2022-03-31T16:56:39-05:00 2021-09-30 042571780 AAFCPAS INC 50 WASHINGTON STREET WESTBOROUGH MA 01581 990 2020-10-01 042703281 GIRL SCOUTS OF EASTERN MASSACHUSETTS INC GIRL 8443064736 265 BEAVER STREET WALTHAM MA 02452 JAMES CRONAN CHIEF FINANCIAL OFFICER 8443064736 2022-03-31 1 JAMES CRONAN XXX-XX-XXXX THOMAS F MULDOON CPA P01561688 5083669100 2022-03-30 2 AAL1 IAL1 2020 2022-09-23 18:48:47Z X JAMES CRONAN 265 BEAVER STREET WALTHAM MA 02452 19765973 0 X WWW.GSEMA.ORG X 1980 MA GIRL SCOUTING BUILDS GIRLS OF COURAGE, CONFIDENCE AND CHARACTER WHO MAKE THE WORLD A BETTER PLACE. 21 21 169 10942 80447 0 1398090 3697920 803262 2311392 872840 1309440 8280531 5278247 11354723 12596999 108526 238193 0 0 8540835 6998570 0 0 970690 3588899 3803420 12238260 11040183 -883537 1556816 23892113 26027105 3269100 2651621 20623013 23375484 X GIRL SCOUTING BUILDS GIRLS OF COURAGE, CONFIDENCE AND CHARACTER, WHO MAKE THE WORLD A BETTER PLACE. 0 0 3809589 89141 1872784 GIRL SCOUT CAMPS AND OUTDOOR EXPERIENCES PROVIDE OPPORTUNITIES FOR CAMPERS TO DISCOVER, CONNECT, AND TAKE-ACTION IN WAYS THAT BUILD THEIR COURAGE, CONFIDENCE, AND CHARACTER. GSEMA CAMPS OFFER CAMPERS UNIQUE AND ADVENTUROUS OPPORTUNITIES IN THE OUTDOORS, INCLUDING ARCHERY, ROCK CLIMBING, ROPES COURSES, SWIMMING, SURVIVAL CAMPING, AND MORE! OUR CAMP PROPERTIES HOST SUMMER DAY CAMP AND RESIDENT CAMP, YEAR-ROUND OUTDOOR PROGRAMS, AND TROOP, AND GROUP CAMPING. WHAT WE LEARNED IN 2021, IS THAT CAMP AND OUTDOOR PROGRAMMING CAN BE RUN DURING A PANDEMIC. SAFETY IS A CORNERSTONE OF GIRL SCOUTING. IN RESPONSE TO THE COVID-19 PANDEMIC, WE TOOK SPECIAL PRECAUTIONS TO KEEP OUR CAMPERS AND STAFF SAFE AND HEALTHY, INCLUDING INCREASED CLEANING MEASURES, REDUCED CAPACITIES, ADJUSTED PROGRAM AND OPERATIONAL PROCEDURES, AND DETAILED TRAINING FOR OUR SUMMER CAMP AND FULL-TIME STAFF.AT GSEMA, OUR OUTDOOR AND CAMP PROGRAMS ARE DESIGNED TO PROVIDE OUTDOOR FUN THROUGHOUT THE SUMMER BY OFFERING FOUR DAY CAMPS AT CEDAR HILL, MAUDE EATON, RICE MOODY AND WIND-IN-THE-PINES AND FOUR RESIDENT CAMPS WITH UNIQUE FEATURES AT FAVORITE (SAILING), RUNELS (BACK PACKING TRIPS), WABASSO (KAYAKING AND HIKING), AND WIND-IN-THE-PINES (HIGH ADVENTURE ELEMENTS). ALL CAMPS OFFER TRADITIONAL CAMP EXPERIENCES SUCH AS OPENING CEREMONIES, OUTDOOR COOKING, CAMPFIRE SING-ALONGS, NATURE ACTIVITIES AND CRAFTS.THROUGHOUT THE TROOP YEAR, VOLUNTEERS, FAMILIES AND GIRL SCOUTS CAN PARTICIPATE IN A VARIETY OF OUTDOOR EXPERIENCES THAT ARE INTENTIONALLY PROGRESSIVE TO MEET THE NEEDS OF EVERYONE. MEMBERS MIGHT START OUT AT A DAY PROGRAM SUCH AS THE OUTDOOR FALL FESTIVAL (SUITABLE FOR FAMILIES AND YOUNGER GIRL SCOUTS). AS GIRL SCOUTS AND VOLUNTEERS EXPLORE OUTDOOR EXPERIENCES, THEY MAY ATTEND AN OVERNIGHT PROGRAM LIKE GAL'S NIGHT OUT OR TROOP CAMPING. THESE PROGRAMS OFFER OUR MEMBERS THE OPPORTUNITY TO LEARN NEW SKILLS, CHALLENGE BY CHOICE, AND DEVELOP TEAMWORK AND SELF-CONFIDENCE. OUTDOOR ACTIVITIES MAY INCLUDE ENVIRONMENTAL STEWARDSHIP, ARCHERY, BOATING, HIKING, LOW AND HIGH ROPES CHALLENGE COURSES OR CLIMBING WALLS.LAST YEAR WE PROVIDED SERVICES AND PROGRAMS FOR JUST OVER 3,900 PARTICIPANTS WHO TOOK PART IN OUR SUMMER CAMPS AND 2,596 PARTICIPANTS WHO TOOK PART IN OUR YEAR-ROUND OUTDOOR PROGRAMS AND TROOP CAMPING (REDUCED NUMBERS DUE TO COVID-19 RESTRICTIONS AND PRECAUTIONS). 4627734 122868 5602870 GIRL SCOUT PROGRAM ACTIVITIES - THE GIRL SCOUTS OF EASTERNMASSACHUSETTS SUPPORTS GIRLS' ADVANCEMENT IN LEADERSHIP BY PROVIDINGLEADERSHIP PROGRAM OPPORTUNITIES SUCH AS A YEARLONG EXPERIENCE ON THEGIRL AND TEEN LEADERSHIP COMMITTEE OR AN OPPORTUNITY TO PARTICIPATE IN THE ENTREPRENEURSHIP SERIES, WHICH IS A FIVE-WEEK-LONG PROGRAM DURING WHICH GIRL SCOUTS CONCIEVE, PITCH, AND PLAN THEIR OWN BUSINESS.GIRLS IN 4TH TO 12TH GRADE CAN EXERCISE THEIR LEADERSHIP SKILLS TOCREATE CHANGE IN THEIR COMMUNITIES BY EARNING HIGHEST AWARDS: BRONZE(JUNIOR GIRL SCOUTS), SILVER (CADETTE GIRL SCOUTS), AND GOLD (SENIORAND AMBASSADOR GIRL SCOUTS). ALL THREE AWARDS GIVE GIRLS THE CHANCE TOAFFECT CHANGE IN THE COMMUNITY WHILE GAINING ESSENTIAL LIFE SKILLS. GIRLS LEARN TO FIND AND USE THEIR VOICE TO SPEAK UP FOR THEMSELVES AND OTHERS.COUNCIL AND PARTNER PROGRAMS FOCUS ON DEVELOPING LIFE SKILLS IN THE AREAS OF STEM, ART AND CULTURE, COOKING, CIVIC ENGAGEMENT, FINANCIAL LITERACY AND PERSONAL SKILL DEVELOPMENT SUCH AS PUBLIC SPEAKING. OFTEN TIMES GIRLS, VOLUNTEERS AND FAMILIES ARE LOOKING FOR UNIQUE EXPERIENCES OUTSIDE OF THEIR TROOP MEETING TO COMPLETE GIRL SCOUT BADGES AND JOURNEYS. 366528 26184 645 COMMUNITY ENGAGEMENT PROGRAMMING - GSEMA AIMS TO ADDRESS AND REMOVE BARRIERS TO PARTICIPATING IN GIRL SCOUTS TO FAMILIES AND CAREGIVERS IN THE TARGET COMMUNITIES BY PROVIDING: * ASSISTANCE WITH MEMBERSHIP AND PROGRAM COST AS NEEDED * ACCESS TO UNIFORMS WITH FINANCIAL ASSISTANCE IF NEEDED* A SAFE, FAMILIAR, AND ACCESSIBLE COMMUNITY LOCATION* BACKGROUND-CHECKED AND TRAINED STAFF AND/OR VOLUNTEERS* ACCESS TO SPECIAL STEM AND LEADERSHIP EVENTS, AND OUTDOOR PROGRAMS AT GIRL SCOUT PROPERTIES WITH TRANSPORTATION AVAILABLE* OPPORTUNITIES TO LEARN ABOUT COLLEGE AND CAREER OPTIONS, FROM FEMALE MENTORS IN THEIR LOCAL COMMUNITIES AND PROFESSIONAL FEMALES IN THEIR CHOSEN CAREERS, ESPECIALLY IN AREAS THAT ADDRESS THE GENDER GAP AND STEREOTYPES* OPTIONS TO APPLY FOR FINANCIAL AID FOR OTHER GIRL SCOUT EXPERIENCES SUCH AS SUMMER CAMP AND TRAVEL* FAMILY ENGAGEMENT OPPORTUNITIES* TRANSLATED COMMUNICATIONS AND MATERIALS 8803851 1 1 0 0 0 0 1 0 0 1 1 1 0 0 0 1 1 0 0 0 0 0 0 0 1 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 64 0 1 169 1 1 1 0 0 0 0 1 1 0 0 0 0 0 0 X 21 21 0 0 1 0 1 1 0 1 1 0 1 1 1 1 1 1 1 1 1 1 0 MA NH X JAMES CRONAN 8443064736 265 BEAVER STREET WALTHAM MA 02452 CAITRIONA TAYLOR FORMER CEO (UNTIL 03/21) 40.00 X 183057 0 9883 BARBARA FORTIER CEO 40.00 X 165224 0 8490 JAMES CRONAN CHIEF FINANCIAL OFFICER 40.00 X 148912 0 11261 MICHELLE HARRIS CHIEF ADVANCEMENT OFFICER 40.00 X 121679 0 15665 KATHERINE LE LACHEUR CHIEF OPERATING OFFICER 40.00 X 101805 0 1551 LAURE DONKIN SR. DIRECTOR OF HUMAN RESOURCES 40.00 X 101155 0 7648 JOY DUNCAN SR. DIRECTOR OF FINANCE 40.00 X 100228 0 7542 TRICIA TILFORD BOARD CHAIR & PRESIDENT 5.00 X X 0 0 0 LYNN SAUNDERS CUTTER BOARD 1ST VICE CHAIR 1.50 X X 0 0 0 JANE PUFFER BOARD SECOND VICE CHAIR 1.50 X X 0 0 0 JANE LUNDQUIST BOARD TREASURER 1.50 X X 0 0 0 DIANE LONGTIN BOARD SECRETARY 1.50 X X 0 0 0 ELIZABETH FITZULA BOARD MEMBER 0.50 X 0 0 0 KELLY CORWIN BOARD MEMBER 0.50 X 0 0 0 LINDA SCHULLER BOARD MEMBER 0.50 X 0 0 0 DIANE MCLOUGHLIN BOARD MEMBER 0.50 X 0 0 0 DEE HADLEY BOARD MEMBER 0.50 X 0 0 0 JENNIFER GALVAGNA BOARD MEMBER 0.50 X 0 0 0 TERESA EPPERSON BOARD MEMBER 0.50 X 0 0 0 MOLLY FRANKEL BOARD MEMBER 0.50 X 0 0 0 DEB TAFT BOARD MEMBER 0.50 X 0 0 0 JOE SKELLY BOARD MEMBER 0.50 X 0 0 0 KIM REINERT BOARD MEMBER 0.50 X 0 0 0 TREVOR FRANKEL BOARD MEMBER 0.50 X 0 0 0 SELENA JOE BOARD MEMBER 0.50 X 0 0 0 JEANNETTE BUNTIN BOARD MEMBER (AS OF 05/2021) 0.50 X 0 0 0 MARGARITA POLANCO BOARD MEMBER (AS OF 05/2021) 0.50 X 0 0 0 RADHIKA BANSIL BOARD MEMBER (AS OF 05/2021) 0.50 X 0 0 0 MARCIA METZ BOARD MEMBER (UNTIL 05/2021) 0.50 X 0 0 0 PAT CHADWICK BOARD MEMBER (UNTIL 05/2021) 0.50 X 0 0 0 TRACY CURLEY BOARD MEMBER (UNTIL 05/2021) 0.50 X 0 0 0 CRYSTAL SEKERAK BOARD MEMBER (UNTIL 05/2021) 0.50 X 0 0 0 SONIA KWON BOARD MEMBER (UNTIL 05/2021) 0.50 X 0 0 0 922060 0 62040 7 0 1 0 0 104321 69037 2578538 946024 23604 3697920 CAMPING 813410 1872033 1872033 MEMBERSHIP 813410 268245 268245 GIRL PROGRAMS 813410 166314 166314 ADULT PROGRAMS 813410 3405 3405 OTHER PROGRAMS 813410 1395 645 750 2311392 286412 286412 4672983 10477 3657939 2493 1015044 7984 1023028 1023028 77269 69037 44376 32893 32893 8499192 3464166 5035026 4955329 79697 OTHER REVENUE 900099 210328 210328 210328 12596999 7476299 80447 1342333 238193 238193 599669 197016 311772 90881 4766201 3952709 216785 596707 808113 626884 77808 103421 488396 394955 36614 56827 336191 264103 28759 43329 39610 39610 59900 29657 30243 77304 77304 205191 196365 8826 885370 765287 98513 21570 541124 407500 118635 14989 37646 35268 1078 1300 49569 39241 6168 4160 550122 414276 120607 15239 254234 191454 55738 7042 PROGRAM EXPENSES 879526 879526 EQUIPMENT COSTS 187671 141328 41145 5198 DONATED GOODS 23606 23606 MEMBERSHIP DUES 12547 6483 4863 1201 11040183 8803851 1265642 970690 1181355 461228 270744 796456 187267 234928 95889 1133250 158950 102328 126964 115298 17309219 10315349 7477582 6993870 11520818 13547934 2762254 2513516 110290 128297 23892113 26027105 1488454 929658 270146 211463 1510500 1510500 3269100 2651621 X 16495120 18784146 4127893 4591338 20623013 23375484 23892113 26027105 X 1556816 1177648 18007 X X 0 1 X 1 0 X 1515114 1520686 1391570 1398090 2629882 8455342 10614791 11428673 11990027 8999165 7265971 50298627 12129905 12949359 13381597 10397255 9895853 58753969 56488 60686 48969 50731 44640 261514 0 56488 60686 48969 50731 44640 261514 58492455 313232 345759 336873 346218 286412 1628494 313232 345759 336873 346218 286412 1628494 36363 39031 24484 20931 80447 201256 50762 98291 115827 57984 210328 533192 12530262 13432440 13858781 10822388 10473040 61116911 0.95710 0.96090 0.02660 0.02660 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED X X 1 0 3547304 1550 503099 100000 3951953 3487392 49680 132010 121778 3547304 3442155 1000 152363 108126 3487392 3449634 1400 112896 121775 3442155 3191538 258096 3449634 0.56340 0.43660 1 0 826739 826739 11949573 7334092 4615481 19066 9590 9476 1851462 1535840 315622 2662379 1435827 1226552 6993870 MUNICIPAL BONDS 2513516 F 2513516 X 13759726 1177648 62383 1240031 12519695 77304 77304 12596999 11007255 44376 44376 10962879 77304 77304 11040183 PART II, LINE 9: THE GIRL SCOUTS OF EASTERN MASSACHUSETTS, INC. DID NOT INCUR ANY EXPENSES OR GENERATE ANY REVENUE ON THE CONSERVATION EASEMENT DURING THE YEAR. PART V, LINE 4: GSEMA'S ENDOWMENT FUNDS ARE TO BE USED FOR THE FOLLOWING DONOR DESIGNATED PURPOSES: PROGRAM AND PROPERTY PROJECTS FINANCIAL AID GIRL SCOUTING IN VARIOUS CITIES AND TOWNS PART X, LINE 2: UNCERTAIN TAX POSITION FOOTNOTE: THE COUNCIL ACCOUNTS FOR UNCERTAINTY IN INCOME TAXES IN ACCORDANCE WITH ASC TOPIC 740, INCOME TAXES. THIS STANDARD CLARIFIES THE ACCOUNTING FOR UNCERTAINTY IN TAX POSITIONS AND PRESCRIBES A RECOGNITION THRESHOLD AND MEASUREMENT ATTRIBUTE FOR THE FINANCIAL STATEMENT REGARDING A TAX POSITION TAKEN OR EXPECTED TO BE TAKEN IN A TAX RETURN. THE COUNCIL HAS DETERMINED THAT THERE ARE NO UNCERTAIN TAX POSITIONS WHICH QUALIFY FOR EITHER RECOGNITION OR DISCLOSURE IN THE FINANCIAL STATEMENTS AT SEPTEMBER 30, 2021. THE COUNCIL'S INFORMATION AND TAX RETURNS ARE SUBJECT TO EXAMINATION BY FEDERAL AND STATE JURISDICTIONS. PART XI, LINE 2D - OTHER ADJUSTMENTS: CHANGE IN CARRYING VALUE OF BENEFICIAL INTEREST IN PERPETUAL TRUST 18,007. SPECIAL EVENT EXPENSE SHOWN NET ON 990, PART VIII, LINE 8B 44,376. PART XII, LINE 2D - OTHER ADJUSTMENTS: SPECIAL EVENT EXPENSE SHOWN NET ON 990, PART VIII, LINE 8B 44,376. GOLF TOURNAMENT 126061 69037 57024 6405 1000 29563 675 1600 FALMOUTH ROAD RACE 20245 20245 5133 3 146306 69037 77269 6405 1000 29563 675 6733 44376 32893 1 CAMPERSHIP 297 89141 FAIR MARKET VALUE SEE SCHEDULE I, PART IV PROGRAM AWARDS 2014 122868 FAIR MARKET VALUE SEE SCHEDULE I, PART IV COMMUNITY INITIATIVES 130 26184 FAIR MARKET VALUE SEE SCHEDULE I, PART IV PART I, LINE 2: GIRL SCOUTS OF EASTERN MASSACHUSETTS, INC. DOES NOT MAKE GRANTS TO INDIVIDUALS BUT DOES PROVIDE FINANCIAL ASSISTANCE TO INDIVIDUALS TO HELP THEM TO BECOME MEMBERS, ATTEND OUR PROGRAMS OR ENROLL IN CAMP. WE USE THE FEDERAL POVERTY GUIDELINES AND BASED ON THE COST OF THE EVENT, INDIVIDUALS ARE GRANTED CAMP FUNDING AWARDS, OR FINANCIAL ASSISTANCE TO OTHER PROGRAMS. WE WILL ALSO PAY THE MEMBERSHIP FEE REQUIRED TO ENROLL A GIRL IN GIRL SCOUTING. THE FORMS ARE FILED AND KEPT. THERE IS A RECORD FOR EACH GIRL WHO IS PROVIDED FINANCIAL ASSISTANCE. FILES ARE RETAINED BASED ON OUR RETENTION POLICY. X X X 0 0 0 0 0 0 0 0 0 CAITRIONA TAYLOR FORMER CEO (UNTIL 03/21) 183057 0 0 0 0 0 1831 0 8052 0 192940 0 0 0 BARBARA FORTIER CEO 165224 0 0 0 0 0 1652 0 6838 0 173714 0 0 0 JAMES CRONAN CHIEF FINANCIAL OFFICER 148912 0 0 0 0 0 1489 0 9772 0 160173 0 0 0 FORM 990, PART VI, SECTION A, LINE 4 THE BY-LAWS WERE AMENDED ON MAY 12, 2021. ARTICLE I THE CORPORATION *CLARIFICATION OF APPLICABILITY OF COUNCIL REFERENCE IN THE BYLAWS TO THE CORPORATION (A SUBSET OF THE OVERALL MEMBERSHIP AND A SUPERSET OF THE VOTING MEMBERS) *INCORPORATION OF NEWLY DEFINED TERMS: VOTING COUNCIL MEMBER, BOARD, VOTING BOARD MEMBER, ELECTED OFFICER, MEMBER-AT-LARGE, CHAIR/CHAIR OF THE BOARD, REGION *REORDERING OF REFERENCES TO MIRROR ARTICLES AS THEY APPEAR IN THE BYLAWS *FLEXIBILITY OF ANNUAL MEETING SCHEDULING *CONSISTENCY OF PROVISIONS FOR MEETINGS, NOTICE, QUORUM ARTICLE II BOARD NOMINATING AND DEVELOPMENT COMMITTEE *REORDERING OF SECTIONS TO MIRROR OTHER ARTICLES *CONSISTENCY OF PROVISIONS FOR ELECTIONS, TERMS, VACANCIES, QUORUM *FLEXIBILITY OF NUMBER OF ALTERNATE NATIONAL COUNCIL DELEGATE NOMINEES PER RECOMMENDATION OF GSUSA ARTICLE III OFFICERS *REMOVAL OF PAST PRESIDENT AS MEMBER OF THE BOARD, ORIGINAL PURPOSE RELATED TO COUNCIL MERGER/TRANSITION OBSOLETE *REORDERING OF SECTIONS TO MIRROR OTHER ARTICLES, REORGANIZATION OF PROVISIONS *STREAMLINING AND UPDATING OF DUTIES TO MATCH ACTUALITY, PARTICULARLY WITH RESPECT TO TREASURER *CONSISTENCY OF PROVISIONS FOR ELECTIONS, TERMS, VACANCIES ARTICLE IV BOARD OF DIRECTORS *REORDERING OF SECTIONS TO MIRROR OTHER ARTICLES, REORGANIZATION OF PROVISIONS *WITH RESPECT TO GIRL MEMBERS OF THE BOARD: *CONSISTENCY OF VOTING PRIVILEGE LANGUAGE WITH POSITION DESCRIPTION - POSITION INCLUDES RIGHT TO VOTE ON CERTAIN MATTERS *NUMERICAL AND PERCENTAGE THRESHOLDS, INCLUDING QUORUM, REMAIN THE SAME/DO NOT FACTOR IN GIRL MEMBERS OF THE BOARD *CLASSIFICATION AS GIRL MEMBER DETERMINED AT ELECTION, CONTINUES FOR DURATION OF TERM *CONSISTENCY OF PROVISIONS FOR ELECTIONS, TERMS, VACANCIES, MEETINGS, NOTICE, QUORUM ARTICLE V REGIONAL DELEGATES *REORDERING OF SECTIONS TO MIRROR OTHER ARTICLES *CONSISTENCY OF PROVISIONS FOR ELECTIONS, TERMS, VACANCIES, MEETINGS, NOTICE, QUORUM *CLASSIFICATION AS GIRL MEMBER DETERMINED AT ELECTION, CONTINUES FOR DURATION OF TERM *EXPLICIT ADDITION OF PROXY VOTING ARTICLE VI NATIONAL COUNCIL DELEGATES *REORDERING OF SECTIONS TO MIRROR OTHER ARTICLES *CONSISTENCY OF PROVISIONS FOR ELECTIONS, TERMS, VACANCIES *CLARIFICATION OF ALTERNATE NATIONAL COUNCIL DELEGATE SERVING IN THE EVENT OF A VACANCY FOR REMAINDER OF THE UNEXPIRED TERM, NOT JUST FOR PURPOSES OF ATTENDING CONVENTION *TIMING OF ELECTION UPDATED FOR COMPLIANCE WITH GSUSA REQUIREMENTS WITH THEIR RECOMMENDED LANGUAGE *CLASSIFICATION AS GIRL MEMBER DETERMINED AT ELECTION, CONTINUES FOR DURATION OF TERM ARTICLE VII EXECUTIVE COMMITTEE *REORDERING OF SECTIONS TO MIRROR OTHER ARTICLES, REORGANIZATION OF PROVISIONS *CONSISTENCY OF PROVISIONS FOR ELECTIONS, TERMS, VACANCIES, MEETINGS, NOTICE, QUORUM ARTICLE VIII BOARD COMMITTEES AND TASK FORCES *CONSISTENCY OF TERMINOLOGY ARTICLE IX MISCELLANEOUS *CLARIFICATION OF "TERM" *CORRECTION OF REFERENCE AND GENDER NEUTRALIZATION IN SECTION 9.7. *CHANGE TO NOTICE" PROVISION TO EXPAND RECIPIENT ADDRESS FORMAT AND TO ELIMINATE IN PERSON OR TELEPHONE NOTICE AS DEFAULT REASONABLE AND SUFFICIENT NOTICE. IN PERSON OR TELEPHONE NOTICE EXPRESSLY PROVIDED IN THE BYLAWS FOR NOT LESS THAN 24 HOURS NOTICE. *EXPANSION OF "PLACE" DEFINITION FOR TECHNOLOGICAL PLATFORMS. *ADDITION OF GOVERNANCE REVIEW MANDATE FOR BEST PRACTICE. ARTICLE X PROPOSALS AND NOMINATIONS TO THE ANNUAL MEETING *CONSISTENCY OF TERMINOLOGY ARTICLE XI AMENDMENTS *CONSISTENCY OF TERMINOLOGY FORM 990, PART VI, SECTION A, LINE 6 ALL ADULT VOLUNTEERS AND GIRLS FOURTEEN (14) YEARS OF AGE AND OVER WHO ARE MEMBERS OF THE GIRL SCOUT MOVEMENT REGISTERED THROUGH THE COUNCIL ARE ELIGIBLE TO BE MEMBERS OF THE COUNCIL. THE VOTING MEMBERS OF THE COUNCIL SHALL CONSIST OF: 1.2.1 REGIONAL DELEGATES (AS DEFINED IN ARTICLE V); 1.2.2 VOTING MEMBERS OF THE BOARD OF DIRECTORS (AS PROVIDED IN ARTICLE IV, SECTION 4.02) 1.2.3 MEMBERS OF THE BOARD NOMINATING AND DEVELOPMENT COMMITTEE ("BNDC")(AS DEFINED IN ARTICLE II); AND 1.2.4 NATIONAL COUNCIL DELEGATES (AS DEFINED IN ARTICLE VI). THE TOTAL NUMBER OF VOTING MEMBERS SHALL BE NO FEWER THAN FIFTY-SEVEN (57), AND THE NUMBER OF REGIONAL DELEGATES SHALL EXCEED THE TOTAL NUMBER OF VOTING MEMBERS OF THE BOARD OF DIRECTORS AND MEMBERS OF THE BNDC. FORM 990, PART VI, SECTION A, LINE 7A THE VOTING MEMBERS OF THE COUNCIL SHALL: 1.3.1 ELECT, AS SET FORTH IN ARTICLE III, SECTION 3.01, OF THESE BYLAWS, THE OFFICERS OF THE COUNCIL (EXCEPT THE CHIEF EXECUTIVE OFFICER) AND OTHER OFFICERS AS PROVIDED FOR IN ARTICLE III, SECTION 3.02; THE MEMBERS-AT-LARGE OF THE BOARD OF DIRECTORS; THE MEMBERS OF THE BNDC; AND THE NATIONAL COUNCIL DELEGATES AND ALTERNATE NATIONAL COUNCIL DELEGATES; 1.3.2 SUGGEST THE GENERAL LINES OF DIRECTION FOR GIRL SCOUTING LOCALLY BY RECEIVING AND ACTING UPON REPORTS OF THE BOARD OF DIRECTORS AND BY GIVING GUIDANCE TO THE BOARD; 1.3.3 BE AUTHORIZED TO AMEND THE ARTICLES OF INCORPORATION OF THE COUNCIL AND THESE BYLAWS, EXCEPT AS STATED IN ARTICLE XI OF THESE BYLAWS; 1.3.4 BE AUTHORIZED TO TAKE ALL OTHER ACTIONS WITHIN THE RESPONSIBILITIES OF THE MEMBERS OF THE COUNCIL AND REQUIRING A VOTE OF THE MEMBERS OF THE COUNCIL; 1.3.5 CONDUCT SUCH OTHER BUSINESS AS MAY FROM TIME TO TIME COME BEFORE THE MEMBERS. FORM 990, PART VI, SECTION B, LINE 11B THE 990 WILL BE REVIEWED BY THE AUDIT COMMITTEE AND, ONCE APPROVED BY THAT COMMITTEE, WILL BE DISTRIBUTED TO THE FULL BOARD VIA E-MAIL. BOARD MEMBERS WILL RECEIVE A DEADLINE TO SUBMIT QUESTIONS OR CHANGES. THE RETURN WILL BE FILED ONCE THIS DEADLINE HAS PASSED. FORM 990, PART VI, SECTION B, LINE 12C ANNUALLY THE BOARD IS ASKED TO REVIEW AND SIGN OFF ON THE CONFLICT OF INTEREST POLICY. A STATEMENT IS SUBMITTED BY EACH BOARD MEMBER. FORM 990, PART VI, SECTION B, LINE 15 ANNUALLY, THE EXECUTIVE COMMITTEE OF THE BOARD REVIEWS CEO COMPENSATION. COMPENSATION IS DETERMINED BY THE EXECUTIVE COMMITTEE AND IS BASED ON COMPARISONS TO OTHER SIMILARLY SIZED GIRL SCOUT COUNCILS, SIMILARLY SIZED AND MISSIONED NOT-FOR-PROFIT ORGANIZATIONS IN THE GREATER BOSTON AREA, AND BALANCED AGAINST BUDGETARY REALITIES AND EXECUTIVE COMPENSATION TRENDS IN THE NOT-FOR-PROFIT SECTOR. CEO COMPENSATION IS APPROVED BY THE EXECUTIVE COMMITTEE OF THE BOARD. GSEMA, WITH THE ASSISTANCE OF GIRL SCOUTS OF THE UNITED STATES OF AMERICA (GSUSA), HAS ESTABLISHED SALARY GRADES AND BANDS FOR ALL POSITIONS. GSEMA (THROUGH ITS HUMAN RESOURCES DIRECTOR) REVIEWS COMPARABLE INDUSTRY DATA TO DETERMINE COMPENSATION FOR KEY POSITIONS, INCLUDING THE CEO. COMPENSATION FOR OTHER POSITIONS IS BASED ON THESE SALARY GRADES, INTERNAL EQUITY CONSIDERATIONS, AND BUDGETARY CONSIDERATIONS, AND IS DECIDED BY THE CEO AND/OR CHIEF OFFICER FOR THE FUNCTION, AND THE HUMAN RESOURCES DIRECTOR. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION'S GOVERNING DOCUMENTS ARE POSTED ON THE WEB SITE. CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. FORM 990, PART XI, LINE 9: CHANGE IN CARRYING VALUE OF BENEFICIAL INTEREST IN PERPETUAL TRUST 18,007. FORM 990, PART XII, LINE 2C: THE PROCESS HAS NOT CHANGED FROM PRIOR YEARS.