Girl Scouts - Fox Valley Council, Inc.

Realignment: Talking Points

Exert from News letter 38 Jan. 23, 2008

1. What are some of the considerations that should be discussed when choosing the “surviving council”?
Answer: First of all, remember that the “surviving corporation” is only a shell – the Tax ID number and Employer Identification Number. The first step is to secure a legal opinion with consideration to: due diligence, property or asset encumbrances, historical or landmark buildings, lawsuits, contracts, etc. Other considerations might be benefit package decisions, sharing responsibilities and equity in decision making.

2. We will be beginning the realignment process and want to know when to share our financial information?
Answer: Early Adopter councils generally agree that it is essential to share all financial information as soon as possible after realignment discussions begin. It is also important — early on — for councils to project what assets will be used during their final months of operation so the CRC can clearly see what cash (and other assets) will be available on “day one” of the new council.


3. Can an “essential” employee who takes the VERIP still work in the new council for a short time?
Answer: No. Individuals taking the VERIP will be required to sign an agreement stating that they will terminate their employment with their current council immediately following the window election period and they will not apply for, or accept, any future employment with any Girl Scout council. A sample release agreement can be found on the REALIGNMENT Section of the OCN.

With the consent of GSUSA, the current council may extend the employment of "key" employees for up to 90 days beyond the end of the window election period. However, since the 90 days may not extend beyond the merger date, this option is only available to councils if their window election period ends prior to the merger date. Councils are advised to consult with their employment attorney if they are considering independent contractor arrangements since such arrangements must follow IRS regulations.


4. Any suggestions about records retention related to volunteers? All of the councils coming together in our merger have different practices and none of them seem quite right.
Answer: As a general practice, volunteer applications, background checks, driver’s license checks, and performance reviews should be kept for as long as the volunteer is registered and performing volunteer duties. Records should be kept permanently if there is litigation or if there is an unresolved issue that could become a source for litigation at a later date. It is also important to check (and follow!) applicable state laws regarding records retention for volunteers in your jurisdiction.


5. Can you refresh me on the steps for legal merger process?
Answer: Realignment transactions are structured as mergers and are governed by applicable state law merger requirements. Although the process may vary somewhat depending on individual circumstances or state law, the typical stages of the legal aspects of the realignment process are as follows. In addition to the steps described below, some states require approval by the state attorney general or another governmental or judicial authority.

NEWLY MERGED COUNCILS – January 1, 2008
 

Girl Scouts of Central and Western Massachusetts 40 Harkness Avenue Montachusetts East Longmeadow, MA 01028 Pioneer Valley 413-525-4124 Western Massachusetts Fax – 413-476-5958 www.gscwm.org Pam Hallberg, CEO Edla Ann Bloom, Board Chair Girl Scouts Louisiana - Pines to the Gulf 1720 Kaliste Saloom Rd, C-1 Bayou Layfayette, LA 70508 Pelican 387-984-1142 Silver Waters Fax – 337-984-2799 www.girlscoutsbayou.org Sue Sewall, CEO Emma Price, Board Chair Girl Scouts Minnesota and Wisconsin Lakes and Pines 400 2nd Street South Land of Lakes Waite Park, MN 76387 Northern Pines 320-252-2952 Fax – 320-253-9403 www.girlscoutslolc.org Leigh Ann Davis, CEO Jan Benson, Board Chair Girl Scouts of the Texas Oklahoma Plains 4901 Briarhaven Road Caprock Fort Worth, TX 76109 Circle T 817-869-0730 Five Star Fax – 817-732-1261 Norcentex www.gs-top.org Becky Burton, CEO Robert Palmer, Board Chair Girl Scouts of Western Ohio 4930 Cornell Road Appleseed Ridge Cincinnati, OH 45242 Buckeye Trails 513-489-1025 Great Rivers Fax: 513-489-1417 Maumee Valley www.girlscoutsofwesternohio.org Barbara J. Bonifas, CEO Nancy C. Dawes, Board Chair Girl Scouts of Wisconsin Southeast P.O. Box 14999 Greater Milwaukee Milwaukee, WI 53214-0999 Great Blue Heron 414-476-1050 Kenosha Fax – 414-476-5958 Racine County www.gswise.org Molly Fuller, CEO Joan Shafer, Board Chair

Formally Montachusetts Pioneer Valley Western Massachusetts       Bayou Pelican Silver Waters       Land of Lakes Northern Pines         Caprock Circle T Five Star Norcentex       Appleseed Ridge Buckeye Trails Great Rivers Maumee Valley       Greater Milwaukee Great Blue Heron Kenosha Racine County

March 10, 2006

As delegates, board members, and staff, you may be asked questions about realignment, how it affects Fox Valley Council, and what the national perspective is. Below, please find a few talking points to help you.

• The GSUSA Core Business Strategy, taking Girl Scouting from good to great, was launched in 2004, and began analyzing six key areas in Girl Scouting: Brand identity, volunteerism, program models and pathways, funding, organizational structure and governance, and culture. Phase 1 of the implementation process is organizational structure, commonly called “realignment of councils” or “realignment.”

• At the end of February 2006, a preliminary map of all Girl Scout councils was proposed by a team of national demographers, hired by Girl Scouts of the USA. Board Chair Archie Needham  and CEO Susan Kendall attended a national meeting to hear the data and rationale.

• Minimum thresholds were established for new councils. The three most critical elements are:
            1. 100,000 available girl population
            2. $15 billion in total household income
            3. At least one city with a population of 50,000 within jurisdiction

• The Girl Scout councils in the state of Illinois will be meeting again to discuss possible revisions to the proposed map for Illinois. We need to submit any changes, with substantial rationale, to GSUSA by June 1, 2006. At that time, a preferred timeline to begin the realignment process will be given to GSUSA. Choices for a timeline are between October 2006 to April 2009. It is anticipated that once the realignment process begins, the new council will be formed in a 12-14 month time frame.

• GSUSA staff will be working with states during the summer to continue the conversation regarding any changes in the map. The national board of directors will be voting on the jurisdictional boundaries at their August meeting. Councils will be informed of that action in September. Girl Scouts - Fox Valley Council will have another opportunity in the fall at the Town Hall Meeting to discuss this further.

• All property related issues—where to locate a corporate office and any satellite offices as well as the future use of any camp properties---will be deferred until after the new council is created. It is anticipated that where current council offices are located, satellite offices will be established.

• All staffing issues will be deferred until the new council is created. It is anticipated that there will be more professional jobs, albeit different than in current structure, in the new council.

• It is imperative to remember that this is realignment---not acquisition. All current councils will be equal partners in forming the new council.
 

Realignment Information

March 21, 2006

The Demographers' proposed map is to have three councils in Northern Illinois

Council 1- Fox Valley, Sybaquay, Rock River and Green Hills Councils. This would include the counties of Kane, Lake, McHenry, DeKalb, Boone, Winnebago, Ogle, Lee, Jo Davies, Carroll and Whiteside.

Council 2- Chicago, DuPage, Illinois Crossroads and South Cook Councils, this would include the counties of Cook and DuPage.

Council 3- Trailways, Singing Sands, Drifting Dunes and Calumet Councils. This would include the counties of Kendall, Grundy, Will, Kankakee and Indianas counties of Lake, Jasper, Porter, Newton and LaPort.

There will need to be some changes in the Demographer's proposed map because we will want to keep Kendall County, while Lake will stay with the Cook and DuPage Counties's configuration. This will be negotiated and this should be possible because GSUSA - Demographers don't want to divide school districts. The new proposal must be sent to GSUSA by June 1, 2006.

Green area = Council 1         Red area = Council 2

The CEO's and Presidents of the three councils met on Wednesday, March 22, 2006 to discuss and came to a agreement regarding the Demographer's proposed map. The meeting was held at the Girls Scouts - Prairie Winds. Council service center in Lisle Illinois.

Council Presidents and CEO will have a series of meeting over the next four months.
Check back for more updates.