for National Council Delegates and a single slate of alternates.
7. ADDITIONAL NOMINATIONS. Nominations for any position to be elected may be made from the floor at the Annual Meeting of the Council provided that the eligibility of any individual so nominated under these Bylaws has been verified by the Board Development Committee and the written consent of the nominee has been submitted to the Board Development Committee at least seven (7) days prior to the election.
8. NONPARTICIPATING BOARD DEVELOPMENT COMMITTEE MEMBERS. Any Board Development Committee member who is absent from three (3) entire Board Development Committee meetings between Annual Meetings may be considered to have resigned and, upon approval by a majority vote of the members present and voting at any regular meeting of the Board Development Committee, shall be notified to this effect.
9. REMOVAL. A Board Development Committee member may be removed, with or without cause, by a vote of a majority of the total membership of the Board Development Committee.
ARTICLE IV - PARTIAL TERMS
A person who has served more than half of a specific term in an office shall be considered to have served for the full term for the purpose of determining eligibility to serve additional terms in that office or in another position.
ARTICLE V - OFFICERS
1. NUMBER AND TITLE. The Officers of the Council shall be the Chair of the Board of Directors; a First, Second, Third and Fourth Vice-Chair; a Secretary; a Treasurer; and a non-elected Chief Executive Officer, who shall serve without privilege of vote. There may also be other officers, including one or more Vice Chairs (the number thereof and their respective titles to be determined by the Board), as specified in these Bylaws or designated by the Board.
2. METHOD OF ELECTION. The Officers shall be elected by the members for a term of two (2) years, or until their successors are elected, and shall serve for no more than three (3) consecutive terms in any one or more of these offices; except that regardless of the number of consecutive terms any person shall have in any one or more of these offices other than that of Chair of the Board of Directors, such person shall be eligible to serve three (3) consecutive terms as Chair of the Board of Directors. The Chief Executive Officer shall be appointed by the Board of Directors and shall hold office at its pleasure and perform other duties as stated in Article IX.
3. TERM AND VACANCIES. Terms for the Chair of the Board of Directors, First Vice-Chair and Second Vice-Chair shall begin in even years; terms for the Third Vice-Chair, Fourth Vice-Chair, Secretary and Treasurer shall begin in odd years. Terms of office shall begin at the close of the Annual Meeting. A vacancy among the Officers, other than the Chair of the Board of Directors and Chief Executive Officer, shall be filled upon recommendation of the Board Development Committee by the Board of Directors until the next Annual Meeting. In the event of a vacancy in the office of the Chair of the Board of Directors, the Vice-Chairs will succeed in order of their rank and serve until the next Annual Meeting.