GIRL SCOUTS OF SOUTHERN ARIZONA COUNCIL BYLAWS

GIRL SCOUTS OF SOUTHERN ARIZONA COUNCIL BYLAWS Contents Article 1. The Corporation... 1 Corporation... 1 Authority.... 1 Girl Scout Movement.... 1 Voting Membership.... 1 Council Delegates.... 1 Annual Meeting.... 1 Special Meetings... 2 Article 2. Board of Directors... 2 Eligibility.... 2 Powers, Responsibilities and Accountabilities.... 2 Composition.... 2 Terms.... 3 Vacancies.... 3 Regular Meetings.... 3 Special Meetings.... 3 Quorum.... 3 Electronic Participation in Meetings.... 3 Article 3. Board Officers... 3 Officers.... 3 Non-Voting Officer.... 3 Election and Term of Office... 3 Responsibilities... 4 Removal.... 4 Partial terms.... 4 Article 4. Chief Executive Officer... 4 Responsibilities.... 4 Article 5. Board Committees... 5 Establishment.... 5 Composition and Appointment.... 5 Standing Committees... 5 Article 6. Executive Committee... 5 Composition.... 5 Responsibilities.... 5 Meetings.... 6 Quorum Required.... 6 Electronic Participation in Meetings.... 6 Article 7. National Council Delegates... 6 Eligibility.... 6 Election.... 6 Term.... 6 Vacancies.... 6 Article 8. Fiscal Responsibility of the Board of Directors... 6 Fiscal Year... 6 Contributions.... 6 Depositories.... 6 Approved Signatures.... 6 Budget authority.... 7 Audits.... 7 Property.... 7 Annual Financial Reports.... 7 Legal Counsel.... 7 Investments... 7 Indemnification.... 7 Article 9. Rules of Order... 7 Article 10. Amendments... 8

Article 1. The Corporation Corporation. The corporation shall be known as Girl Scouts of Southern Arizona Council and referred to herein as the "Council. The Council is a nonprofit corporation formed for the purpose of offering girls residing within its service area an opportunity to participate in the Girl Scout Movement. Authority. The Council is chartered by Girl Scouts of the USA to operate a Girl Scout Council in accordance with the Girl Scout Council Charter Agreement. Girl Scout Movement. Girl Scouts is a non-formal experiential and cooperative education program that promotes girls personal growth and leadership. With caring adults, girls design fun and challenging activities that empower them and raise their voices within a local, national and global sisterhood. The Council is organized to further the development of the Girl Scout Movement in the United States, to establish local responsibility for leadership of the program and to develop, manage and maintain Girl Scouting in accordance with the terms of its Charter. Voting Membership. A) Eligibility. Persons who are members of the Girl Scout Movement, fourteen (14) years of age or over and registered through the Council, are eligible to become voting members of the Council. Voting members of the Council shall consist of: Delegates approved pursuant to Section 1.05 below; and The voting and non-voting members of the Council Board (the Board ). Delegates. A) Requirements. The total number of delegates shall not be less than 75. At least two-thirds (2/3) of the members must be delegates approved by the Council Board. All delegates shall hold membership only for the term to which they have been approved and only for as long as they are registered through the Council. B) Approval of Delegates. Each year, the Council's Chief Executive Officer shall present names of members of the Girl Scout Movement who have agreed to serve as delegates at the regularly-scheduled Board meeting immediately preceding the Council annual meeting. The Board shall vote to approve or disapprove the delegates presented. No nominations for delegate candidates shall be made from the floor of any Board meeting. The approved delegates shall take office immediately following the close of the meeting at which they were approved. C) Responsibilities. The delegates, from a single slate of nominees nominated and presented by the Board, for each of the following shall: 1. Elect the following: Officers of the Council; Directors of the Board; Non-voting Girl Directors of the Board; and Council Delegates to the National Council Session of Girl Scouts of the USA (the "National Council") and persons to fill vacancies among National Council Delegates, should any such vacancies occur. 2. Adopt, and if necessary, amend the Council's Articles of Incorporation and/or Bylaws; 3. Take any other action requiring the vote of Council membership; and 4. Conduct other business that comes before the members. Annual Meeting. An Annual Meeting of the Council shall be held each September or as soon thereafter is practicable. Page 1 of 9

A) Scheduling. The annual meeting shall be held on the date, time and place determined by the Board. B) Notice. Notice of the date, time, place, and meeting agenda, together with the slate of nominees for all officers or positions to be filled pursuant to these bylaws, and any other business shall be communicated to each Council voting member not more than sixty (60) and not less than thirty (30) days before the meeting. Notice will be hand delivered, mailed, or sent by electronic means to each delegate. C) Transaction of Business. Official business of the Council requires participation of twenty-five percent (25%) of Council delegates in the vote. D) Voting Procedures. 1. Each participating delegate shall be entitled to one (1) vote. 2. A plurality of votes cast shall elect the Directors and Officers of the Council. 3. All other matters shall be determined by a majority of delegates unless these bylaws or applicable law require otherwise. 4. At the discretion of Board, voting may be conducted by written ballot by mail or electronic means if a written or electronically transmitted ballot of every active delegate is solicited in accordance with procedures established and adopted by the Board consistent with the applicable requirements set forth in the Arizona Nonprofit Corporation Act, as amended. Special Meetings A) Scheduling. The Board Chair may call special meetings of delegates at his/her discretion. The Board Chair shall call a special meeting of delegates within fourteen (14) days of a written request by two-thirds (2/3) of the Board or twenty-five percent (25%) of the delegates. B) Purpose. The purpose of such special meetings shall be stated in the written request. No business shall be transacted at such special meeting except that for which the meeting has been called. C) Notice. Notice must be given not less than ten (10) days before the meeting, hand delivered, mailed or by electronic means. Article 2. Board of Directors Eligibility. Board Members shall live in the Council service area, pass the Council background check, have no relatives employed by the Council and agree to refrain from participating in any Council transactions from which the member would derive a personal benefit. Powers, Responsibilities and Accountabilities. The Council s corporate business and affairs shall be governed by the Board, except as may be otherwise provided in these Bylaws or Council's Articles of Incorporation. The Board of Directors shall: A) Govern the affairs of the Council; B) Comply with the charter, Bylaws and Articles of Incorporation; C) Fill vacancies on the Board in accordance with Section 2.05 below. D) Conduct all business in accordance with state and federal laws. Composition. Board Members shall be elected by the Council's members and shall consist of: A) Elected Officers. The elected officers of the Council as determined in the Bylaws. B) Directors. The Board shall have the power to determine the number of Directors, but there shall never be fewer than nine (9) nor more than nineteen (19) Directors. C) Girl Directors. The Board may include up to four (4) Girl Directors between the ages of fourteen (14) and eighteen (18) who will serve as non-voting Board members. Page 2 of 9

Terms. A) Directors. Directors will serve three (3) year terms and may serve no more than two (2) consecutive terms. Terms of the office begin immediately following the annual meeting at which the Director was elected. Past Directors are eligible for re-election after an absence of no less than one (1) year. B) Girl Directors. The Girl Directors will serve for a term of one (1) year, or until their successors are elected, and may serve no more than four (4) consecutive terms. C) Directors serving on the Board at the time these Bylaws are amended shall be allowed to serve such terms set forth in the amended Bylaws. Vacancies. Except as provided by Arizona law or these Bylaws, vacancies on the Board shall be filled until the next annual meeting by vote of the majority of the remaining Directors. The meeting must be called for the purpose of filling Board vacancies and a quorum is not required. Regular Meetings. Regular Board meetings shall be held at such time and place as may be determined by the Board. The Board shall meet no less than five (5) times each fiscal year. Notice of time, place and meeting agenda shall be mailed or sent by electronic means to each Board member not less than seven (7) days before the meeting. Special Meetings. The Board Chair may call special meetings. The Board Chair shall call special meetings upon written request by five (5) voting Board members. The request shall state the purpose of the meeting, and no business shall be transacted except for the stated purpose. Quorum. A majority of the Board's voting members shall be present to constitute a quorum for the transaction of business, unless the purpose of the meeting is to fill vacancies as described in the Vacancies section of this Article. Electronic Participation in Meetings. Any Board regular or special meeting may be held by conference telephone, video conference or similar communications so long as all persons participating can hear each other at the same time and have been provided access to documents referenced in the meetings. A director participating in a meeting by any of these means is deemed to be present in person at the meeting. Article 3. Board Officers Officers. The elected officers of the Council shall be the Board Chair; Vice Chair; Secretary; and Treasurer. Non-Voting Officer. The previous Board Chair may serve as a non-voting board member for a term of one (1) year immediately following his/her term as Board Chair. Election and Term of Office A) The Board Chair, the Vice Chair, the Secretary and the Treasurer shall be elected by the Council's delegates for a term of two (2) years each or until successors are elected. B) Officers may serve no more than 2 consecutive terms. Regardless of the number of consecutive terms any Officer serves in any one or combination of these offices other than that of Board Chair, such person shall be eligible for 2 consecutive terms as Board Chair. C) Terms of office begin at the close of the Annual Meeting at which the Officer was elected. Page 3 of 9

D) A vacancy among the officers, other than Board Chair, shall be filled by the Board until the next annual meeting. In the event of a permanent vacancy in the office of Board Chair, the Vice Chair will succeed until the next Annual Meeting. E) Officers serving on the Board at the time these Bylaws are amended shall be allowed to serve such terms set forth in the amended Bylaws. A) The Board Chair shall: B) The Vice Chair shall: C) The Secretary shall: D) The Treasurer shall: Responsibilities 1. Be the chief corporate officer of the Council and shall preside at all Council, Board and Executive Committee meetings. 2. Be responsible for ensuring the Board s decisions and directives are executed. 3. Report to the Board on the conduct and management of Council. 4. Serve as non-voting member of all Board-established committees and task groups. 5. Appoint all committee and task group chairs. 6. Be responsible for an annual performance evaluation of the Chief Executive Officer. 7. Have other duties as may be assigned by the Board or as prescribed elsewhere in the Bylaws. 1. Preside at Council and Board meetings in the temporary absence of the Board Chair. 2. Have other duties as may be assigned by the Board or as prescribed elsewhere in the Bylaws. 1. Ensure that notice(s) are issued for all Council, Board and Executive Committee meetings. 2. Ensure that minutes of such meetings are recorded and maintained. 3. Ensure that all notices and reports are duly given or filed in accordance with these Bylaws or as otherwise required by law. 4. Have other duties as may be assigned by the Board or as prescribed elsewhere in the Bylaws. 1. Serve as the Chair of the Finance Committee. 2. Provide effective stewardship, control and oversight of the Council's finances. 3. Report receipt, use and disbursements of all assets of the Council. 4. Ensure the preparation and filing of all legally required financial returns and reports, including but not limited to, the Council's Form 990 and state charitable solicitation registrations. 5. Have other duties as may be assigned by the Board or as prescribed elsewhere in the Bylaws. Removal. An officer may be removed for any reason by vote of at least two-thirds (2/3) of the total Board. Partial terms. A person who has served a half of a term or more shall be considered to have served the full term for the purpose of determining eligibility to serve additional terms in that office or another position. Article 4. Chief Executive Officer Responsibilities. The Chief Executive officer shall: Page 4 of 9

A) Be an employee of the Council, appointed by the Board and serve at the pleasure of the Board. B) Be a non-voting member of the Board and the Executive Committee. C) Administer the total operation of the Council. D) Have the authority to employ, layoff and terminate all staff in accordance with Council personnel policies. E) Be accountable to the Board and perform such duties as are assigned by the Board, through the Board Chair. Article 5. Board Committees Establishment. The Board may establish subcommittees and task groups as it deems necessary. Composition and Appointment. The Board Chair shall appoint the chair and the members of the subcommittees and task groups. The chair of each subcommittee and task group shall be a voting Board member. The purpose of the subcommittees and task groups, except for standing committees, shall be defined by the chair and communicated to the Board. Standing Committees The standing committees for the Board are the Governance Committee and the Finance Committee. A) Governance Committee. The Governance Committee shall be responsible for ongoing review and recommendations to enhance the quality and future viability of the Board. 1. Duties. Governance Committee duties shall include succession planning, recruiting and preparing future board members, and monitoring board effectiveness. 2. Composition. The Governance Committee shall have no less than 3 members appointed by Board Chair. 3. Quorum. A majority of the members of the committee shall be present to constitute a quorum for the transaction of business. B) Finance Committee. The Finance Committee shall be responsible for monitoring Council s finances. Article 6. Executive Committee 1. Duties. Finance Committee duties shall include providing financial oversight and making recommendations to the Board. 2. Composition. The Finance Committee shall have no less than 3 members appointed by Board Chair. 3. Quorum. A majority of the members of the committee shall be present to constitute a quorum for the transaction of business. Composition. The Executive Committee shall include the Officers of Council, Governance Committee Chair, one (1) Director appointed annually by the Board. The CEO shall serve in a non-voting member. The Board Chair shall be the chair of the Executive Committee. Responsibilities. The Executive Committee shall have, and may exercise, the powers of the Board in the interim between Board meetings, except that the Executive Committee shall not: A) Adopt the budget; B) Amend the bylaws; and Page 5 of 9

C) Take any action which is contrary to, or a substantial departure from the direction established by the Board, or which represents a major change in the business, or Council policy. The Executive Committee shall report to the Board on actions taken. Meetings. Meetings of the Executive Committee shall be called by the Board Chair. Notice of time, place, and meeting agenda shall be given to each member of the Executive Committee not less than two (2) days before the meeting. Quorum Required. A majority of the voting members of the Executive Committee constitutes a quorum. Electronic Participation in Meetings. Any meeting of the Executive Committee may be held by means of conference telephone or similar communications so long as all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence at the meeting. Article 7. National Council Delegates Eligibility. The National Council Delegates and alternates elected to the National Council Session of Girl Scouts of the USA shall meet eligibility standards established by Girl Scouts of the United States of America. They shall be active members of the Girl Scout Movement, ages fourteen (14) or over, at the time of election. Election. The National Council Delegates and alternates shall be elected by the delegates, in accordance with Section 1.05 of these Bylaws, at a meeting within a year of the regular meeting of the National Council. Term. National Council Delegates shall serve for a term of three (3) years from the date of their election or until their successors are elected. Vacancies. The Board shall fill National Council Delegate vacancies from among the elected alternates. If there is not an adequate number of alternates, the vacancies may be filled from eligible members of Council members. Article 8. Fiscal Responsibility of the Board of Directors Fiscal Year. The fiscal year of the Council shall be October 1 to September 30 as established by the Board. Contributions. Any contributions, bequests, and gifts made to the Council shall be accepted according to the guidelines established by the Board. Depositories. All funds of the Council shall be deposited to the credit of the Council, under such conditions and in such banks as shall be designated by the Board. Approved Signatures. Approvals for signatures necessary on contracts, checks, and orders for the payment, receipt or deposit of money, and access to securities of the Council shall be provided by resolution of the Board. Page 6 of 9

Budget authority. The annual budget of estimated income and expenditures shall be approved by the Board. No expense shall be incurred in excess of the total budgetary appropriations without prior approval of the Board. Audits. A certified public accountant shall be retained by the Board to make an annual examination of the financial accounts of the corporation. A report of all examinations shall be submitted to the Board and to Girl Scouts of the United States of America. Property. Title to all property (with the exception of troop equipment) shall be held in the name of the Council or either of its support organizations, Girl Scouts of Southern Arizona Properties, Inc., or Girl Scouts of Southern Arizona Foundation, as determined and approved by the Council's Board upon the advice of legal counsel. Annual Financial Reports. A summary report of the Council s financial operations shall be made at least annually to the Council's membership, and to the public, in such form as the Board shall provide. Legal Counsel. Independent legal counsel shall be retained by the Board to advise the Council on legal matters. Investments. The Board shall monitor investments and assets of the Council. Indemnification. Indemnification shall be provided by resolution of the Board, in accordance with and to the fullest extent available under applicable law. Section 8.12 Insurance. The Board shall have the power to (a) purchase and maintain, at the Corporation's expense, insurance on behalf of the Corporation and on behalf of others to the extent that power to do so has been or may be granted by statute, including but not limited to Directors' and Officers' insurance, and (b) parties may be given indemnification to the extent permitted by law Rules of Order Section 9.1 Rules of Order 1. The Board Chair shall preside at all meetings of Council, the Board and the Executive Committee. 2. The Board Chair shall convene, adjourn, recess, and reconvene meetings, recognize each member who wants to speak on an item and announce the result of each vote taken. 3. All action items require a motion and all motions must be seconded. 4. The Board Chair may make or second motions and may vote on all motions. 5. The Board Chair may set reasonable time limits on discussion. 6. When a member has once spoken on a question, s/he will not be recognized again for the same question until others who wish to speak have spoken. 7. All requests for reconsideration of a previously approved motion must occur no later than the next regularly scheduled meeting of the Board. 8. Votes on all motions and resolutions shall be by "Yes," "No," or abstention. At the discretion of the Board Chair or on the request of a member, a roll call vote shall be made and the vote of members shall be recorded. 9. All motions shall be carried by a majority of the members present (either in person or by telephone) and voting. A tie vote means the motion did not pass. Page 7 of 9

Article 9. Amendments Amendments to the Bylaws shall be approved by Board and ratified by the Council's delegates. Adopted 11/7/87 Revision Adopted 4/89 Annual Meeting Revision Adopted 4/91 Annual Meeting Revision Adopted 4/94 Annual Meeting Revision Adopted 4/96 Annual Meeting Revision Adopted 4/97 Annual Meeting Revision Adopted 4/03 Annual Meeting Revision Adopted 4/06 Annual Meeting Revision Adopted 4/09 Annual Meeting Revision Adopted 4/12 Annual Meeting Revision Adopted 4/14 Annual Meeting Revision Adopted 3/15 Annual Meeting Revision Adopted 9/17 Annual Meeting Page 8 of 9