In Farthest North Girl Scout Council v. Girl Scouts of the United States,[1] the supreme court held that the corporate governance documents vested exclusive right to establish membership dues in the National Council of the Girl Scouts of the United States of America. The Girl Scouts of North America (GSUSA) is a congressionally chartered nonprofit corporation. The Farthest North Girl Scout Council (Farthest North) promotes and organizes Girl Scouts programs in northern Alaska as a chartered Girl Scout Council. The governing body of GSUSA is the National Council, which meets triennially and elects the Board of Directors. In 2012 and 2016, the Board increased membership dues without approaching the National Council for approval. Farthest North refused to pay the increased membership fees to GSUSA. The Board contended that the increase in membership dues was pursuant to Congressional Charter, which did not restrict the Board’s authority with regards to membership dues. The supreme court held that the Congressional Charter granted the Board the powers of the National Council only so far as they were enumerated in the GSUSA Constitution and Bylaws, which did not include setting membership dues. The court found that a plain reading of the GSUSA Constitution granted the power to establish membership dues with the National Council and that an alternate reading would render provisions of the Constitution superfluous. The supreme court reversed, holding that the corporate governance documents vested exclusive right to establish membership dues in the National Council of the Girl Scouts of the United States of America.
[1] 454 P.3d 974 (Alaska 2019).
