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Governance and Strategic Planning Resources HIGHLIGHTS OF COUNCIL GOVERNANCE.......1-6 COUNCIL GOVERNANCE (BOARD RESOLUTIONS AND BEST PRACTICES)...7-13 MINUTES OF THE EXECUTIVE BOARD MEETING... 14 COUNCIL ELECTION PROCEDURES........15-17 LOCAL COUNCIL BUSINESS PRACTICES ASSESSMENT...18 GOVERNANCE AND OPERATIONS FINDINGS FROM BPA S.........19 BPA MOST COMMON FINDINGS (DETAILED REPORT)...... 20-22 SIX MAJOR TASKS FOR VOLUNTEER SUCCESS.....23 REFLECTIONS ON BOARD MEMBERSHIP 24 10 RESPONSIBILITIES OF THE EXECUTIVE BOARD......25 COUNCIL GOVERNANCE COMMITTEE. 26 GOVERNANCE COMMITTEE CHAIR POSITION DESCRIPTION.27 EXECUTIVE BOARD MEMBER POSITION DESCRIPTION.... 28 BOARD SELF- EVALUATION QUESTIONNAIRE.... 29-33 EXECUTIVE BOARD SURVEY......34-35 CONFLICT OF INTEREST POLICY FOR EXECUTIVE BOARD MEMBERS. 36-37 CONFLICT OF INTEREST DISCLOSURE STATEMENT..38 BSA STRATEGY MAP.... 39-41 2016 GAME PLAN...42-43 BSA STRATEGY TEAM CONTACT INFO....44

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COUNCIL ELECTION PROCEDURES Purpose To elect council members-at-large, associate and honorary members of the local council, regular members of the Executive Board, and local council representatives to the National Council. Those eligible to vote 1. Registered chartered organization representatives currently officially representing chartered organizations within the council's geographical boundaries. 2. Registered, duly elected council members-at-large. Time of elections The date, time, and place of the annual business meeting of the local council is specified by the Executive Board of the corporation as prescribed by the council's bylaws. Process 1. At least 90 days prior to the date set for the annual business meeting of the local council the president shall appoint a nominating committee, subject to board approval, of not fewer than three active council members with the majority not being officers. Consideration may be given to adding the immediate past council president even if they are an officer, and the inclusion of one or two persons of the highest community stature who are not active members of the local council. 2. The members of the nominating committee will be identified to members of the council between 60 and 45 days prior to the annual council business meeting so that names may be given to them for consideration. 3. Suggested nominees from registered members of the local council are to be considered if they are received in writing no less than 30 days prior to the annual business meeting. Those who offer names to the nominating committee should supply some background information, but should not have secured the permission of the person to be nominated or whether they will serve if elected. 4. The nominating committee will meet with the Scout executive, serving as the secretary and having no vote, for the purpose of selecting a slate of nominees for election. 5. Nominations received in writing within the allowable time from members of the local council not on the nominating committee are given serious consideration. Each such nomination should be acknowledged with a brief letter of thanks and the assurance that the candidate will be considered. 6. To provide a fair and orderly nominating process, nominations will not be accepted from the floor at the time of election. This procedure also permits sufficient time to consider in advance all aspects of a nominee's suitability to serve. 7. The nominating committee will select a slate consisting of a single candidate for each council officer position and no more than the legally allowable number of persons for each of the 15

following categories: council members-at-large, associate and honorary members, Executive Board members, advisory council members, local council representatives to the National Council; however, the committee may elect not to completely fill the associate and honorary member categories, as well as the advisory council. The nominating committee will then ensure that sufficient copies of the ballot are printed and that one is provided to each official voting member present at the local council annual business meeting. The order of listing on the ballot is as follows: Chartered organization representatives and members-at-large voting Council members-at-large Associate and honorary members Executive Board members Advisory council members Local council representatives to the National Council As prescribed in the Bylaws, the following are elected by the Executive Board at its first meeting following the council annual meeting Council officers (except Scout executive) District chairmen to serve on the Executive Board 8. Following the elections it is important to notify those elected, to congratulate each, and to register those not already registered as active members of the Boy Scouts of America. Details and Contingencies 1. Newly elected persons take office immediately following the meeting where they are elected. 2. Should any portion of the nominating committee's report be rejected, another slate must be presented at a subsequent meeting. The new slate may or may not reflect different candidates and is once again based upon the nominating committee s recommendations. Whenever a slate is rejected, a meeting to consider the new slate must be held no more than 60 days after the annual business meeting. During that period the nominating committee should review any write-in nominations and comments from the meeting where the slate was rejected and to address the concerns leading to the rejection of the original slate. Formal notice of the rescheduled meeting, stating the purpose, etc., should be sent to eligible voters. The nominating committee should, at the rescheduled meeting, be called upon by the president to proceed with that portion (or portions) of the election that was not completed. 3. In the event that a resolution is still not obtained, the process described in "2" above will be followed once more. Failing resolution the second time, the president may (a) elect to entertain a motion to follow the process in "2" above once again, or (b) dismiss the present nominating committee and appoint a new one which will meet and draw up a slate to be presented according to the guidelines above. 16

4. Because regular members of the Executive Board and others take office immediately following the local council annual business meeting (local council Bylaws, Article III, Section 2, Clause 1 and Article IV, Section 3) they assume office as soon as the local council annual business meeting is adjourned. 5. Voting should be done by ballot. The nominating committee s slate, having been printed and distributed to eligible voters at the meeting, may be used as an official ballot should there be the need. The chair of the nominating committee may "move the acceptance of the category under consideration and instruct the secretary to cast a unanimous ballot for the proposed nominees." If this motion is carried, there is no need to collect the printed ballots. If the "unanimous ballot" motion is defeated then the president immediately will appoint tellers from among the active, registered members present to collect and tally the ballots. It may be helpful to have eligible voters sign their names so that their eligibility can be checked. 17

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