2014 Annual Meeting Delegate Packet

GIRL SCOUTS OF SAN GORGONIO COUNCIL

ng & Adult Reco i t e e M gniti l a u n ons n A

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W I N N E R ’ S

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2014 DELEGATE PACKET

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Girls Scouts of San Gorgonio Council June 8, 2013 Annual Meeting Bear Creek Golf Club, Murrieta, CA

Meeting Minutes The Annual Meeting of Girl Scouts of San Gorgonio Council was held on June 8, 2013 with Dawn Meade-Duffy, Board Chairwoman, presiding.

The meeting was called to order at 10:22 A.M. at the Bear Creek Golf Club, Murrieta, CA. A quorum was established.

Officers Present:

Members-At-Large Present:

Dawn Meade-Duffy Andy Avery Debbie Gradias

Cynthia Paulo Kit Mac Nee Michele Branconier Richard Aquino

Region Chairs Present:

Number of Voting Members Present: 51

Julie Jordan – Central Rena Skelskey – Central West Paula McGaugh – Southwest Beth Newton – Low Desert Karen Early – High Desert

Opening Ceremony: Girl Scout Troops 1624, 1673, and 248, coordinated by Heather Gourlay, led the Opening Ceremony with the Flag Salute and followed with the reciting of the Girl Scout Promise.

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Invocation: The Annual Meeting’s invocation was given by Reverend Jose Massingill from New Hope Baptist Church of San Bernardino, CA. Introductions: Chairwoman Dawn Meade-Duffy introduced all the present members of the Board of Directors and Region Chairs. Parliamentarian Jacqueline Marazzi, expert in rules, order, and proper procedures for the conduct of business meetings of deliberative assemblies, was introduced. (Attachment A: Parliamentary Procedures) Credentials Committee Report: Andy Avery, Second-Vice Chairman, presented the Credentials Committee Report. Members of the Council included: 5 officers of the board, 8 board members at large, 5 region chairs, and 84 delegates elected by region. Members of the Council in attendance at the 2013 Annual Meeting included: 3 officers of the board, 4 board members at large, 5 region chairs, and 39 delegates elected by region. A total of 51 voting members were in attendance and a quorum was reached.

Approval of 2013 Revised Annual Meeting Agenda Dawn Meade-Duffy, Board Chairwoman, presented a revised agenda. Changes to the original agenda include names of those presenting and replacing the CEO Report with the CEO Presentation. The motion was moved (Kit Mac Nee) and seconded (Carolyn Chrisco).

(Attachment B: 2013 Annual Meeting Revised Agenda) Motion: To accept the revised agenda as presented.

Approved Appointment of 2013 Annual Meeting Minutes Committee: The Board Chairwoman, Dawn Meade-Duffy, appointed the 2013 Annual Meeting Minutes Committee as follows: Joni Smith, Kit Mac Nee, Charlene Engeron, Shawna Hawk, Betty Hao, and Susan Wade.

Presentation of 2013 Standing Rules:

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Debbie Gradias, Secretary, presented the Standing Rules for the 2013 Annual Meeting. The motion was moved (Cynthia Paulo) and seconded (Barbara Mathews). (Attachment C: Standing Rules) Motion: To accept the 2013 Standing Rules as presented.

Approved Approval of the 2012 Annual Meeting Minutes: The Board Chairwoman, Dawn Meade-Duffy, presented the 2012 Annual Meeting Minutes as submitted by the Committee. There were no corrections to be made. The motion was moved (Michele Branconier) and seconded (Kathy Wheeler).

Motion: To accept the 2012 Annual Meeting Minutes as presented.

Approved Treasurer’s Report: Nancy Perdue, Chief Financial Officer & Vice President of Operations, presented the Treasurer’s Report for the fiscal year 2012. Detailed audited financial statements are available in the Finance Department at the Redlands Office and it will be available on the Girls Scouts of San Gorgonio Council’s website.

Resolutions: The Board Chairwoman, Dawn Meade-Duffy, presented the series of resolutions as printed in the mailing and provided at the Annual Meeting.

1. Signature of Authorization for Bank Accounts was moved (Barbara Pepper) and seconded (Karen Early). (Attachment D) Motion: To accept Resolution #1: Signature of Authorization for Bank Accounts.

Approved 2. Appointment of Officers was moved (Sharlyn Pendergrass) and seconded (Beth Newton). (Attachment E) Motion: To accept Resolution #2: Appointment of Officers.

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Approved 3. Confirmation of Agent for Service of Process was moved (Gail Seekins) and seconded (Cynthia Paulo). (Attachment F) Motion: To accept Resolution #3: Confirmation of Agent for Service of Process.

Approved Presentation of the Slate & Election for Board of Directors & Board Development Committee: The Board Chairwoman, Dawn Meade-Duffy, proposed to accept a card vote on the slate of election for the San Gorgonio Council Board of Directors & Board Development Committee.

The motion was moved (Karen Early) and seconded (Carolyn Chrisco).

Motion: To accept to vote by card on the slate for the Board of Directors & Board Development Committee.

Approved Richard Aquino, Board Development Committee Chairman, presented the 2013 slate for the San Gorgonio Council Board of Directors & Board Development Committee.

Officers: Board Chairwoman – Debbie Gradias First Vice Chairman – Richard Aquino Second Vice Chairman – Andy Avery Treasurer – Cynthia Paulo Secretary – Kit Mac Nee

Members-At-Large: Beth Bockenhauer Beth Sari

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Charolette LeBlanc, OD Eileen Gomez Hardy Brown Irene N. Rodriguez Mary Perry Raul Garcia Sandra L. Mayo, Ed. D.

Board Development Committee: Board Development Committee Chairwoman – Irene N. Rodriguez Dawn Meade-Duffy Hardy Brown Michael Smith

Received and Accepted Resignations: Treasurer – Kelly Allen Member-At-Large – Michael Smith Member-At-Large – Michelle Skiljan Board Development Committee Member – Kerri Clark Board Development Committee Chairman – Richard Aquino

The Board Chairwoman, Dawn Meade-Duffy, asked for a second motion to Board Development Committee Chairman, Richard Aquino’s first motion and then card vote from the delegates to approve the slate as presented. The motion was seconded (Kathy Wheeler).

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Motion: To accept the slate as presented.

Approved Presentation of the Slate & Election for the Regional Chairs: The Board Chairwoman, Dawn Meade-Duffy, proposed to accept a card vote on the slate of election for the San Gorgonio Council Regional Chairs. The motion was moved (Barbara Mathews) and seconded (Carolyn Chrisco).

Motion: To accept the vote by card on the slate for the Regional Chairs.

Approved Richard Aquino, Board Development Committee Chairman, presented the 2013 slate for the San Gorgonio Council Regional Chairs.

Central Region – Julie Jordan Central West Region – Betty Hao High Desert Region – Michael Hoskins Low Desert Region – Thalia Owings Southwest Region – Anita Dvorsky

The Board Chairwoman, Dawn Meade-Duffy, asked for a card vote from the delegates of the Central Region to approve the candidate on the Central Region slate.

Motion: To approve the slate as presented.

Approved The Board Chairwoman, Dawn Meade-Duffy, asked for a card vote from the delegates of the Central West Region to approve the candidate on the Central West Region slate.

Motion: To approve the slate as presented.

Approved

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The Board Chairwoman, Dawn Meade-Duffy, asked for a card vote from the delegates of the High Desert Region to approve the candidate on the High Desert Region slate.

Motion: To approve the slate as presented.

Approved The Board Chairwoman, Dawn Meade-Duffy, asked for a card vote from the delegates of the Low Desert Region to approve the candidate on the Low Desert Region slate.

Motion: To approve the slate as presented.

Approved The Board Chairwoman, Dawn Meade-Duffy, asked for a card vote from the delegates of the Southwest Region to approve the candidate on the Southwest Region slate.

Motion: To approve the slate as presented.

Approved State of the Council: The State of the Council was presented by Board Chairwoman Dawn Meade-Duffy.

I stand before you today to deliver my final State of the Council message as your Board Chair.

During the past six years, I have been blessed with the support of my colleagues on the Board of Directors, the Council management and staff, and the fantastic volunteers of Girl Scouts of San Gorgonio. Together we have enjoyed great success and weathered some fierce storms. During challenging moments, my focus has always been on our girls and on the critical importance of our mission to help them grow strong. If we continue, as in the past, to keep our girls front and center in our decision making, Girl Scouts of San Gorgonio will continue to be a vital force for positive change for girls in the Inland Empire.

Traditionally, the State of the Council message focuses on the last fiscal year, which for GSSGC ended September 30, 2012. While today I will not buck tradition, I am also going to include mention of some of the Council’s significant accomplishments that we have had in the past eight months since the last year’s close. From our phenomenal cookie sales to a dynamic strategic learning process that has developed goals to drive GSSGC for the next three years, to the implementation of our new streamlined volunteer structure, recent advances are too significant for us to wait until next year to report them to you.

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2012 was a building year with a Capital “B” for our Council: building a strong, efficiently structured volunteer base; building the right Council management team and staff to move forward with both Girl Scouts of the USA and with local Council initiatives; building a membership that more closely mirrors the ethnic composition of our Council territory; building financial strength and stability to ensure a bright future for our Council; and, most importantly, building girls of courage, confidence and character who make the world a better place.

As a result of prudent financial management, for the second year in a row, GSSGC did not need to draw on its line of credit in advance of cookie sale revenue, and today maintains an operating reserve that exceeds the minimum standards suggested by GSUSA. It is important that the composition of our Board of Directors needs to reflect the population that we serve, and the Board Development Committee made great strides in this area to accomplish this goal. The 2012 Board slate contained exceptionally well-qualified nominees that possessed the skill sets that were needed on the Board while also representing the ethnic composition of the population we serve. Our current slate goes even further toward building a high-powered Board whose membership mirrors our constituents. As a result of all the hard work of the Board Development Committee, we now have a Board that is properly constituted to make decisions in the best interests of the Council and the girls that we serve.

I am proud to report that most of the Board’s goals from the 2010 strategic planning process were achieved in the last year, due in part to the hard work of the Council staff gap teams that identified the tasks needing to be performed to achieve the Board’s goals. That work formed a bridge to the intensive Strategic Learning process that continues today—a process that will result in a clear work plan that is targeted to define the focus areas--that will move GSSGC forward to best serve the girls of the Inland Empire.

In 2012, adoption of the Girl Scout Pathways concept, offering six different ways for girls to participate in Girl Scouting, moved forward and, while it had a rocky start, is being well received by our membership and the community. The Series Pathway came into full flower in 2012, with our membership and community development managers reaching out to local schools and other agencies to conduct 6-week programs on specific topics. Several hundred girls were registered as Girl Scouts and experienced Girl Scouting for the first time through Series. This year, even more hundreds of girls have participated in Series and we are now fine-tuning the path to include our girls in troops that want to participate in that pathway.

During 2012, our number of troops continued to grow, but I am sorry to report that the need

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for more leaders has reached a critical state. As with many Girl Scouts councils nationwide, GSSGC still has hundreds of girls on waiting lists to get into troops. We are exploring many different ways to recruit, train and retain adult Girl Scout troop leaders, so that we can accommodate every girl that wants to join a troop.

An aggressive rollout of the Leadership Journeys program took place last year. Our Programming Department incorporated journeys into BLT, Basic Leadership Training, and leaders were encouraged to adopt the journey activities in their troop meetings. Over 300 new troops began using Leadership Journeys, with an end result of many more girls are being given the benefits of the Girl Scout Keys to Leadership: Discover, Connect, and Take Action.

As anyone who has visited our shops can attest to, our merchandise and staff are number one. Product Sales and Retail have again produced results that most councils in the nation could only dream about. Fall Sale broke all previous records with a 35% increase in revenue, and our Retail Shops sold twice the amount of merchandise per member as the national average. Now let’s talk Cookies!!!!! Although it hardly seemed possible, 2012 marked yet another record-breaking cookie season. The per-girl sales average of 294 boxes per girl was first in the nation for ABC Bakers and the 2,115,251 boxes sold exceeded all previous results.

Some of the fabulous incentives earned by the girls in 2012 were: 700 girls participating in Cali Girl, 225 girls earning $400 cookie dough cards, and 160 girls earning their trip to Catalina.

In a remarkable achievement, four girls sold over 4,000 boxes each and earned an allexpense paid trip with their guardians to Rock the Mall in Washington D.C. during summer 2012. But those fabulous results pale in comparison and were just the beginning as the girls of GSSGC truly outdid themselves with the just-ended 2013 sale. Our world-beating 2013 sale placed GSSGC first in the nation with an astounding 315-box per girl sales result. Just imagine, for 2013, 1,200 girls qualified for Cali Girl—an increase of 42% and 500 girls over the record-breaking of 2012. Sales revenue for 2012 increased by 8% over 2011 and for 2013 the sales revenue increased by another 14%. Learn and earn was the result for the Cookie Program at GSSGC—the best and biggest entrepreneurial program for girls in history.

GSSGC offers vibrant Camp, Travel and Events pathways. The one pathway that GSSGC is working hard to begin full implementation on is the Virtual Pathway, where interactive programming is delivered to any girl who wants to participate. Virtual Girl Scouting is still in the developmental phase at GSUSA and our Council expects to initiate the pathway in the next couple of years.

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In 2012, GSSGC recruited an Outdoor Program Manager and her impact was felt almost immediately in the number and quality of camp programs offered at both Camp Azalea Trails and Camp Wi-Wo-Ca. Camp AT successfully offered resident camp adventures to 445 girls, including 67 girls from local foster care programs. Girls experienced dozens of traditional and modern camp activities, such as arts and crafts, cooking, rock climbing, zip lines, campfire activities, drama, music, astronomy, and horseback riding. Thirty-four girls obtained financial assistance, as a result of $10,000 donated in campership sponsorships.

Council sponsored a one-week day camp at Camp Wi-Wo-Ca, which filled up quickly and received rave reviews. Area and troop-led day camps were conducted throughout the summer, and Camp Wi-Wo-Ca was fully utilized for the first time in many years.

Our rangers, under the guidance of our new Director of Facilities, completed several major projects to upgrade our Council’s properties. The process to revitalize Camp Tautona has begun, with a major clean-up and repair of the main lodge, rebuilding of the bathroom facilities, and major renovation of one of the outbuildings to accommodate an onsite ranger, who now resides on the premises. At Camp Wi-Wo-Ca, the staff trailer was completely gutted and reconfigured and now houses another ranger who lives full-time onsite. Following a fire, with direction from our rangers and help from the Blythe community, GSSGC completely renovated the Blythe Scout House and made it a source of pride for the residents and a place where girls want to go for troop meetings and activities. The Council purchased the Southwest Region Service Center in Murrieta and in the low desert, following extensive negotiations; we successfully completed a long-term lease of an 11,000 square-foot facility.

Our Low Desert Service Center serves our girls, has a fantastic retail space and conference room resources, along with storage space and work areas for our Facilities Department.

As you are aware, the Girl Scouts’ 100th Anniversary fell in the last fiscal year. Dozens of events took place in our regions and Council-wide to celebrate this major milestone. Every region staged their own Girl Scout birthday party, from camporees to Wild West parties to anniversary dinners. Council prepared a special exhibit featuring the history of Girl Scouting in San Gorgonio for the Metropolitan Museum in Riverside, which included a reception and a special event held on Juliette Gordon Low’s birthday.

But our BIGGEST anniversary celebration occurred on January 14, 2012 and was centered around the Believe in Girls Expo, held once again at the Palm Springs Convention Center.

With 4,700 girls and adults in attendance, and 106 exhibitors offering exciting activities and fascinating things to see, BIG Expo 2012 was a resounding success. Even our CEO

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succumbed to a new experience when she and I together did the zip line, marking our teamwork for GSSGC. And of course, the entertainment was first rate with fabulous performances by stars from the Disney Channel and Nickelodeon. Designing our activities in the same format as our Events Pathway, the B.I.G. Expo featured learn-by-doing activities for the girls, while also focusing on milestones from the history of Girl Scouting. In addition to the iconic Cookie Rally, girls earned Milestone patches for Outdoor Cooking, Emergency Communications, Girl Scouts on Foreign Soil, Disaster Relief, Painting Your Future, and Sports. BIG is an event you don’t want to miss, so mark your calendars for the Believe in Girls Expo 2014, which will be held on January 11, 2014. We will again be at the wonderful Palm Springs Convention Center, and the theme will be The Future of Girl Scouting.

I am thrilled to report that your Board of Directors has adopted a strategic vision of reaching out and delivering Girl Scout programs to girls who may have never considered Girl Scouting in the past--Latinas, African Americans, and economically disadvantaged girls. We are one of the few Girl Scout councils in the nation with a primary focus of reaching out to minority and high poverty girls. This past year witnessed staff realignment in the Membership Department, designed to more effectively support the recruitment of underserved girls. A feature of that realignment was the key placement of bilingual staff members in most of our service centers and in our Redlands offices. Another significant Membership initiative involved restructuring the volunteers in an effort to bring back a sense of community to our regions. We listened to our volunteers, heard what they said about wanting more of a voice in how the regions are run, and worked in partnership with the volunteers to tailor a volunteer structure that can bring about the desired change. Today, that new structure is up and running and the initial response from our volunteers has been tremendously positive.

As my six-year tenure as your Board Chair comes to a close, I want to share a few personal thoughts about Girl Scouting and our Council. We have reached a time of stabilization at GSSGC, but we have had to navigate some very rough seas to get to this point. I again want to acknowledge and thank my colleagues on the Board of Directors, our long-time volunteers, and the veteran Council staff members that have made this journey with me, as I couldn’t have done it without them. These are the people who had the inner strength, integrity and personal tenacity to keep GSSGC from collapsing in the face of diversity. Only a few short years ago we came perilously close to losing our charter and our Council. Today, we are stronger than ever before in our history, but we still have work to do to serve our girls.

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When I arrived in the Inland Empire, I wanted to engage with the local Girl Scout council and find a way to volunteer. Not being a Girl Scout parent, I found it difficult to find volunteer opportunities. How many “lost Girl Scouts” like me are out there today, like I was less than a decade ago? At a time when the need for Girl Scout leaders has never been greater, we need to reengage recent high school and college graduates in the Girl Scout movement. GSSGC has begun a concerted effort to identify and reach out to Girl Scout alumnae in our community. It is vital that we continue to expand this work, and recruit many more adult Girl Scouts to help teach, train and lead our girls. It is with the need in mind that I have agreed to serve as the head of the alumnae association. We will be working hard to ensure that our girls don’t become “lost Girl Scouts,” as I was, and to connect with our other sisters in Girl Scouting to support our girls.

GSSGC’s future holds limitless possibilities for growth in service to the girls of the Inland Empire and beyond. Our storied past supports our driving force to pave the way for all of our girls to participate and grow in the Girl Scout Movement. If the past year is any indication of success, I see a bright future for GSSGC. Thank you for allowing me to serve you and the girls of GSSGC for the past six years. I am proud of the work we have done and can't wait to see what the future holds for our girls, as they draw on the experiences and life lessons they received from Girl Scouts of San Gorgonio.

Chief Executive Officer Presentation: Upon the closing of the Annual Meeting which marks the conclusion of Board Chairwoman, Dawn Meade-Duffy’s tenure, Chief Executive Officer, Cynthia H. Breunig presents Dawn Meade-Duffy with the official Girl Scout pin, the golden gavel, which represents service as our Board Chairwoman, which will now be a part of Dawn Meade-Duffy’s official uniform.

Adjournment Sine Die: Board Chairwoman, Dawn Meade-Duffy adjourns the Annual Meeting of the Girl Scouts of San Gorgonio Council at 11:15AM Meeting Adjourned: 11:15 A.M.

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2013 Annual Meeting Minutes: Attachment A PARLIAMENTARY PROCEDURES 1.

IT ASSURES FAIR PLAY. EACH MEMBER HAS A TURN TO SPEAK AND TO VOTE.

2.

IT PROVIDES FOR FREE AND FRANK DISCUSSION THROUGH MEANINGFUL DEBATE, BOTH PRO AND CON.

3.

IT PERMITS FULL AND COMPLETE REVIEW OF BUSINESS. ONLY A 2/3 VOTE CAN CUT OFF DEBATE.

4.

IT ELIMINATES CONFUSION AND FRUSTRATION, UNTANGLING SNAGS AND SNARLS THROUGH AN ORDERLY PROCEDURE (THE GORDIAN KNOT).

5.

ITS DELIBERATIONS ARE OPEN AND ABOVE BOARD THROUGH AN OPEN DISCUSSION BEFORE ALL MEMBERS PRESENT.

6.

IT SPARES PERSONAL FEELINGS. REMARKS ARE ADDRESSED TO THE CHAIR AND THUS ARE KEPT IMPERSONAL.

7.

IT PRESERVES UNIFORMITY BY USING THE SAME SYSTEM FOR EACH MEETING.

8.

IT ACTS AS A HELP, NOT A HINDRANCE. IT IS MEANT TO FACILITATE, NOT OBSTRUCT, BUSINESS.

9.

IT REGULATES BUSINESS SINCE IT IS NOT SUBJECT TO THE CAPRICE OF THE CHAIR OR THE CAPRICIOUSNESS OF THE MEMBERS.

10.

IT EXPEDITES BUSINESS. DISCUSSION IS KEPT GERMANE TO THE TOPIC AND TIMEWASTING IRRELEVANCIES ARE ELIMINATED.

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2013 Annual Meeting Minutes: Attachment B

REVISED AGENDA Call to Order……………………………………………………………..

Opening Ceremonies

Dawn Meade-Duffy, Board Chair Troops #1624, 1673, & 248

Invocation………………………………………………………………….

Rev. Jose Massingill

Introductions…………………………………………………………….

Dawn Meade-Duffy

Credentials Committee Report……………………………..

Andy Avery, Second Vice Chair Dawn Meade-Duffy

Approval of the 2013 Annual Meeting Agenda…….

Appointment of 2013 Annual Meeting Minutes Committee………………………………………………………………..

Presentation of the Standing Rules………………………

Approval of 2012 Annual Meeting Minutes…………..

Treasurer’s Report…………………………………………………..

Approval of the Proposed Resolutions…………………

Presentation of the Slate and Election…………………

Dawn Meade-Duffy Debbie Gradias, Secretary Dawn Meade-Duffy Kelly Allen, Treasurer Nancy Perdue, Chief Financial Officer Dawn Meade-Duffy Richard Aquino, Board Development Committee Chair

Installation of New Board Members & Board Development Committee Members…………………….

Dawn Meade-Duffy

Presentation of Region Chair Nominees and Election, by Region………………………………………………….

Richard Aquino

Installation of Region Chairs…………………………………..

Dawn Meade Duffy

State of the Council…………………………………………………

Dawn Meade Duffy

CEO Presentation……………………………………………………………….

Cynthia H. Breunig, President & CEO

Adjournment Sine Die……………………………………………..

Dawn Meade-Duffy

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2013 Annual Meeting Minutes: Attachment C STANDING RULES 1. REPRESENTATION. THOSE MEMBERS ELIGIBLE TO DEBATE, MAKE MOTIONS AND VOTE AT THE BUSINESS MEETING ARE: THE DELEGATES ELECTED BY EACH REGION, THE CHAIR OF EACH REGION, OFFICERS AND MEMBERS OF THE BOARD OF DIRECTORS, DELEGATES TO THE NATIONAL COUNCIL AND MEMBERS OF THE COUNCIL BOARD DEVELOPMENT COMMITTEE.

2. CREDENTIALS. DELEGATES LISTED ABOVE MUST USE THEIR VOTING CARDS, ISSUED AT REGISTRATION, IN ORDER TO SPEAK AND VOTE DURING THE BUSINESS MEETING.

3. MOTIONS & RESOLUTIONS. OFFERED BY DELEGATES SHALL BE IN WRITING, SIGNED BY THE MAKER AND THE SECOND, BOTH OF WHOM SHALL BE REGISTERED DELEGATES, AND SHALL BE GIVEN TO THE COUNCIL CHAIRMAN OF THE BOARD/PRESIDENT.

4. DEBATE. NO DELEGATE SHALL SPEAK IN DEBATE MORE THAT ONCE ON THE SAME QUESTION, OR LONGER THAN TWO MINUTES, UNTIL ALL DELEGATES WHO WISH TO SPEAK HAVE DONE SO.

5. USE OF CARDS. DELEGATES SHOULD USE COLORED CARDS IN THE FOLLOWING MANNER:

LIME GREEN: PURPLE:

TO VOTE IN SUPPORT OF A MOTION OR RESOLUTION. TO VOTE AGAINST A MOTION OR RESOLUTION.

6. NOMINATING. NOMINATIONS MAY NOT BE MADE FROM THE FLOOR. (THIS IS EXPLAINED IN ARTICLE 5, SECTION 5 OF THE BYLAWS.)

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7. REPORTS. ALL REPORTS AND MATERIALS FOR THE PERMANENT RECORD OF THE ANNUAL MEETING SHALL BE SENT IN WRITING TO THE COUNCIL (BOARD) SECRETARY WITHIN ONE WEEK FOLLOWING THE ADJOURNMENT OF THE ANNUAL MEETING.

8. RULES OF ORDER. THE PARLIAMENTARY RULES FOLLOWED WILL BE CURRENT EDITION OF ROBERT’S RULES OF ORDER, NEWLY REVISED WHERE APPLICABLE AND NOT INCONSISTENT WITH THE COUNCIL BYLAWS AND STANDING RULES STATED ABOVE. WE REFER YOU TO THE HANDOUT OF THE PARLIMENTARY PROCEDURES YOU RECEIVED AT CHECK IN.

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2013 Annual Meeting Minutes: Attachment D Resolution of the Board of Directors Girl Scouts of San Gorgonio June 8, 2013 Signature Authorizations for Bank Accounts WHEREAS the Board of Directors of Girl Scouts of San Gorgonio (the “Council�) previously approved a policy and procedure regarding authorized signatories for bank accounts maintained in the name of the Council.

NOW, THEREFORE, BE IT RESOLVED, that any one of the individuals holding the offices listed below be, and they hereby are, authorized to sign on behalf of the Girl Scouts of San Gorgonio:

Board Chair First Vice Chair Secretary Treasurer President & CEO Chief Financial Officer

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2013 Annual Meeting Minutes: Attachment E Resolution of the Board of Directors Girl Scouts of San Gorgonio June 8, 2013

Appointment of Officers WHEREAS, The Board of Directors of the Girl Scouts of San Gorgonio shall appoint the President & Chief Executive Officer and the Chief Financial Officer as ex-officio officers of the Board.

NOW, THEREFORE, BE IT RESOLVED, that the President & Chief Executive Officer and the Chief Financial Officer be appointed representatives to the Board of Directors as ex-officio officers without vote.

President & Chief Executive Officer

Cynthia H. Breunig

Chief Financial Officer

Nancy Perdue

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2013 Annual Meeting Minutes: Attachment F Resolution of the Board of Directors Girl Scouts of San Gorgonio June 8, 2013 Confirmation of Agent for Service of Process WHEREAS, pursuant to California law, it is required that the Corporation designate an agent for service of process in the state of California; and NOW, THEREFORE, BE IT RESOLVED, that Cynthia Hayes Breunig, a resident of California whose business address is 1751 Plum Lane, Redlands, California, 92374, shall be, and is hereby confirmed as, the Corporation’s agent for service of process in California, as required

by Section 6210 of the California Corporations Code.

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The 2013 Annual Meeting Minutes have been Approved and respectfully submitted by the 2013 Annual Meeting Minutes Committee.

Charlene Engeron

Kit Mac Nee

Betty Hao

Joni Smith

Shawna Hawk

Susan Wade

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BYLAWS OF THE GIRL SCOUTS OF SAN GORGONIO APPROVED ON MAY 8,2010

ARTICLE I – NAME The name of the Council shall be Girl Scouts of San Gorgonio Council, hereinafter referred to as “the Council,” a not-for-profit corporation organized under the laws of the state of California.

ARTICLE II – PURPOSE The purpose of the Council shall be as defined in the Articles of Incorporation and to make available to girls under its jurisdiction the program, practices, and standards of Girl Scouting as offered by the Girl Scouts of the United States of America.

Article III – Members Section 1.

Eligibility Individuals age 14 years of age and over who are members of the Girl Scout Movement and who are currently registered through the Council are eligible to be members of the Council.

Section 2.

Composition Members of the Council shall consist of: i. elected members of the board of directors, if not otherwise members of the Council; ii. members of the Board Development Committee, if not otherwise members of the Council; iii. delegates-at-large appointed by the board of directors; iv. delegates elected by regions as defined by the board of directors; i. and v. region chairs elected by regions as defined by the board of directors Section 3.

A. B.

Election Procedure. Each region shall elect delegates and alternates in accordance with policies and procedures established by the board of directors.

Number. i. The number of delegates and alternates to which each region is entitled shall be based on the number of members, as set forth in Section 2 of Article XI, in the region as of September 30 of each calendar year, according to a formula established and administered by the board of directors. ii. Each region shall be entitled to at least five (5) delegates.

1

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C.

iii. The board of directors shall appoint up to 10 delegates-at-large to ensure that the diversity of the Council is adequately represented.

Term and Vacancies. i. Delegates shall serve for a term of two (2) years or until their successors are elected and assume office. ii. Delegates-at-large shall serve for a term of two (2) years or until their successors are appointed and assume office. iii. Terms of office shall begin at the close of the annual meeting.

Article IV – Officers

Section 1.

Elected Officers The elected officers of the Council shall be the Chair of the Board; First Vice Chair; Second Vice Chair; Secretary; and Treasurer.

Section 2.

A. B. C.

D. E.

Section 3.

A. B.

C.

Section 4.

A.

B.

Term of Office The officers shall be elected in accordance with Article VI of these bylaws for a term of two (2) years or until their successors are elected and assume office.

Terms of office shall begin at the close of the annual meeting.

No individual shall serve more than two consecutive terms in any one or combination of offices, except that an individual shall be eligible to serve two consecutive terms in the office of Chair of the Board regardless of the number of consecutive terms that individual shall have served in any office or offices other than Chair of the Board.

No individual shall hold more than one office at a time.

An officer who shall have served a half term or more in office shall be considered to have served a full term in the office.

Vacancy in Office In the event of a vacancy in the office of Chair of the Board, the vacancy shall be filled by the First Vice Chair of the Board for the remainder of the term.

In the event of a vacancy in both the Chair of the Board and the First Vice Chair, the Second Vice Chair shall fill the position of Chair of the Board for the remainder of the unexpired term.

A vacancy among the officers other than the Chair shall be filled by the Board of Directors for the remainder of the unexpired term.

Ex Officio Officers The Chief Executive Officer (CEO) shall be appointed by the board of directors of the Council to serve at its pleasure and shall serve as an ex officio officer of the Council without vote.

The Chief Financial Officer (CFO) shall be appointed by the CEO to serve at her/his pleasure and shall serve as an ex officio officer of the Council without vote.

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Section 5.

Duties of Officers The officers shall perform the duties prescribed in this Article and such other duties as are prescribed by action of the members of the Council, the board of directors, the Executive Committee, the Chair of the Board, and the adopted parliamentary authority.

A. The Chair of the Board shall: i. be the principal officer of the Council; ii. preside at all meetings of the Council, the board of directors, and the Executive Committee; iii. lead the board of directors in setting direction and overseeing the management and affairs of the Council; iv. report to the Council and the board of directors as to the conduct and management of the affairs of the Council; and v. serve as an ex officio member of all committees except the Board Development Committee.

B. The First Vice Chair of the Board shall: i. assist the Chair of the Board as assigned; ii. preside at meetings of the Council, the board of directors, or the Executive Committee in the absence or inability of the Chair of the Board, or when delegated the responsibility of presiding; and iii. in the event of the vacancy in the office of Chair of the Board, succeed to the office for the remainder of the unexpired term.

C. The Second Vice Chair of the Board shall: i. assist the Chair of the Board as assigned; ii. in the event of the vacancy in both the offices of Chair of the Board and First Vice Chair of the Board, succeed to the office of Chair of the Board for the remainder of the unexpired term.

D. The Secretary shall: i. ensure that proper notice is given for all meetings of the Council, the board of directors, and the executive committee; ii. ensure that minutes of all meetings of the Council, the board of directors, and the Executive Committee are kept; and iii. have responsibility for the seal of the Council and ensure its safekeeping.

E. The Treasurer shall: i. provide effective stewardship and oversight of the Council’s finances; ii. execute directives of the board of directors.

Article V – Board Development Committee Section 1.

Membership.

The Board Development Committee shall be composed of 5 members, at least 2 of whom shall be members of the board of directors and at least 3 of whom shall not be members of the board of directors, and the CEO of the Council who shall serve as an ex officio nonvoting member.

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Section 2.

A.

B. C. D. E.

Section 3.

A. B. C. D.

E. F. G.

Election, Term, and Vacancies The committee members shall be elected by ballot in accordance with Article VI of these bylaws for a term of two (2) years or until their successors are elected and assume office. If there is only a single candidate for office, the election may be held by acclamation.

Terms of office shall begin at the close of the annual meeting.

No individual shall serve more than two (2) consecutive terms as a member of the committee.

An individual who shall have served a half term or more in office shall be considered to have served a full term in the office.

In the event of a vacancy in any position other than committee chair, the vacancy shall be filled by the board of directors for the remainder of the term.

Election, Term, and Vacancy of Committee Chair At its first meeting following the election, the committee shall elect from amongst its eligible members an individual to serve as chair of the committee.

An individual shall have served on the Board Development Committee for at least one year in order to be eligible for election to the position of chair.

The term of office for chair shall be two (2) years.

No individual shall serve more than one term as chair of the committee regardless of how many years or terms the individual may be a member of the Board Development Committee.

In the event of a vacancy in the office of chair, the committee shall elect a new chair from its eligible members to serve the remainder of the term.

An individual who shall have served a half term or more in the office shall be considered to have served a full term in the office.

If not already a member of the Council board of directors, the chair shall serve as an ex officio member of the Council board of directors, with all the rights and responsibilities of other board members.

Section 4.

Responsibilities.

The responsibilities of the Board Development Committee shall be: A. to solicit and recruit candidates for elected positions in the Council.

B. to provide to the membership a single slate for all positions for election, including officers, directors, and Board Development Committee members.

C. to provide to the membership in accordance with the time frame established by Girl Scouts of the United States of America a single slate of delegates and alternates to the National Council Session of Girl Scouts of the United States of America.

D. to develop in conjunction with the board of directors: i. board orientation and education materials; ii. board development materials; iii. methods for identifying needed skills and talents for the Council board of directors and committees; iv. methods for succession planning; and v. board annual self assessment materials.

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E.

to conduct board orientation and board development training sessions as needed and/or as directed by the board of directors.

Section 5.

Nominations from the Floor.

Nominations for any of the elected positions may be made from the floor at the annual meeting provided: i. the individual to be nominated has consented in writing to serve if elected; ii. the nomination has been submitted to the chair of the Board Development Committee, or her/his designee, at least seventy-two (72) hours before the convening of the annual meeting; iii. the prospective nominee meets the qualifications for the office for which she/he is being nominated.

Section 6.

Quorum.

The quorum for meetings of the Board Development Committee shall be a majority of the members present in person or linked by telecommunication or by means such that all members participating in the meeting are able to hear one another and participate in the proceedings.

Article VI – Election Procedures Section 1.

Procedure.

Election of officers, directors-at-large, Board Development Committee members, and National Council delegates shall occur by one of the methods listed below. Only one (1) method may be used for an election; there shall not be a combination of voting methods during an election.

Section 2.

Method of Voting.

The method of voting to be used during a particular election cycle shall be determined by the board of directors. The methods which may be used are: A. at the annual meeting by members present in person or linked by telecommunication or by means such that all members participating in the meeting are able to hear one another and participate in the proceedings; or B. by mail ballot in accordance with the procedure established by the board of directors i.

If this method is utilized, members shall be notified that election will be held by mail ballot at least 30 days prior to the annual meeting at which election results will be announced. ii.

A majority of ballots cast by mail shall elect, provided that at least the number of members required for a quorum at the annual meeting shall have cast a ballot.

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Article VII – Meetings Section 1.

A.

B.

C.

D.

Annual Meeting.

Scheduling. The Council shall conduct an annual meeting of the Council membership once each fiscal year at a date, time, and place determined by the board of directors.

Notice. Notice of the time, place, and purpose of the meeting, together with a description of the general nature of the matters to be voted on and the slate and biological sketch of nominees for all offices or positions to be filled pursuant to these bylaws, shall be handed personally, mailed or electronically transmitted to each voting member of the Council not more than 90 and not less than 30 calendar days before the meeting.

Business. At the annual meeting, the Council shall: i. elect officers, directors-at-large, members of the Board Development Committee, and in appropriate years, delegates and alternates to the National Council of the Girl Scouts of the United States of America. If the election has been held by mail ballot, the results of the election shall be announced at the annual meeting; ii. consider any proposed amendments to the Council bylaws; iii. provide input on key issues affecting the Council and the Movement and iv. consider any other business appropriate to come before the Council in accordance with the process established by the board of directors.

Quorum. The quorum for the annual meeting shall be 25 percent (25%) of the members of the Council present in person or linked by telecommunication or by means such that all members participating in the meeting are able to hear one another and participate in the proceedings, provided that all of the Council’s regions are represented by at least one (1) delegate.

E.

Voting. i.

Each member of the Council shall be entitled to one (1) vote. ii.

No member shall vote in more than one capacity. iii.

Unless otherwise designated by statute, the Articles of Incorporation of the Council, or these bylaws, all matters shall be determined by a majority vote. iv.

Proxy and/or absentee voting shall not be allowed.

Section 2.

A.

Special Meetings.

Scheduling. A special meeting of the Council membership may be called by the Chair of the Board and shall be called by the Chair of the Board upon the written request of a majority of the members of the board of directors then in office or by 25 percent (25%) of the voting members of the Council, provided that at least a majority of the regions are represented. The purpose of the meeting shall be stated in the written request.

Notice. Notice of time, place, and purpose of the meeting shall be handed personally, mailed or electronically transmitted to the voting Council member.

Notice must be given not less than ten (10) calendar days before the meeting.

B.

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C.

D.

Quorum. The quorum for a special meeting shall be 25 percent (25%) members of the Council present in person or linked by telecommunication or by means such that all members participating in the meeting are able to hear one another and participate in the proceedings, provided that all of the Council’s regions are represented by at least one (1) delegate.

Voting. Voting shall be in accordance with Article VII, Section 1.E. of these bylaws.

Article VIII – Board of Directors Section 1.

Composition.

The board of directors shall consist of the elected and ex officio officers of the Council and 12 directors-at-large. The chair of the Board Development Committee, if not otherwise elected to the board of directors, shall serve as a member of the board of directors.

Section 2.

A.

B. C. D. E.

Term of Office.

The directors-at-large shall be elected by ballot in accordance with Article VI of these bylaws for a term of two (2) years or until their successors are elected and assume office.

Terms of office shall begin at the close of the annual meeting.

The term of office of one-half (1/2) of the directors-at-large shall expire at each annual meeting of the Council.

No individual shall serve more than three (3) consecutive terms as a director-atlarge.

A member who shall have served a half term or more in office shall be considered to have served a full term in office.

Section 3.

Vacancies.

A vacancy occurring in a position of director-at-large shall be filled by the board of directors for the remainder of the unexpired term.

Section 4.

A.

B.

Power, Authority, and Accountability.

Power and Authority. The board of directors shall have full power and authority over the affairs of the Council between meetings of the Council, except as otherwise provided in these bylaws or by statute.

Accountability. The board of directors is accountable to: 1. the Council membership for managing the affairs of the Council including development of a decision-influencing system allowing for members of the Movement, including girl members, have a voice on key issues affecting the Council and the Movement; 2. the board of directors of Girl Scouts of the United States of America for compliance with the charter requirements; 7

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3.

4.

Section 5.

A. B

C.

D.

Section 6.

A.

B.

C.

D.

Section 7.

A.

the state of incorporation for adherence to state corporation law; the federal government in matters relating to legislation affecting not-forprofit, non-stock corporations.

Regular Meetings.

Scheduling. The board of directors shall hold at least five (5) regular meetings a year at such time and place as the board may determine.

Notice. Notice of the date, time, and place of each board meeting shall be given personally, mailed or electronically transmitted to each member of the board of directors at least seven (7) days prior to the meeting.

Quorum. A majority of the board members then in office present in person or linked by telecommunication or by means such that all members participating in the meeting are able to hear one another and participate in the proceedings shall constitute a quorum for the transaction of business.

Voting. i.

Each member of the board shall be entitled to one (1) vote. ii.

No member shall vote in more than one capacity. iii.

Unless otherwise designated by statute, the Articles of Incorporation of the Council, or these bylaws, all matters shall be determined by a majority vote. iv.

Proxy and/or absentee voting shall not be allowed.

Special Meetings.

Scheduling. Special meetings may be called by the Chair of the Board and shall be called by the Chair of the Board upon the written request of at least five (5) board members.

Notice. Notice of the date, time, place, and specific purpose of the meeting shall be given personally, mailed or electronically transmitted to each member of the board at least seven (7) days prior to the meeting.

Quorum. A majority of the board members then in office, present in person or linked by telecommunication or by means such that all members participating in the meeting are able to hear one another and participate in the proceedings shall constitute a quorum for the transaction of business.

Voting. i.

Each member of the board shall be entitled to one (1) vote. ii.

No member shall vote in more than one capacity. iii.

Unless otherwise designated by statute, the Articles of Incorporation of the Council, or these bylaws, all matters shall be determined by a majority vote. iv.

Proxy and/or absentee voting shall not be allowed.

Removal.

Any board member, including officers, who is absent from three (3) consecutive board meetings in their entirety without good cause acceptable to the Chair of the Board or designee, shall be removed from the board by a majority vote of the board members present and voting at any regular meeting of the board.

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B.

Any board member, including officers, may be removed with or without cause by a three-fourths vote of the total number of the Council board of directors currently in office.

Article IX – Executive Committee

Section 1.

Composition.

The Executive Committee shall consist of the elected officers of the Council and three (3) directors-at-large. The Chief Executive Officer shall serve as an ex officio member with voice but without vote. The Chief Financial Officer shall serve as an ex officio member with voice but without vote. The directors-at-large shall be appointed by the Chair of the Board from the members of the board of directors.

Section 2.

A.

B.

Section 3.

A.

B.

Duties.

Authority between Board Meetings. The Executive Committee shall exercise the authority of the Council board of directors between the meetings of the board, except that the Executive Committee shall not: i. adopt the budget; ii. amend the bylaws; iii. take action which is contrary to, or a substantial departure from, the direction established by the board or which represents a major change in the affairs, business, or policy of the Council.

Reports. The Executive Committee shall submit to the board of directors at each board meeting a report of all actions taken since the last board meeting.

Meetings.

Scheduling. The Executive Committee shall meet as needed at the call of the Chair or upon written request of at least three (3) members of the Executive Committee.

Notice. Notice of the date, time, and place of each meeting shall be provided 24 hours in advance of the meeting.

Section 4.

Quorum.

A majority of the Executive Committee members then in office present in person or linked by telecommunication or by means such that all members participating in the meeting are able to hear one another and participate in the proceedings shall constitute a quorum for the transaction of business.

Article X – Committees Section 1.

Establishment The board of directors may establish standing and special committees and/or task groups, and/or ad hoc committees as needed, which shall operate under the general supervision of the board of directors.

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Section 2.

A. B.

B. C. D.

Appointment The chair of any committee, task group, or ad hoc committees shall be appointed by the Chair of the Board, subject to the approval of the board of directors.

Members of any committee, task group, or ad hoc committee shall be appointed by the Chair of the Board in consultation with the chair of the respective committee or task group.

At least two (2) members of any committee or task group shall be members of the board of directors, one of whom shall serve as chair of the committee.

Appointments to committees and task groups shall be for one (1) year unless a different term is specified by the board of directors at the time of appointment.

Vacancies in any committee or task group shall be filled by the Chair of the Board in accordance with Section 2.A. or 2.B. of this Article.

Section 3.

Quorum The quorum for meetings of any committee or task group shall be a majority of the committee members then in office present in person or linked by telecommunication or by means such that all members participating in the meeting are able to hear one another and participate in the proceedings.

Section 4.

Board of Delegated Power No committee shall have powers that conflict with California Code Section 5212.

Article XI - Regions Section 1.

Geographic Subdivisions.

The board of directors shall establish geographic subdivisions within the Council jurisdiction.

Section 2.

Members There shall be within each geographic subdivision a region. Each member of the Girl Scout Movement 14 years of age or older, registered through the Council and residing or working in the geographic subdivision shall be a member of a region.

Employed staff members may not be voting members of the region or be eligible for any elected position within the Council.

Section 3.

Responsibility of the Region.

It shall be the responsibility of each region to: A. B. C. D.

Elect delegates and alternate delegates; present the views of the members of the region to the delegates, and receive delegates’ reports.

Distribute information on the proposed plans, policies, and other matters referred to the region by the board of directors.

Make recommendations to the board of directors for potential candidates for the position of Region Chair Participate in the strategic planning process as delegated by the board of directors.

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E.

Submit proposals to the board of directors for improving the quality of Girl Scouting.

Section 4.

Special Meetings of the Region.

Special meetings shall be called by the region chair, or at the request of the board of directors, or upon written request submitted to the board of directors of at least ten percent (10%) of members of the region. No business shall be transacted except that for which the meeting has been called.

Notice of the time, place, and purpose if the meeting shall be handed personally, mailed or electronically transmitted to each member of the region not less than ten (10) calendar days before the meeting.

Section 5.

Quorum.

The majority of the region’s elected and appointed delegates or ten percent (10%) of the members of the region shall be present for the transaction of business.

Section 6.

A. B. C. D.

Term, Election, Removal and Vacancies of Region Chair.

There shall be a chair for each region who shall be nominated by the Board of Directors and elected by the region’s delegates at the annual meeting.

The region chair shall be elected for a term of two (2) years and shall be eligible to serve a maximum of three terms.

Any region chair may be removed with or without cause by a three-fourths vote of the total number of the Council board of directors currently in office.

In the event of a vacancy in the position, the Council board of directors shall appoint a chair to fill the unexpired term.

Section 7.

Duties of Region Chair.

The region chair shall be responsible for: A. Guiding the delegates of the region in their responsibilities.

B. Serving as a member of the region advisory team.

C. Regular participation in the Council meeting(s).

D. Convening, as necessary, the delegates elected by the region to inform them about the issues to be considered.

E. Carrying out such other duties as may be delegated by the board of directors; F. Transmitting reviews of the region related to the board actions and/or decisions through the designated vice chair or chair of the board of directors.

Article XII – National Council Delegates Section 1.

Eligibility.

Delegates and alternates to the National Council of the Girl Scouts of the United States of America shall be United States Citizens age 14 years and older. They shall be members of the Girl Scout Movement registered through the Council at the time of election and throughout the term of service.

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Section 2.

Election.

The delegates and alternates to whom the Council is entitled to elect to the National Council of the Girl Scouts of the United States of America shall be elected in accordance with Article VI of these bylaws in accordance with the time frame established by the Girl Scouts of the United State of America and shall serve a term of three (3) years or until their successors are elected and assume office.

Section 3.

Vacancies.

The board of directors or executive committee shall fill delegate vacancies from among the elected alternates. If there are not adequate alternates to fill the delegate positions, the vacancies may be filled from amongst the eligible members of the Council.

Article XIII – Finance Section 1.

Fiscal Year.

The fiscal year of the Council shall be October 1 through September 30.

Section 2.

Contributions.

Any contributions, bequests, devises, and gifts for the purpose of Girl Scouting within the Council shall be accepted or collected only as authorized by the board of directors.

Section 3.

Depositories.

All funds of the Council shall be deposited to the credit of the Council under such conditions and in such financial institutions as shall be designated by the board of directors.

Section 4.

Approved Signatures.

Approvals for signatory authority in the name of the Council and access to funds and securities of the Council shall be authorized by the board of directors.

Section 5.

Bonding.

All persons having access to or responsibility for the handling of monies and securities of the Council shall be bonded in the amount authorized by the board of directors.

Section 6.

Budget.

The board of directors shall approve the annual operational and capital budgets. No expenses shall be incurred in the name of the Council in excess of the budgeted amounts without prior approval of the board of directors.

Section 7.

Property.

Title to all property shall be held in the name of the Council.

Section 8.

Audits.

An independent certified public accountant shall be retained by the board of directors to perform an annual audit of the financial statements of the Council. A report of the audit shall be submitted to the board of directors and to the Girl Scouts of the United States of America.

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Section 9.

Financial Reports.

A summary report of the financial condition of the Council shall be presented to the membership at the annual meeting.

Section 10. Investments.

The funds of the Council shall be invested in accordance with the policy established by the board of directors or by a committee appointed by the board of directors for such purpose.

Article XIV – Indemnification The Council shall indemnify directors and officers against losses actually and reasonably incurred in connection with the defense of any action, suit, or proceeding relating to the performance of their duties to the extent permitted by law.

Article XV – Parliamentary Authority The current edition of Robert’s Rules of Order Newly Revised shall be the parliamentary authority of the Council.

Article XVI – Non-Liability of Member A member of the Council is not personally liable, solely because of membership, for the debts, obligations, or liabilities of the Council.

Article XVII – Recordkeeping The Council must keep adequate and correct records of account and minutes of the proceedings of its members, board of directors, and committees of the board of directors. The Council must also keep a record of its members giving their names and addresses. The minutes will be kept in written form. Other books and records will be kept either in written form or in any other form capable of being converted into written form.

Article XVIII – Annual Report The board of directors will cause an annual report to be sent to the members not later than 120 days after the close of the Council’s fiscal year. The report must contain all the information required by Corporations Code Section 6321(a) and be accompanied by any report of independent accountants. If there is no report of independent accountants, the certificate of an authorized officer of the Council that the statements were prepared without audit from the books and records of the Council. The annual report must be furnished to all directors.

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Article XIX – Amendments These bylaws may be amended by a two-thirds votes of those present (in person or linked by telecommunication or by means such that all members participating in the meeting are able to hear one another and participate in the proceedings) and voting at a meeting of the Council, or present and voting at any meeting of the board of directors, provided that the proposed amendments shall have been included with the notice of the meeting.

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