To: Dan Bragg,
Chairperson, Board of Directors
Girl Scouts of North East Ohio
GSNEO Corporate Office
One Girl Scout Way
Macedonia, OH 44056
We, Delegates of Girl Scouts of North East Ohio (GSNEO) hereby request a Special Meeting of the General Assembly (per GSNEO Code of Regulations, Article II, Section 3B). Business for which the meeting has been called is listed below:
(Note: Per Ohio Revised Code 1702.20 Voting (B) – “…voting at elections and votes on other matters may be conducted by mail or by the use of authorized communications equipment.” We thus hereby request, per Ohio law, that voting on the agenda items below be allowed by voting members of GSNEO’s General Assembly via mail or communications equipment, as well as in-person.)
1. Vote to remove the Officers of the Council of GSNEO, effective immediately:
1) Chairperson of the Board, Dan A. Bragg
2) 1st Vice Chair, Joan P. Villarreal
3) 2nd Vice Chair, Julie Anne Grossi
4) Treasurer, Karen L. Talbott
5) Secretary, Roberta V. Uhrich
2. Vote to remove the Board Members-at-Large, effective immediately:
1) Brent Gardner
2) Theresa S. Beyerle
3) Chris M. Brauning
4) Christopher A. Scala
5) Brenda Heidinger
6) Candace Campbell Jackson
7) Ted R. Larsen
8) Ebony Yeboah-Amankwah
9) Katerina Papas
10) Susan Delaney Rodger
11) Diana L. Snider
12) Christopher M. Weisbrod
3. Vote to approve: Amendment #1 to the GSNEO Code of Regulations (Sale of land or buildings):
No land or building owned by GSNEO may be sold without the approval of a two-thirds (2/3) vote of
the voting members of the General Assembly participating and voting at any properly called meeting
of the General Assembly where a quorum is present and provided that the proposed sale has been
included in the notice of the meeting.
4. Vote to approve: Amendment #2 to the GSNEO Code of Regulations (Closure of property):
No GSNEO property may be closed to use (this means a period of greater than 2 weeks in a row)
without the approval of a two-thirds (2/3) vote of the voting members of the General Assembly
participating and voting at any properly called meeting of the General Assembly where a quorum is
present and provided that the proposed closure has been included in the notice of the meeting.
5. Vote to approve: Amendment #3 to the GSNEO Code of Regulations (Major property revisions):
No major revisions (greater than $500,000.00) to GSNEO property may occur without the approval of
a two-thirds (2/3) vote of the voting members of the General Assembly participating and voting at
any properly called meeting of the General Assembly where a quorum is present and provided that
the proposed major property revisions have been included in the notice of the meeting.
6. Vote to approve: Amendment #4 to the GSNEO Code of Regulations (Anti-Nepotism Policy):
GSNEO will always hire employees based on their experience, skills, and merit. If an employee’s
family member is interested in a position with GSNEO, he/she should apply through standard
channels and will not be given any advantage in hiring. Additionally, a worker at GSNEO may not be
in the chain of command that oversees another family member’s raises, benefits, promotions, or any
other position where the worker may benefit from the relationship.
7. Vote to approve: Amendment #5 to the GSNEO Code of Regulations (number of Girl Directors-at-Large):
Article IV, Section 1B shall me revised to read: “In addition, the Board shall have up to five (5)
Girl Directors-at-Large, fourteen (14) years of age or older, who shall serve without vote and the
Chief Executive Officer, who shall be an ex-officio member without vote.”
Additionally, Article II, Section 2C will be revised to reflect the above change and will read:
“Elect the five (5) potential Girl Directors-at-Large of the Board of Directors.
8. Vote to approve: Amendment #6 to the GSNEO Code of Regulations (Composition of the Board of Directors):
Article IV, Section 1-Composition will have the following added:
“C. One-third (1/3) of the slate of the Board of Directors must have at least five years of Girl
Scout experience as either a girl member and/or an adult volunteer (volunteer activity must
include direct participation with girl members’ activities [e.g., Leader, run programming,
9. Vote to approve: Amendment #7 to the GSNEO Code of Regulations (Accessibility of Membership Delegates):
Article X, Section 8 D: Duties: (” Each Membership Delegate shall:”) will have the following added:
“4. Be accessible to his/her assigned Service Units/Area and to his/her fellow Delegates via e-mail or
phone contact of their choosing. GSNEO Delegate Liaison must provide this contact information
to any requesting assigned Service Unit/Area or fellow Delegate within one (1) business day
of the request.”
10. Vote to approve: Amendment #8 to the GSNEO Code of Regulations (Accessibility of National Delegates):
Article XI National Council Delegates, Section 1 – Eligibility: will have the following added:
“They shall be accessible to members of GSNEO via e-mail or phone contact of their choosing.
GSNEO Delegate Liaison must provide this contact information to any requesting member within
one (1) business day of the request.”
11. Vote to approve: Amendment #9 to the GSNEO Code of Regulations (Announcement of Board of Directors’ Meetings):
Article IV (Board of Directors) will have Section 10 added:
“Section 10 - Announcement of Board of Directors’ Meetings: Regular Meetings and Special
Meetings of the GSNEO Board of Directors will be posted on the GSNEO website no later than
48 hours prior to the meeting occurring. Posting will include the meeting date, time, place, and
agenda (purpose of the meeting).”
12. Vote to Approve: Amendment #10 to the GSNEO Code of Regulations (Board Meeting Minutes):
Article IV (Board of Directors) will have additional section added (numbering section in sequence):
“Section – Board Meeting Minutes: Minutes of all Meetings of the Board of Directors and the
Executive Committee (see duties of Board Secretary, Article V, Section 2D) will be posted on the
GSNEO website for viewing of all members within one (1) calendar week of the meeting.
(Delegate’s signature and date)
(Delegate’s printed name)
Brief Explanations to Delegates of Preceding Special Meeting Agenda Items:
1. & 2.: The GSNEO Board of Directors voted in March 2011 and announced to the General Assembly on April 16, 2011 the planned sale of five (5) Camps (Camp Crowell/Hilaka (Summit County), Great Trail Camp (Carroll County), Camp Lejnar (Lake County), Camp Pleasant Valley (Seneca County), and Camp Sugarbush (Trumbull County)) to fund two premier camps and leadership development centers. At the
Spring General Assembly Meeting, Chairperson Dan Bragg did not allow delegates or other members of GSNEO to voice any statements or opinions on the matter. Since that time, Delegates have learned that the constituents they represent are not in agreement with the sales and have communicated this to GSNEO governance via e-mails, letters, Delegate conference calls, CLT Meetings, etc. There has been no announcement to the Delegates of any change in plans to sell and Delegates feel that the Board is not acting on the wishes or in the best interests of the membership. In order to represent their constituents’ request, which is to not sell any GSNEO Camps at this point in time, Delegates believe they must remove the current Board of Directors.
Note: GSNEO’s Code of Regulations (See Article XII) are “subject to the laws of Ohio…”. Pursuant to
Ohio Revised Code 1702.34 Officers – authority and removal. B2: “Any officer may be removed, with or without cause, by the persons authorized to elect or appoint the officer without prejudice to the contract rights of such officer. The election or appointment of an officer for a given term, or a general provision in the articles, the regulations, or the bylaws with respect to term of office, shall not be deemed to create contract rights”.
Amendments to the GSNEO Code of Regulations: Per the “Frequently Asked Questions: Proposed Revision to the Code of Regulations” on the GSNEO website, it is noted: “A sub-committee for the Council Realignment Committee (CRC) developed the current code of regulations (by-laws) that were reviewed by the CRC’s legal counsel and GSUSA, and approved by the Council membership at the time of the merger. The CRC knew at the time that the document would be a “work in progress” to be used as a guiding framework for the new Council and may be changed in the future.” Delegates think the time is appropriate to propose the following amendments:
3. Amendment #1 (Sale of land or buildings).
4.Amendment #2 (Closure of Property).
5. Amendment #3 (Major property revisions).
(In order to ensure that future visions of the Board match the vision of the membership, sale of land or buildings , closure of property, and major property revisions must be agreed to by 2/3 of the General Assembly.)
6. Amendment #4 (Anti-nepotism policy). Every attempt in an organization should be made to avoid favoritism, the appearance of favoritism, and conflicts of interest in employment decisions. This amendment is proactive to help prevent the appearance of impropriety and conflicts of interest.
7. Amendment #5 (number of Girl Directors-at-Large). Delegates think the current number of two (2) Girl Directors-at-Large in insufficient to properly fulfill The Girl Scout Mission that “Girl Scouting builds girls of courage, confidence, and character, who make the world a better place.”
8. Amendment #6 (Composition of the Board of Directors). In order to adequately represent the membership of GSNEO, members think the Board of Directors’ composition should mandate a minimum of one-third (1/3) of members with significant (>5 years) Girl Scout experience.
9. Amendment #7 (Accessibility of Membership Delegates)
10. Amendment #8 (Accessibility of National Delegates)
(In order for Delegates to properly fulfill their duties as listed on GSNEO’s governance website, they must be accessible to each other and to their constituents. In GSNEO’s own words:
“Membership Delegates are the "Voice of the Members" to the GSNEO Board of Directors and, leadership staff. Delegates are the channel of two-way communication on governance matters, bring the concerns of the membership to the attention of the Board of Directors and leadership staff. Their role is very similar to that of elected representatives in state & federal government.”)
11. Amendment #9 (Announcement of Board of Directors Meetings).
In order to properly be the “channel of two-way communication”, Delegates need to know when the Board of Directors is meeting and for what purpose.
12. Amendment #10 (Board Meeting Minutes).
Not only do Delegates need Board Meeting information to be the “channel of two-way communication”, but members of GSNEO are entitled to know what the Board of Directors, who are under a moral obligation to act in their best interests, have been discussing/planning in their meetings.