Governance

Key Council Board Functions and Roles

Strategic:

• Mission, strategy driven
• Strategic thinking
• Partners with CEO in strategy development
• Aligns goals, priorities
• Core capability (looking internally)
• Positioning (looking externally)
• Shapes board recruitment with Board Development Committee
• Defines success
• Future focus
• Resource/fund development
• Works in partnership with CEO
       − Assess CEO against goals and strategic priorities

Policy Development/Oversight:

• Stewardship of assets
• Legal/ethical integrity
• Interests of organization above personal interests
• Links strategy with financial support
• Ensures infrastructure and internal organizational capacity

Knowledge/Generative:

• Reflective learning
• Robust dialogue, debate
• Culture of mutual respect
• Uses relevant information to make quality decisions
• Questions assumptions

Culture of Trust:

• Promotes trust and transparency with donors, constituents, members
• Provides opportunities for members to give voice
• Seeks input before major policy decisions are made

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Governance Glossary

ad hoc committees- Formed to carry out a specific charge and dissolved as soon as the charge is complete.

articles of incorporation- The chief self-governing rules of a corporation. Known in some states as a certificate of incorporation.

board development committee- Elected by the corporate membership body of a council, the board development committee is accountable to the elected constituency for bringing a single slate of candidates for election at the annual meeting.

bylaws- Rules and regulations made by a corporation to manage its affairs. They define the rights and obligations of its members, directors, and officers in the corporation and among themselves. Bylaws must be consistent with the articles of incorporation.

core capability- Determining what an organization does best.

corporate membership- A Girl Scout council becomes a membership corporation when it is incorporated in the state. The membership of the corporation usually consists of delegates and other voting members, as designated by the board of directors.

council board of directors- Elected by the corporate membership body of a council, the council board of directors is accountable to the membership for governance of the council and the stewardship of resources.

decision-influencing- A process by which the opinions and feelings of a variety of groups is sought before decisions are made.

decision-making- The process of the board of directors and the CEO gathering all of the pertinent information and facts before a final decision is made.

delegate (council)- One member, one vote is the principle by which all registered Girl Scout members 14 years of age or older are entitled to a vote and are voting members of the council (corporation). Delegates are elected by volunteer support structures; thus, delegates are elected to represent a specific constituency’s views and opinions and are voting members of the council (corporation).

democratic process- Various means through which the membership can influence decisions and have access to those making decisions.

governance (policy development/oversight)- A system of established processes used by a board of directors to provide oversight of the organization and its mission. It includes establishing policy, setting strategic direction, and allocating resources to fund organizational priorities.

management- The provision of leadership, management philosophy, and continuity to the planning, organization, and supervision of all operational work within the framework of the organization’s strategic priorities. This leadership includes oversight of the volunteer and staffing resources required to carry out organizational work.

oversight- Examining what is, and what has happened to ensure conformity with some existing, predetermined targets or principles.

policy- An established course of action that must be followed. The board of directors is the only body in a Girl Scout council that can formulate and adopt policy.

positioning- Determining market position by looking externally at factors operating in the environment.

resource development- Ensuring that adequate resources exist to fund organizational needs and priorities.

strategic learning model- A dynamic process of strategy development and implementation that focuses on continual learning, insight, adjustment and renewal. Columbia University’s Willie Pietersen developed this cyclical model as a practical alternative to traditional linear notions of strategic planning.

strategic leadership- The capacity to lead and position the future of the organization.

strategic thinking- Ongoing process of determining future organizational direction based on clearly defined outcomes.

strategy- The development of scarce resources to achieve a certain purpose. Strategy defines how scarce resources are used in the best possible way to achieve the greatest impact.

strategy development- The process by which the organization decides what it will do and how it will focus its resources.

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