GSCI County Representative Packet 2022

Girl Scouts of Central Indiana’s board of directors requests your presence at the

2022 Annual Meeting of Voting Members Monday, March 14 This is a virtual event!

Login at 6:15 p.m. Meeting starts at 6:30 p.m.

Register at www.girlscoutsindiana.org/annualmeeting

2022 Annual Meeting Dear voting members, We look forward to seeing you at the 16th annual meeting of Girl Scouts of Central Indiana on March 14. We are excited to come together to conduct the important business of our council. Like the past virtual meetings, we will keep this event narrowly focused on the annual meeting business and then provide a dedicated time later in 2022 to honor our incredible volunteers.

As a council voting member, I ask that you join us in conducting our annual business by reviewing this voting member packet in advance of the meeting and then join us on March 14 to have your vote counted. Please remember your attendance is critical for us to conduct the council’s business meeting, and you won’t want to miss the opportunity to exercise your vote and have your voice heard.

Looking forward to seeing you on a Zoom camera soon!

Warmest wishes,

Vandana Kapur Board Chair

Danielle Shockey Chief Executive Officer Included in this document Proposed bylaws revisions...............................................................3 Proposed slate................................................................................4-10 Bylaws................................................................................................11 2021 Annual Meeting minutes......................................................12-14

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Proposed bylaws revisions Bylaws revision to national delegates Bylaws Girl Scouts of Central Indiana, Inc.

Proposed Amendment

Rational

Article XI – National Council Delegates

Revisions to this section are needed to align to the National Council Session The Delegates whom the Council is approved amendment of electing DelCurrent wording: entitled to elect to the National Council egates the calendar year preceding the of Girl Scouts of the United States of calendar year of the National Council Article XI – National Council Delegates America (National Council Delegates) Session. shall be elected by the Voting MemThe Delegates whom the Council is bers of the Council at a meeting held entitled to elect to the National Council in the calendar year preceding the of Girl Scouts of the United States of calendar year of the National Council America (National Council Delegates) Session of the National Council of Girl shall be elected by the Voting MemScouts of the USA. bers of the Council at a meeting held within one (1) year of the regular The Board of Directors, or the Board meeting of the National Council.

Chair in the absence of a meeting of the Board, shall fill National Council The Board of Directors, or the Board Delegate vacancies from among the Chair in the absence of a meeting of persons elected to fill vacancies, which the Board, shall fill National Council persons shall be elected at the same Delegate vacancies from among the time and in the same manner as Napersons elected to fill vacancies, which tional Council Delegates. If there be no persons shall be elected at the same such persons, the Board of Directors, time and in the same manner as Naor the Chair, in the absence of a meettional Council Delegates. If there be no ing of the Board shall have the power such persons, the Board of Directors, to fill vacancies among the National or the Chair, in the absence of a meet- Council Delegates until the next meeting of the Board shall have the power ing of the Council. to fill vacancies among the National Council Delegates until the next meet- National Council Delegates shall be ing of the Council. citizens of the United States of America; shall be elected from the active National Council Delegates shall be members of the Girl Scout movement citizens of the United States of Amer- in the United States of America who ica; shall be elected from the active are fourteen (14) years of age or over members of the Girl Scout movement and who are registered through the in the United States of America who Council with Girl Scouts of the United are fourteen (14) years of age or over States of America; and shall serve for and who are registered through the a term of three (3) years from the date Council with Girl Scouts of the United of their election, or until their succesStates of America; and shall serve for sors are elected. a term of three (3) years from the date of their election, or until their successors are elected.

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Courage|v Confidence v Character Courage Confidence | Character 2022 Slate for Election and Current Members Board of Directors

Proposed Board Chair

Term ending 2025

Proposed 1st vice chair

Term ending 2025

Proposed Officer 2nd Vice Chair

Term ending 2025

Proposed Treasurer

Term ending 2025

Proposed Secretary

Term ending 2025

Stephanie Smithey Attorney Ogletree Deankins Lifetime Girl Scout member, Juliette Gordon Low Society member, former troop leader GSCI board and committee member

Catrina Tate VP of Retail Banking Teachers Credit Union GSCI board member

Monica Brownewell Smith Counsel Barnes & Thornburg Former Girl Scout, Girl Scout troop leader

Beth Forman Partner Deloitte & Touche Lifetime Girl Scout Member

Jo Lynn Garing

Senior communications manager Global Communications Roche Lifetime Girl Scout member, former troop leader

Dr. Stacy Atkinson

Member-at-Large

Term ending 2024

Chancellor Ivy Tech Richmond

Term ending: 2023 | 2024 | 2025 Annual Meeting

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Debi Bardhan-Akala

Member-at-Large

Term ending 2023

Proposed Member-at-Large

Term ending 2025

Member-at-Large

Term ending 2023

Member-at-Large

Term ending 2023

Director of regulatory affairs Citizens Energy Group

Jo Biggers CFO Countrymark Lifetime Girl Scout member Former cookie mom

Hollin Bolden Business account manager Cummins, Inc.

Dr. Ken Britt

Senior vice president and dean Fred S. Klipsch Educators College, Marian University Girl Scout dad

Mary Azar Callahan

Member-at-Large

Term ending 2024

Executive director of grant management Marian University, Indianapolis Board Development Committee Chair Girl Scout troop leader

Julie Carson Director of the Central Indiana Women’s Business Center Indy Chamber

Proposed Member-at-Large

Term ending 2025

Term ending: 2023 | 2024 | 2025 Annual Meeting

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Christina Cheeks Service line administrator Eskenazi Health Former Girl Scout

Abel Contreras

Proposed Member-at-Large

Term ending 2025

Board Member

Term ending 2024

Proposed Member-at-Large

Term ending 2025

Member-at-Large

Term ending 2024

Member-at-Large

Term ending 2023

Proposed Member-at-Large

Term ending 2025

Member-at-Large

Term ending 2024

Counsel Indianapolis Airport Authority Girl Scout dad

Kelly Cropp Financial advisor Edward Jones Girl Scout & troop leader

Dr. Chantee Eldridge Vice president of communications, equity, & outreach Strada Education Network

Arwa Ghalawan Diversity and inclusion representative Infosys Girl Scout mom

Poonam Gill Instructional designer Midcontinent Independent System Operator

Olivia Hawbaker Project manager Citizens Energy Group

Term ending: 2023 | 2024 | 2025 Annual Meeting

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Cynthia Hobbs Outreach partnerships manager Morales Group, Inc.

Denisse Jensen Executive director GiGi’s Playhouse: Down Syndrome Achievement Centers Lifetime Girl Scout Member, former troop leader

Sheena Lee

Proposed Board Development Committee member

Term ending 2025

Proposed Member-at-Large

Term ending 2025

Member-at-Large

Term ending 2023

Member-at-Large

Term ending 2023

Member-at-Large

Term ending 2024

Vice president of operations Etica Group Girl Scout mom

Lucia Mar Senior vice president, market executive Indiana Global Commercial Banking Bank of America Girl Scout mom

Dr. Kathleen Marrs Associate professor of biology IUPUI Former Girl Scout troop leader Former Girl Scout camp aide

Dr. Laura Merrifield Wilson

Member-at-Large

Term ending 2023

Professor of political science University of Indianapolis

Term ending: 2023 | 2024 | 2025 Annual Meeting

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Leah Miller Assurance Manager Earnst and Young

Carolyn Mosby President and CEO Mid-States Minority Supplier Development Council Girl Scout alum

Lise Pace Vice president of external affairs Bosma Enterprises Girl Scout alum

Jennifer Ping

Proposed Board Development Committee member

Term ending 2025

Proposed Member-at-Large

Term ending 2025

Proposed Board Development Committee member

Term ending 2023

Member-at-Large

Term ending 2024

Member-at-Large

Term ending 2023

Proposed Board Development Committee member

Term ending 2025

Member-at-Large

Term ending 2024

Executive director governmental affairs Krieg DeVault

Jenelle Smagala President Synthesis, Inc.

Maggie Stevens President and CEO Foster Success

Taryn Stone Partner Ice Miller LLP

Term ending: 2023 | 2024 | 2025 Annual Meeting

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Diana Sullivan Clinical faculty Indiana University School of Nursing Girl Scout alum

Susie Townsend Senior vice president Visit Indy Girl Scout & Cookie mom

Dr. Emily Weber Chief medical information officer Indiana University Health and Riley Children’s Health & Practicing Pedatrician Girl Scout mom

Jason Ulm

Proposed Board Development Committee member

Term ending 2025

Proposed Member-at-Large

Term ending 2025

Proposed Member-at-Large

Term ending 2025

Member-at-Large

Term ending 2023

Vice president of sales AXIATP Girl Scout dad

Outgoing board of directors members: Paul Ainslie Rebecca Carl Jean Caster Kim Dodson Lina Hamashuk Rachel Hazaray Vandana Kapur Michele Richey Kim Schwieterman Jamison Slusher

Outgoing board development committee members: Tiffany Lemons Term ending: 2023 | 2024 | 2025 Annual Meeting

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National Council Session Delegates Laura Baltz (Alt)​ Mary Callahan​ Tai Dorsey​ Beth Floyd (Alt)​ Tammy Goldstein​​ Jessica Hart​ Susan Herbert-Haynes​ Paris Himes Jessica Oswalt​ Hillary Macy (Alt)​ Jade Maxwell​ Lori Maxwell Sabrina Richard​ Stephanie Smithey​ Kristyn Tomilson (Alt)​ Theresa Watson​ Ellen Winking (Alt) Christine Woodward​ Isabelle Woodward​

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Bylaws (selected excerpts) Article IV – Board Development Committee 3. Duties: The duties of the Board Development Committee shall be as follows: Article VII – Board of Directors a.

The Board Development Committee shall present at each Annual Meeting of the Council a single slate of Officers of the Council, members-at-large of the Board of Directors and members of the Board Development Committee. If vacancies occur in Officers, members of the Board of Directors, or the Board Development Committee between Annual Meetings, the Board Development Committee shall recommend nominee(s) to the Board.

b.

A single slate for Delegates and nominees to fill vacancies among elected Delegates, should vacancies occur, to the National Council of Girl Scouts of the United States of America shall be presented at the Annual Meeting, as provided in Article XI.

c.

In partnership with the Board Chair and CEO, the Board Development Committee shall assure the education of the Board of Directors and orientation of new members of the Board of Directors, assess Board education, and plan for succession.

Nominations for any position may be made from the floor, provided the eligibility of such nominees had been established and written consent to serve, if elected, had been secured and was in the hands of the Chair of the Board Development Committee ten (10) days before the meeting.

4. Vacancies. Except as provided in Article VI, Section 2, of these Bylaws, vacancies in the Board of Directors occurring by death, resignation, creation of new directorships, or otherwise, may be filled until the next Annual Meeting by vote of the majority of the remaining directors then in office, though less than a quorum, at any meeting of the Board of Directors called for that purpose. d.

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2021 annual meeting minutes The annual meeting of Girl Scouts of Central Indiana, Inc. was held virtually on Monday, March 15, 2021. Board Chair Vandana Kapur presided over the meeting.

Chief Executive Officer Danielle Shockey welcomed everyone to the meeting and acknowledged that this is the second annual meeting in a virtual space and thanked everyone for their understanding during the pandemic. Danielle continued by stating she is proud of the council’s resilience to continue to serve girls, families, and volunteers, while keeping everyone safe and through quarantines and isolation, we have learned that we can efficiently conduct council business in an online environment.

Danielle continued by walking through the evening’s meeting agenda and introduced Board Chair Vandana Kapur.

Vandana called the meeting to order at 6:39 p.m. and stated that her second year as Board Chair of Girl Scouts of Central Indiana, Inc. was certainly memorable and expressed gratitude to Danielle and her team as they continued their work during the pandemic, particularly how quickly they pivoted to provide virtual programming online for girls and troops including many badge earning activities.

Vandana continued by presenting the council strategic goals that included: recruit and retain more members throughout the communities we serve; transform the volunteer experience; build a relevant brand to communicate the importance of Girl Scouts throughout central Indiana; diversify revenue sources to reduce reliance on cookie sales; ensure the maximum level of resources are focused on delivering high-quality, girl led experience throughout the council; and become a more diverse, equitable, and inclusive organization, mirroring the communities we serve.

Vandana recognized Board Secretary Jo Lynn Garing who defined the voting members as stated in the council’s bylaws and presented the credential report. Jo Lynn announced that 52 voting members were in attendance, representing 37 counties and quorum was reached.

Motion: The meeting continued with Vandana requesting a motion to approve the 2020 annual meeting minutes as presented. The motion was seconded. Vandana continued by directing the voting membership to say aye or nay when asked to do so. With the majority vote, the 2020 annual meeting minutes were approved.

Vandana recognized Board Treasurer Beth Forman who presented the council’s financial report. Beth announced the council had received a clean audit on its financial statements and that its net assets increased to $10.5 million, of which $8.6 million is being held for future purposes per the donor’s request and $1.8 will support operations. Beth highlighted impacts on the council in 2020 that included a $7.1 million endowment grant from Lilly Endowment and a council requested loan of $1.1 million pursuant to the Paycheck Protection Program that, subsequent to the fiscal year end, the loan was forgiven and will therefore not need to be repaid.

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The financial report continued with Beth announcing that Girl Scouts of the USA suggests each council maintain operating reserves equal to at least 6-9 months of operating expenses and as of September 30, 2020, the council’s operating reserves were approximately 11 months. Beth concluded the council’s financial report with the statement that the council continues to dedicate the largest portion of revenues to program expense and in 2020, 80% of expenses provided programs for the girls we serve and the volunteers that assist and copies of the audited financial statements for this year and years past are available on the council’s website for easy review.

Vandana recognized Board Development Committee Chair Mary Azar Callahan. In accordance with the bylaws, Mary presented the single slate for the Board of Directors, the Members-at-Large, and the Board Development Committee.

Board of Directors-Members-at-Large: Nominated for a one-year term ending 2022 Arlissa Dumas Board of Directors-Members-at-Large: Nominated for a two-year term ending 2022 Lina Hamashuk Jamison Slusher Board of Directors-Members-at-Large: Nominated for a three-year term ending 2024 Dr. Stacy Atkinson Dr. Chantee Eldridge Mary Azar Callahan Olivia Hawbaker Abel Contreras Dr. Kathleen Marrs

Jennifer Ping Taryn Stone Catrina Tate

Board Development Committee, Members-at-Large: Nominated for a two-year term ending 2023 Dr. Kathleen Marrs Lise Pace Board Development Committee, Members-at-Large: Nominated for a three-year term ending 2024 Mary Azar Callahan Cynthia Hobbs

Denisse Jensen

Motion: Vandana moved to accept the slate of nominees for the Board of Directors and the Board Development Committee as presented. Since this motion comes from a committee, a second motion was not required. Vandana added that elections shall be by ballot in contested elections and may be by voice or other means in uncontested elections and a plurality of votes cast shall elect. Since this was an uncontested election, Vandana continued by directing the voting membership to say aye or nay when Annual Meeting

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asked to do so. With the majority vote, the slate was elected as presented.

With no further business before the council, the business meeting concluded with Vandana thanking the voting membership for their critical involvement in this business portion of the annual meeting.

The meeting was adjourned at 6:51 p.m.

Closing announcements followed from Danielle that included the celebration of volunteers in April during volunteer appreciation month on a Facebook live event and that county representatives will be invited to information sharing meetings throughout the year as the council continues to prioritize quarterly opportunities for conversation.

Respectfully submitted, Jo Lynn Garing Board secretary

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