FARTHEST NORTH GIRL SCOUT COUNCIL, Russ Sharpton, and Suellen Nelles, Appellants,
GIRL SCOUTS OF THE UNITED STATES OF AMERICA, Appellee.
Petition for Rehearing Denied January 13, 2020
from the Superior Court of the State of Alaska, Fourth
Judicial District, Fairbanks, Bethany Harbison, Judge.
Superior Court No. 4FA-17-01413 CI
Orlansky, Reeves Amodio LLC, Anchorage, and Gary W. Leydig,
The Law Firm of Gary W. Leydig LLC, Chicago, Illinois, for
E. Torgerson, Stoel Rives, LLP, Anchorage, and Karin D.
Jones, Stoel Rives LLP, Seattle, Washington, for Appellee.
Bolger, Chief Justice, Winfree, Stowers, Maassen, and Carney,
Board of Directors of the Girl Scouts of the United States of
America increased the amount of annual membership dues.
Farthest North Girl Scout Council, its executive director,
and the chair of its board of directors challenged this
increase, claiming that the corporations governing documents
did not give the Board authority to increase membership dues.
The superior court denied Farthest Norths motion for summary
judgment, ruling in favor of the Girl Scouts of the United
States of America that the Board had such authority. Because
the corporate governing documents vest authority to establish
membership dues solely in the National Council of the Girl
Scouts of the United States of America, we reverse and remand
for further proceedings.
II. FACTS AND PROCEEDINGS
Scouts of the United States of America (GSUSA) is a
congressionally chartered nonprofit
corporation. Appellants (collectively Farthest
North) are leaders of the Farthest North Girl Scout Council,
a chartered Girl Scout Council responsible for promoting and
organizing Girl Scouts programs in Fairbanks and northern
governing body of GSUSA is the National Council, comprised of
approximately 1,500 individuals, including some elected by
local Girl Scout Councils such as Farthest
North. The National Council meets
triennially and elects the members of the National
Board of Directors (Board). The Board is comprised of
the Chair of the National Board Development Committee, the
Chief Executive Officer, 25 members-at-large, and officials
elected by the Board members, including the President, Vice
Presidents, Secretary, and Treasurer. GSUSAs governing
documents are the codified Congressional Charter and the
GSUSA Constitution and Bylaws.
person wishing to become a Girl Scouts member must pay
membership dues to GSUSA. As a Girl Scouts Council, Farthest
North is responsible for collecting dues from members in its
jurisdiction; it then forwards those dues to GSUSA. The
National Council voted to increase membership dues nine times
between 1941 and 2009. In 2009 it established a requirement
that every Girl Scouts member pay annual membership dues of
$12. But in 2012 the Board increased the membership dues by
$3, to $15 per member. And in 2016 the Board again increased
the membership dues by $10, making the annual dues $25. In
neither 2012 nor in 2016 did the Board present its dues
increase to the National Council for approval.
North objected to the Boards dues increases. Farthest North
wrote to GSUSA that it would not participate in the
collection of what it considered to be "unauthorized
dues." Though Farthest North did collect $15 from each
member, it only forwarded $12 from each to
GSUSA. In response GSUSA informed Farthest
North in late 2016 that it was in breach of its Charter
Agreement and refused to enroll any Farthest North members,
refused to allow any Farthest North members to participate in
Girl Scouts activities, and refused to insure any Farthest
North member who participated in any Girl Scouts activities.