Standard 3: Board Accountability
2004 VERSION OF STANDARD 3
Standard 3: Board Accountability The land trust board acts ethically in conducting the affairs of the organization and carries out the board’s legal and financial responsibilities as required by law. Practices A. Board Responsibility. The board is responsible for establishing the organization’s mission, determining strategic direction and setting policies to carry out the mission, and, as required by law, the oversight of the organization’s finances and operations. B. Board Composition. The board is of sufficient size to conduct its work effectively. The board is composed of members with diverse skills, backgrounds and experiences who are committed to board service. There is a systematic process for recruiting, training and evaluating board members. C. Board Governance. The land trust provides board members with clear expectations for their service and informs them about the board’s legal and fiduciary responsibilities. The board meets regularly enough to conduct its business and fulfill its duties, with a minimum of three meetings per year. Board members are provided with adequate information to make good decisions. Board members attend a majority of meetings and stay informed about the land trust’s mission, goals, programs and achievements. D. Preventing Minority Rule. The land trust’s governing documents contain policies and procedures (such as provisions for a quorum and adequate meeting notices) that prevent a minority of board members from acting for the organization without proper delegation of authority. E. Delegation of Decision-Making Authority. The board may delegate decision-making and management functions to committees, provided that committees have clearly defined roles and report to the board or staff. If the land trust has staff, the board defines the job of, oversees and periodically evaluates the executive director (or chief staff person). (See 3F and 7E.) F. Board Approval of Land Transactions. The board reviews and approves every land and easement transaction, and the land trust provides the board with timely and adequate information prior to final approval. However, the board may delegate decision-making authority on transactions if it establishes policies defining the limits to that authority, the criteria for transactions, the procedures for managing conflicts of interest, and the timely notification of the full board of any completed transactions, and if the board periodically evaluates the effectiveness of these policies.
Land Trust Standards and Practices/February 2017/Page 1
STANDARD 3 DECONSTRUCTED INTO ELEMENTS
Standard 3: Board Accountability The land trust board acts ethically in conducting the affairs of the organization and carries out the board’s legal and financial responsibilities as required by law. Practices A. Board Responsibility The board is responsible for establishing the organization’s mission, determining strategic direction and setting policies to carry out the mission As required by law, the board is responsible for the oversight of the organization’s finances and operations B. Board Composition The board is of sufficient size to conduct its work effectively The board is composed of members with diverse skills, backgrounds and experiences who are committed to board service There is a systematic process for recruiting, training and evaluating board members C. Board Governance The land trust provides board members with clear expectations for their service The land trust informs them about the board’s legal and fiduciary responsibilities The board meets regularly enough to conduct its business and fulfill its duties, with a minimum of three meetings per year Board members are provided with adequate information to make good decisions Board members attend a majority of meetings Board members stay informed about the land trust’s mission, goals, programs and achievements D. Preventing Minority Rule The land trust’s governing documents contain policies and procedures (such as provisions for a quorum and adequate meeting notices) that prevent a minority of board members from acting for the organization without proper delegation of authority E. Delegation of Decision-Making Authority The board may delegate decision-making and management functions to committees, provided that committees have clearly defined roles and report to the board or staff. If the land trust has staff, the board defines the job of, oversees and periodically evaluates the executive director (or chief staff person). (See 3F and 7E.) F. Board Approval of Land Transactions The board reviews and approves every land and easement transaction The land trust provides the board with timely and adequate information prior to final approval o However, the board may delegate decision-making authority on transactions if It establishes policies defining the limits to that authority The criteria for transactions The procedures for managing conflicts of interest The timely notification of the full board of any completed transactions The board periodically evaluates the effectiveness of these policies
Land Trust Standards and Practices/February 2017/Page 2
STANDARD 3 TRACK CHANGES
Standard 3: Board Accountability The lLand trust boards acts ethically in conducting the affairs of the organization and carries carry out their board’s legal and financial responsibilities as required by law. Practices A. Board Responsibility The board is responsible for establishing the organization’s mission, determining strategic direction and setting policies to carry out the mission Individual board members are informed of and understand their role and their responsibilities as nonprofit board members, including their legal and fiduciary duties As required by law, tThe board is responsible for theprovides oversight of the organization’s land trust’s finances and operations by o Reviewing and approving an annual budget o Working to ensure that sufficient financial resources are available o Receiving and reviewing financial reports and statements in a form and with a frequency appropriate for the scale of the land trust's financial activity o Reviewing the externally prepared financial audit, review or compilation o Adopting written policies or procedures for the responsible and prudent investment, management and use of financial assets The board hires, oversees and evaluates, at least annually, the performance of any executive director (or chief staff person) The board may delegate decision-making and management functions to committees, provided that committees have clearly defined roles and report to the board or staff B. Board Composition and Structure The Have a board is of sufficient size, skills, backgrounds and experiences to conduct its work effectively The Have a board is substantially composed of independent members with diverse skills, backgrounds and experiences who are committed to board serviceto reduce risk arising from conflicts of interest There is a systematicHave a board development process that includes procedures for recruiting, and training and evaluating board members Ensure the board’s presiding officer and treasurer are not the same individual If a staff member serves on the board, clearly define the staff role and limit the board member role accordingly to ensure separation of duties and avoid undue influence o No staff member serves as the board’s presiding officer or treasurer C. Board Governance The land trust pProvides board members with clear written expectations for their service on the board The land trust informs them about the board’s legal and fiduciary responsibilities The board meets regularly enough to conduct its business and fulfill its duties, with a minimum of three meetings times per year and maintains adopted minutes of each meeting Provide Bboard members are provided with adequate sufficient and timely informational materials prior to each meeting to make good informed decisions Board members attend a majority of meetings
Land Trust Standards and Practices/February 2017/Page 3
STANDARD 3 TRACK CHANGES
Board members stay informed about the land trust’s mission, goals, programs and achievements Board members evaluate their performance annually as a group and as individuals at least once every three years Adopt procedures for removing board members who are not fulfilling their responsibilities
D. Preventing Minority Rule The land trust’sHave governing documents that contain policies and procedures (such as provisions for a quorum and adequate meeting notices) that to encourage broad participation and to prevent a minority of board members from acting for the organization land trust without proper delegation of authority E. Delegation of Decision-Making Authority The board may delegate decision-making and management functions to committees, provided that committees have clearly defined roles and report to the board or staff If the land trust has staff, the board defines the job of, oversees and periodically evaluates the executive director (or chief staff person). (See 3F and 7E.) FD. Board Approval of Land Transactions The board reviews and approves every land and conservation easement transaction The land trust provides the board with timely and adequate information prior to final approval However, the board may delegate decision-making authority on transactions if: It establishes written policies or defining has bylaws provisions that define the limits to that the authority given to the delegated entity The criteria for transactions The procedures for managing conflicts of interest The The delegated entity provides timely notification of in writing to the full board of any completed transactions The board periodically evaluates the effectiveness of these policies
Land Trust Standards and Practices/February 2017/Page 4
STANDARD 3 REVISED – CLEAN Yellow highlighting indicates new practices or new practice elements Blue indicates designated accreditation indicator elements
Standard 3: Board Accountability Land trust boards act ethically in conducting the affairs of the organization and carry out their legal and financial responsibilities as required by law. Practices A. Board Responsibility 1. Individual board members are informed of and understand their role and their responsibilities as nonprofit board members, including their legal and fiduciary duties 2. The board provides oversight of the land trust’s finances and operations by a. Reviewing and approving an annual budget b. Working to ensure that sufficient financial resources are available c. Receiving and reviewing financial reports and statements in a form and with a frequency appropriate for the scale of the land trust's financial activity d. Reviewing the externally prepared financial audit, review or compilation e. Adopting written policies or procedures for the responsible and prudent investment, management and use of financial assets 3. The board hires, oversees and evaluates, at least annually, the performance of any executive director (or chief staff person) 4. The board may delegate decision-making and management functions to committees, provided that committees have clearly defined roles and report to the board or staff B. Board Composition and Structure 1. Have a board of sufficient size, skills, backgrounds and experiences to conduct its work effectively 2. Have a board substantially composed of independent members to reduce risk arising from conflicts of interest 3. Have a board development process that includes procedures for recruiting and training board members 4. Ensure the board’s presiding officer and treasurer are not the same individual 5. If a staff member serves on the board, clearly define the staff role and limit the board member role accordingly to ensure separation of duties and avoid undue influence a. No staff member serves as the board’s presiding officer or treasurer C. Board Governance 1. Provide board members with written expectations for their service on the board 2. The board meets a minimum of three times per year and maintains adopted minutes of each meeting 3. Provide board members with sufficient and timely informational materials prior to each meeting to make informed decisions 4. Board members evaluate their performance annually as a group and as individuals at least once every three years 5. Adopt procedures for removing board members who are not fulfilling their responsibilities 6. Have governing documents that contain policies and procedures (such as provisions for a quorum and adequate meeting notices) to encourage broad participation and to prevent a minority of board members from acting for the land trust without proper delegation of authority
Land Trust Standards and Practices/February 2017/Page 5
STANDARD 3 REVISED – CLEAN Yellow highlighting indicates new practices or new practice elements Blue indicates designated accreditation indicator elements D. Board Approval of Transactions 1. The board reviews and approves every land and conservation easement transaction a. However, the board may delegate decision-making authority on transactions if: i. It establishes written policies or has bylaws provisions that define the limits to the authority given to the delegated entity ii. The delegated entity provides timely notification in writing to the full board of any completed transactions
Land Trust Standards and Practices/February 2017/Page 6
Standard 3: Board Accountability The land trust board acts ethically in conducting the affairs of the organization and carries out the board’s legal and financial responsibilities as required by law. Practices A. Board Responsibility. The board is responsible for establishing the organization’s mission, determining strategic direction and setting policies to carry out the mission, and, as required by law, the oversight of the organization’s finances and operations. B. Board Composition. The board is of sufficient size to conduct its work effectively. The board is composed of members with diverse skills, backgrounds and experiences who are committed to board service. There is a systematic process for recruiting, training and evaluating board members. C. Board Governance. The land trust provides board members with clear expectations for their service and informs them about the board’s legal and fiduciary responsibilities. The board meets regularly enough to conduct its business and fulfill its duties, with a minimum of three meetings per year. Board members are provided with adequate information to make good decisions. Board members attend a majority of meetings and stay informed about the land trust’s mission, goals, programs and achievements. D. Preventing Minority Rule. The land trust’s governing documents contain policies and procedures (such as provisions for a quorum and adequate meeting notices) that prevent a minority of board members from acting for the organization without proper delegation of authority. E. Delegation of Decision-Making Authority. The board may delegate decision-making and management functions to committees, provided that committees have clearly defined roles and report to the board or staff. If the land trust has staff, the board defines the job of, oversees and periodically evaluates the executive director (or chief staff person). (See 3F and 7E.) F. Board Approval of Land Transactions. The board reviews and approves every land and easement transaction, and the land trust provides the board with timely and adequate information prior to final approval. However, the board may delegate decision-making authority on transactions if it establishes policies defining the limits to that authority, the criteria for transactions, the procedures for managing conflicts of interest, and the timely notification of the full board of any completed transactions, and if the board periodically evaluates the effectiveness of these policies.
Land Trust Standards and Practices/February 2017/Page 1
STANDARD 3 DECONSTRUCTED INTO ELEMENTS
Standard 3: Board Accountability The land trust board acts ethically in conducting the affairs of the organization and carries out the board’s legal and financial responsibilities as required by law. Practices A. Board Responsibility The board is responsible for establishing the organization’s mission, determining strategic direction and setting policies to carry out the mission As required by law, the board is responsible for the oversight of the organization’s finances and operations B. Board Composition The board is of sufficient size to conduct its work effectively The board is composed of members with diverse skills, backgrounds and experiences who are committed to board service There is a systematic process for recruiting, training and evaluating board members C. Board Governance The land trust provides board members with clear expectations for their service The land trust informs them about the board’s legal and fiduciary responsibilities The board meets regularly enough to conduct its business and fulfill its duties, with a minimum of three meetings per year Board members are provided with adequate information to make good decisions Board members attend a majority of meetings Board members stay informed about the land trust’s mission, goals, programs and achievements D. Preventing Minority Rule The land trust’s governing documents contain policies and procedures (such as provisions for a quorum and adequate meeting notices) that prevent a minority of board members from acting for the organization without proper delegation of authority E. Delegation of Decision-Making Authority The board may delegate decision-making and management functions to committees, provided that committees have clearly defined roles and report to the board or staff. If the land trust has staff, the board defines the job of, oversees and periodically evaluates the executive director (or chief staff person). (See 3F and 7E.) F. Board Approval of Land Transactions The board reviews and approves every land and easement transaction The land trust provides the board with timely and adequate information prior to final approval o However, the board may delegate decision-making authority on transactions if It establishes policies defining the limits to that authority The criteria for transactions The procedures for managing conflicts of interest The timely notification of the full board of any completed transactions The board periodically evaluates the effectiveness of these policies
Land Trust Standards and Practices/February 2017/Page 2
STANDARD 3 TRACK CHANGES
Standard 3: Board Accountability The lLand trust boards acts ethically in conducting the affairs of the organization and carries carry out their board’s legal and financial responsibilities as required by law. Practices A. Board Responsibility The board is responsible for establishing the organization’s mission, determining strategic direction and setting policies to carry out the mission Individual board members are informed of and understand their role and their responsibilities as nonprofit board members, including their legal and fiduciary duties As required by law, tThe board is responsible for theprovides oversight of the organization’s land trust’s finances and operations by o Reviewing and approving an annual budget o Working to ensure that sufficient financial resources are available o Receiving and reviewing financial reports and statements in a form and with a frequency appropriate for the scale of the land trust's financial activity o Reviewing the externally prepared financial audit, review or compilation o Adopting written policies or procedures for the responsible and prudent investment, management and use of financial assets The board hires, oversees and evaluates, at least annually, the performance of any executive director (or chief staff person) The board may delegate decision-making and management functions to committees, provided that committees have clearly defined roles and report to the board or staff B. Board Composition and Structure The Have a board is of sufficient size, skills, backgrounds and experiences to conduct its work effectively The Have a board is substantially composed of independent members with diverse skills, backgrounds and experiences who are committed to board serviceto reduce risk arising from conflicts of interest There is a systematicHave a board development process that includes procedures for recruiting, and training and evaluating board members Ensure the board’s presiding officer and treasurer are not the same individual If a staff member serves on the board, clearly define the staff role and limit the board member role accordingly to ensure separation of duties and avoid undue influence o No staff member serves as the board’s presiding officer or treasurer C. Board Governance The land trust pProvides board members with clear written expectations for their service on the board The land trust informs them about the board’s legal and fiduciary responsibilities The board meets regularly enough to conduct its business and fulfill its duties, with a minimum of three meetings times per year and maintains adopted minutes of each meeting Provide Bboard members are provided with adequate sufficient and timely informational materials prior to each meeting to make good informed decisions Board members attend a majority of meetings
Land Trust Standards and Practices/February 2017/Page 3
STANDARD 3 TRACK CHANGES
Board members stay informed about the land trust’s mission, goals, programs and achievements Board members evaluate their performance annually as a group and as individuals at least once every three years Adopt procedures for removing board members who are not fulfilling their responsibilities
D. Preventing Minority Rule The land trust’sHave governing documents that contain policies and procedures (such as provisions for a quorum and adequate meeting notices) that to encourage broad participation and to prevent a minority of board members from acting for the organization land trust without proper delegation of authority E. Delegation of Decision-Making Authority The board may delegate decision-making and management functions to committees, provided that committees have clearly defined roles and report to the board or staff If the land trust has staff, the board defines the job of, oversees and periodically evaluates the executive director (or chief staff person). (See 3F and 7E.) FD. Board Approval of Land Transactions The board reviews and approves every land and conservation easement transaction The land trust provides the board with timely and adequate information prior to final approval However, the board may delegate decision-making authority on transactions if: It establishes written policies or defining has bylaws provisions that define the limits to that the authority given to the delegated entity The criteria for transactions The procedures for managing conflicts of interest The The delegated entity provides timely notification of in writing to the full board of any completed transactions The board periodically evaluates the effectiveness of these policies
Land Trust Standards and Practices/February 2017/Page 4
STANDARD 3 REVISED – CLEAN Yellow highlighting indicates new practices or new practice elements Blue indicates designated accreditation indicator elements
Standard 3: Board Accountability Land trust boards act ethically in conducting the affairs of the organization and carry out their legal and financial responsibilities as required by law. Practices A. Board Responsibility 1. Individual board members are informed of and understand their role and their responsibilities as nonprofit board members, including their legal and fiduciary duties 2. The board provides oversight of the land trust’s finances and operations by a. Reviewing and approving an annual budget b. Working to ensure that sufficient financial resources are available c. Receiving and reviewing financial reports and statements in a form and with a frequency appropriate for the scale of the land trust's financial activity d. Reviewing the externally prepared financial audit, review or compilation e. Adopting written policies or procedures for the responsible and prudent investment, management and use of financial assets 3. The board hires, oversees and evaluates, at least annually, the performance of any executive director (or chief staff person) 4. The board may delegate decision-making and management functions to committees, provided that committees have clearly defined roles and report to the board or staff B. Board Composition and Structure 1. Have a board of sufficient size, skills, backgrounds and experiences to conduct its work effectively 2. Have a board substantially composed of independent members to reduce risk arising from conflicts of interest 3. Have a board development process that includes procedures for recruiting and training board members 4. Ensure the board’s presiding officer and treasurer are not the same individual 5. If a staff member serves on the board, clearly define the staff role and limit the board member role accordingly to ensure separation of duties and avoid undue influence a. No staff member serves as the board’s presiding officer or treasurer C. Board Governance 1. Provide board members with written expectations for their service on the board 2. The board meets a minimum of three times per year and maintains adopted minutes of each meeting 3. Provide board members with sufficient and timely informational materials prior to each meeting to make informed decisions 4. Board members evaluate their performance annually as a group and as individuals at least once every three years 5. Adopt procedures for removing board members who are not fulfilling their responsibilities 6. Have governing documents that contain policies and procedures (such as provisions for a quorum and adequate meeting notices) to encourage broad participation and to prevent a minority of board members from acting for the land trust without proper delegation of authority
Land Trust Standards and Practices/February 2017/Page 5
STANDARD 3 REVISED – CLEAN Yellow highlighting indicates new practices or new practice elements Blue indicates designated accreditation indicator elements D. Board Approval of Transactions 1. The board reviews and approves every land and conservation easement transaction a. However, the board may delegate decision-making authority on transactions if: i. It establishes written policies or has bylaws provisions that define the limits to the authority given to the delegated entity ii. The delegated entity provides timely notification in writing to the full board of any completed transactions
Land Trust Standards and Practices/February 2017/Page 6
