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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:

• rganize 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 1st, the beginning of the 2010 Girl Scout Year.

SHAWNEE AND NATION’S CAPITAL: One Great New Council

Bylaw Amendments

ARTICLE I-THE COUNCIL

1.

VOTING ELIGIBILITY. All voting members are members of the council during their term or terms. The voting members of the council are:

A.

Delegates selected by each Service Unit, (which, for purposes of these Bylaws, shall include a County in the absence of a Service Unit),

ARTICLE V- BOARD OF DIRECTORS

1.

COMPOSITION.

• 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

• f the Shawnee Board of Directors (the “Shawnee Members”). As
• f 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

1.

FISCAL YEAR.

The Board of Directors shall be authorized to set the fiscal year of the

• Council. Until changed by the Board
• f 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 9th.

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 1st, 2009

One Great New Council One Great New Council Begins Begins…