





  Land Trust Boards
Preparing for Perpetuity



Land Trust Boards: Preparing for Perpetuity 
    Practice 2B: Nonprofit Incorporation and Bylaws
  Practice 3B: Board Composition
  Practice 3C: Board Governance
  Practice 3F: Board Approval of Land Transactions


      Course Authors     Marc Smiley
    Marc 
                               Smiley 
                                        Organizational 
                                                  Development


      Peer Reviewers     Vivian H. Mills
                         VHM Nonprofit Solutions

                         Patricia L. Pregmon
                         Pregmon Law Offices

      Executive Editor Sylvia Bates
                         Land Trust Alliance



  Land Trust Boards
Preparing for Perpetuity

















        Marc Smiley


  The Land Trust Alliance



The Land Trust Alliance's mission is to save the places people love by strengthening 
land conservation across America. 




Land Trust Alliance course materials are furnished as tools to help land trusts implement Land 
Trust Standards and Practices. They are provided with the understanding that the Land Trust Alli-
ance is not engaged in rendering legal, accounting or other professional counsel. If legal advice or
other expert assistance is required, the services of competent professionals should be sought. The
Land Trust Alliance makes no assurances that land trusts attending or completing these courses
will be granted accredited status by the Land Trust Accreditation Commission. The Land Trust
Alliance is solely responsible for the contents of this book.


First Edition

Copyright 2007, The Land Trust Alliance

All Rights Reserved

ISBN 978-0-943915-17-3


Design · Robert A. Yerks · Sterling Hill Productions




Printed in Canada

Printed on recycled paper



                           Acknowledgments
The author gratefully acknowledges the support that led to the completion of
this course, including the leadership and support of Land Trust Alliance staff
members Mary Burke and Sylvia Bates, and former staff memberTammaraVan
Ryn. Feedback from the reviewers Vivian H. Mills and Patricia L. Pregmon,
and from pilot instructors Illene Roggensack and Suzi Wilkins Berl, was
critical in shaping and refining the concepts in this document. Editing and
support from Amy Gredler and Scott Turnoy was indispensable. I also appre-
ciate the generous sharing of information by Barbara Wagner, Vice President
for Operations of the Vermont Land Trust, Brad Paymar, Associate Director
of the Columbia Land Trust, and former Land Trust Alliance president Jean
Hocker of the Conservation Service Company.



C                                     O                                    N             T

Acknowledgments · 5
A Note on the Standards and Practices Curriculum · 9
Introduction · 11
Summary · 19
Foreword: A Picture of an Effective Board of Directors · 21


Chapter 1 The Work of the Board and Its Members
Learning Objectives · 25
Critical Elements of Successful Boards · 26
Evaluate Your Board · 27
Different Types of Boards · 30
     Putting It into Practice Exercise 1: What Type of Board Are We?  · 33
Typical Stages for a Nonprofit Board · 34
     Putting It into Practice Exercise 2: What Is Our Stage of Development? · 36
Basic Board Roles and Responsibilities · 37
The Job of a Board Member · 43
     Putting It into Practice Exercise 3: Testing Duties and Obligations · 48
Raising Money - More Than Just a Good Idea · 49
     Putting It into Practice Exercise 4: Helping Board Members with Fundraising · 51
Avoiding Conflicts of Interest · 52
Governance and Mangement - A Basis for Role Definitions · 54
Lines of Authority and Communication · 56
     Putting It into Practice Exercise 5: When Lines of Authority Break Down · 60
     Putting It into Practice Exercise 6: Is Our Structure Right? · 67
Clarifying Roles · 73
     Putting It into Practice Exercise 7: Bylaw or Policy? · 75
Tools and Sample Documents · 77
Check Your Progress · 88



E                                 N                                     T                   S

     Chapter 2 Keeping Boards Strong
     Learning Objectives · 91
     Summary · 91
     Committees: The Importance of Good Structure · 92
        Putting It into Practice Exercise 1: Using Committees Effectively · 95
     Ensuring Involvement in the Work of the Board · 99
     The Age-old Question: Term Limits? · 103
     Protecting Board Members · 103
     The Building Blocks for Creating a Strong Board - Board Development · 105
        Putting It into Practice Exercise 2: Developing a Profile Grid · 110
        Putting It into Practice Exercise 3: Board Member Orientation · 114
        Putting It into Practice Exercise 4: Creating a Training Calendar · 117
        Putting It into Practice Exercise 5: Completing a Board Member Agreement · 120
        Putting It into Practice Exercise 6: Which Evaluation Tool Works Best? · 123
        Putting It into Practice Exercise 7: How Do I Want to be Recognized? · 129
     Using Meetings Effectively · 130
     Tools and Sample Documents · 137
     Check Your Progress · 167


     Chapter 3 The Importance of Board Leadership
     Learning Objectives · 169
     Summary · 169
     Case Study: The Difference Leaders Make · 170
     Board Leadership Roles · 173
     Keys to Effective Leadership · 178
        Putting It into Practice Exercise 1: Evaluate Your Leadership Capabilities · 184
     Check Your Progress · 188



C              O      N          T          E           N    T    S

Afterword: Priciples of Great Boards in Action · 191
Action Plan · 194
Glossary · 197
Additional Resources · 199
Index · 202



A Note on the Standards and Practices 
Curriculum and Accreditation
Land Trust Boards: Preparing for Perpetuity is part of the Land Trust
Alliance's Standards and Practices Curriculum, and is designed to provide
you with guidance and tools to implement Practices 2B, 3B, 3C, and 3F.
This course will:

    * Help you understand the practices;

    * Provide you with tools to implement the practices in your
      organizations;
    * Inspire organizational change; and

    * Help you save more land for the long term.
The Standards and Practices Curriculum is made up of 15 courses that
cover 42 accreditation indicator practices. Indicator practices demon-
strate that a land trust is operating in an ethical, legal and technically
sound manner, and ensure the long-term protection of land in the public
interest. Voluntary land trust accreditation will provide independent
verification of these practices.
The evaluations contained in this book are for training purposes only.
They are not designed or intended to determine if your land trust is ready
for accreditation.
Completing a course does not necessarily demonstrate that an organi-
zation is actually carrying out the practice. Therefore, the Land Trust
Accreditation Commission will examine documents and information in
project files to verify that each indicator practice is being carried out
in the land trust applying for accreditation. This course and others in
the curriculum are designed to help your land trust understand how to
implement the practices.
Please note:

    * The curriculum is not required for accreditation; and

    * Completing the curriculum will not guarantee accreditation.
For more information on accreditation, visit www.landtrustaccreditation.
org. To learn more about the Land Trust Alliance's training and assistance
programs, visit www.lta.org.

                                                             Sylvia Bates
                      Executive Editor, Standards and Practices Curriculum
                 Director of Standards and Research, Land Trust Alliance






                                                                                   Introduction




                his course is part of the LandTrust Alliance's Standards and
                Practices Curriculum. It is part of the Alliance's response
                to an identified need and to land trust requests for an
    T intentionalandcoordinatedtrainingseriestohelpall
                land trusts implement Land Trust Standards and Practices.
The curriculum focuses on those practices from Land Trust Standards and 
Practices that help indicate a land trust is operating in an ethical, legal and
technically sound manner. Participating in the training curriculum and
adopting the policies and practices will help land trusts ensure the long-
term protection of land in the public interest. The training materials also
may be useful as a resource for organizations preparing to complete the
requirements for land trust accreditation.

Purpose and Approach to This Training Course

Why is board governance important to effective and 
responsible land conservation?
By definition, boards of directors are governing bodies. In that role, they           Governance: The fundamental
establish plans and policies and guide their implementation. The job of               decisions and authority that defines
governing is fundamental to an organization's health and survival. When               an organization and its work.
it is done well - when the board takes its governing role seriously and               Governance includes five major
carries it out conscientiously - the organization tends to reflect self-              elements: direction and outcome,
confidence and vigor in virtually all that it does. It moves purposefully to          rules and guidelines, capacity and
fulfill its mission. When governing is handled poorly, the organization is            resource development, leadership
bound to encounter any number of otherwise preventable problems with                  and personnel, and implementa-
its performance, and it will miss opportunities to fulfill its mission.               tion and results.
Good board governance is important for all nonprofit organizations, but
for land trusts it carries particular weight. While nonprofit organizations
by and large expect to stay in operation indefinitely, land trusts need to
think in unusually long-range terms and plan for organizational perma-
nence. They have an obligation to monitor the perpetual conservation
easements that they hold - and this obligation has no termination date.



      As daunting as this imperative may seem at first, it actually represents
 an opportunity for the land trust board to think in terms of establishing
      its organization as a true institution by becoming completely enmeshed
      in the fabric of the community. Using principles of sound board gover-
      nance, a land trust can attract strong leadership, count on vital commu-
      nity support and, in the process and over the long haul, achieve notable
 success in its conservation goals.
 A core principle of effective and responsible land conservation is the
 concept of perpetuity. It is impossible for any organization to guarantee
      that its work will stand forever; however, a land trust must try. The best
 way for a land trust to fulfill its promise of perpetuity is to create an orga-
      nization that sustains itself as a community institution - an organization
      that a community refuses to let fail (like libraries, schools, etc.). At the core
      of any community institution is a strong, effective board of directors. If a
      land trust implements effective principles of board governance, it is more
      likely to attract and sustain better community leaders, attract more signifi-
      cant support from the community, and ensure its long-term success.
      In addition, a board must understand and fulfill its fiduciary responsi-
      bilities, including upholding the public trust placed in the organization.
      In their trustee roles, board members must abide by ethical principles
      and adhere to legal requirements. These expectations are mostly common
      sense, but there are details that every group needs to know and perform.
      These expectations apply to the actions of the board member as an indi-
      vidual and to the board as a collective body. If these practices are imple-
      mented, not only will the land trust be more certain of legal and ethical
      operations, but it almost certainly will be stronger and more effective at
      fulfilling its conservation purpose.
      This course focuses on board accountability, a term that is often used
 loosely. In everyday parlance, an accountable person or entity is expected
 to be able to explain or justify an action, to account for it. However, we
 all know that it is possible to account for something that has taken place
 without being responsible for it or for its ramifications. For this course,
 accountability assumes the larger meaning of taking ownership of both
 responsibility and authority. A board of directors has the responsibility
 to direct the governance decisions of an organization and the authority
 to carry that responsibility to completion. The consequences of the land
 trust's governance actions - as well as any inaction - are attributable
 to the board of directors. Regardless of the strength of the staff (if there
 is one) or the degree to which responsibilities have been delegated to
 competent outside counsel, the board must accept that it is accountable
 for the successes and failures of its organization.



12        Land Trust Boards: Preparing for Perpetuity



Does this guide describe the only way to organize and structure a 
board?
No! This guide provides a model, not the model, for board governance
and structure. Other models exist and may be equally valid and help-
ful in supporting your land trust. The model presented in this course is
one that works well with many land trusts, and has been gleaned from                 The board must accept that it is 
the successes of many conservation groups. However, to make this (or                 accountable for the successes and 
any other model) work for a particular group, it may need to be adapted              failures of its organization.
and modified to fit the unique needs and culture of the organization.
Whatever model your land trust adopts, it should meet all the require-
ments of Land Trust Standards and Practices.

Who should take this training?
This course is designed for land trust board members, as well as other
volunteers and staff who are involved in helping build and support the
board of directors.

How long will the training take?
This course is designed to be taught in a 6-hour workshop. It also can be
used for self-study. The time required for these training approaches will
vary depending on the depth of exploration and the level of experience of
the persons using the curriculum.

Are there any prerequisites to this training?
No, the course materials are designed for a wide range of learners, includ-
ing those new to the subject and those seeking a refresher.

How can I use this student guide?
This course material is intended to be used as an instructor-led training,
self-study, review, and as a reference. It can be used at home, in the office,
in the board room, or in a training class.
For those who prefer classroom training, this course will be delivered on
a regular basis by qualified trainers at Land Trust Alliance conferences. In
addition, training sessions will be sponsored by land trust service provid-
ers and coalitions, organizational consultants and others.
You are encouraged to take this book back to your land trust and share
the material contained in it with your board, staff and volunteers. We
have noted several "Putting It into Practice" exercises that lend them-
selves especially well to in-house training and discussion.





                                                           Introduction        13



      How is this course organized and what will I learn?
      This course is organized into three chapters focusing on the core func-
      tions of the board of directors, steps to create and sustain an effective
 board, and critical elements of leadership development. In addition, a
 foreword and afterword provide a short anecdote of an organization that
      has embraced effective board governance to help make it successful.
      Within each chapter, specific learning objectives are identified and tied to
      the Standards and Practices they support. The ability to reach each objec-
      tive will depend on the attention the learner invests in the material. Those
      who have had little experience with a nonprofit board, especially a land
      trust board, may find it helpful to go back and read appropriate sections
      again or, if in a training session, ask for clarification. You can expect to
      gain a comprehensive understanding of the role and responsibilities of
      the nonprofit board and of the individual board member. In addition,
      the material will identify practical strategies for applying the learning.
      The most effective way of assuring that such strategies are learned is by
      applying them in the real world. This training, as well as other resources
      developed by and available from the Land Trust Alliance, can help.

      What resources will be available to me in taking this course?
      This curriculum will include the following resources:

          * Sample tools used by land trusts for effective board governance;

          * Templates that can be adapted and applied to a land trust;

          * Case studies of organizations that demonstrate effective use of
             these governance principles; and
          * An index for easy reference.
      This course also includes "Putting It into Practice" exercises that partici-
      pants can take back to their land trust for use in providing in-house train-
      ing and discussions.

      How can I get the most out of this Student Guide, especially in 
      self-study situations without an expert on hand to help me?
      This student guide is designed to be useful in both instructor-led and self-
      study situations, recognizing that the self-study learner will not get all of the
      benefit of discussion and feedback from an instructor and other students.
      You will get the most out of this guide by reading the chapters, working
      through the board evaluation and "Putting It into Practice" exercises, and
      taking advantage of the additional resources for further study identified
      in each chapter. At various points, you will receive specific guidance to
      help you understand the concepts presented in this course.



14        Land Trust Boards: Preparing for Perpetuity



However, it should be noted that some efforts to change board gover-
nance will be difficult to implement without the support of someone
with in-depth knowledge of the subject. Not every issue or challenge can
be identified and addressed in this guide. In particular, outside consult-
ing help can be critical in assessing the issues, in separating "symptoms"
from the core problems that cause them, and in creating an implementa-
tion plan that is appropriate for the particular land trust and its current
circumstances. In many cases, organizations may use this guide to begin
a process that includes additional assistance to complete.

Standards and Practices Covered in this Course
The following practices will be the focus of this course, including those
practices designated as "indicator practices" for accreditation (marked
with an asterisk):

    * Practice 2B* Nonprofit Incorporation and Bylaws. The land
      trust has incorporated according to the requirements of state law
      and maintains its corporate status. It operates under bylaws based
      on its corporate charter or articles of incorporation. The board
      periodically reviews the bylaws.
    * Practice 3A 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.
    * Practice 3B* 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.
    * Practice 3C* Board Governance. The land trust provides
      board members with clear expectations for their service and
      informs them about the board's legal and fiduciary responsibili-
      ties. 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.
    * Practice 3D Preventing Minority Rule. The land trust's govern-
      ing documents contain policies and procedures (such as provi-
      sions for a quorum and adequate meeting notices) that prevent
      a minority of board members from acting for the organization
      without proper delegation of authority.


                                                         Introduction          15



          * Practice 3E 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 also Practices
            3F and 7E.)
          * Practice 3F* 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 infor-
            mation 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.
 In addition, this guide will provide information that will be helpful in
 meeting the following practices (accreditation indicator practices are
      marked by an asterisk):

          * Practice 1A* Mission. The board adopts, and periodically
            reviews, a mission statement that specifies the public interest(s)
            served by the organization.
          * Practice 1B* Planning and Evaluation. The land trust regu-
            larly establishes strategic goals for implementing its mission and
            routinely evaluates programs, goals and activities to be sure they
            are consistent with the mission.
          * Practice 1C Outreach. The land trust communicates its mission,
            goals and/or programs to members, donors, landowners, the
            general public, community leaders, conservation organiza-
            tions and others in its service area as appropriate to carry out its
            mission.
          * Practice 1D* Ethics. The land trust upholds high standards of
            ethics in implementing its mission and in its governance and
            operations.
          * Practice 2A* Compliance with Laws. The land trust complies
            with all applicable federal, state and local laws.
          * Practice 4A* Dealing with Conflicts of Interest. The land
            trust has a written conflict of interest policy to ensure that any
            conflicts of interest or the appearance thereof are avoided or
            appropriately managed through disclosure, recusal or other
            means. The conflict of interest policy applies to insiders, includ-
            ing board and staff members, substantial contributors, parties



16        Land Trust Boards: Preparing for Perpetuity



  related to the above, those who have an ability to influence deci-
  sions of the organization and those with access to information
  not available to the general public. Federal and state conflict
  disclosure laws are followed.
* Practice 4B Board Compensation. Board members do not serve
  for personal financial interest and are not compensated except
  for reimbursement of expenses and, in limited circumstances, for
  professional services that would otherwise be contracted out. Any
  compensation must be in compliance with charitable trust laws.
  The board's presiding officer and treasurer are never compensated
  for professional services.
* Practice 4C* Transactions with Insiders. When engaging in
  land and easement transactions with insiders, the land trust:
  follows its conflict of interest policy; documents that the proj-
  ect meets the land trust's mission; follows all transaction policies
  and procedures; and ensures that there is no private inurement
  or impermissible private benefit. For purchases and sales of prop-
  erty to insiders, the land trust obtains a qualified independent
  appraisal prepared in compliance with the Uniform Standards of
  Professional Appraisal Practice by a state-licensed or state-certi-
  fied appraiser who has verifiable conservation easement or conser-
  vation real estate experience. When selling property to insiders,              Tips on implementing the 
  the land trust widely markets the property in a manner sufficient              practice or critical information 
  to ensure that the property is sold at or above fair market value              are noted with dragonflies.
  and to avoid the reality or perception that the sale inappropriately
  benefited an insider.
* Practice 6F* Investment and Management of Financial Assets 
  and Dedicated Funds. The land trust has a system for the
  responsible and prudent investment and management of its
  financial assets, and has established policies on allowable uses of
  dedicated funds and investment of funds.
* Practice 7A* Capacity. The land trust regularly evaluates its                  Important words are defined in
  programs, activities and long-term responsibilities and has suffi-
  cient volunteers, staff and/or consultants to carry out its work,              the margins and highlighted with
  particularly when managing an active program of easements.                     grasshoppers.
* Practice 7E Board/Staff Lines of Authority. If the land trust has
  staff, the lines of authority, communication and responsibility
  between board and staff are clearly understood and documented.
  If the board hires an executive director (or chief staff person), the
  board delegates supervisory authority over all other staff to the
  executive director. (See Practice 3E.)






                                                     Introduction          17






                                                                                 Summary




               his course works through the topic of board governance in
               three chapters. A foreword and an afterword contain the
               story of a land trust facing a tough decision on whether to
    T investheavilytobuildprofessionalcapacity,framingsome
               of the key questions that land trust boards face. A number
of questions are raised about how a board might make such a decision,
and what the decision might involve. The afterword provides some possi-
ble insights to the questions raised in the story.
Chapter 1 addresses the characteristics and elements of a land trust's
board of directors, including the roles that boards play within an orga-
nization, as well as the roles and responsibilities of the people who serve
on boards. Several key principles about what boards should and shouldn't
do are outlined within this chapter, including suggestions and tools that
land trusts can use to understand better the functions and functioning of
nonprofit boards.
Chapter 2 builds on the fundamental understanding of boards by describ-
ing what land trusts can do to strengthen and improve their boards of
directors. Key issues about committees, board engagement and meet-
ing effectiveness provide important tools and ideas for making the board
successful. Board development information focuses on how to recruit
and support the board your land trust needs.
Chapter 3 focuses on leadership, the single most important ingredient
for an effective land trust. Specific leadership roles and the keys to effec-
tive leadership are discussed.
Throughout the curriculum, examples, exercises, case studies, and tools
provide suggestions for you to apply the lessons to your land trust's
board. A set of exercises, resources and a glossary complete the course.
These materials can be used in a wide variety of training forums and
approaches, allowing groups to adapt the information provided here to
the specific needs of each land trust.






                                               Foreword · A Picture of an 
                                              Effective Board of Directors



               t was a tough decision - and it came at a critical time.
               The board of directors of the Tucker Regional Land
               Conservancy (a hypothetical land trust) was facing a criti-
     I caldecisionofgrowth.ItwasclearthattheConservancy
               might have a significant impact on the future health and
quality of its community - but not at its current level of capacity. Was
the land trust going to step up or back down?
Two factors were pushing the organization to make a decision. First,
developers had recently purchased two properties of great community
importance and targeted them for new subdivisions. These properties
had been taken for granted - until now, when they were about to be
lost. Second, the Conservancy had completed protection of two other
parcels that were hailed by the community as tremendous successes. As
a result of these two events, key leaders in the region were pushing the
board to step up its conservation efforts.
For more than six months, the decision whether to embark on a new,
broader conservation initiative had been on the horizon, with the under-
standing that such an initiative would require significantly greater orga-
nizational capacity. When the question of whether to transition into
a larger, more professional land trust was proposed, everyone easily
embraced the idea. Become bigger and stronger? Why not?
However, the reality of moving to a stronger governance board, with
professional staff and a more proactive conservation agenda, wasn't as
simple as all that. It required change: changes in board structure, changes
in the roles board members play, changes in the way the community
perceived the Conservancy. These were all appropriate changes, but they
were not easy ones. And the Conservancy was good at what it did at the
scale at which it worked. Why change what was clearly working?
Today, the board was fully prepared to make a decision. It was time to
decide the future of the organization and which path it would take. The
difficulty of this decision was palpable. Though there was tension in the
room, the group was prepared.



      In every board member's hands was a packet of information, organized
      with tabs, illustrated charts and diagrams. The information presented
      options: choices to be made by the board about how it could change. In
 the packet were several critical pieces of information:

          * A preliminary conservation plan reflecting the new initiative with
            priority lands for protection identified by partners, donors and
            landowners in the region. The plan didn't have all the fancy maps
            and tables yet. But it had a clear message: there was important
            land to be protected and it was going fast.
          * A leadership development plan that outlined specific steps to
            grow the capacity and capability of the organization. The plan
            had three major outcomes: greater diversity for the board, includ-
            ing representation from new parts of the community; new
            structures to support a greater variety of ways to get involved,
            including a trustee council of community leaders; and a staffing
            chart that described how the staff could be expanded to become
            a "professional" organization with up to five staff members, each
            with expertise in his or her specific area of responsibility. A list of
            more than a dozen community leaders who had indicated a will-
            ingness to help - somehow - was part of the plan.
          * A brief fundraising analysis, with a clear sense of potential and
            strategy. There was a simple message at the core of this strategy:
            to raise $6 million in the next three years, the group needed
            infrastructure and leadership. That would require an investment
            in board development, with both recruitment and training at the
            core. It would also require hiring more staff and, likely, different
            staff. This was an entirely different picture than the $143,000
            annual budget that now fueled the organization.
          * An outline of a proposal to the Dreyer Memorial Trust (a
            fictional foundation), asking for support for capacity build-
            ing and organizational development. The proposal was simple:
            invest $150,000 over three years to help build organizational
            infrastructure, and the Conservancy will match that amount in
            four years. To sweeten the pot and demonstrate its commitment,
            the Conservancy identified preliminary commitments from four
            "angel" investors, each willing to contribute $10,000 over three
            years to help kick off the initiative.
      This was a lot of information, and it had been pulled together quickly. Four
      separate committees had done the work: the Conservation Committee;
      the Fundraising Committee; the Board Development Committee; and an
      ad hoc Proposal Committee. Each committee included board and non-
      board members. Each had a strong leader as chair, and had completed an
      intense work plan.



22        Land Trust Boards: Preparing for Perpetuity



The board chair and members of the Executive Committee had called
every board member, answered questions and otherwise primed them for
the meeting. Now was the time to decide what was going to happen.
Methodically and completely, the board examined the information. The
chair handled the discussion masterfully - everyone had a say and no
one dominated. There was generous discussion; questions were raised
and answered. Finally, a proposal was laid before the board.
What decision did the Tucker Regional Land Conservancy make? We
don't know. What we do know is that the decision, regardless of outcome,
was bound to be a good one. The board was well prepared and had the
right people doing the groundwork to introduce the choices for discus-
sion. The decision drew on good background material that was gath-
ered and organized by a structure of working volunteers. The board was
committed to do what it could to best serve the community.
The decision facing the Tucker Regional Land Conservancy illustrates
the power of a strong board to meet the conservation challenges facing
a community. Whether the decision is to transform an organization to
move to the next level, or to maintain the strength and effectiveness of
a current plan and structure, well-managed boards are prepared to make
decisions that help their organizations make a difference.























                                                              Foreword    23






                        Chapter One · The Work of the Board 
                                                                     and Its Members



Learning Objectives
As a result of completing this chapter, you should be able to:

    * Describe bylaw clauses that foster good board governance (such
      as term limits, standing committees, required board meetings,
      attendance expectations, etc.);
    * Engage the board in a periodic discussion of the bylaws with
      respect to governance issues;
    * Understand the relationship between framework (bylaws) and
      details (policies) in defining board governance guidelines;
    * Draft a board member job description (or expectations of
      service);
    * Explain the legal, fiduciary and other key roles of the board to
      prospective board members;
    * Understand the most important things board members can do to
      assure responsible board participation;
    * Have a rudimentary understanding of the lines of authority
      between board and staff for various-sized organizations;                    Lines of authority: The separa-
    * Determine how often the board should meet and what type of
      meeting structure would work best for the organization;                     tion of board and staff functions
                                                                                  that both clarify the respective
    * Describe what information is needed for the board to make good
      decisions - on an ongoing basis (information for each board                 roles and strengthen the ability of
      meeting) and on an annual or periodic basis (information for                people within the land trust to work
      establishing strategic direction);                                          together effectively as a team.
    * Explain the importance of attending meetings and staying
      informed about the land trust's mission, goals, programs and
      achievements;
    * Describe the board's meeting attendance rate and level of involve-
      ment to funders and others;
    * Describe a process for managing decisions that involve a conflict
      of interest;
    * Determine the degree of delegation appropriate given the capac-
      ity and philosophy of the organization; and



                               The Work of the Board and Its Members        25



                                                * If the organization operates in one of the very limited instances
                                                   where the board delegates transaction responsibilities to manage-
                                                   ment with clearly articulated policies, then the learner should
                                                   be able to draft a board delegation of decision-making policy
                                                   for land transactions that includes a rationale and process for
                                                   delegation.

                                            Critical Elements of Successful Boards
                                            In the foreword, the Tucker Regional Land Conservancy had several key
                                            advantages in making their decision. None of these advantages came by
                                       accident. First, it had good people ready to step up and make decisions
                                            that the board needed to make. When faced with the reality of intense
                                            development pressure, the board was prepared to consider an increase
    People, plans and structures            in conservation pace. People understood the problem and provided the
  are key tools to organizational           leadership to address it squarely. If an organization wishes to make a
           success. They are the            difference, the single most important ingredient is leadership.
    base ingredients that boards 
        need to consider as they            Second, the Conservancy had effective plans to guide it. When the plans
  understand their function in a            were incomplete, the Conservancy developed new, more specific plans to
nonprofit organization and work             guide its decision-making. The plans weren't always multi-chapter docu-
    to develop their capabilities.          ments resulting from months of deliberation. In some cases, these plans
                                            worked as specific, ad hoc maps to guide a particular decision. In other
                                            cases, the plans were more general statements of intention and direction.
                                            In all cases, they were thoughtful and complete.
                                            Finally, the organization had relevant structures to manage the involvement
                                            of its leaders and ensure the focus was on its plans. The Conservancy's
                                            committees reflected the responsibilities of the board and the struc-
                                            ture of the plan. "Form followed function," and people's time was well
                                       organized. While committees did critical groundwork, they didn't "pre-
                                       decide" anything. Their homework came back to the board not as recom-
                                            mendations, but as options that empowered the board members fully to
                                       decide the issue on their own.
                                       People, plans and structures are key tools to organizational success. They
                                            are the base ingredients that boards need to consider as they understand
                                            their function in a nonprofit organization and work to develop their
                                            capabilities.
                                            Land trust boards are fundamentally accountable for the success of their
                                            organization, and have a responsibility to fulfill the promise made to the
                                            community when it incorporated. As a nonprofit organization, a land trust
                                            accepts an ongoing commitment to serve the public interest. Its board,
                                            which functions as the organization's governing body, is legally respon-



                                      26        Land Trust Boards: Preparing for Perpetuity



sible for making sure that commitment is kept. The board must ensure
that the land trust uses its resources - including the public support it
receives - to make the community a better place. Board members must
meet their legal obligation to exercise fiduciary responsibility and see that
the organization's operations embrace sound ethical principles.
                                                                                       Fiduciary responsibility: The ethi-
Evaluate Your Board                                                                    cal and legal requirements of board
                                                                                       action designed to ensure the orga-
Complete this initial questionnaire to get a sense of where your land trust            nization is fulfilling the public
stands in board governance. Use this as a simple starting point for further            trust given to it. This responsibil-
review as part of this workbook. If necessary, reduce the total number of              ity carries with it the duties of due
questions to reflect the key issues facing your organization.                          care, loyalty and obedience.
Read each question and answer yes, no, needs work, or I don't know, based
on your own perceptions and opinions about your land trust, not what
others believe to be true. If you do not know the answer, don't guess -
answer I don't know. Guidance on interpreting the results of the evalua-
tion follows.
   1. Does the board recruit leaders who, from the beginning, have a
      clear understanding of their fiduciary and personal responsibili-
      ties as governing leaders?
   2. Do board members respect and fulfill their responsibilities to
      manage and maintain confidential information in the best inter-
      ests of the organization?
   3. Does the organization have a clear conflict of interest policy that
      it incorporates as needed into its regular deliberations?
   4. Is the board's time spent developing and setting policies for the
      organization rather than on day-to-day operations?
   5. Is the current size of the board appropriate for accomplishing its
      work?
   6. Is the organization able to draw in capable people when vacancies
      exist, keeping the complement of board positions at full capacity?
   7. Does the organization have set procedures for electing board
      members and officers, and for staggering terms of members and
      term limits?
   8. Does a board development committee develop criteria for recruit-
      ing and selecting new board members, based on the current needs
      of the board?
   9. Does your organization have an orientation for new board
      members that covers roles and responsibilities as well as specifics
      about your programs?




                               The Work of the Board and Its Members             27



      10. Does the organization provide training for board members, offi-
          cers and committee chairs?
      11. Does your organization identify the skills and interests of all
          members in order to maximize the volunteer satisfaction in board
          roles and assignments?
      12. Are members recognized and appreciated for their contributions
          and accomplishments?
      13. Are materials, such as the agenda, minutes of the last meeting and
          background reports, mailed to board members before the board
          meeting?
      14. Does the board have effective working committees, such as
          finance, fundraising, personnel, and community relations, which
          report regularly to the board?
      15. Do the committees include both board and non-board members?
      16. Are committee members provided with job descriptions?
      17. Do board members have a good record of attendance at board
          and committee meetings?
      18. Do officers, chairs and board members understand their roles
          during meetings?
      19. Does your organization have a positive climate, enabling people
          of diverse perspectives to resolve differences and remain involved?
      20. Does the board periodically review and, as needed, revise its
          mission and direction?
      21. Is the direction of the organization - its vision, mission, goals,
          and strategies - used as the basis for developing programs, work
          plans and budgets?
      22. Does the board understand its responsibility for ensuring that
          the organization has sufficient financial resources to conduct its
          operations?
      23. Does the board have an active committee focused on fundraising?
      24. Does the board have a sufficient number of board members who
          participate directly in fundraising activities, including asking key
          donors for support?
      25. Is fundraising a component of board recruiting criteria?
      26. Does your board have a finance committee to oversee all of the
          organization's finances and make regular reports to the board?
      27. Does the board approve the annual budget?





28      Land Trust Boards: Preparing for Perpetuity



  28. Do all members understand the financial reports and balance
      sheets so that they are comfortable asking questions?
  29. Has your organization established internal controls necessary to
      safeguard its finances?
  30. Do board members provide leadership in making connections to
      and building support from the community?
  31. Is there a system for receiving information, ideas and suggestions
      from members, business owners and other potential "clients"?
For staffed organizations:
  32. Are the roles of board and staff members accurately reflected in
      the decision-making process of strategic planning?
  33. Does the board develop its own projects and work plans that
      reflect the priorities of the strategic plan?
  34. Does the board recognize its obligation to provide a reasonable
      salary and benefits package to its staff members?
  35. Are the executive director, board president and board members
      clear about their roles, responsibilities and authority?
  36. Does the board assume sole responsibility for setting policy?
  37. Does the executive director assume responsibility for implement-
      ing the policies and administering the internal operations of the
      organization?
  38. Are the relationships between board members and staff members
      characterized by openness, trust and mutual respect?
  39. If board members also serve as program volunteers, do they
      understand the different lines of authority for the two roles?

Guidance
After completing this exercise, look at all the questions that were not
answered yes (or, when done with a larger group, where anything but a
large majority of answers were not yes). Does this represent an area where
the organization needs to incorporate change and improvements? The
working assumption here for most land trusts is that yes represents a best
practice for the group. Should the answer be yes for your group? Why or
why not? Are there some areas where the challenge highlighted by these
questions represents more important or fundamental areas of consider-
ation? Use this discussion as a means to identify and prioritize the train-
ing and development needs of your organization.






                                 The Work of the Board and Its Members         29



                                    Different Types of Boards
                                    There are many different ways that boards choose to configure them-
                                    selves, and there are different ways boards look at their jobs. However, all
                               boards must meet their fiduciary role as a governing leader. Most boards
                                    frame how they will meet this fiduciary authority in the bylaws of the
                               corporation and other critical policies.*
                               Each land trust must choose the configuration and expectations that
                               work best for the needs of their community and the needs of the organi-
                                    zation; however, land trust boards are generally composed of the follow-
                                    ing defining elements.

                                    "Three Gs"
                                    Some boards define fundraising as the critical element of their work as
 All boards must meet               board members. They are made up of the three Gs - board members who
their fiduciary role as a      either give money, get money or get off the board. This somewhat humor-
      governing leader.             ous description is serious business for boards with a strong commitment
                                    to raising money. These groups will often have many different commit-
                                    tees on which board members are expected to serve - all of them about
                                    fundraising.

                                    "Three Ws"
                                    As opposed to the three Gs, a more common structure among community-
                                    based organizations is a board made up of equal parts of the three Ws -
                               workers, wealth or wisdom. This model recognizes that a core of board
                               members needs to have a focus on giving and getting money, but it also
                               suggests that others can make a meaningful contribution by providing
                               time and talent to the mix. These expectations are often built into the
                               diversity goals of the organization's recruiting efforts.

                                    Public Interest Boards
                                    One other defining element of a board is in the way it connects to its constit-
                                    uents. Most nonprofit groups are led by public interest boards, with members
                               recruited from among the constituents and supporters to represent a "broad
                               public interest."These boards will have members within specific stakeholder
                               and interest groups, but their duty is defined broadly to the public at large.
                                    Most land trusts are structured with public interest boards.

                                    *In addition to the governing board, some groups also organize a separate advisory 
                                    board or council, whose purpose is to provide input, resources and connections to the
                                    organization. These boards possess no real authority, have no fiduciary obligation to
                                    the organization and function more like a committee than a board of directors.



                              30         Land Trust Boards: Preparing for Perpetuity



Stakeholder Boards
In contrast to a public interest board, a stakeholder board is made up of
people who have the responsibility to represent a particular stakeholder
group in the work of the organization. These board members ensure that
the interests of their stakeholders are supported by their input and deci-
sions. They often advocate for the narrow interests of these stakehold-
ers rather than the broader interests of the community. Sometimes these
groups are coalitions of existing organizations. Watershed councils are
a classic example of a stakeholder board - the many interests within
the watershed are brought together to find common ground. While that
common ground is often narrow, it is powerful if supported by all the
stakeholders.
Land trusts that are structured with stakeholder boards often have emerged
as a result of some legal or political settlement. In many of these circum-
stances, the settlement agreement entered into by the parties of the suit
(an advocacy organization and a developer, for example) defined a govern-
ing board for a land trust that must represent various community inter-
ests. Through the agreement, the board might be required to be made up
of four members named by the developer, four board members named
by the plaintiff and four board members named by the city council. The
intent usually is to ensure that the group is serving the broad interests of
the community and the specific interests of the parties to the settlement.
The problem that sometimes occurs in this situation is that these "repre-
sented" interests take their role to be one of a stakeholder, not a public
representative. The "developer" board member thereby feels her job is to
ensure that the interests of the development community are served, rather
than the interests of the community as a whole. These groups are then
challenged to build consensus or cohesion. Conflict is common. Building
a board that has diverse experiences and connections to a broader set of
community stakeholders is very difficult to achieve because the board
itself has limited authority to define who serves on the board. Modifying
the constraints of the original settlement, and creating a single, cohesive
organization with a common purpose, is a critical strategy to overcome
the challenges of this situation.

The Tri-Valley Conservancy was created as an organization to admin-                  Example
ister a conservation plan that resulted from a development conflict
in eastern Alameda County, California. The settlement required that
the organization be composed of representatives named by the wine
industry, by the Friends of the Vineyards (a local advocacy group), by



                               The Work of the Board and Its Members           31



      the county supervisors, and by two city councils. For many years, the
      group struggled to diversify the board and to develop a cohesive lead-
      ership team beyond the narrow "stakeholder" roles. Recognizing the
      challenges this imposed on the effectiveness of the land trust, the group
      broadened its board membership to include board members named "at
      large" by the board itself. In addition, the land trust worked to define
      board member roles and loyalties more clearly. The group also tried to
      be more proactive in its work with the city and county, providing more
      guidance to these bodies on how best to choose their board member
      representatives.

                                         Notes





























32        Land Trust Boards: Preparing for Perpetuity



                         P   U   T   T   I   N   G     I   T     I   N   T   O     P   R   A   C   T   I   C   E   *   1



What Type of Board Are We?
Answer the following questions to determine which type of board leads your land trust. 
Do this with another board or staff member, if possible. Decide if the type of board 
makes sense given the current needs and circumstances facing your group. Guidance on 
answering these questions follows.

  1. Do our board members hold the core responsibility for the organization, or is
      it held by another board? On the most difficult questions, does a group other
      than our board get the final say?
  2. To whom do our board members show loyalty? Are there key commu-
      nity interests or stakeholders who have a specific say in how our board is
      developed?
  3. What are the fundamental responsibilities and expectations of board
      members? Do we expect board members to "give" and "get" significant finan-
      cial contributions for the land trust? Do we value other contributions to the
      effectiveness of the board besides fundraising?
  4. Considering the current circumstances facing our land trust, does the board
      type make sense to us? Are there ways to structure our board better to reflect
      the growth and development of the organization's capacity and capability? Do
      we communicate and acknowledge these basic aspects of our board to poten-
      tial and new board members, organizational partners - and to ourselves?

Guidance
  1. Having an outside authority (such as an elected body or separate organization)
      overseeing the work of your land trust suggests your board is more advisory
      than governing.
  2. The answer could define your organization as a stakeholder board (allegiance
      to other organizations or interests) or a public interest board (allegiance to
      your members and the community at large).
  3. Depending on how extensive the board's role is in fundraising and, in particu-
      lar, if there are other critical roles board members can play, the organization
      may be either a Three Gs board or a Three Ws board.
  4. If your current board type doesn't make sense, it may be time for your land
      trust to re-evaluate and, perhaps, make changes in your board structure, poli-
      cies and procedures. If you are considering taking such dramatic steps, it may
      be wise to bring in professional help to guide you.




                                 The Work of the Board and Its Members                   33



      Typical Stages for a Nonprofit Board
      In many ways, nonprofit boards resemble living organisms - they are
 born, they grow up, they mature, and at some point, they may die.
 Understanding how a board moves through these stages of development
 can be helpful to board members trying to understand their job.
 One common way of looking at a nonprofit board is through "orming."
 From this perspective, boards have four distinct phases:

         * Form - an organization is created, structured and underway.

         * Storm - the group faces the initial challenges that all groups face,
           often around issues of leadership, resources, responsibility and
           control.
         * Norm - the group works out its challenges, defines its roles and
           comes together as a team.
         * Perform - the group "gets on with it," putting its energy into its
           mission and making a difference in the community.
 These steps illustrate the challenges that come with start-up and initial
 transformations. Board members are well served if they understand that
 these stages are common and in many cases cannot be avoided.
 A more comprehensive look at organizational lifestyles compares the growth
 of an organization to the natural stages of human development. Again, this
 may help groups understand where they stand in their evolution.

         * Infant The point of conception, when a group agrees to begin
           working together on a given cause or issue. Its members may
           follow the vision of an inspirational leader or they may come
           together as a band of equals who share a common purpose and
           a desire to make a difference. These groups are often driven by
           vision, but have yet to work out the details of purpose and struc-
           ture. This lack of structure and systems often creates the first chal-
           lenges, and they are forced to consider a move to the next level.
         * Child Growing up requires new ways of doing things. This
           usually means adding some structure, both in the form of
           committees and perhaps with some limited staff. Learning about
           and sharing power is the focus of the child, and organizations at
           this level are beginning to see power and control issues emerge.
           Founders may concentrate their control. Teams may push leaders
           forward to guide them. These groups are now facing the reality of
           operations, yet their mission remains critical to them. Often the
           drive to fulfill this mission pushes them to the next level.
         * Adolescent The turbulent teen years are often a point of signifi-
           cant transitions. The core group or key founder may leave, and not
           always easily. Boards begin to delegate more to staff, and the board
           and staff struggle to identify lines of authority. Systems for board


34       Land Trust Boards: Preparing for Perpetuity



      development, financial management and fundraising are estab-
      lished. Greater definition of purpose and strategy emerge, and the
      organization begins to alight into a niche that fits its vision and
      capacity.
    * Adult Things begin to settle, and success is more complete with
      adult organizations. These groups often are characterized by a shift
      in the role and function of the board, with a focus almost exclu-
      sively on the direction and resources of the organization. Day-to-
      day operations are entirely left to the professional staff as the board
      concentrates on building capacity, defining outcomes or "ends,"
      and establishing the policies that will guide the executive director.
      Boards at this level are often called institutional boards or fundrais-
      ing boards. Their focus becomes more centered on institutional
      capacity and financial health. Within adulthood, there are differ-
      ent stages as well - a vibrant and engaged board that characterizes
      young adulthood; wise and determined leadership that characterizes
      middle age; and a satisfied and somewhat withdrawn involvement
      that may characterize the senior years. Fortunately, boards have
      more control over the pace with which they move through adult-
      hood that we humans do. Boards need not "retire" if they focus on
      maintaining the vitality and engagement of their members.
Boards looking to become more effective should consider where they
are in their evolution. The challenges of "moving to the next level" vary
greatly depending on the level at which they start.

Groups sometimes move through these levels slowly; others grow                         Example
quickly from infant to adulthood. The Columbia Land Trust in
Vancouver, Washington, is an excellent example of an organization that
has moved through all of these stages, some quickly and some more
methodically. The group formed in 1980 and soon moved from "child"
to "adolescent." It continued for more than 15 years as a small, tight
organization with limited staff. Its conservation work was character-
ized as "opportunistic" and "unsophisticated." In 1996, new leadership,
conservation opportunities and close organizational partners pushed the
organization to go to the next level. With its initial decision, the group
expanded its geographic focus from one county to 13 counties in two
states. Over a period of less than six years, the land trust expanded its
staff from one half-time person to 10 full-time employees. During this
same time period, the role of the board evolved from one of directly
completing projects to one of defining strategic direction, providing
governance oversight and developing relationships and resources. The
land trust is now much more effective and capable, but it has had to
work through the challenges that come with such growth, including lost
relationships, struggles to understand new and changing roles, and the
need to make significant investments in training and planning.

                               The Work of the Board and Its Members             35



P   U   T   T   I   N   G     I   T     I   N   T   O     P   R   A   C   T   I   C   E   *   2



              What is Our Stage of Development?
              Answer the following questions about the life cycle stage of your land trust. There are 
              no right or wrong answers to these questions. Your answers should help your land trust 
              identify where it is and where it wants to go.

                 1. Which of these levels best characterize our situation?
                       *    Infants - Strong on vision but lacking structure or capacity to fulfill that
                            vision. Basic leadership but few ways to perpetuate it.
                       *    Children - Basic structure but limited capacity. Staff and/or strongly
                            committed volunteers but not nearly enough to achieve what is needed.
                       *    Adolescent - Moving through transitions and establishing leadership
                            structures for long-term health. New systems and operational growth. Pro-
                            grams that are beginning to make a real difference.
                       *    Adult - Established structure and systems. Strong leadership and ways
                            to perpetuate it. Clear lines of authority between board and staff. Possible
                            "hands-off" attitude and approach.
                 2. What are the challenges of our current stage of development? How are these
                      issues different from what we've been through or what we may face in the
                      future?
                 3. What are the specific changes that we need to implement to take us to the
                      next level? Is the next level appropriate or desired?


















                             36     Land Trust Boards: Preparing for Perpetuity



Basic Board Roles and Responsibilities
In its collective role, the board of a land trust has specific legal, ethical and
practical responsibilities. Board members need to understand not only
these collective responsibilities, but also their individual responsibilities.
The governing board - and only the board - has the authority to deter-
mine the organization's vision, values and mission. It is responsible for:

    * Establishing strategic direction;

    * Promulgating governing policies;

    * Ensuring the availability of needed resources;

    * Assuring responsible fiscal management;
    * Evaluating the organization's progress;                                           The governing board - 
    * Hiring and evaluating the executive director (for staffed                         and only the board - has 
       organizations);                                                                  the authority to determine 
                                                                                        the organization's vision, 
    * Assuring fair personnel practices and a suitable workplace
       (for staffed organizations); and                                                 values and mission.
    * Monitoring its own performance and improving it as necessary.
For many, the board's role starts with policy. A board is responsible for
setting policies to guide the actions of the organization. Depending on
the size and number of other people involved, the board is also respon-
sible for implementing some or all of those policies. In cases where land
trusts have staff, boards may delegate responsibility for implementation.
Boards must create three types of policies:

    * Governance policies to define the outcomes and broad rules
       for how the organization will function. The strategic direction
       (including mission and goals) and bylaws for an organization are
       examples of governing policies.
    * Program policies to provide more specific guidelines on how
       the land trust will function. These include details about manag-
       ing finances, hiring staff and other rules for operating the
       organization.
    * Administrative policies, nearly at the ground level, to define
       procedures for how implementation will take place. Hours of
       operation and use of e-mail are examples of these policies.
While boards are fundamentally responsible for all actions within the
organization, they tend to delegate greater authority to staff (if they have
them) for the more detailed operational policies. Organizations with
more than four or five staff members, for example, generally will delegate
all administrative policies to staff, and will give greater authority to them
to frame or recommend program policies for the board's final approval.



                                 The Work of the Board and Its Members            37



      Whether large or small, professional or all-volunteer, governance policies
      should always be the purview of the board of directors.
      Board members' decisions follow the framework of these policies, with
 particular attention to the governing policies. The common governance
 decisions facing boards include:
        1. Direction and outcome. Often embodied in the strategic plan,
            the board decides the conservation and other program direction
            for the organization, and what outcomes or results it seeks from
            its investment. Examples of direction decisions a land trust board
            must make include:

              * What kind of land should be protected?
              * Which audiences should be educated?
              * What region should the land trust cover?
        2. Rules and guidelines. Sometimes referred to as limitations, these
            decisions frame the rules of operations. They often decide what
            the organization can't do in its effort to protect land. Boards must
            develop guidelines to answer dozens of questions, including:

               * Do we pay for easements?
               * Do we incur debt in our business model?
               * Will we partner with government agencies and
                other community organizations?
               * Will we allow landowners with conservation easements to
                 serve on our board?
        3. Capability and resource development. In order to protect and
            manage land forever, organizations need resources. But from
            where? Boards must decide what sources of revenue will fuel the
            work of the land trust, and what means it will employ to bring in
            funds. Basic questions of how to draw support from individuals,
            foundations and businesses are at the core of these resource issues.
            A board should consider developing a clear policy that estab-
            lishes standards for accepting or declining gifts. In crafting such
            a policy, a board should identify the kinds of gifts that have the
            potential to create ethical concerns, result in adverse publicity or
            bind the organization to inappropriate commitments.
        4. Leadership and personnel. Land trusts succeed if they have
            leaders to guide them. Boards must decide who they want to
            serve on their board, and how they can be best recruited and
            supported. In addition, the board must decide whether and how
            it will use staff and paid consultants to extend its capabilities
            and accomplish more. If people are the most important asset of
            an effective organization, leadership and personnel decisions are
            among the most important any group will make.



38        Land Trust Boards: Preparing for Perpetuity



  5. Implementation and results. Conservation happens when direc-
      tion and resources point to results. Plans that fail to incorpo-
      rate details for implementation rarely lead to accomplishments.
      A board must create specific implementation plans in order to
      make progress toward its designated direction. When appropriate,
      boards must hold staff accountable to do the same.
Boards are ultimately responsible for all of these functions, but they can
delegate some of these details to staff (if they exist). The most common
and appropriate approach is to delegate program planning and imple-
mentation details to staff members qualified to succeed. In fact, the dele-              Plans that fail to incorporate 
gation of these tasks often follows a board's recognition that staff is more             details for implementation rarely 
capable of fulfilling these functions than the board. This can be both a                 lead to accomplishments.
matter of expertise as well as sustained focus - something that staff may
be uniquely qualified to provide.
While it is a positive step to delegate some critical functions to staff, there
is a limit to what is appropriate. Leadership and accountability are impor-
tant responsibilities to retain within the board. Clearly staff members -
including a strong executive director - are essential partners to support
the board in these roles. However, when a board delegates too much of its
responsibility and lacks commitment to fulfill its basic governance func-
tions, it may fail in its critical role as community trustee.
For land trusts, this role of community trustee brings a specific respon-
sibility unique to conservation work. With few exceptions, land trust
boards make the final decision on all land transactions. Because these
actions are central to the organization - and full of potential challenges
- boards need to be engaged sufficiently and informed completely to be
able to make these decisions. (See specifically Land Trust Standards and 
Practices, Practice 3F: Board Approval of Land Transactions.)
There are some variations to this model of board governance. A few very
mature organizations have adopted the Policy Governance Model promoted
by John Carver. The model takes recognized lines of authority between
board governance and staff program management to its logical extreme. In
this model, the board limits its focus to only four policy areas:

    * Ends policies. Defining the outcomes or results expected by the
      organization
    * Executive limitations. Defining the limitations within which the
      executive director (and his or her staff) must operate
    * Governance process. The strategies and processes that the board
      must implement to assure its own health
    * Board-staff linkage. The manner in which authority is delegated
      and evaluated to achieve the ends and meet the limitations


                                The Work of the Board and Its Members              39



            This approach can be a winning strategy for groups with the staff capac-
                 ity and board leadership to make it work. The Vermont Land Trust
            (VLT), one of the most successful land trusts in the country, has used this
            approach since the mid-1990s. Driven by a need to define more specifi-
                 cally the mission of the organization, the board initiated a discussion
            that included questions about purpose, outcomes and roles. Through an
            extensive planning effort, the group decided to implement the core prin-
                 ciples of the Policy Governance Model, underscoring the board's job to
            look at the horizon - even over the horizon - to decide where the orga-
                 nization should be going. Staff was empowered to lead the conservation
                 process, with a clear responsibility to meet the outcomes (or "ends poli-
                 cies") established by the board, while working within the boundaries of
                 the executive limitations. The Vermont Land Trust is a perfect example
                 of an organization that can draw the best capabilities out of its board of
                 directors while effectively delegating all but the most central governance
                 responsibilities to the management team.
                 Below are several policies the organization has created to support the
                 Policy Governance Model. The first example describes the broad-
                 est outcomes (the "ends" VLT seeks to create); more specific language
                 describes outcomes for particular project types (for example, farmland
                 protection and community conservation).

Example                                   Ends Policy Example
            The principal objective of the Vermont Land Trust is to conserve lands
                 that support, enhance, or contribute to the vitality of the communities
                 and economy of Vermont.

                     * Communities as defined here include people, wildlife, build-
                      ings and land.

                     * Economy as defined here means local, land-based enterprises,
                      especially agriculture and forestry.

                     * Their vitality derives from diversity, innovation, equity,
                      opportunity and mutually beneficial relationships.

            VLT seeks to support settlement patterns:

                     * That give residents a sense of place, heritage and continuity.

                     * Where villages and community centers strive to retain the
                      open space that surrounds and defines them.

                     * Within which people derive a physical and spiritual connec-
                      tion to the natural world.



           40        Land Trust Boards: Preparing for Perpetuity



               Vermont Land Trust Policy Governance Overview


VLT seeks to support enterprises which:

    * Promote thrifty, responsible long-term productive use of land

    * Advance value-added products from our local farm and forest
      resources

    * Foster connections and communication between producers
      and consumers


                   Executive Limitation Policy Example
    * With respect to interactions with the public, including land-
      owners, communities, conservation partners, volunteers,
      funders, and donors, the President shall not conduct the
      organization's business in ways that are unsafe, disrespectful,
      undignified, unnecessarily intrusive, compromise Land Trust's
      reputation, or which fail to maintain appropriate confidential-
      ity and privacy.

    * With respect to political advocacy, the President shall not jeop-
      ardize the mission of the Land Trust, nor its tax exempt status.


                    Board Governance Policy Example
The purpose of governance is that the Board, on behalf of the people of
Vermont, guarantees the accountability of the Vermont LandTrust by assur-
ing that it (a) achieves appropriate results for the appropriate persons at
an appropriate cost and (b) avoids unacceptable activities, conditions, and
decisions. In fulfillment of this charge, the Board is committed to rigorous,
continual improvement of its capability to define values and vision.



                               The Work of the Board and Its Members         41



 The Board will govern with an emphasis on outward vision rather than
 an internal preoccupation, encouragement of diversity in viewpoints,
 strategic leadership more than administrative detail, clear distinction
      between Board and President roles, collective rather than individual deci-
      sions, future orientation rather than a past or present orientation, and
      pro-activity rather than reactivity.
      The Board will:

          * Exercise independent oversight of the performance of the
            Land Trust.

          * Cultivate a sense of group responsibility. The Board will be an
            initiator of policy, not merely a reactor to staff initiatives. The
            Board will use the expertise of individual members to enhance
            the ability of the Board as a body, rather than to substitute the
            individual judgments for the Board's values.

          * Direct, control and inspire the organization through the
            careful establishment of broad written policies reflecting the
            Board's values and perspectives.

          * Enforce upon itself whatever discipline is needed to govern
            with excellence. Discipline will apply to matters such as atten-
            dance, preparation for meetings, policy making principles,
            respect of roles, and ensuring the continuity of governance
            capability. Continual Board development will include orienta-
            tion of new members in the Board's governance process and
            periodic Board discussion of process improvement. The Board
            will allow no officer, individual or committee of the Board to
            hinder or be an excuse for not fulfilling its commitments

          * Monitor and discuss the Board's process and performance at
            each meeting. Self-monitoring will include the ongoing compar-
            ison of Board activity and compliance with policies in the
            Governance Process and Board-Staff Relationship categories.


 There are issues with this approach that keep many groups from adopt-
      ing it completely. Because the model limits the board's focus to ends poli-
      cies and executive limitations, it doesn't attempt to define the details of
      how to accomplish those ends. The executive director and his or her staff
      hold this responsibility. As a logical conclusion to this model, a group
      adopting the full Carver approach would not require board approval
      of the strategic plan, annual budget and individual land transactions.
      Handing over these core decisions may be challenging and inappropri-



42        Land Trust Boards: Preparing for Perpetuity



ate for many organizations, and is not an approach that the Land Trust
Alliance recommends for most land trusts.
In addition, Carver's model suggests two principles that many orga-
nizations would not endorse. First, it suggests that boards should not
function with standing committees. These groups, in Carver's opin-
ion, tend to diminish the board's authority. It also suggests that board
involvement in fundraising should be optional. Many groups are work-
ing hard to increase the level of board involvement in fundraising, not
limit it.
As with all models, the Policy Governance Model has elements that can be
useful for any group working to become more effective. The degree to which
an organization adopts the model will depend on how completely it endorses
the core principles of delegation of authority to the executive director.

Decision-making
There are many key decisions that must vest with the board. While the
timing of these decisions must be well coordinated among staff, commit-
tees and other groups, the decisions themselves rarely should be dele-
gated. The core governance issues of any organization fall to the board
for decisions, including:

    * Land transactions;

    * Budget and plan approvals; and

    * Broad policies that set the rules for the organization.
With the limited exception of those organizations that have adopted the
Policy Governance Model, groups should keep these decisions firmly in
the board's camp and ensure their engagement in the final decision.

The Job of a Board Member
The fundamental responsibility of a nonprofit board is as a community
trustee, stewarding the organization's resources for community benefit.
Nonprofits are private corporations, but they have at their core a public
purpose. Like their for-profit cousins, they have a board of directors and
a structure that values sound business principles. Unlike their profit-
driven relatives, their bottom line is community values. They exist not to
distribute profits but to benefit the community. Their success is measured
in how meaningfully they give back.
The board of directors embodies the trustee role. This often small group
of leaders has the authority and the responsibility to ensure community
benefit. Boards are legally responsible to the institutions that regulate
them, including the Internal Revenue Service, state attorney general and


                                The Work of the Board and Its Members         43



      other legal bodies. The board, in essence, represents the community and
 ensures the community "gets its money's worth."
 How the board chooses to fulfill this responsibility depends on a number
      of factors. There are as many different flavors of nonprofit organizations
      as there are communities they serve. Some boards are active, engaged and
      upfront in guiding the path of the organization. Others are more passive,
 delegating critical leadership roles to staff, experts and partners.

      Board Members' Duties
      Regardless of how they choose to fulfill their roles, board members can
      never escape their basic responsibility to ensure the organization is bene-
      fiting the community. The board's job can be captured in three different
      duties:
        1. Due care. Do board members make decisions as a "normally
             prudent person" would likely decide? Do the decisions made by
             the board reflect its careful use of community resources?
        2. Loyalty. Do members act in the best interests of the organization
             and put the interests of the land trust ahead of their own personal
             interests or those of other organizations?
        3. Obedience. Do members act in accordance with the organiza-
             tion's mission, bylaws, and applicable laws and regulations?
 To meet its fiduciary responsibility adequately, a board needs to act in good
      faith to fulfill these basic duties. These duties may seem old-fashioned. To
      some, they sound like rules for training your pet. However quaint they may
      appear, these principles are firmly grounded in statutory and case law, and
      are regularly used to judge nonprofit organizations on legal questions of
      fiduciary responsibility.
      The consequences of failure to follow these duties are significant. Board
      members who fail to fulfill their fiduciary responsibility may lose the
      protection accorded to them by state and federal law. For example, orga-
      nizations that fail to pay payroll taxes to the IRS may lose the protection
 of their corporate shield, and individual board members may be required
      to pay the outstanding debt.
      Many nonprofits include an indemnification clause in their bylaws,
      in effect providing for the organization's defense of board members in
      the event they are sued in connection with actions taken in the course
      of their board duties. In addition, many nonprofit organizations carry
      insurance policies, including directors and officers' liability insurance
      (often referred to as D&O), which covers legal costs in the event a lawsuit
      is brought against the organization. Having such coverage is good risk



44        Land Trust Boards: Preparing for Perpetuity



management, but it does not relieve board members from honoring their
legal duties. (For more information, see Practice 6I: Risk Management
and Insurance.)
There is no substitute for a board composed of individuals who apply
standards of prudence and good faith in all their activities on behalf of the
land trust. Board members protect themselves and their organization by                 Board members who fail 
understanding and applying the "reasonably prudent person" approach:                   to fulfill their fiduciary 
"What would a reasonably prudent person do in a similar situation?"                    responsibility may lose the 
Three specific expectations are part of this prudent person approach:                  protection accorded to them 
                                                                                       by state and federal law.
    * Avoid self-dealing. This is critical to all nonprofit organizations,
      and perhaps even more so with land trusts. Self-dealing involves
      any decision or transaction in which a board member receives
      personal gain. It must be avoided in fact (conflict of interest)
      and in appearance (perception of a conflict of interest). If land
      trusts have any interaction with board members that are also
      land donors, for example, the organization needs to take extreme
      care to avoid actual or perceived conflicts of interest. (Conflict
      of interest is covered more completely in the Land Trust Alliance
      course "Avoiding Conflicts of Interest and Running an Ethical
      Land Trust." See also Standard 4: Conflicts of Interest.)
    * Avoid non-management. This is an all too common problem
      facing land trusts. Board members fail to participate in prepara-
      tion and decision-making critical to the direction and function of
      the organization. Mostly, they just fail to show up.                             Board members protect them-
    * Avoid mismanagement. This is failure to follow good manage-                      selves and their organization by 
      ment procedures, including planning, regular meetings, accurate                  understanding and applying the 
      recordkeeping, and the like. For land trusts, many of these prin-                "reasonably prudent person" 
      ciples are defined in Land Trust Standards and Practices.                        approach: "What would a 
The "Principle of Good Faith" clarifies these concepts very well in its                reasonably prudent person 
general guidelines for board governance. The principle suggests that                   do in a similar situation?"
every board member should:

    * Attend board and committee meetings regularly;

    * Possess a thorough knowledge of the organization's charter and
      bylaws;
    * Heed corporate affairs and keep informed of general organiza-
      tional activities;
    * Ensure that minimum legal/technical requirements are met;

    * Record personal conduct and officially register dissents;

    * Avoid the semblance of self-dealing or conflict of interest; and

    * Make no financial profit from association with the organization.






                               The Work of the Board and Its Members             45



                                            Political Activity
                                            Politics may be at the core of a democratic nation, but it is dangerous
                                       territory for nonprofit groups. Politics is often described in two facets:
                                       electoral politics and legislative politics or lobbying.
                                       Nonprofit organizations classified as 501(c)(3) are strictly prohibited
                                       from engaging in electoral politics (any activity supporting or opposing
                                       candidates for office). The IRS will penalize or even close down organiza-
                                            tions found guilty of engaging in electoral politics. Board members must
                                            never use their land trust for partisan political purposes, and the board
                                            must make sure that the organization's staff does not do anything that
                                       could be construed as the land trust's endorsement of or opposition to a
                                            political party or candidate.
                                            Many people mistakenly think that 501(c)(3) organizations are prohib-
                                            ited from lobbying, which is defined as activity to influence directly a
                                       piece of legislation at the local, regional, state, or national level. IRS rules
                                            allow it, but the organization can use only a minor part of its annual
                                            budget for lobbying. That amount must be shown on the annual Form
                                            990 or 990EZ filed with the IRS. (Note: Organizations with gross receipts
                                       not normally more than $25,000 are not required to file this form, but it
                                       is still good practice to do so.)
                                       Many land trusts engage in public policy and lobbying at some level, even
                                            if they are not primarily advocacy organizations. While some land trusts
       Nonprofit organizations              deliberately avoid all policy discussion, feeling it would interfere with
      classified as 501(c)(3) are      their ability to protect land, most land trusts have some interest in policy-
       strictly prohibited from        making at the local, state or federal level. To have the benefit of a clear
  engaging in electoral politics       formula for the allowable amount to spend on lobbying, the organization
    (any activity supporting or        can file IRS Form 5768, thereby agreeing permanently to limit both its
opposing candidates for office).       direct lobbying and its grassroots lobbying to specified proportions of its
                                       budget. Land trust boards should become familiar with lobbying regula-
                                            tions at both the federal and state level. Note that state regulations may
                                            include provisions not found in the IRS regulations.

                Example                     The California Rangeland Trust has invested considerable resources in
                                            helping to establish public policies that support rangeland conservation in
                                       the state. Executive Director NitaVail has nurtured relationships, provided
                                       educational materials and helped legislators understand the issues facing
                                       ranchers in California. None of this would fit the technical definition of
                                       lobbying, but all of it has been invaluable to help support good conser-
                                            vation policy. In addition, the California Rangeland Trust helped pass a
                                       bill that created the Rangeland, Grazing Land and Grassland Protection


                                      46        Land Trust Boards: Preparing for Perpetuity



Act of 2002, initially providing $20 million for ranchland conservation
within the state. The organization has also supported numerous bond
initiatives over the past six years that invest billions of public dollars in
conservation. The California Rangeland Trust has been willing to push
hard for specific legislation that makes sense. Similar efforts nationwide
were instrumental to the 2006 expansion of federal tax incentives for
the donation of conservation easements. The California Rangeland Trust
continues to work with other groups to enhance the effectiveness of the
USDA Ranchland Protection and Grassland Protection programs.


For more information on lobbying, see Practice 2E: Public Policy and
the Land Trust Alliance courses, "Public Policy" and "Nonprofit Law and
Recordkeeping for Land Trusts."






























                               The Work of the Board and Its Members        47



P   U   T   T   I   N   G     I   T     I   N   T   O     P   R   A   C   T   I   C   E   *   3



              Testing Duties and Obligations
              Answer the following questions about the duties and obligations of your board members 
              to the land trust. Do your board members pass the test for loyalty and fiduciary 
              responsibility? Do the exceptions to these rules make sense?

                 1. Do board members have a fundamental allegiance to our land trust, or is
                      their involvement driven by the interests and agenda of another organiza-
                      tion? (Note: This question is particularly challenging to answer for a coalition,
                      which by definition has shared allegiances.)
                 2. Do board members have conflicts of interest between their involvement in this
                      board and their own personal gain? Where do any conflicts between personal
                      and organizational interests exist? What do we do to manage these conflicts
                      - is our policy and our procedure for dealing with conflicts clear and consis-
                      tently followed?
                 3. Do all board members consistently and actively engage in the decisions of the
                      board? Where do we have board members who are not fully engaged? Could
                      they better serve the organization in some other capacity?
                 4. What does the land trust do to ensure board engagement, participation
                      and knowledge? What steps could we take to support board members more
                      completely?




















                            48      Land Trust Boards: Preparing for Perpetuity



Raising Money - More Than Just a Good Idea
One of the most important functions that a board must fulfill - and
one of the greatest sources of conflict among land trust boards - is the
board's job of raising money. There is little doubt about the importance
of money in an organization. Money equals organizational fuel, and that
fuel leads to better conservation. As one conservation leader said, "Land
is a problem that money can solve." But how do we get it, and, more
importantly, who leads the way?
The best fundraising programs are carried out by community leaders who
understand that fundraising is an essential component of their responsi-
bilities as board members. The board member's specific fundraising job
will vary from one land trust to another, but building strategic relation-
ships that lead to more money for the organization should always be a
basic board responsibility.
For land trusts with paid staff, one of the biggest challenges is drawing
the distinction between the board's role in fundraising and that of the
staff. One approach is to delegate to the staff those fundraising functions
it is best able to fulfill. The activities that often make the most sense for
staff members to carry out are:

    * Membership recruitment and management;

    * Program development;

    * Grant proposal writing;

    * Management of earned income programs; and

    * Coordination of special events.
Staff members are usually well suited for these tasks because of their regu-
lar schedules, detailed program knowledge and the particular talents they
bring to the organization.
What's left for the board? Quite a lot. In addition to providing oversight
and support to staff functions as part of regular board governance, the
board frequently retains responsibility for building relationships with the
most significant individual donors. The critical theory that lies behind              People give to peers 
this responsibility is that people give to peers who have given. People are           who have given.
more likely to give to someone with whom they identify. In addition, the
request has added credibility if the person asking can say, "I've already
given. Will you join me?" A board member who has made a contribu-
tion will be perceived more as a peer and will thereby be more effective
in "the ask."
In this way, fundraising becomes fundamentally about relationship
building. Board members working with people who care about land



                               The Work of the Board and Its Members            49



      conservation and who have the ability to give can build a connection
      between these potential donors and the land trust. Board members
      can be organizational ambassadors, building greater awareness, greater
      support and stronger connections to the organization. This is where
      a board member's role goes well beyond just fundraising and into the
      broader role of "friend-raising."
      Working together, board and staff can effectively fulfill all the functions
      necessary to raise money. If the land trust has the right people with the
      right community connections, fundraising has great potential. If the
      organization has staff with the time and talent to organize campaigns,
      develop information materials and provide other support to the board,
      the team can be very effective. If the board and staff have worked out
      their respective roles and are able to function effectively as a fundraising
      team, the organization stands ready to thrive at fundraising.
      In planning for a successful fundraising program, it all starts with people
      - board members, volunteers and staff. Nothing is more important to
      fundraising than assembling the people whose commitment and talents
      will ensure fundraising success. Board members must know that their
      jobs include building relationships with key community supporters.
      Other volunteers who may support the board or staff need to believe that
      the contribution of their time to fundraising will be essential to commu-
      nity preservation efforts. Staff members need to understand their role in
      the process, which often includes specific fundraising functions as well
      as supporting board members in their roles. For most people who work
 in community organizations, fundraising isn't the only reason they get
 involved. For some, it may play no role at all. However, for at least a core
      group of leaders, it is the most vital role they can play in support of land
      conservation.
      For guidance on the legal and ethical aspects of fundraising, see Standard 5:
      Fundraising, and the Land Trust Alliance course "Ethical Fundraising for
 Land Trusts."













50        Land Trust Boards: Preparing for Perpetuity



                         P   U   T   T   I   N   G     I   T     I   N   T   O     P   R   A   C   T   I   C   E   *   4



Helping Board Members with Fundraising
This exercise is a good way to help board members understand the various roles they can 
play to help with fundraising, and to empower them to follow through on some of those 
roles. It is an exercise best used with the board of a single organization. It involves a four-
step process, the first three steps taking place at a board meeting or retreat, and the last a 
follow-up by the fundraising committee or fundraising staff.

Step 1. In a meeting with board members (and staff, if they exist), brainstorm a long
list of possible areas in which board members could help support fundraising. Make
the list as long and comprehensive as possible, but make it real; add only items that
actually help raise money.
Step 2. Ask each board member to fill out a sheet or card that highlights the fundrais-
ing activities that he or she would be willing to complete. Ask each board member to
list at least two items in addition to making a personal contribution. Have every board
member read at least one item out loud to the group that he or she is willing to do to
support fundraising.
Step 3. Collect the sheets and identify someone to follow up. For most organiza-
tions, this could be one or more members of the fundraising or major gifts committee
assigned to help follow through on board commitments. In other organizations, this
might be the executive director or development director.
Step 4. Follow through and expect board members to do the same. If board members
commit to fulfill some fundraising function, expect that they will and provide them
with the support and encouragement to succeed. If board members need to modify
their list, help them do it to make sure the list is attainable and realistic. Update the
list at least annually, or just prior to any major fundraising initiative.













                                 The Work of the Board and Its Members                   51



                                         Avoiding Conflicts of Interest
                                         All land trusts should have a written conflict of interest policy that they
                                    follow. This policy defines the situations in which a conflict of interest
                                    may occur and must be addressed, and the process by which the land
                                         trust resolves the situation. Resolving conflicts of interest is important
                                    to ensure that board members' actions are consistent with their duties of
                                    loyalty and care owed to the organization. For land trusts - especially
                                    groups that invite landowners of conserved properties to serve on their
                                    board of directors - this policy is particularly important.
                                    When developing such a policy, a board must make the distinction
                                    between real and perceived conflicts of interest. Both must be managed
                                    appropriately to ensure that the land trust's credibility and integrity
                                         remain strong.
All land trusts should have a 
  written conflict of interest           The following considerations may be helpful in the development of a
     policy that they follow.       conflict of interest policy.
                                           1. Disclosure of direct or indirect financial interest. Board
                                               members must disclose the ways in which they receive a direct or
                                               indirect financial benefit from their association with the land trust.
                                               Direct connections are more obvious, but indirect connections
                                               - when a board member may benefit from an intermediary or
                                               secondary connection - are also important to disclose. In the
                                               written policy, board members should be given clear direction
                                               on how to disclose their conflict, who participates in any conflict
                                               decision, and the specific details concerning when a board
                                               member should recuse himself or herself from a vote and gener-
                                               ally from discussion.
                                           2. Disclosure of conflicting organizational interests. Some board
                                               members serve more than one organization, or may serve a
                                               primary organization and be its representative to another group,
                                               such as a coalition. In these circumstances, board members may
                                               have competing or opposing loyalties that should be disclosed
                                               to both organizations. Such conflicts are most common in areas
                                               related to funding, including having confidential information
                                               about grant-making groups, donors and other organizational
                                               supporters. The conflict of interest policy should outline the
                                               procedure for disclosure and participating in decisions.
                                           3. Anti-nepotism for board members. One of the most trouble-
                                               some aspects of conflicts of interest revolves around hiring
                                               persons related to board members. If the policy states that the
                                               hiring of a person related to a board member requires a vote of
                                               the board, it should also prohibit the related board member from
                                               participating in the discussion or voting on the action. If hiring


                                   52        Land Trust Boards: Preparing for Perpetuity



   is a staff decision, the conflict of interest policy should require
   disclosure of the anticipated hiring to the board and approval by
   the board (absent the involvement and vote of the related board
   member) before the hiring occurs.
4. Compensation for board members. In some circumstances,
   land trusts will face the prospect of hiring a board member or
   a board member's employer, family member or related party.
   Compensation of board members, either directly or indirectly via
   payment for services or contracts, leads to the risk that decisions
   will be made that are more in the interest of the compensated
   party than in the public interest the organization was established
   to serve. Direct or indirect compensation may also be construed as
   private inurement. This can jeopardize the land trust's tax-exempt             Private Inurement occurs when a
   status. The land trust's conflict of interest policy must outline              person who is an "insider" to the
   the procedures for business transactions in these circumstances.               tax-exempt organization, such as a
   These transactions are often subject to the greatest scrutiny, so the          director or an officer, derives a bene-
   land trust might choose to prohibit certain transactions, or set up            fit from the organization without
   special procedures such as a competitive bidding process.                      giving something of at least equal
     It is important to remember the critical question in this conflict           value in return. The IRS prohi-
   of interest situation: "What is in the best interest of the organiza-          bition on inurement is absolute.
   tion?" In some circumstances, the interest of the organization is              The IRS also imposes penalties on
   best served by hiring a board member to complete a specific task.              directors, officers, key employees,
   Managing the fairness of the process and the public perception of              and other insiders who engage in
   the decision are then the most important considerations in main-               transactions that confer an excess
   taining the land trust's credibility. For a detailed discussion of             benefit on the individual (so-called
   board compensation, see Practice 4B: Board Compensation.                       "excess benefit transactions").
5. Reimbursing board members for expenses. While a board
   member can claim unreimbursed, out-of-pocket expenses as a tax
   deductible charitable contribution, board members often prefer
   to be reimbursed. It is appropriate, and generally a sound prac-
   tice, for a land trust to reimburse these expenses, provided that
   they are approved in advance and are consistent with the organi-
   zation's financial policies and procedures.
6. Board members' use of land trust property. The conflict of
   interest policy should also state that board members may not be
   granted special privileges to use property owned or managed by
   the organization unless it is directly related to supporting the
   organization. For example, use of a facility for a personal gather-
   ing that is otherwise not available to the general public is inap-
   propriate. However, if the purpose of the gathering is to generate
   financial support for the land trust, it may be warranted.
7. Gifts and gratuities for board members. The policy should
   specify the circumstances under which board members may
   accept gifts or gratuities from individuals or corporations doing



                            The Work of the Board and Its Members           53



                       business or seeking to do business with the organization. Such
                       gifts, if allowed at all, should be restricted to those of nominal
                       value, and must be disclosed immediately to the rest of the board.
                   8. Political activities of board members. Given the IRS restric-
                       tions on public charities participating in political activities, the
                       land trust should prohibit board members from using the orga-
                       nization for political purposes. The conflict of interest policy
                       can specifically bar the use of the nonprofit's name, facilities and
                       property for personal or partisan electoral activities.

Example     The Yakima Greenway Foundation in Washington recognized that a key
                 cause-related marketing project with a local business had the potential to
            raise public awareness and significant money for the land trust. The foun-
            dation sent out a "Request for Proposal" to local marketing companies
            and selected the best proposal from the four submitted. That proposal
            came from a marketing firm run by one of the land trust's board members.
            To ensure the process was fair, the board member was not present during
            any deliberations about the project. The selection process was coordinated
            by the executive committee and presented to the board for final approval,
            with the conflicting board member not present in either forum. Once
            her firm was selected, the board member took a leave of absence from the
                 board during the term of the contract, receiving no compensation during
                 the time she was on the board. Finally, the organization took extraordi-
            nary steps to contact donors, key supporters and others (including the
                 other firms that submitted proposals) to explain how the process had been
                 run and why the board felt the selection was in the best interests of the
            foundation and the community. In this way, the organization effectively
            managed a conflict of interest and maintained its credibility within the
            community.


            Conflict of interest is a complex and sometimes tricky issue. For a more
                 complete treatment of this topic, including a template for creating a conflict
                 of interest policy for your land trust, see the Land Trust Alliance course
                 "Avoiding Conflicts of Interest and Running an Ethical Land Trust."

            Governance and Management - 
            A Basis for Role Definitions
            As described above, the board is accountable for all functions of an orga-
            nization. A board with paid staff can delegate some of those functions,
                 helping to focus the board on the areas where it can best serve the orga-



           54        Land Trust Boards: Preparing for Perpetuity



nization. It is therefore helpful to make a distinction between the work
ideally suited for the board and that work best suited for staff. This
distinction is often one between governance and management.
Governance includes those functions that are fundamental to the role of
trustee - those that provide direction, and ensure leadership and overall            Governance includes those 
accountability. These include:                                                       functions that are fundamental 
                                                                                     to the role of trustee - those 
    * Mission and strategic direction. Setting a direction for the orga-
      nization that reflects community needs.                                        that provide direction, and 
                                                                                     ensure leadership and overall 
    * Financial accountability. Managing financial resources that
      ensure honesty and cost-effectiveness.                                         accountability. 
    * Leadership development. Developing the human resources
      that lead the organization today and in the future. This includes
      developing the board and other governance volunteers, but also
      (for staffed organizations) includes hiring the executive director
      - perhaps one of the most important decisions any board will
      make.
    * Resource development. Developing financial resources that
      support program activities.
Management includes those functions that provide the program activities
and support to accomplish the goals of the organization. These usually
include:

    * Program planning and implementation. Taking the organiza-
      tion's mission and strategic direction to the next level and putting
      it into action.
    * Administration. Ensuring the effective management of the
      details behind the programs.                                                   Management includes 
For smaller organizations (with three or fewer paid staff), the board                those functions that provide 
usually delegates only some of the management functions to staff. For                the program activities 
larger organizations (with four or more paid staff members), the board               and support to accomplish 
often delegates nearly all of the management functions to staff. The                 the goals of the organization.
board should never delegate the governing functions to staff because
these represent its core responsibilities to the organization's constituen-
cies and the general public.
The standard view is that boards establish policies and the executive
director implements them. It is not quite that simple and probably never
was. A strong board recognizes that it does not want a "yes" person as the
executive director. A good executive director wholeheartedly supports the
mission of the organization, is quick to perceive threats, and acts deci-
sively to deal with them. A good executive director is also good at recog-
nizing opportunities and at times creating them, does not hesitate to
make strong recommendations to the board regarding plans and policies


                                The Work of the Board and Its Members          55



      (basing those judgments on solid information), and marshals the staff
      and volunteers for the work that needs to be done. These are all leader-
      ship qualities. At the same time, the person who takes on this large task
 must be sensitive to boundaries, taking care not to usurp the role of the
 chair and also carefully cultivating a strong relationship of trust with the
 entire board.

      Lines of Authority and Communication
      For organizations with staff, the distinct roles of governance and manage-
      ment can help a land trust develop the jobs of board and staff members
 as well as structures that support these jobs. Understanding the lines of
 authority and communication that accompany these roles is critical in
 building a positive team and strong working relationships throughout
 the organization.
 The governing functions vest with the board and are directed by the
 board's leadership. At the top is the board chair or president (usually the
 same thing, but named differently by different organizations). The board
 chair is responsible for ensuring strong, effective work by the board of
 directors. However, he or she doesn't work alone; he or she works with
 a leadership team that includes officers, committee chairs and others.


                             LINES OF AUTHORITY

                GOVERNANCE                         MANAGEMENT


            Board Chair         Leadership Team           Executive Director


                 Committee Chairs                        Staff




                 Board of Directors           Unpaid Staff/Volunteers
               Committee Members




             Staff Members serving as        Board Members working as
              resources to the board               program volunteers






56        Land Trust Boards: Preparing for Perpetuity



This leadership team engages and oversees the involvement of all board
members and non-board volunteers whose focus is on the governing
functions within the organization. Staff members can be a resource to
support this working structure, often providing information, preparation
and logistical support to the work of board governance committees.

Board and Staff
On the management side, the board hires an executive director to lead the
management and program implementation functions. The director will
hire additional staff (as the budget allows), and recruit program volun-
teers who work to implement the land trust's programs. These volunteers
play a role that is identical to the role of paid staff - except they are
unpaid for their service. Effective organizations often recruit, support
and evaluate their program volunteers the same way they do their staff.

Board Members as Volunteers
Because board members are themselves volunteers, land trusts face signif-
icant challenges inherent in any organization that combines program
volunteers and paid staff. Board members wear two different hats in these
situations. As governing leaders, they set the direction, make policies and
provide resources to support the staff's effective program management
role. As program volunteers, they work for the staff and take their direc-
tion from the leadership provided by the executive director.
Difficulties arise when board members fail to recognize the difference
between these two roles and begin to confuse them. A board member
working as a program volunteer should never tell staff members how to
do their jobs. That's the role of the executive director - it's what the
board has hired him or her to do. If there is a concern about how the
executive director is doing his or her job, the board member must retreat
back to the role of board governor, providing direction and getting feed-
back from the executive director on how well his or her leadership is
meeting the outcomes outlined by the board. In this function, the board
chair provides the critical leadership.
Overstepping this governance/management line is what is meant by "micro-
managing." It's a common problem in land trusts, and often stems from a
combination of leadership enthusiasm and confusion about lines of author-
ity. Left unchecked, it can create great conflict between the board and staff.
Ironically, micromanagement also diminishes the degree of accountability
a board can have with staff. If the board gives responsibility to staff but fails
to give the necessary authority, staff doesn't have the ability to do their jobs




                                 The Work of the Board and Its Members               57



                 as they feel they should be done. Accountability for success or failure comes
                 when someone has both responsibility and authority.

Example          One land trust had several board members whose early involvement in
                 the start-up of the organization meant that they were directly involved
                 with many of the detailed program responsibilities. As the organization
                 added professional staff, the board delegated responsibility for land acqui-
                 sition and stewardship to the executive director and her staff. However,
            two of the founding board members were unable to pull back to a new
                 role of governance, and continued to provide "oversight" to the conser-
                 vation staff that usurped the leadership responsibilities of the executive
            director. Unable to resolve this issue, the organization lost an executive
            director who was unwilling to remain caught in the middle of this micro-
                 management problem. The group struggled to find an appropriate new
                 leader until it was able to fix this problem.


                 There is a narrow set of circumstances in which the board is obligated
                 to micromanage the staff. When it becomes clear to the board that staff
            are failing in their management role and that the direction and poli-
                 cies established by the board are not being followed, the board has little
                 choice but to step in to resolve the problem. Such a move is consistent
                 with the board's fundamental job as the leadership entity responsible for
                 all facets of the organization. However, such action nearly always repre-
                 sents the first step in a change of staff leadership.

                 Board and Staff Communications
                 Staff can find itself similarly challenged from its side of the equation.
                 Staff members often have great insight into the needs and opportunities
                 facing the land trust. Their insight should be valued and incorporated
                 into the decision-making process. Effective land trusts create a process for
                 how staff can provide input to board members.
                 Staff members should provide feedback and information to the board,
                 including (as appropriate) suggestions for key needs, opportunities, chal-
                 lenges, and policy decisions. This can be done in a variety of ways, and
            should be coordinated by the executive director in his or her leadership
                 role with the staff. Staff members should not lobby board members indi-
                 vidually to push through a directive or issue that they feel is important
                 unless asked to do so specifically by the board and executive director.





           58        Land Trust Boards: Preparing for Perpetuity



Board Chair and Executive Director
The relationship between the land trust's chief volunteer officer (usually
the board chair) and its chief executive officer (commonly the executive
director) is one of the most critical relationships in the entire organiza-
tion. If this relationship falters, board and staff alike suffer.
The board chair and executive director have the critical job of managing
the lines of authority in nonprofit groups. Their leadership on the gover-
nance and management sides of the organization, respectively, ensures
the successful delegation of authority and responsibility. If a problem
begins to emerge with micromanagement or staff lobbying, each must
be prepared to address that problem head-on. Left to fester, these prob-
lems can destroy the trust and confidence board and staff members have
in each other.
One mistake that groups often make when faced with a desire to have
clear lines of authority is to suspend any lines of communication between
board and staff members (other than the executive director and board
chair). This approach is unfortunate and misguided. Board and staff
members both benefit by having opportunities to interact, share and
support each other. Communication between board and staff members
should be strongly encouraged to the degree that it is positive and support-
ive of the work of each. Applying a gag order or other barrier between
board and staff members eliminates the positive benefits of board-staff
interaction for fear of the potential negative impacts of interactions gone
awry. If everyone understands and respects the lines of authority, issuing
such artificial restrictions should be unnecessary.
It is significantly better to build strong, positive and clear channels of
communication and to have clear lines of authority so that board and
staff know they need to follow unambiguous protocol on certain issues.
Board members should recognize, for example, that it would be improper
to make critical remarks about the executive director to an employee.
Employees should be aware that it would be improper to run immedi-
ately to a board member with a grievance rather than taking it to the
executive director.










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              When Lines of Authority Break Down
              The issue of lines of authority is one of the most common challenges facing a land trust 
              board. How to resolve these conflicts and who takes the lead are important questions 
              for boards to consider. Read the examples and answer the questions below. Guidance on 
              reading the examples and answering the questions follows.

                   Example 1: The Tucker Regional Land Conservancy has strong leadership
                   provided by their finance committee chair, Pat. Her in-depth understanding of
                   the financial details of the organization is essential to effective decisions. Her lead-
                   ership often includes providing direction to the finance director (a staff person
                   named Becky), including how Becky can support the work of the finance commit-
                   tee. Pat and Becky together offer a wealth of knowledge and experience in finan-
                   cial management.
                   Problems arise when Pat's direction to Becky goes beyond committee support. On
                   occasion, Pat directs Becky to take steps that clearly fall within Becky's authority
                   as finance director. Becky defers to Pat because of Pat's depth of knowledge - and
                   forceful style. When this direction is in conflict with the direction provided by
                   Dick, the executive director, it puts Becky in a particularly difficult spot. Dick
                   is providing direction to Becky that differs from that provided by Pat. Pat is the
                   most knowledgeable on the subject and, as finance committee chair, has a lead-
                   ership role on financial issues. She feels strongly that her fiduciary responsibility
                   includes oversight of the financial health of the organization.
                   Dick brings the issue to the board chair's (Louise) attention. Together, Dick and
                   Louise make a plan for what should be done.

                   * What is the appropriate limit to Pat's authority? What is the difference
                      between micromanagement and governance oversight?
                   * What is the role that Dick, as executive director, should play in resolving this
                      conflict? What role should Louise play?
                   * What's the best way to clarify the appropriate lines of authority without
                      punishing a board member? What can the group do during board orientation
                      to help clarify this? What should it do on an ongoing basis?








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Example 2: The board has provided clear direction on how the organization will
position itself on a controversial land use issue in the community. This direction
includes the way the organization will engage the media about its position.
Yet today, Lucinda, a board member, is aghast to find a front page article on the
land trust's position on the land use dilemma, with several quotes from Program
Director Robert in the article that contradict the board's position. When Lucinda
calls Robert about the article, he is unapologetic. He dismisses Lucinda's concerns
explaining that this is an implementation decision and within his responsibility
as program director.

* What is the right course of action for Lucinda and the board?

* Who should lead the conversation with Robert while still maintaining an
  appropriate line of authority? Should Robert be held accountable for violating
  board policy?
* How would the discussion be different if Robert was a volunteer?

* Where did the lines of communication break down, and how could this be
  corrected?
























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                   Example 3: The board learns that an executive director has forbidden staff to
                   talk to board members in order to preserve the lines of authority between board
                   and staff. The staff follows this directive completely, and the board's only point
                   of contact with the staff is through the executive director. While staff occasion-
                   ally participates in board meetings, it is under the strict control of the executive
                   director.
                   A confidential note from the bookkeeper comes to a board member that provides
                   pretty strong evidence that the executive director is engaged in fraudulent activi-
                   ties, some involving land trust resources. The allegations are more than contro-
                   versial; they appear to be potentially criminal. The staff person has known about
                   these problems for some time, but was prevented from talking to the board by the
                   executive director's policy.

                   * What is the appropriate step for the board member to take regarding the alle-
                      gations? How should lines of authority be managed in a situation that could
                      involve malfeasance of the staff leader?
                   * If a staff person has this kind of information, how is it best revealed? How
                      does an organization prepare for this kind of challenge?
                   * How does a board balance the authority an executive director has to manage
                      the interactions of board and staff members while maintaining a healthy
                      line of communication? How can a land trust prevent this problem from
                      emerging?



















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Guidance

Example 1

   * A board should have ongoing training and orientation on the appropriate lines
     of authority between board and staff members. A land trust cannot expect
     every board member to understand and follow these guidelines unless they
     have been given the information and tools to apply it. Louise, as chair of the
     board, must remind Pat and other board members of their governance role on
     a regular basis.
   * When a board member steps over the line, it is the board chair's job to resolve
     the problem. When a staff person steps over the line, the executive director
     should take the lead.
   * Oversight suggests evaluation and review to ensure that policies are met and
     direction is sufficient. In this situation, Pat, as chair of the finance committee,
     should be working with Dick and Louise to provide the necessary financial
     oversight. Direction suggests providing more specific supervision to complete
     tasks in a particular way. As executive director, Dick is responsible for provid-
     ing this direction to Becky. In general, boards should play an oversight role
     with staff, not supply direction. The exception to this, of course, is the direc-
     tion provided to the executive director, where the board chair will supervise
     the staff leader on behalf of the board.
   * The team of board chair and executive director are critical to the successful
     management of lines of authority. Both must be fluent on these issues, and
     must recognize the leadership responsibility of the other in addressing these
     challenges.

Example 2

   * The board hires the executive director to implement the direction and poli-
     cies it sets. The executive director in turn hires staff (including unpaid staff).
     If a problem with lines of authority is happening with staff, it is the executive
     director's job to fix it.
   * Board members work through the board chair in addressing staff issues. The
     board chair funnels those issues and concerns directly to the executive director.
   * If an executive director fails to fulfill his or her responsibility in managing the
     staff, the board's job is to find a way to fix that problem directly with the exec-
     utive director, not step in and do his or her job.






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              Example 3

                   * Safeguarding the resources and reputation of the land trust is one of the
                      most important jobs the board must do. If there is a potential threat to those
                      resources or the organization's reputation, the board must act swiftly and effec-
                      tively to nullify the threat. The board should immediately investigate the alle-
                      gations and if there is enough evidence, fire the executive director and contact
                      the proper authorities.
                   * When serious breaches of duty are likely, a board is justified in overstepping its
                      lines of authority. This is often the first step in the exit of the staff leader, so a
                      board must think carefully before taking this step.
                   * Healthy board­staff interactions should be encouraged, with a clear under-
                      standing about the differences between lines of authority and lines of
                      communication.
                   * An effective personnel evaluation of the executive director includes a process
                      for the staff to provide the board with confidential input on his or her perfor-
                      mance. If handled effectively, this can be done in such a way as to maintain a
                      positive set of relationships and procure constructive feedback on the execu-
                      tive director's performance.
                   * In addition to an effective evaluation process, good personnel policies provide
                      for a grievance and whistle-blower process if staff members have concerns
                      about the performance of the executive director. These provisions identify how
                      staff members can bring issues to the board's attention in a way that doesn't
                      break down good lines of authority, and that protects the staff member whose
                      job should not be jeopardized if he or she challenges the actions of his or her
                      supervisor.
















                            64      Land Trust Boards: Preparing for Perpetuity



Modifying Committees to Reflect Lines of Authority
Land trusts that have gone through significant growth often have outdated
organizational structures. These groups have "remnants" of their old orga-
nizational structure, initially created when the board program committees
were led by volunteers. Catching up and bringing the structure current
can be challenging.
Program committees, which include education, stewardship and land
protection committees, are important ways for boards to organize people.
In this way, the program committees define the issues that require full-
board decisions, and follow through on those issues between board
meetings.
At about the time these committees are functioning at their peak, a grow-
ing organization often hires professional staff to lead program develop-
ment and implementation. These functions may be fully delegated to staff
because it has the expertise and focus to succeed. What happens then to
the program committees?
Because these committees may be operating at peak levels of performance,
its members may be reluctant to delegate any functions to staff, or, if not
reluctant, may be unsure how to effect such a transition. At the same time,
new staff may be eager to take on the work but hesitant to step on the
toes of experienced volunteers. If the program committees remain board
committees, they can confuse the delegation decision made to staff. Does
the executive director have the authority to define the implementation              If the program committees 
specifics of a stewardship program or does the committee?                           remain board committees, 
                                                                                    they can confuse the delegation 
Many organizations fail to recognize this conflict, and confusion between           decision made to staff.
the authority of board committees and staff is common. The solution is
to restructure the committees to reflect the board's and staff's new roles
in relation to the land trust's programs. The transition can be difficult.
Board members are often reluctant to let go of their traditional roles as
program leaders despite their recognition of the staff's responsibility for
these functions. Ultimately, these individuals can continue to participate
and actively support the program functions as program volunteers -
essentially unpaid staff - while wearing a different hat (as board gover-
nor) at other times.

                                                                                    Example
The Columbia Land Trust in Washington grew its staff capabilities
significantly in a short time, and quickly delegated land conservation
responsibilities to the staff (while retaining final project approval by
the board). The organization understood that the job of conservation



                              The Work of the Board and Its Members           65



 fundamentally was a staff job, yet the Lands Committee remained a
 board committee. The board clarified the roles of board and staff related
 to land conservation, and gave more authority to the staff to manage
 the Land Committee as a resource to support its work. Board members
 remained active on the committee, but served as program volunteers
 directly supporting the staff.


                                   Notes
































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Is Our Structure Right?
Review the four organizational charts and supporting information that follow to 
understand the differences between board and staff responsibilities in each. Then answer 
the following questions:

  1. Which of these charts best defines our land trust? What degree of authority
      have we delegated to the staff?
  2. Does our committee structure reflect the authority we've given to staff? Where
      is that structure different from the expectation of authority?
  3. In all cases, do we delegate authority with responsibility? In which cases is
      authority shared between a board committee and a staff position? How well is
      that managed?
  4. How could we realign our committee structure to reflect the delegation of
      responsibility and authority to staff? What might the process for that realign-
      ment look like?

























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              Overview of the Organizational Charts
              The following four charts show how an organization might evolve from an all-volun-
              teer group to one with professional staff. This is one scenario, one quite common with
              growing land trusts. Not every organization evolves in this way, but the transfer of
              responsibility from an all-volunteer group to one with professional staff often follows
              a similar set of transitions. Several key points are worth understanding about these
              charts and are noted following each graphic.

              All-Volunteer Organizational Structure





















                   * In this structure, all of the governance and management functions rest with
                      the board (and its volunteers). Committees of the board assume all functions.
                   * With no staff, no delegation of function exists.

                   * This diagram represents a simple (but not necessarily easy) organizational
                      structure to manage.



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One-Staff Organizational Structure





















   * As a board adds staff, the board is able to delegate some functions. In many
     cases, the best initial delegation of responsibilities is to hand over the admin-
     istrative functions to staff. These functions include database management,
     bookkeeping, writing thank-you letters, etc. Because these activities require
     consistent, reliable attention, they are often best done by a paid staff person.
   * All other functions of the organization remain with the board. As a result,
     board committees continue to assume and reflect these functions.









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              Small Staff Organizational Structure




















                   * As an organization continues to grow its capacity, it is likely to hire additional
                      staff - often an executive director. This small-staff structure with an executive
                      director and maybe one additional staff is very common.
                   * Often the board will fully delegate administrative authority to the executive
                      director in this small structure. This authority includes the responsibility to
                      hire and supervise any administrative staff.
                   * The board may delegate other responsibilities to the executive director, but
                      with small organizations is it common for the board to limit the authority
                      given to the executive director. In this case, the director has responsibility to
                      help support the nonadministrative functions, but does not have the author-
                      ity to direct those functions. The primary authority remains with the board
                      committees. (Solid line represents authority; dotted line represents support.)
                   * The director in this structure is in a very difficult position, often given respon-
                      sibility to support a function, but not the authority to manage it. In these
                      cases, the board cannot hold the executive director accountable for the results/
                      success of the nonadministrative functions.



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Mature Organizational Structure





















   * When capacity allows more staff to be hired, the board is likely to delegate
     more authority to the executive director. In this case, the executive director has
     responsibility for administration, program planning and implementation, and
     a portion of resource development.
   * When these functions are fully delegated to the executive director, they are
     now within the control of the executive director to manage. Short of any final
     decisions and governing policies, the director defines how these functions will
     be managed. Likewise, the board can now hold the director accountable for
     the success of these functions.
   * The board retains authority for the core governing functions, including board
     development, financial accountability and a portion of resource development.
   * Board members may remain active in the delegated management activities, but
     in these cases serve as volunteers supporting the executive director's responsibility.




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                                       These are not board functions; volunteering to help in these activi-
                                       ties does not constitute board service.
                                    * Resource development is a shared function in a highly developed
                                       organization. In this case, the board is responsible for goal-setting
                                       and strategic relationships (including major donor fundraising),
                                       while the staff is responsible for grant proposal writing, event
                                       coordination and membership development.



                                                                           Notes



























                            72      Land Trust Boards: Preparing for Perpetuity



Clarifying Roles
Land trusts should define governance and management roles in a way
that helps guide current and future board and staff members. There are
several places where these definitions can take place.
This first, most fundamental definition of roles and responsibilities comes
in the bylaws. The bylaws are the most basic and important structural
guidelines for the organization. They define the functions, responsibilities
and roles of board members and board leaders. They also establish other
guidelines about how decisions will be made and meetings organized.
The bylaws are not intended to answer every question about structure
and authority - only the most basic. While bylaws need review periodi-
cally, significant changes are rare, coming only when groups have made
fundamental changes to how the organization works. (For a complete
discussion of land trust bylaws, see Practice 2B: Nonprofit Incorporation
and Bylaws, and the Land Trust Alliance course "Nonprofit Law and
Recordkeeping for Land Trusts.")
At the next level of detail, the board creates policies to clarify the roles of
board members, volunteers, staff members, and other individuals. These
policies should be reviewed from time to time to ensure their accuracy
and completeness. Changing responsibilities between board and staff
often reflect the reality of a dynamic growing land trust, and they need
to be captured in the policies that guide the organization's actions. Some
examples of policies that a board might enact include:

    * Conflict of interest;

    * Gift acceptance;

    * Fiscal management and internal controls;

    * Endowment restrictions and use;

    * Personnel policies; and

    * Easement stewardship policies, including easement monitoring
      and enforcement.
Finally, the roles of board and staff members should be clarified in job
descriptions. Job descriptions are extremely helpful tools for orientating
board and staff members, and clarifying expectations. Job descriptions
also help distinguish between the role of a board member and the execu-
tive director, for example.
Some facets of a land trust's operations might fall into all three catego-
ries. For example, the basic responsibilities of its board officers should be
spelled out in the bylaws, but more specific authority is likely to be made
by board policy and captured in the job description for the position.



                                 The Work of the Board and Its Members             73



 Shared roles and responsibilities within the board and staff are often best
      seen as shared roles with shifting leadership depending on where the
      responsibility falls along the spectrum of governance or management.
      Boards should focus "above 10,000 feet" in most cases, but still must
 provide oversight and ensure follow through. Likewise, staff members
      must defer to the board of directors on key governance decisions, but the
      staff's "subordinate leadership" can often help guide the board to a better
      set of decisions.



                                         Notes





























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Bylaw or Policy?
Review the following organizational considerations pondered by a board of directors 
and decide whether it is best captured as a bylaw or a policy. Review the bylaw examples 
at the end of this chapter for guidance on how these questions might be answered. The 
answer may lie in more than one place.

  1. Number and names of standing governing committees
  2. Choice of decision-making models - consensus or majority rule
  3. Number of board members
  4. Composition of the board
  5. Responsibilities of the board chair
  6. Prevention of self-dealing

General Principles

    * Bylaws create a framework for subsequent decisions or rules. If an issue is basic
      to how a board will function, it should be within the bylaws. If the decision is
      more specific to an operation within the organization, it should be a policy.
    * Bylaws are generally more difficult for an organization to change. Therefore,
      decisions that may need to change to respond to shifting circumstances are
      more appropriate as policies.
Possible Answers
(See also sample bylaws on page 78)
  1. Committees can change depending on how an organization evolves, modi-
      fies its plans or takes on new responsibilities. A board wants to be flexible
      enough to make these changes whenever they are needed, and should not be
      constrained by the bylaws - especially if the process of changing bylaws is
      cumbersome or dependent on outside stakeholders. For this reason, it may be
      best to name committees in policy rather than bylaws. (Exception: If the execu-
      tive committee has the power to act on behalf of the board on a discretionary
      basis, this power and the corresponding limitations to this power should be
      described specifically in the bylaws. This could be true of any committee with
      consistent delegated authority.)
  2. Decision-making is fundamental to so much of the organization, and can be
      such a key component of organizational culture, that it likely will affect nearly
      every aspect of the organization. For this reason, it should be defined within
      the bylaws.



                                The Work of the Board and Its Members                  75



P   U   T   T   I   N   G     I   T     I   N   T   O     P   R   A   C   T   I   C   E   *   7



                 3. The number of board members is basic to leadership functioning and power,
                      and should be defined within the bylaws as a range (for example, "between 7
                      and 21 board members"). In subsequent policy decisions, the board can deter-
                      mine where along that spectrum it wants to operate. This can also accommo-
                      date the inevitable times when an organization loses several board members
                      unexpectedly, dropping the board below the desired number of members. In
                      such cases, the board should push hard to recruit new members and reach the
                      target number (and composition) of board members.
                 4. The composition of the board can either be firm or variable. Sometimes,
                      land trusts are required to represent certain constituencies or stakeholder
                      groups. In these cases, some guidelines within the bylaws can help ensure that
                      connection, and they should be followed very strictly. (For example, it may
                      be important to state within the bylaws that "board composition will provide
                      geographic representation for all the towns within the county.") However,
                      even in these cases, creating firm numbers or percentages often works against
                      an organization's ability to bring in key talent as needed. In most cases, the
                      diversity of the board is something the board sets as targets or goals that will
                      flex depending on the pool of available talent and, therefore, should be part of
                      the policy decisions for board recruiting.
                 5. The board chair is a fundamental leadership role that is required by most state
                      nonprofit corporation statutes (along with secretary). Therefore, it should be
                      listed within the bylaws. However, the responsibilities of the position may
                      change to accommodate other leadership roles, as needed. The position can
                      be defined more specifically within the position description approved (as a
                      policy) by the full board.
                 6. The issue of self-dealing is critical to land trusts given the legal and commu-
                      nity support consequences that emerge if it is mishandled. Land trusts are well
                      served to deal with this issue on several different levels. First, the organization
                      should define clearly the scope and authority of an individual board member
                      in the bylaws. The general rule is that a single board member has no author-
                      ity to act on behalf of the board; the entire board has complete authority to
                      act on the interests of the organization. Clarifying this authority and how
                      it is connected to overall board decision-making is a key bylaw component.
                      Second, a detailed, written conflict of interest policy should lay out how board
                      members handle their participation in discussions and decision making when
                      a perceived or real conflict of interest arises that might lead to an issue of
                      self-dealing. The policy must be thorough and used in every single situation
                      that warrants it. A more complete understanding of how to develop a policy
                      to manage conflicts of interest can be gained from the Land Trust Alliance
                      course, "Avoiding Conflicts of Interest and Running an Ethical Land Trust."



                            76      Land Trust Boards: Preparing for Perpetuity



Tools and Sample Documents
Note: Commentary is embedded in the following documents where 
appropriate.
Bylaws for a Non-membership Organization (page 78)
This sample document contains some select provisions of a set of
bylaws for a non-membership organization. Each of these provisions has
commentary to describe some details that might be important for a land
trust to consider.
Land Protection Resolution, Columbia Land Trust (page 82)
Land Protection Resolution, Land Trust of Napa County (page 84)
Resolution Defining Scope of Authority, Rocky Mountain Elk Foundation
(page 86)
This resolution is an example of a land trust defining the lines of author-
ity and degree of delegation made available to the executive director and
land protection staff. Such a clear definition of roles and authority may
be useful for organizations with increasingly professional conservation
programs.


Visit The Learning Center, the Land Trust Alliance's online educa-
tion resource, to print editable copies of all documents included in this
book.




















                              The Work of the Board and Its Members            77



Bylaws for a Non-membership Organization

                                          Note: The legal definition of a membership corporation is one in which 
                                          "members" are given specific rights (usually the right to vote for directors and/
                                          or bylaws) in exchange for financial dues. A non-membership corporation 
                                          is one in which no such right is exchanged for dues. Instead, those rights 
                                          are vested with the board of directors. In each of these cases, people who 
                                          make contributions may be called "members," even if (in the case of the 
                                          non-membership corporation) there is no voting right exchanged with the 
                                          membership contribution.

                                          ARTICLE II: NONMEMBERSHIP
                                          This corporation shall have no members.
A membership corporation is one
in which "members" are given              Fewer organizations are incorporating as membership corporations, but are 
specific rights (usually the right to     instead opting for structures that let the board elect the board. The primary 
vote for directors and/or bylaws) in      advantage of this approach is that the board - which is most attuned to 
exchange for financial dues. A non-       the working details of the land trust - is likely in the best position to make 
membership corporation is one in          these kinds of decisions. For groups that have membership structures 
which no such right is exchanged          (where members elect board members and change bylaws), the burden to 
for dues. Instead, those rights are       get meaningful participation of the membership in voting decisions is often 
vested with the board of directors.       difficult.

                                          ARTICLE III: BOARD OF DIRECTORS
                                          Section 2. Number. The number of Directors may vary between a minimum 
                                          of three and a maximum of 21.
                                          For the purposes of broad guidelines, it is often best generally to leave 
                                          open the size of the board. This allows the board to grow as it has greater 
                                          opportunities to involve new leaders. It also ensures that a board is able to 
                                          fulfill its bylaws if there is a sudden departure of several of its members.
                                          Section 3. Term and Election. The term of office for Directors shall be 
                                          three years. A Director may serve up to two complete terms consecutively. 
                                          Partial terms are not included in this term limitation. The Board shall elect 
                                          its own members, except that a Director shall not vote on that member's 
                                          own position.
                                          Term limits are of great value to keep a board fresh, instill a community 
                                          perception of openness and address difficult personnel issues tactfully. It is 
                                          especially appropriate if the land trust has a process to capture and utilize 
                                          the talent of departing board members after their terms have expired. Two 
                                          three-year terms are common, with a total amount of time set at six years, 
                                          but term limits can be structured in many different ways. If a land trust 
                                          is implementing term limits after years without them, it is often tactful to 



                                         78    Land Trust Boards: Preparing for Perpetuity



                                                          Bylaws for a Non-membership Organization

"grandfather" existing board members and begin the terms afresh. This often overcomes 
the concerns of veteran board members who don't want to see too abrupt a change.
Section 4. Removal. Any Director may be removed, with or without cause, by a vote of 
two-thirds of the Directors then in office.
It usually makes sense for the removal of board members to require a "supermajority." 
This helps keep the action limited to egregious issues. In general, having a hard rule that 
a board member should be removed after missing a specific number of meetings is not 
prudent - the rule will almost immediately define the exception. Instead, having a policy 
that missing three board meetings in a row automatically triggers a conversation with the 
board chair allows the land trust to solve the problem and make adjustments that might 
be necessary to keep a board member engaged.
Section 6. Quorum and Action. A quorum at a board meeting shall be a majority of the 
number of Directors prescribed by the Board, or if no number is prescribed, a majority 
of the number in office immediately before the meeting begins. If a quorum is present, 
action is taken by a majority vote of the directors present, except as provided otherwise 
by these bylaws. Where the law requires a majority vote of the directors in office to 
establish committees to exercise Board functions, to amend the Articles of Incorporation, 
to sell assets not in the regular course of business, to merge, or to dissolve, or for other 
matters, such action is taken by that majority as required by law.
Tinkering with the quorum requirements is often the first action a board takes if it is 
struggling for adequate participation at meetings. This is usually a bandage approach 
that doesn't fix the problem. If people aren't participating, the land trust should evaluate 
its engagement strategies (strategic planning, committee structure and meeting 
management, for example). Changing the bylaws to reduce the quorum requirements only 
formalizes mediocrity.
Section 9. Meeting by Telecommunication. Any regular or special meeting of the Board 
of Directors may be held by telephone or telecommunications in which all Directors 
participating may hear each other.
As land trusts span larger geographic areas and people become more comfortable 
with technology, telecommunications options need to be incorporated into meeting 
formats. Changes in video-conferencing technology are making such meetings even more 
productive.
Section 10. No Salary. Directors shall not receive salaries for their Board services, but 
may be reimbursed for expenses related to Board service.
One of the most important provisions in a set of bylaws is to ensure no self-dealing. 
This provision doesn't preclude board members from being hired for non-board services. 
However, such a possibility should raise a red flag and be carefully reserved for limited 



                                The Work of the Board and Its Members         79



Bylaws for a Non-membership Organization

                   circumstances. (See also the related discussion on conflict of interest policies in Standard 
                   4: Conflicts of Interest, and in the Land Trust Alliance course, "Avoiding Conflicts of Interest 
                   and Running an Ethical Land Trust.")
                   Section 11. Action by Consent. Any action required by law taken at a meeting of the 
                   board, or any action which may be taken at a board meeting, may be taken without a 
                   meeting if a consent in writing, setting forth the action to be taken or so taken, shall be 
                   signed by all the Directors.
                   Many land trusts have this provision but fail to recognize that it requires unanimous
                   consent, not just a majority decision. This can be especially important for big issues where 
                   the board has been polled using e-mail, phone or other contacts as a first step toward a 
                   written consent decision.

                   ARTICLE IV: COMMITTEES
                   Section 1. Executive Committee. The Board of Directors may elect an Executive Committee. 
                   The Executive Committee shall have the power to make ongoing decisions between Board 
                   meetings and shall have the power to make financial and budgetary decisions, and any 
                   other power as delegated by the full Board of Directors.
                   Empowering an executive committee to act on behalf of the board is valuable, and 
                   should be considered by boards. Who is on the committee might vary depending on the 
                   circumstances. Groups often allow the board to name at-large positions, in addition to 
                   committee chairs and/or officers. Executive committees should never include non-board 
                   members in a decision-making role.
                   Section 2. Other Committees. The Board of Directors may establish such other committees 
                   as it deems necessary and desirable. Such committees may exercise functions of the 
                   Board of Directors or may be advisory committees.
                   Authorizing the creation of committees is critical. Names of actual committees should 
                   not be in the bylaws. The committee list may change over time based on the evolution of 
                   critical issues and updates of the land trust's strategic plan.
                   Section 3. Composition of Committees Exercising Board Functions. Any committee 
                   that exercises any function of the Board of Directors shall be composed of two or more 
                   Directors, elected by the Board.
                   Any committee that acts on behalf of the board needs to be empowered and led by board 
                   members.
                   Section 5. Limitations on the Powers of Committees. No committee may authorize 
                   payment of a dividend or any part of the income or profit of the corporation to its directors 
                   or officers; may approve dissolution, merger, or the sale, pledge or transfer of all or 




                               80     Land Trust Boards: Preparing for Perpetuity



                                                            Bylaws for a Non-membership Organization

substantially all of the corporation's assets; may elect, appoint, or remove directors or fill 
vacancies on the board or on any committees empowered to act on behalf of the board; 
nor may adopt, amend, or repeal the Articles, bylaws, or any resolution by the Board of 
Directors.
It's also important to define what the committees - including the executive committee 
- can't do.

ARTICLE V: OFFICERS
Section 1. Titles. The officers of this corporation shall be the President and Secretary.
Many states only require these two officers. Other officers may be added as desired.
Section 2. Election. The Board of Directors shall elect the President and Secretary to 
serve one-year terms. An officer may be reelected without limitation on the number of 
terms the officer may serve.
The election of board officers is a trickier process than most realize. Often those most 
qualified to be president, for example, are the people who constitute the executive 
committee. Creating a process that works for the group is important, and often reflects 
the basic culture of the organization - risk averse, positive, trusting, or technical. While 
term limits are not often part of the officer provisions in most organizations, it can still be 
important to get new blood into the leadership team regularly.
Section 4. Other Officers. The Board of Directors may elect or appoint other officers, 
agents and employees as it shall deem necessary and desirable. They shall hold their 
offices for such terms and have such authority and perform such duties as shall be 
determined by the Board of Directors.
Having the flexibility to create new officers may be useful. Having too many officers 
may disempower other board members - what do they have to do if the officers do 
everything?

ARTICLE VI: CORPORATE INDEMNITY
This corporation will indemnify its officers and directors to the fullest extent allowed by 
law.
States all have slightly different ways in which the organization can best protect its board 
members, usually involving some language in the bylaws and/or articles of incorporation. 
These relatively simple provisions are one of the best ways to protect board members 
against liability.






                                 The Work of the Board and Its Members           81



Land Protection Resolution

                   Columbia Land Trust
                   Staff Report 2002.37
                   Deep River - Johnson
                   December 19, 2002
                   Requested Action:
                   Columbia Land Trust Board of Directors approval to purchase the 43-acre Johnson 
                   property for the appraised value of $149,000 using Salmon Recovery funding.
                   Site Name: Deep River, Lower Columbia River, Wahkiakum County, Washington
                   Location and size: Approximately 43 acres, situated on the west bank of the Deep River, 
                   about 2½ channel miles from where it enters the Columbia River, less than one mile from 
                   Grays Bay.
                   Conservation tool: Acquisition of fee simple title.
                   Funding source: State of Washington, Salmon Recovery funds will pay for 73% of 
                   the costs. The Revolving Land Fund will be used for the 27% balance (approximately 
                   $40,000).  The  $40,000  will  be  reimbursed  by  matching  grant  funds  that  have  been 
                   applied for and awaiting confirmation. These include federal grants from Bonneville Power 
                   Association (BPA), Environmental Protection Agency (EPA), a small grant from the Lower 
                   Columbia River Estuary Partnership and a possible donation from Stevenson Pacific for 
                   carbon sequestration credits.
                   Landowner information: Leon & Linda Johnson purchased this parcel as investment 
                   property, with original plans to log and then resell, perhaps as an RV park. Using the land 
                   for family picnics and friends' retreats shifted their personal priorities toward preservation, 
                   and a real estate agent they know from childhood introduced us 18 months ago. Johnsons 
                   are natives of the area, were pleased to learn their land had special conservation qualities, 
                   and have been very cooperative and supportive of CLT's work.
                   Key conservation qualities: Deep River, a significant watershed within the Columbia 
                   River estuary, is utilized by five species of anadromous salmonids: Chinook, chum, and 
                   coho salmon, steelhead, and sea-run cutthroat. Conservation and restoration of forested 
                   wetland/floodplain habitat is the primary objective for this property, with benefits 
                   extending to the ongoing and larger scale watershed restoration efforts.
                   Mission and site selection criteria: The Deep and Grays rivers and the Columbia River 
                   estuary are Columbia Land Trust Conservation Priorities in the Conservation Plan.
                   Stewardship donation: The Salmon Recovery grant provides funds for limited stewardship 
                   activities (staff time and contracted work) for up to five years. Annual stewardship costs 
                   are covered in the adopted Land Trust budget for annual operating support and a portion 
                   of the funds raised through Great Lands Great Actions will be dedicated to stewardship. To 
                   establish a stewardship fund in the form of an endowment $23,548 would be needed.


                                 82    Land Trust Boards: Preparing for Perpetuity



                                                                                    Land Protection Resolution

Acquisition: Acquiring fee simple title to close transaction in December, 2002. The seller 
requests payments for the property are split over two years in the following approximate 
amounts: $89,000 in 2002 and $60,000 in 2003.
Stewardship:  The land is ideally suited for enhancement of tidal influences and 
reconnection of land and river, improving habitat and water quality, restoring salmonid-
rearing habitat, and increasing basin productivity for all life history stages of salmonids. 
This will involve significant restoration and monitoring effort over the coming years to 
ensure project success. Grant funds will be used for a majority of this work.
Columbia Land Trust Conservation Director recommends that the Board of Directors give 
approval to acquire the 43-acre Johnson property on the Deep River for the appraised 
price of $149,000 using Salmon Recovery funds.































                                The Work of the Board and Its Members         83



Land Protection Resolution

                   The Land Trust of Napa County

                   PROJECT SUMMARY


                   PROJECT:                               XXXXXX Ranch Conservation Easement
                                                          NAME   
                       ADDRESS.
                       American 
                                                                     Canyon, 
                                                                          CA 
                                                                                00000
                       222-2222
                   DATE PREPARED:                December 1, 2000
                   BOARD LIAISON:                none
                   PROJECT GENESIS:              Longtime Land Trust members
                   TYPE OF PROJECT:              Open space-grazing, adjacent to XXX Open Space, possible 
                   Bay Area Ridge Trail
                   PROJECT RANK: Medium/High adjacent to Newell, Jamieson Canyon Viewshed Corridor
                   PARCEL NUMBERS:               XXX-XXX-XXX, XXX-XXX-XXX, XXX-XXX-XXX, XXX-XXX-XXX
                   ACREAGE:            168 + 100 + 160 + 142 = 570 acres Napa County
                   HOMESITES EXTINGUISHED:                         0
                   ZONING: 
                              Ag. 
                                                      Watershed
                   LANDOWNER GOAL: The XXXXX Ranch has been owned by XXXXXX and her late husband 
                   since 1946. During the past 20 years, Mrs. X has sold 4 of the 5 parcels to her 4 children. 
                   The intent of the family is to place each of the parcels in a conservation easement that 
                   would allow a homesite on each parcel within an established development zone. Each 
                   conservation easement would prohibit the use of the property for the establishment of 
                   commercial vineyards or a commercial winery, but would allow their continued use for 
                   commercial cattle grazing.
                   PROPERTY: The XXXX Ranch is similar to the XXXX Open Space: annual grasslands with 
                   some riparian corridor and isolated stands of Coast Live Oak. The property is strategic 
                   for several reasons: It is located along the XXXXX Canyon corridor, which means that the 
                   viewshed protection issues are high. Some parcels involved are adjacent to the XXXXX 
                   Open Space and are candidates for inclusion into the Ridge Trail. At least one of the 
                   property owners is not adverse to this. Thirdly, the Ranch may have many of the same 
                   natural history/ecological attributes that make the XXXXX Open Space so important.


                                 84    Land Trust Boards: Preparing for Perpetuity



                                                                                     Land Protection Resolution

FINANCIAL: The families will receive a modest income tax/estate tax benefit for eliminating 
vineyards and wineries on the parcels, although they are probably not in an income tax 
circumstance to make full use of this. The Easement Defense Fund contribution was 
recommended by the Project Committee at $2,500 each, since they are conserving 4 
parcels at once, but each parcel entails the specific risk associated with being individually 
owned.
STAFF RECOMMENDATION: We propose to complete this project in 2000, but the schedule 
is tight, since we will need to complete 4 separate transactions.



































                                The Work of the Board and Its Members          85



Resolution Defining Scope of Authority

                            Resolution for the Rocky Mountain Elk Foundation 
                                                     Board of Directors
                    January 19, 2002

                    Defining the Scope of Authority of the Staff and the Lands and 
                    Conservation Committee for Lands Transactions
                             WHEREAS, by earlier resolutions dated October 22, 1999, January 15, 2000, and 
                    November 13, 2000, the staff has been authorized to amend conservation easements, 
                    accept routine donations of conservation easements and real estate, and accept year-
                    end donations, which authority was consolidated in a resolution dated July 20, 2001; 
                    and
                             WHEREAS, these resolutions prescribe a decision process involving the staff, the 
                    Lands and Conservation Committee and the Board of Directors; and
                             WHEREAS, staff has adopted procedures to safeguard the Elk Foundation as it 
                    accepts donations of conservation easements, lands, and amendments of conservation 
                    easements; and
                             WHEREAS, the Lands and Conservation Committee diligently reviews each 
                    proposed conservation easement, conservation easement amendment, and lands 
                    transaction; and
                             WHEREAS, the Board elects to empower the Lands and Conservation Committee 
                    to act on behalf of the Board on a broader scope of low risk conservation easements and 
                    real estate transactions; and
                             WHEREAS, by this resolution staff authority, Lands and Conservation Committee 
                    authority and Board decision making process will be clarified to help facilitate the 
                    increasing workload associated with lands transactions.
                             NOW THEREFORE, BE IT RESOLVED, that the Rocky Mountain Elk Foundation 
                    Board of Directors authorizes the President and CEO, or his designees, to negotiate and 
                    execute all documents necessary to accept donations of low risk conservation easements 
                    and real estate (see Appendix 1), to accept donations of low risk real estate and to 
                    convey them to appropriate third parties (providing the transactions are determined to 
                    have a very low likelihood of creating a negative financial impact on the Elk Foundation), 
                    and to amend conservation easements for ministerial reasons or to clearly increase the 
                    protection of wildlife habitat and other conservation values (see Appendix 2); and when 
                    there is a consensus among the Lands and Conservation Programs Department, the Legal 
                    Department and the President and CEO, or his designee, that the transaction meets the 
                    approved criteria. Furthermore, such transactions will be presented to the Lands and 
                    Conservation Committee for review and "pocket veto" approval whereby any member 
                    of the Lands and Conservation Committee may, within ten (10) days, raise any concern 



                               86       Land Trust Boards: Preparing for Perpetuity



                                                             Resolution Defining Scope of Authority

or question, and request the Chair of the Committee and the head of the Lands and 
Conservation Programs Department that the project undergo additional review, or if the 
Lands Department or the Legal Department's due diligence process discovers anything to 
the contrary, the proposed transaction will be submitted to the Lands and Conservation 
Committee and the Executive Committee or the full Board for review and approval.
        BE IT FURTHER RESOLVED, that for any donation of a conservation easement or 
real property or amendment of a conservation easement that needs RMEF approval after 
December 1st of any year and where staff has undertaken review and due diligence and 
has determined the donation to be of low risk, the Chair of the Lands and Conservation 
Committee, or his or her designee, shall have authority to approve the acceptance of any 
land or conservation easement or conservation easement amendment.
        This resolution was recommended by a unanimous vote of the Lands and 
Conservation Committee, including proxies, on the 18th day of January, 2002.
        This resolution was approved by a unanimous vote of the Board of Directors on 
the 19th day of January, 2002.



























                                  The Work of the Board and Its Members    87



      Check Your Progress
      Before you continue on to the next chapter, check that you can:
               Describe bylaw clauses that foster good board governance (such
             as term limits, standing committees, required board meetings,
             attendance expectations, etc.);
               Engage the board in a periodic discussion of the bylaws with
             respect to governance issues;
               Understand the relationship between framework (bylaws) and
             details (policies) in defining board governance guidelines;
               Draft a board member job description (or expectations of
             service);
               Explain the legal, fiduciary and other key roles of the board to
             prospective board members;
               Understand the most important things board members can do
             to assure responsible board participation;
               Have a rudimentary understanding of the lines of authority
             between board and staff for various-sized organizations;
               Determine how often the board should meet and what type of
             meeting structure would work best for the organization;
               Describe what information is needed for the board to make
             good decisions - on an ongoing basis (information for each
             board meeting) and on an annual or periodic basis (information
             for establishing strategic direction);
               Explain the importance of attending meetings and staying
             informed about the land trust's mission, goals, programs, and
             achievements;
               Describe the board's meeting attendance rate and level of
             involvement to funders and others;
               Describe a process for managing decisions that involve a conflict
             of interest;
               Determine the degree of delegation appropriate given the capac-
             ity and philosophy of the organization; and
               If the organization operates in one of the very limited instances
             where the board delegates transaction responsibilities to manage-
             ment with clearly articulated policies, then the learner should
             be able to draft a board delegation of decision-making policy
             for land transactions that includes a rationale and process for
             delegation.





88        Land Trust Boards: Preparing for Perpetuity



    Notes







































The Work of the Board and Its Members    89






                       Chapter Two * Keeping Boards Strong




Learning Objectives
As a result of completing this chapter, you should be able to:

    * Determine the best size for your land trust's board;

    * Determine how committees can be used effectively in the
      organization;
    * Distinguish when and how ad hoc committees versus standing
      committees best support the organization;
    * Distinguish between governance and program committees;

    * Determine the skills, experience and diversity of board members
      necessary to make the board effective at this stage in the organiza-
      tion's development;
    * Use a profile grid to define recruiting strategies for board
      development;
    * Begin development of a process for screening, recruiting and
      electing new board members;
    * Begin development of a board member orientation and ongoing
      training program;
    * Begin development of a board member evaluation and recogni-
      tion process;
    * Complete the table of contents of a board manual for your land
      trust and a plan for completing and maintaining the manual; and
    * Create a board-committee-advisor chart to define other people's
      contribution to leadership composition.

Summary
Boards are successful if the right people are involved. Recruiting the best
talent to serve the organization is critical. Keeping the talent working in
the best possible way is also essential. Good people have time to give, but
they don't have time to waste.
The effectiveness of great organizations depends upon the strength of their
board members' interpersonal relationships. Nearly all great organizations



 have boards with members who share a high degree of trust, respect and
 commitment for and to each other. Land trusts that wish to become more
 effective should build the means for developing stronger interpersonal
 relationships. Groups can do many things to foster stronger interper-
      sonal relationships. The seemingly unrelated issues of meeting frequency,
      mentor relationships and board recognition programs can be structured in
      ways to support this fundamental factor of effective organizations.

 Committees: The Importance of Good Structure
 To keep a land trust strong, finding and supporting the right organizational
 structure is essential. The right structure is a critical reflection of a land
 trust's unique culture and way of doing work, but there are some universal
 frameworks that all groups can consider as they make these decisions.
 Committees are common tools used to improve a board's effectiveness,
 extend its reach and capacity, and better engage people in the work of the
 organization. Successful committees have several common ingredients,
 which can be replicated by land trusts looking to ensure their success.
 The nearly universal ingredients for effective committees are:

          * Purpose. Good committees must have a clear written mandate
            that they are expected to fulfill. They need to know why they
            exist and how they serve the organization overall. The specif-
            ics of a committee job description should clearly delineate one
            committee's roles from those played by other committees, and
            from the roles played by staff. Such descriptions are invaluable
            tools to ensure common understanding among all the committee
            members and the board as a whole.
          * Leadership. Good committees need to have someone who is
            responsible for the committee's success - someone who takes
            the lead, who ensures that meetings happen and are run well, and
            who follows up on details as needed. Perhaps more important
            than any single ingredient, strong committee chairs are essential
            to effective committee operation. If a land trust only has two
            people who can be effective as committee chairs, it should not
            have more than two committees until more leaders can be found
            or trained. In this way, available leadership is always a limiting
            factor in deciding and establishing organizational structure.
          * Membership. A committee must have a stable core member-
            ship that works through issues from meeting to meeting. If
            the membership on a committee is a revolving door of new
            faces, there is seldom the continuity necessary to be effective.
            Issues never seem to move forward, trapped in a cycle of one-




92        Land Trust Boards: Preparing for Perpetuity



      step-forward, one-step-back. Land trusts can encourage board
      members and other volunteers who are interested in a particular
      issue or project to participate on a committee when the timing
      is right for that discussion. But in general, there must be a stable
      group that participates regularly and actively in the work, and
      understands where the last conversation ended so the discussion
      can resume where it left off.
    * Work Plans. Another core ingredient to ensuring that an orga-
      nization is strong and effective can be applied to nearly any small
      group working together. A work plan defines the tasks, identifies
      who will complete the tasks and determines an expected timeline
      for completion. This what-who-when list is essential for effec-
      tive planning. It needs to be applied to every committee, so that
      the committee understands what its activities are at any given
      time, what activities are on the agenda for later (and therefore
      don't need to be discussed now) and who will be accountable for
      getting things done in a timely manner. Work planning is often
      one of the simpler yet more profound investments that a land
      trust can make to improve the functioning of its board. Good
      leaders create and manage effective work plans, and they work
      hard to ensure everyone is somehow engaged in the plans.
Types of Committees
Committees come in different flavors, and it is worth distinguishing
between them. Committees are often identified by the land trust's leader-
ship (particularly the board chair and executive director) but usually are
ratified by the full board. They differ in their longevity (standing versus
ad hoc, for example) and in their function (governance versus program).
Standing committees are often decided as part of an organizational devel-
opment process, and reviewed periodically to ensure they are adequate
and appropriate. Ad hoc committees are often an outgrowth of a particu-
lar discussion or challenge.

    * Standing. When the work of a committee will be sustained
      over time, it likely needs to be a standing committee. Financial
      management and board development are examples of functions
      that continue month in and month out and therefore need a
      standing committee.
    * Ad Hoc. If a committee has a responsibility that is fixed in time
      and will become unnecessary sometime in the near future, it may
      be more appropriate as an ad hoc committee. A bylaws commit-
      tee is a perfect example of an ad hoc committee.





                                               Keeping Boards Strong          93



 As groups take on staff and begin to develop lines of authority between
 the board and the staff, the functional role of committees becomes more
 important as well.

      * Governance. Governing committees support the core purposes
        on which every board should be focused, which include strategic
        direction, financial accountability, leadership development, and
        resource development.
      * Program. Program committees support the program planning
        and implementation functions (often outlined within the stra-
        tegic plan), which might include land protection, stewardship,
        education and advocacy. If the board delegates responsibility for
        any of these program functions to the staff, it must also give the
        staff the authority to manage the corresponding committees.































94    Land Trust Boards: Preparing for Perpetuity



                        P   U   T   T   I   N   G     I   T     I   N   T   O     P   R   A   C   T   I   C   E   *   1



Using Committees Effectively
The board of the Tucker Regional Land Trust has adopted a conservation plan that 
identifies the watershed of Samuel Lake as a priority focus area, with a goal of protecting 
every one of the 17 properties in the watershed. The board knows that Ms. H. Barre, 
who owns one of the largest properties and one-quarter of the shoreline, is thinking about 
selling her land.

What are the steps in developing this project and what entity - staff, committee or
board - is responsible for each?
  1. What work needs to happen before the project is presented to the board for
       approval - and who should lead that process?
  2. How should the various players participate in the decision at the board
       meeting?
  3. What role should the Lands Committee play in guiding this decision and
       discussion? How much authority should the Lands Committee have, and what
       authority is reserved for the board of directors? How does that role change if
       the land trust has no staff, two staff or 12 staff members?
Considerations to inform the discussion:

    * Prior to board consideration, the Lands Committee and staff should research
       the details of the project to ensure it fits into the conservation framework
       established by the board. The project "opportunity" should be compared
       to the land trust's written project selection criteria, mission and goals, and
       conservation priorities. If these elements are well defined and approved by the
       board in advance of the emergence of the new land protection opportunity,
       this would give the Lands Committee and/or staff a green light to pursue the
       potential project further.
    * A checklist that defines the steps in the selection process is a valuable tool to
       ensure the project is getting the appropriate level of scrutiny by the land trust
       - whether by the staff, Lands Committee or entire board. The checklist should
       include steps to determine the natural resource value, community and finan-
       cial considerations of the project. It should also incorporate external evaluation
       information, such as any necessary appraisals and environmental reviews. Such
       a checklist is generally created by the Lands Committee or staff for use in the
       project selection process, while the steps it outlines are often approved by the
       board.
    * If the project requires funding for acquisition or stewardship that is not
       currently available, the project should include the development of a fund-
       raising strategy that addresses how the necessary dollars will be acquired and


                                                      Keeping Boards Strong             95



P   U   T   T   I   N   G     I   T     I   N   T   O     P   R   A   C   T   I   C   E



                      whose role it is to bring them in. If the land trust's fundraising responsibilities
                      rest with another committee or staff, they will need to be advised and involved
                      in this facet of the project decision.
                       *    When the board considers this project for approval, all of the critical ques-
                            tions should have been answered. The proposed project should:

                             * Meet the land trust's mission, goals and conservation priorities;

                             * Be consistent with its current conservation strategy;

                             * Meet all environmental due diligence considerations; and

                             * Have adequate funding available for both acquisition and stewardship   
                               (or a strategy for securing the necessary dollars).
                            The project summary or checklist presented to the board should high-
                            light all these considerations for the board's easy review. This information
                            should be sent as part of the board packet well in advance of the meeting
                            where the discussion will take place. (Examples of land protection resolu-
                            tions can be found on pages 82­85.)

                   * Discussion at the board meeting should briefly review the materials to ensure
                      that all key questions have been adequately answered. If the project meets all
                      the land trust's guidelines and is consistent with its priorities, and any issues of
                      funding are clearly and satisfactorily addressed, the project discussion should
                      be relatively brief. If there are any questions of adequacy or controversial issues
                      within the project summary, those topics would be a focus for discussion. If
                      there is a need to balance the proposed project with other current or future
                      opportunities, those "opportunity costs" would likewise make up a significant
                      part of the discussion at the board meeting.
                   * The Lands Committee's role in this discussion could vary considerably
                      depending on the degree of responsibility and authority delegated to staff (if
                      one exists) and other considerations of organizational culture.
                       *    An all-volunteer board would likely empower the Lands Committee to
                            lead all facets of preparation and due diligence for the project. A recom-
                            mendation for action would likely come from this committee to the full
                            board.
                       *    If the organization has limited staff, the Lands Committee would likely
                            still lead the process and provide a recommendation. However, the staff
                            may support the committee by coordinating project partners, conducting
                            basic background research, etc.




                             96       Land Trust Boards: Preparing for Perpetuity



                                                                       E   X   E   R   C   I   S   E     1



  *    If the organization has sufficient professional capability that the board
       has delegated authority for land acquisition to staff, the Lands Committee
       could have many different roles. It could be a volunteer committee man-
       aged by staff to extend organizational resources and provide assistance
       throughout the transaction process. It could be an internal review commit-
       tee led by the board to ensure compliance with board direction and poli-
       cies. It could have some other role that is helpful in moving the project for-
       ward, but that keeps the committee from interfering with the project au-
       thority given to staff. In some cases, there may be no Lands Committee at
       all. The Lands Committee's role will depend largely on the capacity of the
       staff, the approach taken by the executive director to manage conservation
       projects (if staff is delegated authority), the level of desired board involve-
       ment in land conservation projects, and other factors.

* A point person should serve as the project manager with the authority to
  negotiate with the landowner. If there is staff capacity, this role is appropri-
  ate for a staff person. If the board is reluctant to give this authority to staff, or
  if there is no staff, someone on the Lands Committee should be designated
  as project manager. It is important that everyone, especially the landowner,
  understands that all agreements are subject to final approval by the board. It
  is also important to be clear about how much authority is given to the project
  manager to negotiate the deal. If the board is unsure of the project manager's
  abilities, it should require more review of the negotiating process, possibly by
  appointing a negotiating team. The landowner should understand how much
  authority the person across the table possesses; otherwise, the land trust runs
  the risk of being seen as deceptive or ineffective.
* Any issues that come up in the negotiation that are outside of the land protec-
  tion policies already adopted by the board (for example, unusual requests for
  reserved rights in an easement) should be presented to the Lands Committee
  for discussion and recommendations on how to proceed.
* Once general terms of agreement have been negotiated, the project manager
  should consider where funding will come from (if necessary) and how
  that affects the timing of the project. This should be coordinated with the
  Fundraising Committee and any development staff. The project manager is
  also responsible for ensuring that the details of the project (for example, envi-
  ronmental assessment, survey, appraisal, etc.) are completed.
* Land trust procedures vary in whether they require additional committee or
  board approvals to proceed with a project and at what stages, depending on
  the capacity of staff and/or the Lands Committee.




                                              Keeping Boards Strong        97



P   U   T   T   I   N   G     I   T     I   N   T   O     P   R   A   C   T   I   C   E



                   * Final approval of the project is the responsibility of the full board. The board
                      must be informed throughout the process so there are no surprises when final
                      approval is sought.
                   * Decisions on authority must be clear in advance. Much time is wasted in
                      discussions about whether some question has to be taken to the committee or
                      the board.
                   * One important final point: if the Lands Committee is given authority to
                      approve a project before it goes to the full board, it has significant authority,
                      in some ways acting as a de facto board. In order for that committee to func-
                      tion appropriately, it should have very clear direction from the board on what
                      it expects the committee to do, and what the board expects will remain the
                      purview of the full board.





























                            98      Land Trust Boards: Preparing for Perpetuity



Ensuring Involvement in the Work of the Board
Presenting a limited palette of options for involvement is one of the most
common mistakes land trusts make when recruiting people to serve their
organizations. In effect, people are invited to serve on the board; if that
particular option doesn't fit their needs and circumstances, they are not
otherwise engaged and are lost to the organization. Board service alone
is a fairly limited choice and fails to recognize that people who want to
support the land trust have varying levels of available time, commitment
and interest. Unless an organization can provide a variety of options for
involvement, good people will not be willing or able to participate.
One valuable strategy for involving more people in the work of the board
is to expand the notion of board volunteerism to include additional roles.
Two useful options for service include non-board committee members and
advisors.

Non-board Committee Members
Committees of the board need to involve every board member (or nearly                One valuable strategy for 
so) to ensure that board members are participating equally and have                  involving more people in the 
somewhere to focus their involvement. But land trusts need not limit                 work of the board is to expand 
committee participation to board members alone. Many volunteers are                  the notion of board volunteerism 
willing to support the work of a board through participation on a board              to include additional roles.
committee. These non-board committee members have expertise, connec-
tions and passion about the committee's purpose and have much they
can contribute. Having the option to participate on the focused work of
a committee (rather than the full breadth of issues facing a board) is less
intimidating and often easier for those just beginning work with a land
trust. It also allows those who have substance to contribute, but limita-
tions on their time, to pick a particular focus and "go deep" in that area.
One final advantage of having non-board committee members is that it
provides opportunities for participation for someone who might otherwise
have a conflict of interest. Because committees have no authority to act on
behalf of the board (with few exceptions), they have no ability to create
policy or direction without full board approval. In this way, people can
contribute on a committee without having undue or inappropriate influ-
ence over the work of the board itself. For example, an accountant whose
firm is hired to be the land trust's investment manager may find a more
appropriate role on the Finance Committee than on the board itself.
The number and size of committees will vary considerably depending
on the number of people involved in the land trust. Small land trusts
with small boards may only have enough people to support two or three



                                               Keeping Boards Strong           99



  committees. Larger organizations with more board members can have
  more committees with more board members on each. If groups actively
  engage non-board committee members, the size of the board need not
       limit the number and size of the committees.

  Board Advisors
  Another option for involvement, short of full board participation, is as
       an advisor to the board. This role will vary; a person's involvement is
  based on the particular contributions he or she can make rather than on
  the set of projects or issues facing the land trust at any given time. This
       ad hoc approach allows an organization to tailor the advisor's assignment
       to the unique skills, knowledge, prestige or connections that person can
       provide. By working with the advisor to identify his or her involvement
       in a particular area, the land trust ensures a good match of both talent
       and time.
       In this way, an advisor may be involved in a very limited - but very
       strategic - part of the land trust's effort. It offers people who have great
       capability but limited time the opportunity to get involved and make a
  difference.
  It's important to distinguish the role of advisors from an advisory coun-
  cil. Advisory councils are groups of leaders who have agreed to provide
       some resource or support to a land trust - such as advice, connections,
       money, or prestige - but who have no governing authority within the
       organization. Unfortunately, in most cases advisory councils fail to fulfill
       the expectations placed on them. Advisory councils work best when they
       have a specific advisory role related to a function or technical skill. For
       example, a set of technical advisors focused on a restoration project have
       a role of providing support or advice to those responsible for imple-
  menting the restoration project. These advisors have deep knowledge
  about restoration and are willing to share their input on a specific area
  - restoration. In cases such as these, advisory councils can be very effec-
  tive because they have the required elements of success: clear expecta-
  tions, compatible knowledge and focused involvement.
  Unfortunately, most groups cobble together a diverse set of advisors on
       an advisory council for broad (or more often, unclear) purposes. When
       these advisors come together, they have little in common and have little
       they collectively can offer. Therefore, they rarely remain engaged. When
       a land trust has a diverse group of individuals that it wants to engage, it
       should consider involving them individually as ad hoc advisors rather
       than collectively in a council. In nearly all cases, the land trust will receive
       better input and will find more meaningful roles for the volunteers.


100        Land Trust Boards: Preparing for Perpetuity



Circles of Involvement
These three circles of involvement - board members, committee
members and advisors - provide a wide choice for individuals to be
involved with a land trust. For those with a significant amount of time
and broad interest, a board role can be perfect. For those with less time
but strong commitment and a focused area of expertise or interest, a non-
board committee role may fit well. Finally, for those who have limited
time but interest in helping in a specific way, the role of advisor might
be perfect. By having three options instead of one, land trusts have a
much greater chance of involving people in the organization in a way
that makes sense and where they can be successful. Taken as a whole,
these volunteers represent a reservoir of talent, experience and commit-
ment that can be utilized immediately as well as tapped for future board
service.
These circles also provide a means for recruiting people into the organi-
zation more effectively. By recruiting volunteers to be involved in more
limited ways at first, land trusts give people a chance to "try on" the orga-
nization before they commit to a greater level of involvement. Think of
it as dating before getting married! Volunteers can start as an advisor or
committee member, and "trade up" to more substantive roles as the fit
succeeds and their time allows.


                      Circles of Involvement

                                People who know you


                                    Supporters

                                                                                 This diagram illustrates the interrelationship 
                                     Advisors
                                                                                 of the board to several other layers of support 
                                    Committees                                   and involvement. By involving people in the 
                                                                                 outside of the diagram and systematically 
                                                                                 moving them inward, an organization creates 
                                      Board                                      greater overall strength and easier transitions 
                                                                                 for volunteers and leaders. In addition, the 
                                                                                 circles provide an important way to "capture" 
                                                                                 leadership talent that leaves the board.







                                                       Keeping Boards Strong     101



                                                                    Shared Responsibility for 
                                                                      Circles of Involvement

                                                                                    Advisors


                                                                                   Volunteers

Both the board and the staff have a set of                                         Governing
                                                                                   Committees
connected relationships that should be 
developed and supported. Recognizing when                                            Board
people's interests are focused on either 
                                                                                     Staff
board governance activities or staff manage-
ment functions will help align volunteers with                                      Program
                                                                                   Committees
the land trust more effectively.

                                                                                   Volunteers


                                                                                    Advisors




                                              Likewise, people can move out of the organization in a more orderly way.
                                              If board members who leave the board lose touch with the organization,
                                              the land trust can lose important contacts, experiences and perspectives.
                                              If board members leave the board, but stay connected on committees or
                                              as advisors, they can continue to contribute and make a difference, even
                                              at a lesser degree of involvement.
                                              At some point, every organization has a board member (or two) who isn't
                                              fulfilling the expectations of the position. While the tendency is to attri-
                                                  bute this lack of involvement to behavior, it is more likely that the prob-
                                                  lem is one of a poor fit. By "redefining" their relationship to the land trust
                                              - that is, by finding them a role as a non-board committee member or
                                                  advisor - the organization may find a way to increase the volunteers'
                                                  effectiveness and satisfaction. The key is to have options available, and to
                                                  pay attention to people who are not participating. They may be sending
                                                  up a distress signal and be asking for a new role within the organization.
                                                  Land trusts that develop and manage these multiple levels of involvement
                                                  discover many benefits. More people become engaged in the land trust's
                                                  work. They get involved in ways that are beneficial for all concerned.
                                                  And they are more willing to move to greater levels of involvement and
                                              responsibility later on.
                                              There is a general volunteer adage that says, "Recruit to task, upgrade to
                                                  project, evolve to leadership." The levels of involvement just discussed


                                           102        Land Trust Boards: Preparing for Perpetuity



echo this philosophy and can be applied to many aspects of how land
trusts engage volunteers.

The Age-old Question: Term Limits?
Land trust boards often debate whether they should consider imposing
limits on the number of terms a board member may serve. Both sides
have strong arguments:

    * For term limits: Unless there are policies that limit the tenure
      of board members, land trusts may stagnate. They fail to bring
      in new people with new ideas, new connections and new energy.
      The board becomes reluctant to ask those who still want to serve
      to step off the board in order to create opportunities for new
      people to serve. They are too polite for their own good! By having
      a term limit policy, boards won't let personal desires interfere with
      the best interests of the organization.
    * Against term limits: Why push away strong, capable and
      connected leaders if they want to continue to serve? Term limits
      remove the potentially strongest board members for arbitrary
      reasons. Land trusts should have the best people serving on the
      board, and if they want to serve for a long time - great - as
      long as they continue to fulfill the expectations of the position.
While many land trusts incorporate - and the Land Trust Alliance recom-
mends - term limits, there isn't one correct solution to this issue. Every
organization needs to decide on its own. However, land trusts can make the
decision easier by implementing circles of involvement. By actively recruit-
ing people to serve on committees who aren't on the board and engaging
other leaders in personally specific ad hoc advisory roles, the land trust can
reduce the negative effects of term limits. Board members who step off the
board don't go away; they stay active on a committee or stay connected
in a way that makes sense for them as advisors. In this way, term limits
are simply temporary adjustments in the status of key volunteers, allowing
them to move back onto the board again after a year or two.

Protecting Board Members
Potential board members are often concerned about their personal liabil-
ity for the actions of the board and land trust. Questions about liabil-
ity pose an interesting challenge to recruiting and retaining great board
members. Organizations need to protect board volunteers against the
risks inherent in the work of conservation, including litigation.
Board members are volunteers who generally are shielded from liability in
two ways. First, the "corporate shield" that protects for-profit corporate



                                                 Keeping Boards Strong          103



                                              board members from liability works the same way for nonprofit boards.
                                         While the corporation may expose itself to risk in the decisions it makes, it
                                              is generally difficult to penetrate the corporate shield except in extraordi-
                                              nary circumstances, such as gross negligence or malfeasance. This provides
                                         important protection to board members.
                                         Second, nearly every state now has a law on the books limiting the liabil-
                                              ity of community volunteers working sincerely to make a difference in
                                              the community. Land trusts need to take steps to take full advantage
                                              of these board indemnification provisions, including incorporating an
                                              indemnification clause in their bylaws. Groups should consult an attor-
                                              ney to ensure that they have taken full advantage of these state laws and
                                              guidelines. (For more information, see the Land Trust Alliance course
                                         "Nonprofit Law and Recordskeeping for Land Trusts.")
                                         The easy steps described above can significantly limit board members'
                                         exposure. Unfortunately, it doesn't ensure someone won't try to file a
                                         lawsuit anyway. For most land trusts, insurance - usually a general liabil-
                                              ity policy and a "directors and officers" policy (also called D&O insur-
                                              ance) - provides yet another layer of protection, including protection
                                         from the costs of litigation defense. (For more information, see Practice
                                         6I, Risk Management and Insurance.)
                                         Ultimately, the best protection for board members lies in smart decision-
                                              making, active participation and prudent actions. If board members follow
                                              simple guidelines, they will fulfill the basic requirements of their fiduciary
                                              responsibilities:
                                                 1.  Make sure your land trust's mission is clear, and that the mission
                                                     is followed.
                                                 2.  Attend all, or nearly all, meetings of the board or committees of
                                                     which you are a member.
                                                 3.  Review bylaws periodically to determine that they conform to
                                                     the law and that they incorporate all amendments that have been
                                                     made through prior resolutions.
                                                 4.  Make sure bylaws are followed and enforced.
Consents to corporate action: A                  5.  Use consents to corporate action in lieu of meetings. This decision-
decision-making tool that allows a                   making tool allows a land trust to take action through a written
land trust to take action through a                  consent agreement rather than having to call a separate meeting.
                                                     The appropriate background and relative information is presented
written consent agreement rather                     to the board in the form of a memo or other brief narrative, along
than having to call a separate                       with a recommendation for the action to be taken. This approach
meeting.                                             ensures the board exercises proper decision-making authority, but
                                                     also can be an efficient use of board time. With these actions, all
                                                     directors must agree and sign.


                                       104        Land Trust Boards: Preparing for Perpetuity



   6.  Maintain a current list of your land trust's board members.
   7.  Request that the land trust distribute important written materials
       in advance of board meetings at which action is to be taken.
   8.  Insist on advance notice to all directors of any major item of
       business to be acted upon at the next meeting.
   9.  Read, analyze and understand financial statements, budget
       proposals and other reports. Raise at least one question with
       respect to each financial document at any meeting called for the
       purpose of reviewing financial documents. Expect solid, busi-
       nesslike answers from your land trust.
   10.  Question all reports demonstrating inconsistencies, material
       errors or other evidence of sloppy work.
   11.  Seek expert counsel - legal, accounting and otherwise - to
       supplement board member understanding and experience when
       dealing with complex issues.
   12.  Thoroughly review all minutes prepared by the secretary to
       ensure that critical matters, including resolutions and discussions
       of complicated and controversial topics, have been covered.
   13.  Adopt a written conflict of interest policy that conforms to state
       and federal law.
   14.  Ensure that the IRS is kept advised of all material and substan-
       tial changes in the organization that are within their jurisdiction,
       including any substantive changes in purpose and modifications
       to the articles of incorporation.
   15.  Have the most current articles and bylaws of the land trust
       reviewed by competent legal counsel to ensure that they take full
       advantage of state law concerning indemnification and protec-
       tion of board members.

The Building Blocks for Creating a Strong Board 
- Board Development
Building a strong land trust board has never been a matter of chance or
luck. Great boards are crafted. They are the product of care and fore-
thought. Board development is the process by which organizations
define what they want their board to look like and how they then create
their board in that image. It goes well beyond just strategic recruiting; it
includes several key steps to support a board once great board members
are in service.
The five components of board development are recruiting, orienting, train-
ing, evaluating and recognizing board members. When done completely
and successfully, these five components of board development ensure that


                                                 Keeping Boards Strong          105



                                         a land trust has the right people to meet its needs, and that these people
                                         are prepared, aware, motivated, and supported in their efforts.

                                                  * Recruiting. The process of identifying the right individuals to
                                                    meet the needs of the land trust and convincing them to become
                                                    part of the organization.
                                                  * Orienting. The steps taken to give new board members informa-
                                                    tion on the organization's background, programs and culture.
                                                  * Training. The regular efforts to build new skills and abilities
                                                    among existing board members.
                                                  * Evaluating. The annual task of evaluating individual board
                                                    members' contributions to the board, and evaluating the board's
                                                    contribution to the individual board members.
                                                  * Recognizing. The ongoing process of recognizing work well
                                                    done and thanking board members for their commitment and
                                                    the contributions they make to the organization.
                                         Recruiting
                                         When an organization is actively recruiting board members, it needs to
                                              be strategic and proactive in identifying the right people to fit its needs. A
                                              land trust can identify its needs using a profile grid that defines the skills,
                                         connections and demographics it would like to have represented on the
When an organization is actively              board. When it applies these criteria to its existing board members, gaps
   recruiting board members, it          emerge that can serve as recruiting profile priorities. For example, if a
 needs to be strategic and proac-             land trust has two vacancies among its 15-member board, it may find
     tive in identifying the right            that it lacks someone with knowledge about financial management and/
          people to fit its needs.            or connections to government agencies. When the group recruits to fill
                                              those vacancies, it now is more specific about who it hopes to attract to
                                              the land trust: a person that has accounting experience or government
                                              connections. Recruiting in this way demonstrates an effort to identify
                                              and attract the person or persons necessary to strengthen an organiza-
                                         tion's diversity requirements. The more specific a land trust is about its
                                         needs, the more successful it will be in finding the right person to fill the
                                         vacancy.

                      Example            The Okanogan Valley Land Council in north-central Washington recog-
                                         nized that the makeup of the board had evolved narrowly to include board
                                         members from Seattle with second homes in the area, and a few local lead-
                                         ers with limited local connections. To become more integrated into the
                                         community, and to bring a broader set of skills to the organization, the
                                              group employed the profile grid to identify all the criteria they would like




                                       106        Land Trust Boards: Preparing for Perpetuity



         Okanogan Valley Land Council Board Profile Grid

                                                                                                                                                                                                                                                                                                                                           ven
                                                                              José CynthiaSam WalterLydia Dawn Ste Lamar
  Skills and Knowledge
      Accounting/Financial Mgt.                                                                                                                                                                                                                                                             
      Personnel Management                                                                                                                                                                            
      Fundraising
      Strategic Planning                                                                                                                                                                                                                                                                                                                                                 
      Nonprofit Management                                                                                                                                                                                       
      Leadership                                                                                                                                                           
      Public Relations/Publications                                                                                                               
      Meeting Skills                                                                                                                                                                                                                                                                                       
      Legal Issues                                                                                                                                                                                                                                                                                                                                                                      
      Education                                                                                                                                                                                                                               
      Biology/Site Ecology                                                                                                                                                                                                                                      
      Grassroots Organizing                                                                                    
      Real Estate                                                                                                                                                                                                                                                                                                

  Contacts and Influence
      Business Community                                                                                                                                                                                                                                                                                                                                            
      Media                                                                                                                      
      Government Agencies
      Ethnic/Minority Groups                                                                                                                                                                                                                                                                                                                                                       
      Conservation Organizations                                                                                                                                                                                       
      Native American Tribes                                                                                                                                                                                                                                                          

  Demographics
      Female                                                                                                                                                                                                                                        
      Under 45 years                                                                                                                                                                                                                                                                       
      Ethnic/Cultural Minority                                                                                                                                                                                                                                                                                               
      Rural Oregon                                                                                                                                                                                                                                                                                                                                  
      Low income                                                                                                                                                                           


represented on the board. Comparing the desired makeup to its current
representation, the group focused its recruiting efforts on a more refined
profile. Its subsequent recruiting efforts were more strategic and more
successful. Within a year, two new board members had filled in the grid,
with subsequent recruiting expected to diversify the board more fully.




                                                                                                                                                            Keeping Boards Strong                                                                                                                                                                 107



                                               When a group is looking for additional board volunteers, it needs to know
                                               where to find them. A common and successful approach is for board
                                               members to look among their friends and associates for someone who fits a
                                               particular profile. This can be useful, but it has a limitation: it tends to iden-
                                               tify people who are already very much like existing board members. While
                                          this "friends and family" approach may be simple, it can work against a land
                                          trust's efforts to build diversity. If "birds of a feather flock together," then
                                          diversity sometimes depends on reaching out beyond the flock to others
                                          who are interested but otherwise disconnected from the organization.
     A diverse board doesn't just 
        look better; it acts better.           The Benefits of Board Diversity
                                               If a board is to respect its community, it should reflect its community.
                                               Diversity is a hot-button issue for many organizations today and for
                                          good reason. Minorities are particularly underrepresented on nonprofit
                                          boards, accounting for less than 15 percent of board members although
                                               they currently make up 27 percent of the population. Similar disparities
                                          exist along gender and class lines.
                                          Why do most boards seek greater diversity? To avoid public embarrass-
                                               ment. However, that's not a very compelling reason to diversify. There are
                                          much better reasons. Many nonprofit organizations have come to see that
                                          diversity on the board has moral value as well as practical value. A diverse
                                          board doesn't just look better; it acts better. By reflecting the constituencies
                                          it serves, a diverse board of directors better connects to those constituen-
                                               cies. Board members build relationships to the many individual "commu-
                                               nities" that make up a larger community. A more diverse board captures
                                          a broader set of experiences that leads to more thoughtful, creative and
                                               expansive decisions. It increases the potential for grassroots community
                                               support. It ensures expertise. It increases community legitimacy. It affirms
                                               principles of fairness and equity basic to a democratic society.
Less diverse groups may be easier 
to manage, but they rarely make                There can also be a downside to diversity that should be acknowledged.
     better decisions or do better             Groupsthataremorehomogeneous(lessdiverse)havesimilarbackgrounds
   work than diverse groups that               and experiences on which to build a common culture and greater cohe-
 truly reflect their communities.              sion. They have common ways of thinking and common social networks.
                                               These commonalities make groups more cohesive, but they can also lead
                                               to "group think" and a lack of critical analysis. Less diverse groups may be
                                               easier to manage, but they rarely make better decisions or do better work
                                               than diverse groups that truly reflect their communities.
                                               There are many different aspects to board diversity. Some of the ways in
                                               which organizations can be diverse include:
                                                 1. Task-related knowledge, skills and abilities;
                                                 2. Connections to various community sectors;


                                        108        Land Trust Boards: Preparing for Perpetuity



  3. Demographic attributes including age, gender and ethnicity;
  4. Values, beliefs and attitudes; and
  5. Personality and behavioral styles.
Boards must decide how diverse they need to be to reflect the communities
they serve effectively. This type of self-awareness can be difficult. Bringing in
outside expertise to help in such an assessment can be important. Once the
group is clear about where it is and where it would like to be, it can incor-
porate those goals into its board recruitment strategies and see progress in its
diversity-building efforts. (See also Practice 3B: Board Composition.)
Land trusts that invest in active outreach to new groups, new neigh-
borhoods and new neighbors often will find connections outside of the
current "flock." Groups committed to building diversity also allocate
time to participate in community events outside their regular spheres of
influence - the Cinco de Mayo celebration, neighborhood meetings,
church socials, and events sponsored by groups with profiles that fit their
needs. These are all opportunities to build relationships that can be future
connections to a new group of leaders capable of adding new perspectives
and backgrounds to the leadership of a land trust.

Other Places to Recruit Board Members
Another successful source of board members is other organizations. We
all know that some boards don't do a good job of supporting and engag-
ing their board members in the work of their organizations. Their meet-
ings run too long. Their board member training is limited or nonexistent.
Often, these board members are not satisfied with their contribution of
time. They likely are looking for something else - something your land
trust can provide. Identifying people from other organizations has the
advantage of selecting among board members who already are commit-
ted to board service. If participation in your land trust doesn't represent
over-commitment on their part, selecting board members from other
groups provides a more focused target for new board prospects.
When recruiting, it's important to remember the lessons of the circles of
involvement discussed above: land trusts may be more successful if they
recruit leaders as advisors and committee members first. This is less of
an initial commitment and gives the potential board member a chance
to start in a small way before becoming engaged in a big way. If the fit is
right, it's an easy move from committee member to board member. And
both the board member and the board of directors understand what they
will get from the move. The most successful recruiting strategies include
year-round recruiting to fill the outer circles and ensure a deep pool of
talent when it is time to recruit for the board.


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              Developing a Profile Grid
              Use the sample profile grid provided to create a recruiting tool that matches the needs of 
              your land trust. Take the following steps in modifying the grid.

                 1. Highlight the items on the completed grid that match your land trust's criteria
                      for board diversity. If needed, restate the items to meet your board's requirements.
                 2. Eliminate the items on the grid that don't fit your organization. If they can be
                      modified to fit, change them. If they don't relate in any way, remove them.
                 3. Re-prioritize the items in each section. List the most important items for your
                      land trust first and the least important last.
                 4. Rewrite the profile grid using the blank profile grid. Incorporate the names of
                      your board members across the top, using more than one grid if necessary.
                                                                        5. Make a preliminary judgment
                                                                              about the criteria covered by exist-
                                                                              ing board members. By process of
                                                                              elimination, identify the profile of
                                                                              potential board members that will
                                                                              best complement existing board
                                                                              member skills, connections and
                                                                              backgrounds.
                                                                        6. Reflect on this process to decide
                                                                              how it could be done as a group
                                                                              with your board development
                                                                              committee, board of directors or
                                                                              some other board leadership team.
                                                                              What is the best way to get honest
                                                                              feedback on the characteristics
                                                                              each board member brings to the
                                                                              trust? How might this process be
                                                                              managed over time to keep it fresh
                                                                              and helpful?










                           110      Land Trust Boards: Preparing for Perpetuity



                                                                E   X   E   R   C   I   S   E     2




                          Board Profile Grid



Skills and Knowledge














Contacts and Influence









Demographics













                                       Keeping Boards Strong        111



  Orienting
  Recruiting is the first step in the board development process, but orient-
  ing prospective and new board members is an essential second step.
  Orientation is an investment made by an organization to clarify expecta-
  tions up front, and provide the information that makes a board member
  successful and engaged right away. If a board member does not engage
  with the organization quickly, the land trust loses momentum and the
       potential early contributions that person could make. So, the sooner
       a new board member feels comfortable and connected, the sooner the
       organization benefits from that person's role on the board.
       Successful orientation begins early in the recruiting process by help-
  ing prospects understand the expectations of board service. A recruiting
  packet of basic information (job description, board list, strategic plan,
       budget, board member agreement, etc.) provides the core information
       needed to understand the nature of the organization and the role played
  by the board. Such information can help prospects decide if the land trust
  is asking for something they can give. Groups work against themselves
  when they are not honest about what is expected of board members.
  Job descriptions are critical and should be offered early in the recruit-
  ment process. The job description defines the basic requirements of
       board service, including both general roles and specific expectations. If
       the expectation is too much or off target for your prospect, it's good to
  know that up front. This early education provides an opportunity to find
       a better fit for a prospective volunteer, such as a non-board committee
       member or an advisor.
       Orientation steps up after a person agrees to serve on the board. At this
       point, land trusts must invest some time in a board member so that he
       or she understands the details of how the organization operates. A more
       extensive orientation packet provides even greater detail than the recruit-
  ing packet. Often this information is contained in a board member book
  or manual that includes detailed information about programs, person-
  nel, plans, and policies. In addition, a board member agreement can pick
  up where the board job description left off by defining more specifically
       the board member's individual interests and what he or she hopes to get
  back from his or her board service. This agreement coupled with the job
  description is significantly more helpful in clarifying expectations than a
       job description alone.
       An orientation process also can include a tour of critical properties
       protected or identified for protection. This can be one of the most posi-
  tive and enjoyable introductions a new board member can have to the



112        Land Trust Boards: Preparing for Perpetuity



land trust. It is also a great way to highlight the opportunities and chal-
lenges the organization faces in its conservation work. And it can help
set the stage for more informed board decisions regarding conservation
transactions.
Land trusts also can benefit by connecting new board members to exist-
ing ones by assigning mentors. In this role, a veteran board member is
available to answer questions and address new board member concerns.
The veteran may call a new board member between meetings to see if
he or she has any questions or needs any additional information. Again,
by taking the time to build board relationships, a land trust invests in a
board member's immediate contribution and success. By emphasizing
such mentor relationships, the organization is demonstrating very posi-
tively that the new board member is an important part of the team and
worth the investment of time and energy. The best mentor relationships
often come about when someone the new board member doesn't know
serves as the mentor. Bringing together strangers not only overcomes
some sloppiness that may come with familiarity, but also builds another
relationship that will strengthen the board overall.


























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              Board Member Orientation
              Review the list of board orientation tools to see which ones your land trust currently has 
              in place. Decide if others would be helpful.


                                                   Tool      Have it Improve it Don't have it Don't know
              Board recruiting packet
              Board manual
              Orientation meeting
              Mentoring program
              Fundraising packets
              Property/project slideshow
              Tour of properties
              Other (list)



                                                                  Notes

















                              114    Land Trust Boards: Preparing for Perpetuity



Training
At some point, the information provided to new board members takes
the board member out of "new" status and makes them ready for service.
But the need for more information continues for all board members.
That's where training comes in. Practice 7D, Availability of Training and
Expertise states: "Volunteers and staff have appropriate training and expe-
rience for their responsibilities and/or opportunities to gain the necessary
knowledge and skills."
All board members benefit from ongoing training and development.
Training investments, including presentations, tours and workshops,
pay for themselves many times over in greater service, greater commit-
ment and more generous support. A land trust should develop an overall
strategy for board training that includes workshop opportunities outside
of the organization (such as regional or state land trust conferences or
the National Land Conservation Conference: Rally), inside the organiza-
tion (such as a training for all board members on how to read financial
statements), and individual training and development opportunities for
single board members (such as participation in community workshops
and networks of nonprofit organizations).
A land trust should organize its training needs on a training calendar that
schedules the specific times that these events will take place. This calen-
dar can include both simple, short training sessions (such as 30 minutes
focused on the land trust accreditation process) as well as more extensive
training sessions, perhaps connected to a board retreat (such as a train-
ing and role playing for board leadership in major donor fundraising).
Often, a board development committee will solicit training topic ideas
from board members, and then will synthesize this list into a set of three
or four training sessions each year. The frequency and duration of train-
ing sessions depends on the group's needs, board member availability and
commitment to professional development.
Training programs should include specific information about conserva-
tion priorities and issues facing the land trust. Board and staff members
usually have their fingers on the pulse of conservation issues throughout
their community. Bringing those issues into the boardroom, and help-
ing board members see and understand the questions about steward-
ship challenges, conservation priorities and educational events, leads to
better decision making. It also gives board members small, but impor-
tant connections to the conservation agenda that make them feel more
connected to the vital land protection work of the organization.




                                                Keeping Boards Strong          115



                                          Training is critical to building capabilities within an organization, but
                                               there are important limitations to training. A land trust that lacks board
                                               experience in fundraising might look to training to help make fundraisers
                                               out of existing board members. However, if the board lacks the commit-
                                          ment to fundraise - if they have no motivation to learn - no amount
Training is valuable only when it         of training will help. Training is valuable only when it is preceded by
is preceded by commitment. It is          commitment. It is most effective when it builds on existing skills and
most effective when it builds on               talents rather than starting with a blank slate. Groups need to consider
 existing skills and talents rather            these realities as they plan their training efforts.
 than starting with a blank slate.



                                                                                    Notes




























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Creating a Training Calendar
Consider the following questions when creating a training calendar for your board. Use 
this as a starting point for a more comprehensive board training program.

  1. What are the topics of greatest importance to our land trust's mission and
      programs?
  2. What organizational issues seem to be the most challenging for us?
  3. Which training topics can be incorporated into other core activities (for exam-
      ple, financial statement training as part of an audit presentation, stewardship
      training as part of staff reports, etc.)?
  4. What amount of time is available for training? Do we have time available at
      annual retreats? At regular board meetings? At committee meetings?
  5. What is the tolerance of board members for high-quality training? How much
      are they willing to invest in their training and development? What is the
      budget for such training?
  6. What resources (Land Trust Alliance National Land Conservation Conference:
      Rally, regional conferences, local organizational training programs) are avail-
      able for our land trust? How cost effective are they for our training needs?
  7. Who is a likely champion for training within our organization? Does that
      person have the respect of other board members - will they follow?



                                              Notes














                                                      Keeping Boards Strong             117



       Evaluating
       Board development is a systematic effort to strengthen and sustain the
       effectiveness of a board of directors. Nearly all organizations understand
       and engage (to some degree) in efforts to recruit, orient and train their
       boards. The final two board development pieces - evaluating and recog-
       nizing board members - are as fundamental as the first three, and the
       most neglected. These two elements of board development seem most
       difficult for groups to address, despite their clear benefit to the health and
       effectiveness of a board.
       Why evaluate the board? The reason is simple - to determine if the
  board meets the land trust's needs. Evaluation tests assumptions about
  the composition of the board, and the commitment and follow-through
  of individual board members and the board as a whole. It creates a regular
  opportunity to identify where problems might exist, and develop strate-
       gies to fix these problems. Other reasons include:
          1.  To ensure that the board represents the entire community;
          2.  To determine if the board is achieving its objectives in policy
             development and specific board tasks;
          3.  To pinpoint board strengths and weaknesses;
          4.  To pinpoint the strengths and weaknesses of the individual board
             members and the roles they fill;
          5.  To foster growth and development of individual board members;
          6.  To set a climate of evaluation for the entire land trust;
          7.  To highlight areas in which the land trust could/should change;
          8.  To demonstrate to the community the sincerity of purpose of
             the board and the fact that the board takes its responsibilities
             seriously;
          9.  To help those board members who are trying to provide better
             leadership in the community; and
          10.  To give perspective to board functions and allow the board to
             look at an overview of future tasks.
  Evaluation can focus on the overall performance of the board, or it can
  focus on the individual contributions of board members. Both approaches
  are helpful, but each provides slightly different information. For purposes
  of board development, individual board evaluations provide feedback
  that helps each board member understand and improve his or her contri-
       bution to the organization. It can also help the board as a whole improve
       its follow-through in support of individual board members. For exam-
       ple, if an individual board member wishes to learn how good meetings



118        Land Trust Boards: Preparing for Perpetuity



work, an evaluation that considers how successful a meeting was can help
the group understand if that experience has been gained. If it hasn't, the
board can decide how it might better run future meetings, simultane-
ously serving both the entire board's and the individual board member's
needs.
A more global assessment of board performance is also important. It is
common to do such an assessment prior to making specific planning
decisions or other organizational development changes. While both types
of evaluations - individual and collective - are valuable, they offer very
different benefits to the organization.
Individual evaluation is a commonly accepted practice among profes-
sional organizations. These groups recognize the need to evaluate staff
and give them feedback on how they can improve. Yet these same groups
don't apply this same standard to their essential volunteers. Evaluation
helps volunteers in all the same ways that it helps professional staff.
If done correctly (and this is crucial), evaluation is critical in making a
land trust stronger, more effective, more accountable, and more satisfy-
ing for board members. Part of "doing it right" is looking at evaluation
as a two-sided process. Board members need to evaluate the effectiveness
of the board in supporting their needs just as much as the board needs
to evaluate board members' effectiveness in supporting the needs of the
land trust. If done positively and with both sides in mind, evaluations
can be valuable tools.
The fundamental purpose of an evaluation is to determine if the expecta-
tions of a relationship between a board and board member are being met.
Clear expectations are key to this effort. If board members are unsure
about what is expected of them, it will be difficult for them to meet
those expectations. Likewise, if a board member is unclear about what
he or she hopes to gain from his or her board service, the land trust will
find it difficult to meet those needs. Good evaluations begin with good
orientation - defining the expectations and desires of both sides of the
organizational relationship. If the expectation is clear and agreed upon in
advance, evaluation becomes simply a matter of taking stock.
Two tools that help clarify expectations are the board member job descrip-
tion and the board member agreement. If these documents define expec-
tations up front, they become an ideal framework to measure success
later on.






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              Completing a Board Member Agreement
              Use the blank board member agreement on the facing page to test the usefulness of this 
              tool and this process.

                 1. Read over the entire agreement. Get a feel for the two sides of the document
                      - one identifying what the board member hopes to get out of the relation-
                      ship, and the other identifying what the board member is willing to contribute
                      to the land trust.
                 2. Answer the first four questions on the first page. Add as much detail as you
                      can.
                 3. Reflect on the answers.
                       *    How is the information in the first section different from the second? How
                            does this reflect the need to balance selflessness and self-interest?
                       *    What do the answers from the second and third questions say about your
                            ideal role in the organization? Is there a better place for you than on your
                            current committee/role?
                       *    How might this document help the board find the right fit for people
                            within the land trust? How could it be modified or adapted to best serve
                            the organization?
              A useful structure for a board evaluation process is to recast the board member agree-
              ment into a self-evaluation tool. In this way, a board member assesses how well he or
              she has met the expectations he or she agreed to. He or she also can provide feedback
              on how well the land trust has met his or her needs and expectations. This two-sided
              approach often leads to more honest and effective feedback for both sides.















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Board Member Agreement
As a board member, I have certain expectations about my involvement with this board. 
These expectations include both what I want to give and what I want to receive in return.

What I Expect from the Board
I want to serve on this board because: __________________________________
_______________________________________________________________


The things I expect to enjoy the most about being on this board are: ____________
_______________________________________________________________


The things I expect to enjoy the least are: ________________________________
_______________________________________________________________


There are certain personal or professional goals that my involvement in this group can 
help satisfy. The areas where I want to grow are: ___________________________
_______________________________________________________________


I expect the following from this organization:

    * Clearly defined roles and responsibilities for board and staff members, including 
      clear lines of authority.

    * Orientation and training necessary to enhance my effectiveness as a board 
      member.

    * Materials provided in advance of meetings where decisions or deliberation will 
      occur.

    * Timely and accurate financial reporting.

    * Appropriate use of committees to assure efficient use of board and staff time.










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              I also recognize that this board has certain expectations of its members. It is as important for 
              the board to get what it needs from me as it is for me to get what I need from the board.

              What the Board Expects from Me
              As a board (or committee) member, I believe that I bring the following strengths, skills and 
              knowledge to this organization:_________________________________________
              ________________________________________________________________

              I am willing to serve this organization in the following areas: ___________________
              ________________________________________________________________

              I accept responsibility for ALL of the following:

              Time Commitment:
                   * Attend board orientation and training sessions.

                   * Attend board meetings, committee meetings and membership meetings.

                   * Complete assignments and prepare for meetings.

              Participation:
                   * Participate in board fundraising activities and make a financial contribution to the 
                      organization to the best of my ability.

                   * Participate in meetings and ask appropriate questions when needed.

                   * Serve on at least one committee as a part of my board role.

                   * Participate in the ongoing tasks of the board.

                   * Act as an advocate for the organization to the outside public.

              Knowledge and Preparation:
                   * Educate myself on the land trust's purpose, history and needs.

                   * Keep current on the outside trends affecting this organization.

                   * Keep current on the role and responsibility of board involvement.


              I have read and agree to this commitment as a member of the board of directors.


              Signature                                                                    Date



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Which Evaluation Tool Works Best?
Create the tools and process for performing a board evaluation.

  1. Review the two evaluation forms that follow.
       *    Which feels most appropriate for the culture of your land trust?
       *    Which are board members most likely to complete?
  2. Identify the ways in which board members are currently apprised of the expec-
      tations for their board service.
       *    Does your current orientation provide clear statements of expectations that
            a board member could understand and evaluate?
       *    Are they measurable?
       *    Does it include questions about what the board member hopes to receive
            from his or her board service?
       *    What changes can be made to these orientation tools to support better
            evaluation?
  3. Modify the evaluation tool you prefer to make it more appropriate for the
      task.
       *    Who should be involved in finalizing these modifications?
       *    What resistance to this evaluation process is most likely to occur? What
            information or which leader is most likely to persuade board members to
            participate?


                                                Notes












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              Board Member Self-Evaluation A
              Below is a list of specific expectations from your board agreement that you wanted to get 
              out of your involvement with this organization.
              ________________________________________________________________
              ________________________________________________________________

              How well did this organization give you what you wanted? _____________________
              ________________________________________________________________
              ________________________________________________________________

              What could be done to improve your satisfaction with this board?
              ________________________________________________________________
              ________________________________________________________________
              ________________________________________________________________

              What could the board do to improve relationships among board members?
              ________________________________________________________________
              ________________________________________________________________

              Below is a list of specific things from your board agreement that you wanted to give to this 
              organization as a board member. _______________________________________
              ________________________________________________________________
              ________________________________________________________________

              Were you able to give what you wanted to give? ____________________________
              ________________________________________________________________
              ________________________________________________________________

              What could be done to improve your contribution? __________________________
              ________________________________________________________________
              ________________________________________________________________

              What could this organization do to help you with your contribution to the board?
              ________________________________________________________________
              ________________________________________________________________



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                                                                           E   X   E   R   C   I   S   E     6



Below is a list of specific responsibilities from the board agreement. How would you rate 
your involvement in each area below (1 = Excellent, 2 = Satisfactory, 3 = Needs Work, 
4 = Poor)?

Time Commitment
______  Attend board orientation and training sessions
______  Attend board meetings, committee meetings and annual planning retreat
______  Complete assignments and prepare for meetings

Participation
______  Financially support this organization to the best of my ability
______  Participate in meetings and ask appropriate questions when needed
______  Serve on at least one committee of the board
______  Provide assistance to staff at their request
______  Act as an advocate for the organization to the outside public

Knowledge and Participation
______  Educate myself on the purpose, history and needs of this organization
______  Keep current on outside trends and issues affecting this organization
______  Keep current on the role and responsibility of board involvement

What would you suggest to improve your involvement in the areas above?
________________________________________________________________
________________________________________________________________

Is this evaluation a helpful tool to improve your participation in the board? How could it 
be improved? _____________________________________________________
________________________________________________________________

Does this board ask too much from its members (explain)? ____________________
________________________________________________________________

Is there anything else you would like to say about board members' involvement and 
participation? _____________________________________________________
________________________________________________________________



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              Board Member Self-Evaluation B

              Name ___________________________ Date _____________


              Using the following guide, please rate yourself on the questions below:
                             1 = never a problem
                             2 = sometimes a problem
                             3 = increasingly a problem
                             4 = now a definite hindrance


                        ___ I am able to attend scheduled meetings.
                        ___ I arrive on time for meetings.
                        ___ My schedule is flexible enough to attend emergency sessions.
                        ___ My career does not conflict with my position on the board.
                        ___ I am able to discuss controversial topics effectively.
                        ___ I review background material before meetings.
                        ___ I work easily with other members of the board.
                        ___ I work easily with the executive director.
                        ___ I keep an open mind on issues.
                        ___ I make at least one positive contribution to each meeting.
                        ___ I have a high level of commitment to and interest in our organization.
                        ___ I participate actively on at least one committee.
                        ___ I participate in fundraising as requested by staff and 
                                 make a personal financial contribution.
                        ___ I speak positively about the organization in public.







                              126    Land Trust Boards: Preparing for Perpetuity



Recognizing
Evaluation involves providing feedback on individual performance.
Recognition is the process of providing positive feedback to affirm the
contributions of board members. Recognition comes in many forms -
from loud proclamations in the village square to quiet notes passed at the
end of a board meeting. At its essence, recognition is about telling people
that their contribution of time and effort is making a difference and is
appreciated.
Appropriate recognition depends upon the personality of the individ-
ual and the culture of the land trust. Good recognition programs take
into account each board member's personal style and tailor the feedback
accordingly. Doing so takes a bit more time, but it makes a much bigger
impact and serves its purpose much more completely.
Recognition generally comes in two forms: formal and informal. Formal
recognition includes a plaque provided at the annual meeting in recogni-
tion of a long tenure of board service. It can include an article in the land
trust's newsletter, or some other regular forum of sharing recognition. It
can also include an article in the newsletter of the board member's work-
place. Often recognition among peers is as valuable as any other activ-
ity. The board development committee should focus on these and other
types of formal evaluation.
Informal recognition varies and is, in general, much more valuable.
Informal recognition includes a note of thanks sent to a board member                If more people within an 
after a particularly challenging project. It can also be a quiet heartfelt           organization took it upon 
word of gratitude over coffee. While some people thrive on a big splash              themselves to thank those on 
of thanks, some people don't. However, it seems everyone values a direct             the board that are making a 
word of appreciation. Informal recognition takes less planning, less                 difference, board members 
money and generally serves people most effectively. If more people within            would have a much better 
an organization took it upon themselves to thank those on the board that             sense that their efforts are not 
are making a difference, board members would have a much better sense                just hard, but are also greatly 
that their efforts are not just hard, but are also greatly appreciated.              appreciated.
In this regard, it is worth acknowledging the lost art of the thank you
note. Fewer and fewer people take the time to write a note of thanks
despite good intentions. It is an unfortunate consequence of new technol-
ogy and faster paces. Overcoming the tendency for quick and impersonal
communication might be as simple as distributing thank you cards to
board members and having a few people on the board model good behav-
ior. Not everyone is going to follow suit, but if a few people take it upon
themselves to thank others, organizations will grow much stronger.




                                                 Keeping Boards Strong        127



                  Everyone on the board can take responsibility for thanking people at an
             appropriate time, but the board development committee needs to take
             responsibility to ensure adequate recognition takes place. This commit-
                  tee may focus more on the formal side of recognition, but it will serve
                  the board development process more completely if it considers the infor-
                  mal processes as well. Remember, board members are volunteers who
                  donate their time, talent and treasure to the land trust and should be
                  recognized.

Example           A housing organization in Portland, Oregon, had a program of recogniz-
                  ing board members that included several elements. First, board members
                  are recognized and thanked at key public meetings, especially the annual
                  meeting. Second, the board development committee sought to recognize
             board members in their respective workplaces, including in the company's
             in-house publications and at company events. Third, the group offered
             plaques to thank board members for their term of service when they
             left the board. But the best recognition program of all was at the annual
             picnic. Members of the board development committee would purchase
             inexpensive humorous trinkets that served to highlight a particular
             strength or facet of a board member's service to the group. At the event,
             each board member was thanked, given the joke gift and applauded for
             the unique contribution that he or she provided. The result was fun, light
             and a positive reinforcement of board service.





















           128        Land Trust Boards: Preparing for Perpetuity



                        P   U   T   T   I   N   G     I   T     I   N   T   O     P   R   A   C   T   I   C   E   *   7



How Do I Want to be Recognized?
Everybody likes to be appreciated, but we all have different ways we like to be thanked. 
Reflect on what ways you like best to be appreciated.

  1. What are the ways I have been thanked by organizations in the past? Which of
      these did I like the best?
  2. What recognition have I seen other people receive that I liked? Which of these
      ideas would be positive for me?
  3. When has an attempt to recognize me for a contribution gone wrong? What
      was the intent of the recognition? How did it feel? Why is there a difference?
  4. How do I think our board members might like to be recognized? What are
      the likely recognition approaches that are best for our board? How are some of
      these approaches different than what I would like?
  5. How can our land trust best manage a diverse recognition program that recog-
      nizes each board member's personal style? What can we do to thank people in
      exactly the way they want to be thanked?
























                                                      Keeping Boards Strong             129



                                             Using Meetings Effectively
                                             People have time to give to the land trust; they don't have time to waste.
                                        This is where effective meetings come into play.
                                        Meetings have the potential to be the best of times or the worst of times
                                        for land trusts. Well-run meetings can be lively interactions among peers
                                        that engage diverse opinions, ask and answer the most critical questions,
                                        and lead to great decisions. Poorly run meetings have the potential to be
                                        boring, numbing and de-motivating. Bad meetings can drive people away,
                                             but great meetings keep them coming back for more. Which approach to
                                        meetings does your land trust choose?

                                             Meeting Preparation
                                             There are several key principles that can help boards run better meetings
                                        and make better decisions. The most basic of these is the importance of
                                        preparation. Great meetings don't just happen; someone plans them. The
                                        board member(s) planning the meeting should:

                                                 * Identify the issues to discuss;

                                                 * Research the land trust's options and impacts;

                                                 * Prepare the key decision-makers and participants; and

                                                 * Set the stage for the discussion.
                                        This process can take weeks and sometimes even months. Successful
 Successful meetings focus on           meetings focus on the issue of today, but good leaders focus on the chal-
   the issue of today, but good              lenges their land trusts will face in the months ahead. When anticipation
leaders focus on the challenges         and preparation precede the actual decision facing a board, the result is
   their land trusts will face in            inevitably a better resolution that is much easier to make.
            the months ahead.
                                             The key to this preparation is effective planning processes that antici-
                                             pate organizational needs and trends. These plans sequence actions and
                                        issues over the course of the year, and give everyone a clear sense of when
                                             something is coming forward and the process that will lead to the final
                                             decision. In this way, the staff, committees, advisors and partners can all
                                             anticipate and prepare.
                                             A well-developed agenda embodies successful preparation. A good agenda
                                             is provided to the board (or other group) ahead of the meeting with infor-
                                             mation about the topics to be discussed, the time allotted for each item,
                                             and who will lead the discussion. In addition, a good agenda references
                                             any supporting materials and the purpose of each agenda item. One way
                                             to highlight the purpose of an item is to state specifically whether the
                                             item to be discussed is:

                                                 * For information;




                                      130        Land Trust Boards: Preparing for Perpetuity



    * For input with a decision to be made later; or

    * For action with a decision to be made at this time.
Clarifying the purpose of an agenda item may be one of the most impor-
tant changes a land trust can make to its agenda planning process.

Making Decisions
With proper preparation, land trusts boards can make decisions efficiently.
Input, information and other details should be presented to the board well in
advance of its decision. Timing is essential to good decision-making. Before
you ask your board to make a decision, consider the following questions:

    * Is all the information (within reason) needed to make the deci-
       sion available?
    * Is this the right time for the decision?

    * Can the concerns and questions be anticipated and prepared?
If the answer to all these questions is "yes," this action decision is ready for
the board to discuss and decide. In general, the most important consid-
eration is to make sure the decision doesn't get put off.
Another critical concept for good meetings is that participation equals owner-
ship. People who have responsibility for implementing a key decision need
to have input into that decision - they need to have their "fingerprints" on
the action. If the decision-making body is a small group of people who will
have no involvement in the final implementation of those decisions, there is
likely to be conflict and distance between key stakeholder groups - particu-
larly board and staff. A better approach is to engage everyone who may have
a stake in a decision in some facet of a discussion. This approach doesn't
mean that we devolve into huge meetings with scores of people involved. It                 Another critical concept for 
does suggest that there can be a series of conversations leading to a big deci-
sion that involve a variety of people in a variety of ways.                                good meetings is that participa-
                                                                                           tion equals ownership. People who 
For example, a land trust's decision to broaden its conservation plan to                   have responsibility for imple-
include fee simple acquisition in a critical watershed may be a big depar-                 menting a key decision need to 
ture from the status quo. If that's the case, engaging donors and crit-                    have input into that decision
ical supporters, landowners living in the valley, partner organizations,
and others may be essential prerequisites to the final discussion. At the
moment of truth, it might make sense for the board to engage the staff
and seek their suggestions for the various options. At some point, the
board will need to make a decision based upon input from the differ-
ent constituencies. Engaging many key stakeholders along the way may
prove key to the success of the initiative.
In well-run meetings, everyone should have a clear sense of how decisions
will be made. How to make decisions sounds simple enough, yet groups


                                                   Keeping Boards Strong            131



       often don't have a shared understanding of what rules will govern their
  decision-making. And, if they do have a general sense of the rules, they
  don't always follow them.
  The most common meeting rules are called the Robert's Rules of Order.
       Developed more than 130 years ago as a way to codify parliamentary
  procedures, the Rules have gone through nine revisions and substantial
  change. The basics of Robert's Rules are well known by many - moving,
  seconding and approving a decision - but the details and obscure proce-
       dures are understood by far fewer. Unfortunately, those with an in-depth
       understanding of the guidelines can at times hold the rest of the group
       hostage to their parliamentary grip. The board chair should become
       familiar with the basics of parliamentary procedure in order to recog-
       nize and cope with parliamentary procedure maneuvers. These moves
       are sometimes used to impose the will of the minority on the majority or
  undermine the authority of the chair.
  Decision making by consensus is another model. Consensus decision
  making is often seen as a much better way to make decisions that brings
  everyone along. Consensus leaves no "losers" behind as a result of a demo-
       cratic vote. Instead, consensus tries to find a common ground decision
  that everyone can support to some degree. It empowers anyone to slow
  down - or halt - a decision if they believe there is a flaw. It then forces
  the decision makers to find a solution to address the concern and create
  a stronger, better proposal that everyone can support.
  Consensus decision-making works particularly well when there is a bond
  of trust and respect among all decision makers. Everyone trusts that the
  decision to stall an agreement in the short term represents an investment
  that will lead to a better result in the long term. However, if that collegial-
       ity is absent, people will resent what is perceived as a "veto." Any attempt
       to overcome the conflict to find greater common ground may meet great
       resistance - people will just want to vote. For this reason, consensus takes
       the right group dynamics, and requires more work and greater sensitivity
       among the participants. The payoff of this investment is potentially stron-
       ger decisions, more heartily supported later on.
       In reality, most groups function somewhere between these two approaches
  - perhaps using something like "Bob's Rules." These groups seek to find
  common ground, honor voices of dissent and seek compromise to find
       consensus. But when they get stuck, they take it to a vote. The vote
       carries the rule of the group, and all participants are then expected to
       support the decision.
       However a group decides to run its meetings, it should be clear and consis-



132        Land Trust Boards: Preparing for Perpetuity



tent. Land trusts should define their rules to new board members so that
they can participate effectively. Perhaps most importantly, they need to
apply their rules equitably to all members. Giving one board member the
power of a veto when others are forced to accept the will of the majority
destroys trust and will generate significant problems down the road.

Frequency of Meetings
How often should a board meet? Like so many decisions affecting land
trusts, the answer is, "it depends." The simple answer is that a board needs
to meet as often as is necessary to keep decisions and actions moving, to
create strong bonds of commitment between members, and to anticipate
and prepare for issues coming forward in the future . . . and not one time
more than that!
Practice 3C specifies that a board should meet "regularly enough to
conduct its business and fulfill its duties." IRS guidelines for tax-exempt
organizations suggest that an organization hold a minimum of three in-
person meetings per year, and Land Trust Standards and Practices follows
suit. However, three meetings per year is rarely enough to conduct all the
business of the land trust properly and to establish the interpersonal rela-
tionships critical to effective group functioning.
The most typical arrangement for local land trusts is to meet every
month. When groups cover a larger geographic region, bimonthly or
quarterly meetings are more common. What works for a group often
depends upon many organizational factors, including level of profes-
sional support, organizational culture, cost and difficulty of travel, and
- more often than not - the strong opinion of one or more board lead-
ers. Several key points may be helpful in deciding meeting frequency.

    * If committees are meeting regularly and effectively, it may be                   IRS guidelines for 
      possible to have less frequent full board meetings.                              tax-exempt organizations 
    * If a land trust grows its territory to the point where the travel                suggest that an organization 
      time to a meeting begins to exceed the amount of time at the                     hold a minimum of three 
      meeting, meetings tend to occur less frequently - every other                    in-person meetings per year.
      month or even quarterly.
    * If boards meet too infrequently, it may be impossible for them
      to develop the interpersonal connections fundamental to strong
      board dynamics. Boards that meet four times per year or less need
      to pay particular attention to this issue.
    * Land trusts whose board members may have to travel long
      distances to meetings sometimes limit the number of meetings
      per year to avoid the expense connected with commercial trans-
      portation and mileage reimbursement. If it would benefit the



                                                    Keeping Boards Strong       133



             organization to meet more often, the board should include the
             cost of board travel as a routine item in its annual budget, and
             then ensure it raises the funds.
           * If a board has a significant amount of its work deferred to the
             executive committee because so much is happening between
             board meetings, the board should meet more often.
           * Board participation and meeting a quorum are usually not about
             board meeting frequency - despite what many groups think.
             They are likely to be more about engaging board members effec-
             tively so that they want to participate. They might also be about
             making sure people have the commitment to show up and follow
             through. Ironically, meeting too infrequently may actually exacer-
             bate the problem.
       However, in any land trust there may be times when the volume of busi-
       ness before the board is unusually large or one or more items of business
       are unusually complex, necessitating extra time for deliberation. If antici-
       pated, practical strategies can include scheduling an earlier start, scrap-
       ping non-action items, and alerting board members ahead of time that
       the meeting may run longer than usual. Groups that discuss big direction
       issues in advance (as part of a previous meeting or at a retreat) may find it
       easier to keep the specific decisions short and crisp. In addition, the land
       trust leadership may opt to call a special meeting, usually allowed by the
       bylaws. Finally, there is the parliamentary approach in which the board
       agrees to table the matter to the next regular meeting. This is not feasible
       if a decision must be made without delay.

       Meeting Length
       The length of a meeting varies. Meeting frequency is connected to meet-
       ing length. If a land trust meets every month, it may benefit by limiting
       its meetings to two hours. If meetings can't cover all the business in two
       hours, the land trust may want to:

           * Limit discussion to input and action items;

           * Tighten deliberations; and/or

           * Ask staff and committees to prepare better.
       If an organization uses its meeting time effectively, it may be able to
       limit the business portion of the meeting to two hours, and incorporate
       additional training, orientation, team-building, and other investments in
       board effectiveness into the agenda.

       Executive Sessions
       Sometimes information discussed in a board meeting is extremely sensi-
       tive and inappropriate for non-board members. For example, sensitive


134        Land Trust Boards: Preparing for Perpetuity



information about a lawsuit or land negotiation may not be appropriate
for land trust members to hear, even if the board has made a commitment
to having an open and transparent decision-making process. Likewise for
organizations with staff, discussions about salaries, personnel reviews and
other personnel issues should not include the staff members affected by
the decision. In these cases, the board should consider holding an execu-
tive session - a meeting closed to everyone other than board members
and appropriate select advisors of their choosing. These meetings allow
the board to open up and share sensitive or personal perspectives that
need to remain confidential.
One mistake groups make with executive sessions is that they only hold
them when there is a crisis. If the only previous time the organization has
had an executive session someone got fired, people will be understandably
ill-at-ease if the board decides to go into executive session again. Instead,
organizations should consider having regular executive sessions, perhaps as a
scheduled part of every board meeting. Doing so offers several advantages:

    * It removes the stigma of the session and helps everyone recog-
      nize that these meetings are a healthy part of any organization's
      deliberations;
    * It provides the board with a chance to share perceptions they
      have about staff, and the executive director in particular, with the
      board chair, making his or her job of supervising the executive
      director easier and more effective; and
    * It gives board members an opportunity to raise issues of impor-
      tance that they might otherwise be reluctant to address. Such
      an opportunity can boost morale, can help everyone feel better
      about their involvement, and can help an organization correct
      problems that might otherwise remain invisible to the full board.
There are several guidelines for how an executive session should be held.

    * All information spoken in an executive session should remain
      confidential. If people in the meeting can't hold the information
      in confidence, they should not be in the meeting.
    * Records of key decisions (such as salary decisions) should be kept
      in separate minutes held separately from the other minutes of the
      board. One common approach is to have a separate "executive
      session" file maintained by and passed along to each secretary of
      the board.
    * When personnel issues are under discussion, the general topics
      of discussion should be clear and open. The details, including
      what is said by whom, should not. Immediately after an executive
      session, the chair should share the general outcome of the discus-
      sion (if appropriate) with the executive director.


                                                 Keeping Boards Strong           135



                                              Board Retreats
                                              In addition to regular meetings, land trusts should also schedule retreats
                                              and training sessions. These meetings are among the most important
                                         any group will undertake. Every land trust would benefit by holding an
                                              annual retreat of one or two days. These meetings give the group an
                                              opportunity to:

                                                  * Work through more complicated decisions;

                                                  * Plan and prepare for emerging issues; and

                                                  * Develop more complete and complex plans of action.
                                              If done well, retreats create stronger bonds among participants. They can
                                              help ensure better preparation and anticipation for regular meetings, and
                                              provide opportunities for groups to deepen their understanding of key
                                              issues affecting the land trust. A retreat can give the board the opportu-
                                              nity to reflect on its experience over the preceding year and engage in an
                                         evaluation of its own performance, so that it will be better equipped to
                                              carry out its work in the months ahead.
                                              Retreats are excellent times for strategic planning because it is an exer-
                                              cise that may take several months to complete and that typically requires
                                         the services of an outside facilitator. The most critical facet of the plan-
                                              ning effort is a focused decision-making meeting that takes place near
                                         the middle of the process. If a land trust conducts this critical meeting
                                         during a planning retreat, board members, key staff members and other
                                         organizational leaders have an opportunity to explore fully the strategic
                                         issues the land trust faces, and to translate these challenges into specific
                                         direction and actions.

                                              Keeping Minutes
          Besides serving as the              Minutes are critical to successful meetings. Besides serving as the orga-
organization's archives, minutes              nization's archives, minutes are a reliable reference in the event a dispute
   are a reliable reference in the       arises as to what the board did or did not decide at a past meeting. In
     event a dispute arises as to        the rare event of a lawsuit, a reading of the pertinent minutes can verify
 what the board did or did not           that the board's actions were prudent and reasonable (assuming, of course,
       decide at a past meeting.         that they were). Minutes should be kept on file in chronological order,
                                         consistent with the land trust's records policy. For more information, see
                                         Practice 2D: Records Policy and the LandTrust Alliance course "Nonprofit
                                         Law and  Recordkeeping for Land Trusts." Minutes serve as institutional
                                         memory that will outlast both staff and leadership volunteers. They may
                                         also prove a rich source of information on organizational history.





                                       136        Land Trust Boards: Preparing for Perpetuity



Tools and Sample Documents
Board Member Application (page 138)
Board Manual - Sample Contents (page 139)
Sample Board Manual Table of Contents Based on Land Trust Standards 
and Practices (page 140)
Board Member Orientation Agenda (page 143)
Board of Directors Job Description, Columbia Land Trust (page 144)
Trustees Board Job Description, Columbia Land Trust (page 147)
Board of Directors Job Description, Barrington Hills Conservation Trust
(page 149)
Rights of Board Members (page 151)
Board Member Agreement (page 152)
Board Member Self-Evaluation A (page 154)
Board Member Self-Evaluation B (page 156)
Board Effectiveness Assessment (page 157)
Governing Committee Responsibilities, Barrington Hills Conservation
Trust (page 158)
Board Development Committee Job Description, Columbia Land Trust
(page 160)
Meeting Agenda, Tucker Regional Land Conservancy (page 162)
2006 Board Expanded Discussion Topics (page 163)
Running Effective Board Meetings (page 164)
Ground Rules for Effective Meetings (page 166)


Visit The Learning Center, the Land Trust Alliance's online educa-
tion resource, to print editable copies of all documents included in this
book.









                                              Keeping Boards Strong          137



Board Member Application

                  Name __________________________ Date __________________________
                  Address_________________________________________________________
                  Phone Daytime: ___________________ Phone Evening: __________________
                  Profession/Occupation ______________________________________________
                  ________________________________________________________________
                  ________________________________________________________________


                  Please list current or prior board experience
                  Organization                                                         Dates
                  ________________________________________________________________
                  ________________________________________________________________
                  ________________________________________________________________


                  Why are you interested in serving on the board?
                  ________________________________________________________________
                  ________________________________________________________________
                  ________________________________________________________________


                  What skills and background do you offer as a board member?
                  ________________________________________________________________
                  ________________________________________________________________
                  ________________________________________________________________


                  Feel free to attach additional pages, résumé or any materials you feel would be helpful.









                                138      Land Trust Boards: Preparing for Perpetuity



                                                                    Board Manual - Sample Contents

      1. Organization Mission Statement
      2. List of Board Members (Names, addresses, 
  
          short 
                biographies)
      3. Board Member Job Description
      4. Bylaws
      5. Organizational Chart
      6. Committee List (with assignments of all board 
         and staff members)
      7. Strategic Plan, including Goals, Objectives 
         and Committee Work Plans
      8. Operating Policies of the Board
      9. Confidentiality Statement
     10. Short History of the Organization
     11. Minutes for the Last Year
     12. Staff Job Descriptions (presented in brief outline form)
     13. List of Programs (with descriptive data)
     14. Budget
     15. Audited Financial Statements for the Previous Year
     16. Sources of Funding
     17. Friends of the Land Trust, including Advisory Council, 
         Ex-Officio Members, Key Volunteers
     18. Glossary of Terms














                                              Keeping Boards Strong    139



Sample Board Manual Table of Contents

                   The following table of contents is a template for a board manual. Board manuals provide 
                   each board member with the information they need to fulfill their responsibilities and 
                   include policies and other important documents for the organization. This board manual's 
                   table of contents is based on Land Trust Standards and Practices, as it provides a useful 
                   guide for organizing documents and can help the organization track implementation of 
                   the standards.
                   Board manuals are often constructed using tabbed three-ring binders, but they can take 
                   other forms, and even be electronic if all board members have ready computer access. 
                   Sections or pages of the manual should be updated periodically, or as documents are created 
                   or revised. Not every organization will have all the items listed in the table of contents, so 
                   a board using this format should identify which items it has, what documents need to be 
                   created, and which items listed might not be appropriate for the organization (such as fee 
                   ownership policies if the organization only holds conservation easements).


                   Standard 1: Mission
                       Mission Statement
                       Strategic Plan
                       Outreach Materials
                       History of Organization
                       Ethics Statement

                   Standard 2: Compliance with Laws
                       Bylaws
                       Articles of Incorporation
                       501(c)(3) Determination Letter
                       Policies on Records Management
                       Information on Maintaining Tax Exempt Status
                       Most Recent Federal Form 990
                       Most Recent State Reports

                   Standard 3: Board Accountability
                       List of Board Members
                       Biographies of Board Members
                       Board Member Job Description
                       Organizational Chart
                       Committee Lists and Descriptions
                       Policies on Delegation of Decision Making
                       Policies on Board Approval of Transactions
                       Board Member Evaluation Form



                             140     Land Trust Boards: Preparing for Perpetuity



                                                               Sample Board Manual Table of Contents

Standard 4: Conflicts of Interest
    Conflict of Interest Policy
    Policies on Board Compensation
    Policies on Transactions with Insiders

Standard 5: Fundraising
    Sample Fundraising Materials 
         (description of "contributor" levels and benefits)
    Fundraising Plan or Calendar
    Policies on Fundraising and Donor Accountability

Standard 6: Financial and Asset Management
    Annual Budget
    Previous Year Financial Statements (reviewed or audited)
    Fiscal Controls
    Policies on Investments, Endowments and Restricted Funds
    Lists of Endowments and Restricted Funds
    Policies on Disposal of Assets
    Insurance Information

Standard 7: Volunteers, Staff and Consultants
    Volunteer Job Descriptions or Recruiting Material
    Senior Staff Job Descriptions
    Training Guidelines
         Personnel Policies (or summary)
         Board / Staff Lines of Authority
    Contractor Bid Requirements

Standard 8: Evaluating and Selecting Conservation Projects
    Project Selection Criteria
    Strategic Land Protection Plan or Focus Areas
    Land Conservation Fact Sheets
    Property Inspection / Evaluation Checklist
    Project Planning Template
    Identifying Public Benefit and Conservation Values
    Determining the Best Conservation Tools
    Evaluating Risks
    Public Issues Selection and Involvement Criteria






                                                  Keeping Boards Strong    141



Sample Board Manual Table of Contents

                   Standard 9: Ensuring Sound Transactions
                      Contact Information for Land Trust Transaction Attorney
                      Policies on Legal Review for Land Trust and Landowner
                      Acquisition Policies and Checklists
                      Environmental Due Diligence
                      Roles and Responsibilities of Parties
                      Records Creation and Storage
                      Disposition Policies and Checklists

                   Standard 10: Tax Benefits
                      Copy of IRS Section 170(h)
                      Polices on Appraisals
                      Policies Regarding Communications with Landowners on Tax Benefits
                      Policies Regarding Signing Federal Form 8283

                   Standard 11: Conservation Easement Stewardship
                      Policies on Stewardship Funds
                      Baseline Documentation Checklist
                      Policies on Monitoring and Sample Forms
                      Policies on Enforcement
                      Landowner Contact / Relationships and Requests Procedures
                      Policies on Amendments
                      Policies on Backup / Contingency Holders

                   Standard 12: Fee Land Stewardship
                      Policies on Stewardship Funds
                      Land Stewardship Principles
                      Policies on Land Management, Monitoring and Administration
                      Policies on Public Access
                      Policies on Contingency Holders













                            142    Land Trust Boards: Preparing for Perpetuity



                                                                                                Board Member Orientation Agenda

9:00      Welcome  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Board  Chair

9:05      Self  Introduction  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  All

9:30      Your Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Executive  Director
  Mission
  History
  Overview

9:40      Program Descriptions . . . . . . . . . . . . . . . . . . . . . . . . . .  Program  Directors

10:00 Break

10:10 Financial Information  . . . . . . . . . . . . . . . . . . . . . . . . . .  CFO/Treasurer
  Budget
  Balance 
                                  Sheet
                      YTD Income & Expenses
  Investments

10:30 Fundraising  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Development Director
          Annual Fund Strategies   . . . . . . . . . . . . . . . . . . . . . . . .  Major  Gifts  Chair
                      Special Event Strategies
                      Capital Campaign Information
  Planned 
                                  Giving

10:50 Volunteers/Advisory Councils  . . . . . . . . . . . . . . . . . . . .  Board  Chair
                                                                                        
                                                                                        Executive 
                                                                                                    Director

11:00 Board Governance  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Board
  Meetings
  Committee 
                                      Participation
  Board 
                               Retreats
  Responsibilities
  Board 
                               Manuals
                      Governance vs. Management

11:15 Long Range Planning/Future Vision   . . . . . . . . . . . . . . .  Executive  Director

11:40                 Tour 
                            Facility

12:00                 Lunch






                                                                Keeping Boards Strong               143



Board of Directors Job Description

                    Columbia Land Trust
                    Note: This job description works in conjunction with a Trustee Council and has provisions 
                    about that structure as well. For groups that don't use a trustee structure as an adjunct to 
                    the board of directors, these provisions are unnecessary.

                    Responsibilities
                    The board as a whole has the responsibility for governing the entire organization. The board 
                    is responsible for determining agency policy in the following areas: Human Resources, 
                    Planning, Finance, Development, Community Relations and Operations.
                    Board members will share responsibilities for the following key areas. It is expected that 
                    different members of the Board will assume different levels of responsibility in these 
                    areas, with the Board as a whole ensuring that all of these functions are fulfilled. Board 
                    involvement in these activities will include both individual action as well as involvement in 
                    ad hoc and standing committees.
                    Every Board member is also a member of the Trustees Board and will serve in more 
                    specific governance roles as members of the Board of Directors.

                    Leadership/Human Resources
                      1. Build board membership, which includes recruiting and ensuring that board 
                           members are oriented, trained, evaluated and recognized to strengthen board 
                           service.
                      2. Select and support the Executive Director, including reviewing performance regu-
                           larly and providing ongoing assistance as requested by the Executive Director.
                      3. Establish personnel policies, which include setting policy regarding salaries, bene-
                           fits and grievance procedures.
                      4. Ensure volunteer involvement, which includes setting policy regarding how the 
                           organization treats, recognizes and celebrates its volunteers.

                    Strategic Planning
                      1. Set and review the organization's mission and goals on an annual basis.
                      2. Plan for the organization's future, on a long-term and short-term basis.
                      3. Evaluate the organization's programs and operations on a regular basis.

                    Financial Management
                      1. Ensure financial accountability of the organization.
                      2. Oversee an ongoing process of budget development, approval and review.
                      3. Oversee manage and maintain properties and investments the organization 
                           possesses.




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                                                                      Board of Directors Job Description

Resource Development
  1. Ensure adequate resources to achieve the organization's mission and implement 
      the organization's programs and projects.
  2. Participate in fundraising activities based on the individual's skills and 
      background.
  3. Provide leadership in the development and execution of major fundraising 
      campaigns, including major donor annual campaigns and capital campaigns.
  4. Serve as mentors to Trustees.

Community Relations
  1. Ensure that the organization's programs and services appropriately address 
      community/constituents needs.
  2. Promote the organization to the general public, including serving as an emissary of 
      the organization to the community.
  3. Promote cooperative action with other organizations, including activities and occa-
      sions when the organization should take part in coalitions, joint fundraising, etc.

Operations
  1. Ensure that the organization's administrative systems are adequate and 
      appropriate.
  2. Ensure that the board's operations are adequate and appropriate.
  3. Ensure that the organizational and legal structure is adequate and appropriate.
  4. Ensure that the organization and its board members meet all applicable legal 
      requirements.
  5. Approve standards and practices, and review the compliance with the guidelines.


The Board recognizes its ultimate responsibility for all aspects of the organization's 
activity, but also chooses to delegate management responsibilities to staff, including 
program planning and implementation, membership development, proposal writing and 
administration. The Board retains all responsibility for financial accountability, leadership 
development and governance.











                                                   Keeping Boards Strong       145



Board of Directors Job Description

                    Requirements for Board Service
                         * A demonstrated interest in the organization's mission and goals.

                         * Specific experience and/or knowledge in at least one area: Human Resources, 
                           Planning, Finance, Development, Community Relations, or Operations.

                         * Representative of a key aspect or segment of the population of the community.

                         * Participate in a committee of the Board, including Executive Committee, Board 
                           Governance, Finance Committee and Fundraising Committee. Ad hoc committees 
                           will also provide opportunities for involvement.

                         * A willingness to expand knowledge or board responsibilities through orientation 
                           and ongoing training.

                         * A willingness to represent the organization to the community.

                         * Board service will vary from month-to-month, and some Board members will serve 
                           to a greater extent than others. However, the general time expectations for board 
                           members is six to ten hours per month, distributed approximately as follows:
                                         3­4 hours Board meetings (preparation and attendance)
                                         2­3 hours Committee meetings (preparation and attendance)
                                         1­3 hours Special requests

                         * A willingness to participate in board fundraising activities and make a financial 
                           contribution to the organization to the best of one's ability.






















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                                                                            Trustees Board Job Description

Columbia Land Trust

Note: This is a job description for a trustee role that is in addition to that of board 
member, not an alternative to a board member.


Responsibilities
The Trustees assist Columbia Land Trust to carry out its mission - "To conserve signature 
landscapes and vital habitat together with the landowners and communities of the 
Columbia River region."
Trustee assistance focuses on broadening Columbia Land Trust's base of support and 
contacts in order to strengthen partnerships and develop relationships within key 
communities and with potential contributors. Trustees' names will be listed with Board 
members in Columbia Land Trust publications and other appropriate outreach materials. 
Trustees have no specific fiduciary responsibility.
Trustees may be nominated by any Land Trust member to the Columbia Land Trust Board 
Governance Committee. The Governance Committee submits recommendations to the 
Board of Directors for approval. At the time of approval, each Trustee will be assigned a 
member of the Board of Directors or another Trustee to serve as a mentor and advisor 
to help facilitate a smooth integration in to the organization.


Resource Development
  1. Host Columbia Land Trust events
  2. Introduce Columbia Land Trust Board of Directors and staff to contacts for fund-
      raising purposes
  3. Personally support the Land Trust financially
  4. Provide fundraising contacts and/or make fundraising calls
  5. Assist in the development and execution of major fundraising campaigns, includ-
      ing major donor annual campaigns and capital campaigns.
  6. Participate in other fundraising activities based on the individual's skills and 
      background.








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Trustees Job Description

                    Community Outreach
                     1. Promote the organization to the general public, including serving as an emissary of 
                            the organization to the community.
                     2. Promote cooperative action with other organizations, including activities and occa-
                            sions when the organization should take part in coalitions, joint fundraising, etc.


                    Strategic Direction
                     1. Meet at least once per year with staff, the Board of Directors, or other Trustees to 
                            provide input and suggestions to the strategic direction to the Land Trust
                     2. Identify qualified individuals for Board, Trustee and other volunteer roles and help 
                            in their recruitment.
                     3. Advise the organization in areas of experience and skills.


                    Requirements for Trustees Board Service
                       * A demonstrated interest in the organization's mission and goals.

                       * A willingness to represent the organization to the community.

                       * A willingness to participate in fundraising activities and make a financial contribu-
                            tion to the organization to the best of one's ability.

                       * A willingness to share and pursue fundraising contacts on behalf of the 
                            organization.

                       * A willingness to meet at least once per year and on an ad hoc basis to provide 
                            direction and advice to the organization.


















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                                           Board of Directors Job Description and Responsibilites 

Barrington Hills Conservation Trust

This job description describes the responsibilities of a more traditionally structured board 
of directors position.

BHCTrust Mission Statement
The Barrington Hills Conservation Trust is dedicated to preserving the open land, rural 
character, scenic, historic, recreational, and ecologically significant resources of Barrington 
Hills, Illinois and nearby communities.


Basic responsibilities of the BHCTrust Board
    * Legal and Fiduciary. The board is responsible for ensuring that BHCTrust meets 
       legal requirements and that it is operating in accordance with its mission and for 
       the purpose for which it was granted tax-exemption. Board members ensure our 
       organization maintains accountability by providing proper financial oversight. As 
       safeguards of a public trust, board members are responsible for protecting the 
       organization's assets. Individual board members must exercise the duty of care 
       (meaning they must attend meetings, be prepared to make informed decisions by 
       reading the information provided and requesting additional information if neces-
       sary, and carry out their duties in a reasonable and responsible manner). The 
       board is ultimately responsible for ensuring adherence to legal standards and ethi-
       cal norms. (See appendix A)

    * Oversight. The board is responsible for effective organizational planning. The board 
       must actively participate in an overall planning process and assist in implement-
       ing and monitoring the plan's goals. The board should clearly articulate BHCTrust's 
       mission, accomplishments, and goals to the public and garner support from the 
       community. Board members will recruit and orient new board members and assess 
       board performance. The board moderates the power of management, and has the 
       power to hire and remove the chief executive. The board should ensure that the 
       chief executive has the moral and professional support he or she needs to further 
       the goals of the organization.

    * Fundraising. One of the board's foremost responsibilities is to provide adequate 
       resources for the organization to fulfill its mission. As part of their fiduciary respon-
       sibility, many board members are actively involved in fund-raising. This may include 
       making a personal contribution; organizing a fund-raising event or hosting a 
       benefit; or face-to-face solicitation of other individuals.





                                                    Keeping Boards Strong        149



Board of Directors Job Description and Responsibilities

                    Responsibilities of individual BHCTrust board members
                        * Attend all board and committee meetings and functions, such as special events.

                        * Be informed about the organization's mission, services, policies, and programs.

                        * Review agenda and supporting materials prior to board and committee meetings.

                        * Serve on committees or task forces and offer to take on special assignments.

                        * Make a personal financial contribution to the organization.

                        * Inform others about the organization.

                        * Suggest possible nominees to the board who can make significant contributions to 
                           the work of the board and the organization.

                        * Keep up-to-date on developments in the organization's field.

                        * Follow conflict of interest and confidentiality policies.

                        * Assist the board in carrying out its fiduciary responsibilities, such as reviewing the 
                           organization's annual financial statements.

                    Appendix A- Legal responsibilities of nonprofit boards
                    Under well-established principles of nonprofit corporation law, a board member must 
                    meet certain standards of conduct and attention in carrying out his or her responsibilities 
                    to the organization. Several states have statutes adopting some variation of these duties 
                    which would be used in court to determine whether a board member acted improperly. 
                    These standards are usually described as the duty of care, the duty of loyalty, and the 
                    duty of obedience.

                    Duty of Care
                    The duty of care describes the level of competence that is expected of a board member, 
                    and is commonly expressed as the duty of "care that an ordinarily prudent person would 
                    exercise in a like position and under similar circumstances." This means that a board 
                    member owes the duty to exercise reasonable care when he or she makes a decision as 
                    a steward of the organization.

                    Duty of Loyalty
                    The duty of loyalty is a standard of faithfulness; a board member must give undivided 
                    allegiance when making decisions affecting the organization. This means that a board 
                    member can never use information obtained as a member for personal gain, but must act 
                    in the best interests of the organization.

                    Duty of Obedience
                    The duty of obedience requires board members to be faithful to the organization's mission. 
                    They are not permitted to act in a way that is inconsistent with the central goals of the 
                    organization. A basis for this rule lies in the public's trust that the organization will manage 
                    donated funds to fulfill the organization's mission.


                               150     Land Trust Boards: Preparing for Perpetuity



                                                                                    Rights of Board Members

 1. To be fully informed about the responsibilities, time commitment, organization, etc. 
    before accepting the position of board member.
 2. To have opportunities for orientation and continuing board training that will assist 
    the board member in functioning effectively.
 3. To be kept fully informed through accurate financial reports, management 
    reports, regular and thorough briefings by staff, etc. about the operation of the 
    organization.
 4. To expect that volunteer time will not be wasted by lack of planning, coordination 
    and cooperation within the organization or within the board.
 5. To be assigned jobs that are worthwhile and challenging with freedom to use exist-
    ing skills or develop new ones.
 6. To be able to decline an assignment if it is felt that the match of skills and inter-
    ests is not appropriate.
 7. To have successful job experiences that provide opportunities for personal growth.
 8. To be trusted with confidential information that will help the board member carry 
    out assignments and responsibilities.
 9. To know whether the volunteer work is effective and what results have been 
    obtained through an evaluation process that will measure that performance based 
    upon measurable, impartial standards.
10. To be recognized at appropriate times for one's work and involvement as a board 
    member.





















                                                Keeping Boards Strong        151



Board Member Agreement

                 An agreement can be a useful complement to a board job description, providing greater 
                 clarification of the expectations board members have of the organization and the 
                 expectations the organization has of the individual board member. Looking at both sides 
                 of this relationship is important. Such a document also provides the foundation for a more 
                 personalized evaluation later on.
                 As a board member, I have certain expectations about my involvement with this board. 
                 These expectations include both what I want to give and what I want to receive in return.

                 What I Expect from the Board
                 I want to serve on this board because: __________________________________
                 _______________________________________________________________


                 The things I expect to enjoy the most about being on this board are: ____________
                 _______________________________________________________________


                 The things I expect to enjoy the least are: ________________________________
                 _______________________________________________________________


                 There are certain personal or professional goals that my involvement in this group can 
                 help satisfy. The areas where I want to grow are: ___________________________
                 _______________________________________________________________


                 I expect the following from this organization:

                     * Clearly defined roles and responsibilities for board and staff members, including 
                       clear lines of authority.

                     * Orientation and training necessary to enhance my effectiveness as a board 
                       member.

                     * Materials provided in advance of meetings where decisions or deliberation will 
                       occur.

                     * Timely and accurate financial reporting.

                     * Appropriate use of committees to assure efficient use of board and staff time.








                            152    Land Trust Boards: Preparing for Perpetuity



                                                                         Board Member Agreement

I also recognize that this board has certain expectations of its members. It is as important 
for the board to get what it needs from me as it is for me to get what I need from the 
board.

What the Board Expects from Me
As a board (or committee) member, I believe that I bring the following strengths, skills and 
knowledge to this organization:_________________________________________
________________________________________________________________


I am willing to serve this organization in the following areas: ___________________
________________________________________________________________


I accept responsibility for ALL of the following:

Time Commitment:
    * Attend board orientation and training sessions.

    * Attend board meetings, committee meetings and membership meetings.

    * Complete assignments and prepare for meetings.

Participation:
    * Participate in board fundraising activities and make a financial contribution to the 
          organization to the best of my ability.

    * Participate in meetings and ask appropriate questions when needed.

    * Serve on at least one committee as a part of my board role.

    * Participate in the ongoing tasks of the board.

    * Act as an advocate for the organization to the outside public.

Knowledge and Preparation:
    * Educate myself on the land trust's purpose, history and needs.

    * Keep current on the outside trends affecting this organization.

    * Keep current on the role and responsibility of board involvement.


I have read and agree to this commitment as a member of the board of directors.


Signature                                                        Date



                                        Keeping Boards Strong    153



Board Member Self-Evaluation A

                   This is an evaluation based on a version of the preceding board member agreement.
                   Below is a list of specific expectations from your board agreement that you wanted to get 
                   out of your involvement with this organization.
                   ________________________________________________________________
                   ________________________________________________________________
                   ________________________________________________________________

                   How well did this organization give you what you wanted? _____________________
                   ________________________________________________________________
                   ________________________________________________________________

                   What could be done to improve your satisfaction with this board?
                   ________________________________________________________________
                   ________________________________________________________________
                   ________________________________________________________________

                   What could the board do to improve relationships among board members?
                   ________________________________________________________________
                   ________________________________________________________________
                   ________________________________________________________________

                   Below is a list of specific things from your board agreement that you wanted to give to this 
                   organization as a board member. _______________________________________
                   ________________________________________________________________
                   ________________________________________________________________

                   Were you able to give what you wanted to give? ____________________________
                   ________________________________________________________________
                   ________________________________________________________________

                   What could be done to improve your contribution? __________________________
                   ________________________________________________________________
                   ________________________________________________________________

                   What could this organization do to help you with your contribution to the board?
                   ________________________________________________________________
                   ________________________________________________________________



                              154    Land Trust Boards: Preparing for Perpetuity



                                                                           Board Member Self-Evaluation A

Below is a list of specific responsibilities from the board agreement. How would you rate 
your involvement in each area below (1 = Excellent, 2 = Satisfactory, 3 = Needs Work, 
4 = Poor)?

Time Commitment
______  Attend board orientation and training sessions
______  Attend board meetings, committee meetings and annual planning retreat
______  Complete assignments and prepare for meetings

Participation
______  Financially support this organization to the best of my ability
______  Participate in meetings and ask appropriate questions when needed
______  Serve on at least one committee of the board
______  Provide assistance to staff at their request
______  Act as an advocate for the organization to the outside public

Knowledge and Participation
______  Educate myself on the purpose, history and needs of this organization
______  Keep current on outside trends and issues affecting this organization
______  Keep current on the role and responsibility of board involvement


What would you suggest to improve your involvement in the areas above?
________________________________________________________________
________________________________________________________________

Is this evaluation a helpful tool to improve your participation in the board? How could it 
be improved? _____________________________________________________
________________________________________________________________

Does this board ask too much from its members (explain)? ____________________
________________________________________________________________

Is there anything else you would like to say about board members' involvement and 
participation? _____________________________________________________
________________________________________________________________




                                                Keeping Boards Strong        155



Board Member Self-Evaluation B

                   Name ___________________________ Date _____________


                   Using the following guide, please rate yourself on the questions below:
                               1 = never a problem
                               2 = sometimes a problem
                               3 = increasingly a problem
                               4 = now a definite hindrance


                           ___ I am able to attend scheduled meetings.
                           ___ I arrive on time for meetings.
                           ___ My schedule is flexible enough to attend emergency sessions.
                           ___ My career does not conflict with my position on the board.
                           ___ I am able to discuss controversial topics effectively.
                           ___ I review background material before meetings.
                           ___ I work easily with other members of the board.
                           ___ I work easily with the executive director.
                           ___ I keep an open mind on issues.
                           ___ I make at least one positive contribution to each meeting.
                           ___ I have a high level of commitment to and interest in our organization.
                           ___ I participate actively on at least one committee.
                           ___ I participate in fundraising as requested by staff and 
                                   make a personal financial contribution.
                           ___ I speak positively about the organization in public.











                                156    Land Trust Boards: Preparing for Perpetuity



                                                                            Board Effectiveness Assessment

This assessment can be modified to address the key elements or questions that your 
group thinks are most appropriate.
Rank your land trust, based on a sliding scale, from 0 (lowest) to 3 (highest) for each item.
        ___ The board is diverse in terms of age, gender, race, talents, and other pertinent 
             criteria, and clearly represents the organization's constituencies.
        ___ The board consists of at least nine active board members.
        ___ There are stated term limits for board members which are adhered to.
        ___ There is ongoing recruitment of new board members based on an assessment 
             of current board needs.
        ___ There is an orientation process to help bring new board members up-to-
             speed.
        ___ Board meetings are well attended and well run - with agendas, minutes, 
             reasonable time limits, and clear follow-up and decision-making mechanisms.
        ___ The board has set annual goals for itself and reviews them regularly.
        ___ The roles of board and staff are clear and separate.
        ___ The board supports the executive director and gives her/him appropriate 
             decision-making authority and does not micromanage.

Personal Worksheet
This is your own personal worksheet to identify and remind you of areas where the board 
may need to improve:

  Areas Needing Work            Action to Take        Who Should Lead          By When















                                                  Keeping Boards Strong        157



Governing Committee Responsibilities

                   Barrington Hills Conservation Trust

                   The committees described below are good examples of the ones that every land trust board 
                   could consider. If the organization does not have staff, additional committees to deal with 
                   the management and program functions would also be important.

                   Executive Committee
                   The role of the Executive Committee, comprised of the Officers of the Board of Trustees 
                   and such other persons as may be appointed by the Officers of the Board, is to act on 
                   behalf of the Board in situations where:
                     1. Official action is needed on short notice;
                     2. A full meeting of the Board seems uncalled for or is deemed impractical; or
                     3. There is a need to prepare complex issues for Board consideration.

                   Nominating and Governance Committee
                   The role of the Nominating and Governance Committee is to oversee all aspects of the 
                   Barrington Hills Conservation Trust's governance structure and Board effectiveness. It 
                   shall:
                     1. Provide a selection/nominating process, which assures renewal of the Board, with 
                             a constituency representing a wide range of expertise, experience, diversity, finan-
                             cial support, and knowledge of the Trust's activities.
                     2. Provide the Board with a slate of officers, including Chairman, Vice-Chairs, 
                             Secretary and Treasurer.
                     3. Identify and invite appropriate members for the various standing committees of 
                             the Board.
                     4. Develop and implement an appropriate evaluation of the effectiveness of the 
                             Board as a whole, as well as the effectiveness and involvement of individual Board 
                             members.
                     5. Review and recommend modifications, as appropriate, of the by-laws, and commit-
                             tee structure.

                   Development Committee
                   The overall duties and responsibilities of the Development Committee are to provide 
                   leadership and oversight of all fundraising activities of the Trust. The Committee shall 
                   oversee such fundraising activities to assure that financial health of the organization 
                   is sufficient to enable the Trust to meet its ambitious conservation goals. The Trust 
                   fundraising activities may include:





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                                                                 Governing Committee Responsibilities

  1. Annual giving;
  2. Foundation and government grants;
  3. Planned giving;
  4. Capital campaigns and continuous search for creative fundraising ideas.


Finance and Audit Committee
The duties and responsibilities of the Finance and Audit Committee are:
  1. To oversee the budget process and provide an annual budget each year;
  2. To oversee the audit process and work with the auditors to best indicate the finan-
      cial status of the Trust;
  3. To invest the funds of the Trust for the best purposes of the organization.
  4. Safety of investments, along with growth and providing for the ongoing needs of 
      the organization are the paramount concerns of the committee.


Strategic/Long Range Planning Committee
The Strategic/Long Range Planning Committee is charged with the responsibility of 
monitoring the progress of the Trust in achieving its strategic goals and updating the Long 
Range Plan on a periodic basis as needed. The committee is responsible for:
  1. Monitoring the internal and external BHCT environments and reporting to the 
      Board on implications to the Trust.
  2. Establishing, as appropriate, new long-term goals and objectives.
  3. Reviewing regularly the success of the Trust in meeting its long-range objectives.
  4. Collaborating with the other standing committees on the implementation of strate-
      gies for meeting long-term objectives.














                                                 Keeping Boards Strong       159



Board Development Committee Job Description

                   Columbia Land Trust
                   Board Development Committee
                   Purpose, Responsibilities and Work Plan


                   Purpose
                   Manage board development and effectiveness and ensure that the Board of Directors is 
                   responsive to the organization's needs.


                   Responsibilities
                   Develop and maintain optimum board member profile
                   Identify, evaluate and recommend board candidates that fill its needs
                   Recommend candidates to the board for board officers
                   Develop recruiting, orientation, training, evaluation, and recognition materials
                   Coordinate annual self-evaluation of board members and overall board effectiveness
                   Create a support structure for board members
                   Facilitate the involvement of advisors
                   Coordinate orientation process for new board members



                   WORK PLAN

                   First Quarter
                   Recommend officers to the Board of Directors
                   Initiate creation of board development materials

                   Second Quarter
                   Update board member profile and desired board composition (Gary)
                   Review options for board evaluations and agreements (Mel)
                   Review and update board member manuals (Chris)
                   Develop outreach strategy for committee and board recruiting. (Chen)
                   Review possible discussion topics at each board meeting (Mel)
                   Provide board members with updated board manuals (Chris)
                   Meet with the board president to discuss ways to engage board fully (Mel)
                   Identify mentors for new board members (Joe)
                   Develop strategies for involving non-board members on committees (Jim)




                              160    Land Trust Boards: Preparing for Perpetuity



                                                    Board Development Committee Job Description

Third Quarter
Review bylaws and policies for potential changes
Discuss board term limits
Discuss need for possible board training
Formalize board and officer nomination and election procedures
Conduct outreach for board and committee members

Fourth Quarter
Coordinate election of board members by membership
Recommend new board candidates to the Board of Directors
Develop 2007 committee work plan
Distribute board evaluation to board members
Develop 2007 board discussion topics

Meeting schedule
First Thursday of every month, 12 pm.
Call in number if needed: 800-555-1234

Committee members
Mel Seifert (chair), Joe Withers, Jim Horrace, Belen Cortez, Chen Dasso, 
and Gary Olson. Staff support by Christine Ortega.





















                                                Keeping Boards Strong        161



Meeting Agenda

                  Tucker Regional Land Conservancy Board Meeting

                  August 22, 2006 - 4:30 p.m. - 6:30 p.m.

                  Time    Item                                              Purpose  
                                                                                           Packet
                  4:30    Call to Order (Kathy)
                          Agenda Review                                     input          Pg 1
                          Approval of Meeting Minutes                       info/input     Pg 2
                          Approval of Consent Agenda                        info/input     Pg 6

                  4:35  Focus Issue - Compensation and Benefits
                          Overview of compensation philosophy               info/input     Pg. 10

                  5:15  Executive Committee (Kathy)
                          Land Trust Standards and Practices Audit          action 2006.21 Pg.14
                          Annual Board Retreat                              info/input
                          Consent Agenda                                    action 2006.22 Pg. 20

                  5:30  Finance Committee (Joan)
                          Update on Finance Work                            info
                          July 31, 2006 Financial Report Review             info           Pg. 22

                  5:45 Major Gifts Committee (Marc)
                          Fall Cultivation Events                           info           Pg. 27
                          Donor Solicitation Commitments                    action          Pg. 28

                  5:55 Stewardship Committee (Stephen)
                          Committee Update                                  info           Pg. 30

                  6:00 Lands Committee (Louise)
                          Land Projects Slide Show                          info
                          Conservation Priorities - Approval                action 2006.22 Pg. 32
                          Grays River Acquisition - Approval                action 2006.23 Pg. 34
                          Conservation Easement Training Highlights         info           Pg. 37

                  6:20 Executive Directors Report (Juan Carlos)
                          Office Space - Update                             info           Pg. 40

                  6:30  Executive Session (if needed)







                           162     Land Trust Boards: Preparing for Perpetuity



                                                                    2006 Board Expanded Discussion Topics

One great strategy for improving the quality of a board meeting is to have in-depth 
discussions on key topics as defined by the board. Below is an example of how those topics 
might fit into a bimonthly meeting schedule.

Purpose
The Executive Committee and staff have developed this list of topics to help define the 
direction of the organization and, in certain cases, provide board and staff with training 
on issues. In the month preceding a meeting with a planned discussion, staff may ask 
for volunteers from the Board to help define the focus and strategy for the upcoming 
discussion.

Discussion Topics
February 23 Board Meeting
             Forestry

April 27 Board Meeting
             Finance - Review audit findings

June 22 Board Meeting
             Mid-year fundraising and budget review

August 24 Board Meeting
             Fundraising - Getting major gifts

October 26 Board Meeting
             Conservation planning*
             Review progress on strategic plan

December 12 Board Meeting
             Annual planning and budget

Other Potential Discussion Topics
             Alternative conservation financing - market tax credits, tax-exempt 
                bonds, etc.
             Stewardship - Review/update of the stewardship program and plan,
                including discussion of the defense of the Land Trust's legal interests
                in our lands.

*Conservation planning will be addressed regularly at board meetings and possibly at a 
separate meeting of the board in the first half of the year (to be determined in the first 
quarter).


                                                     Keeping Boards Strong        163



Running Effective Board Meetings

                   Purpose of a Board Meeting
                      * Inform, convince or inspire directors

                      * Make necessary decisions

                      * Resolve conflicts between persons and factions and lead to appropriate decisions

                      * Allow debate on significant issues and strategic directions

                      * Coordinate people and activities

                      * Create common understanding and common purpose



                   Dos and Don'ts for the Board Chair
                      * Do ask yourself before every meeting, "What do we need to accomplish at this 
                        meeting?" Refer to the previous meeting's minutes. Construct the agenda and 
                        conduct the meeting accordingly.

                      * Do develop an agenda with the executive director. The agenda should have times 
                        and a person responsible for each agenda item. Also, each agenda item should 
                        be marked to indicate whether its purpose is informational, for discussion or for a 
                        decision/action.

                      * Do Not clutter the agenda with minor issues or committee or staff reports that are 
                        unrelated to significant topics for discussion or decision.

                      * Do make sure the agenda and supporting documentation is distributed by mail or 
                        fax at least three days before the meeting.

                      * Do make sure directors have the information in advance that they will need to 
                        make decisions.

                      * Do Not make decisions based on information distributed at a meeting. If the infor-
                        mation is not available until the day of the meeting, reschedule consideration of 
                        the agenda item for a subsequent meeting.

                      * Do make sure the board packet (information backing up the agenda) contains 
                        information that is concise, accurate and timely. Where a decision will be made, 
                        a summary of the relevant information should be provided highlighting the key 
                        points and the recommendations of the executive director and/or the committee.

                      * Do make sure the room is comfortable and well lit and that water and coffee or 
                        tea are provided.

                      * Do make sure the seating plan facilitates interaction among directors. A broad 
                        rectangle, with all directors facing in, is preferred.

                      * Do make sure the executive director is sitting next to you.

                      * Do make sure someone is taking minutes.

                      * Do start on time.





                            164     Land Trust Boards: Preparing for Perpetuity



                                                                      Running Effective Board Meetings

* Do review the agenda briefly and point out what needs to be accomplished at this 
  meeting.

* Do stick to the time schedule, but be flexible enough to deviate if circumstances 
  dictate.

* Do take a minute to acknowledge special events or special individual accomplish-
  ments that have occurred since the last meeting.

* Do Not talk too much. Your role is to be a neutral facilitator of the meeting process, 
  to encourage full participation and teamwork, to prevent domination by a few, to 
  make sure everyone understands the issues at hand, to help frame issues and 
  bring them to resolution, to help crystallize consensus, to determine when it's time 
  to bring an issue to vote or refer it to committee or seek additional information, 
  to deflect tangents and stay on focus, and to pay attention to the agenda and the 
  clock.

* Do practice using the following techniques for encouraging discussion:

* How do you feel about that? Let me see if I understand your position, you are 
  saying . . . Can you clarify that? Can you give an example? Let's give Tim a chance 
  to explain . . . Sally, you haven't said so, but I think you agree . . . I'm concerned 
  that we are not hearing from everybody on the committee. How do you feel, Lisa? 
  If this doesn't work, what will we lose?

* Do make sure that decisions or assignments made are reflected in the minutes. 
  Confirm with the recorder that he/she has written down the appropriate 
  information.

* Do Not schedule a meeting to last more than two hours.

* Do summarize at the end of the meeting what has been accomplished and what 
  assignments have been made. Also, thank directors for their participation.

* Do ask directors to evaluate meetings twice a year, in writing and anonymously. The 
  key question is: "Was this board meeting a good use of your time?"















                                               Keeping Boards Strong         165



Ground Rules for Effective Meetings

                        * Speak for yourself; use "I" statements.

                        * Listen to understand, not defend.

                        * Speak one person at a time. Do not interrupt. No side conversations.

                        * Adhere to time allotted for your topic.

                        * Present problems in a solution-oriented manner.

                        * Keep you comments brief - consider using the "25 Words or Less Theory."

                        * Remember to clarify the purpose of the discussion:
                                        For your information;
                                        For your approval; or
                                        For your feedback.































                                 166    Land Trust Boards: Preparing for Perpetuity



Check Your Progress
Before continuing on to the next chapter, check to see that you can:
         Determine the best size for your land trust's board;
         Determine how committees can be used effectively in the
       organization;
         Distinguish when and how ad hoc committees versus standing
       committees best support the organization;
         Distinguish between governance and program committees;
         Determine the skills, experience and diversity of board members
       necessary to make the board effective at this stage in the organi-
       zation's development;
         Use a profile grid to define recruiting strategies for board
       development;
         Begin development of a process for screening, recruiting and
       electing new board members;
         Begin development of a board member orientation and ongoing
       training program;
         Begin development of a board member evaluation and recogni-
       tion process;
         Complete the table of contents of a board manual for your land
       trust and a plan for completing and maintaining the manual;
       and
         Create a board-committee-advisor chart to define other people's
       contribution to leadership composition.


















                                                 Keeping Boards Strong       167






                            Chapter Three * The Importance of 
                                                                  Board Leadership



Learning Objectives
As a result of completing this chapter, you should be able to:

    * Identify the critical board leadership roles within a land trust and
      what their functions should be;
    * Understand the characteristics of good leadership and how it can
      be developed within an organization; and
    * Understand and create an executive committee to serve as a lead-
      ership team to guide an organization.

Summary
Leadership is a challenging subject about which volumes have been written        Land protection happens 
- and for good reason. Nothing happens without leadership. Land protec-          because leaders step forward 
tion happens because leaders step forward to make it happen. Organizations       to make it happen.
seize opportunities because leaders spot the chance and serve as the catalyst
for success. When land trusts evaluate their strengths and challenges in an
effort to become more effective, a discussion about leadership is the first
stop. In many cases, the conversation need go no further.
Just as a person might claim that he knows good art when he sees it,
people are often hard put to describe leadership but recognize it when
they encounter it. Land trusts must do more than recognize leadership
talent; they must deliberately bring it forward and nurture it. If nurtur-
ing is successful, the organization will do great things.
This chapter covers the most important qualities of leadership and
provides suggestions for how land trusts can identify and nurture these
qualities in their board members.



C A S E     S T U D Y



        The Difference Leaders Make
        Every organization has examples of where a leader, in the right place, makes everything 
        come together. Understanding these examples helps reinforce that people don't follow ideas; 
        people follow people. Read the case studies and answer the questions that follow. Guidance 
        on reading the examples follows the questions.
        Example 1: A land trust was preparing for a major capital campaign to support its
        land protection program. A consultant was hired to conduct a feasibility study and
        answer questions about the likely success of current campaign plans and expectations.
        The study summarized interviews with board members, volunteers, community lead-
        ers, and donors in which individuals were questioned about how a campaign might
        be most successful.
        The consultant's report was clear:

            * If the trust went into a capital campaign as proposed, it would likely fall far
              short of its desired goal of $3.5 million. A more likely expectation of success
              would be $1.2 to $1.5 million.
            * One factor might alter this outcome: If Linda was willing to lead the
              campaign, instead of the proposed leadership, more board members would
              participate, more community members would volunteer to participate, and
              more donors would give and give at a higher level. In this scenario, reaching
              the $3.5 million mark was much more likely.
        Linda's leadership alone was attributable to a nearly tripling of fundraising potential.
        Linda agreed to serve as campaign co-chair, the campaign exceeded expectations, and
        the trust learned an important lesson about what the community thinks about its
        established leadership.
        Example 2: A conservation organization was struggling to keep afloat. It had lost
        nearly a third of its membership in less than two years, foundations were declining
        to make grants, and staff morale was low. Perhaps more importantly, the board had
        become tourists: the members were unwilling to step up and take the lead, but were
        content to sit back and observe.
        The executive director position had been vacant for six months, and two candidates
        had declined offers of employment. Finally, the president persuaded a strong leader
        he knew to apply and accept the position. In the course of negotiating the job, the
        new executive director made it clear that he could not be successful unless several
        changes were instituted:




                  170     Land Trust Boards: Preparing for Perpetuity



                                                                         C A S E     S T U D Y



    * The board would need to re-engage, starting with strategic planning and
      following through with stronger committee work. Every officer position
      would need to be filled.
    * The staff would need to be restructured, likely leading to some layoffs and
      rededication of staff salaries to fewer positions. Better benefits would be
      required for everyone.
    * The organization would need to reconsider its core culture. While the orga-
      nization could engage in some controversial community issues, it could not
      afford to be the controversy. This organizational behavior must be eliminated.
The new director agreed to take the position if the board agreed to these potential
changes. The board - relieved to have someone - was quick to agree. Over the next
three years, things changed, starting with the empowerment and engagement of the
board, focusing the organization on its greatest strengths, and committing the entire
organization to excellence.
Three years later, the organization was very different. Tangible changes had been made:

    * A strategic plan had been created and was now the basis of all program and
      budgeting decisions.
    * Board committees were active and well populated. Every board member was
      on a committee and participated.
    * Several "tourists" left the board to become advisors or just donors. Their
      contributions were recognized, but their lack of participation was not toler-
      ated on the board - they were moved swiftly and positively to more appro-
      priate roles.
    * The board president (not the executive director) led the board. The two
      developed into a strong team. The executive director provided coaching and
      support to the president behind the scenes when needed, but in front of the
      board and in public, the president was the strong leader.
    * Funding from memberships, major donors and foundations all were up signif-
      icantly. Supporters felt more connected to and more positive about the group.
The executive director only stayed with this organization about two and a half years.
His role was that of change agent, not manager. But all of the significant changes made
during his tenure helped to right a sinking ship and lay a foundation for success in every
aspect of the organization. All of these changes happened as a result of leadership - first
the executive director's and then the board's. Interestingly, the executive director's will-
ingness to join and lead the organization only happened because of his personal relation-
ship with and his assessment of the leadership capabilities of the board president.




                                   The Importance of Board Leadership         171



C A S E     S T U D Y



        Example 3: A conservation organization was engaging in organizational restructuring
        to fix problems that had plagued the group for decades. The group was in an almost
        constant state of conflict, including a threat of litigation to throw out the election of
        new board members by one disgruntled board member.
        In the midst of this chaos, a new board chair was elected. The impact was immedi-
        ate. She was a positive, encouraging voice of reason in all discussions. She was a leader
        who would not tolerate a single inappropriate barb or arrow being slung in meetings.
        She took people aside privately and built their trust and encouraged their change of
        behavior when necessary. She accepted responsibility for critical activities, and encour-
        aged others to do the same - which they did. She was a champion for change while
        graciously acknowledging the contributions of former leaders. As a champion, she
        helped to initiate several investments to build the capacity of the organization, includ-
        ing strategic planning and restructuring the committees.
        This combination of organizational development and effective leadership totally trans-
        formed the organization. People found better ways to support the organization and
        did so generously and gladly. New energy sparked new ideas, stronger programs and
        greater fundraising success throughout the organization.
        Both the changes in structure and the change of leadership were critical to the change
        in organizational outcome. However, the leadership change was clearly a prerequi-
        site. Had the old leadership maintained its grip on the organization, the restructuring
        efforts would clearly have failed. The new chair was the single ingredient that made
        possible all of the other contributions and successes of the new organization.

        Questions to consider:
          1. What were the key characteristics of leadership that enable the people in these
              scenarios to be effective?
          2. How can an organization best identify these characteristics and incorporate
              them within their recruiting and outreach efforts?
          3. Are there specific training opportunities that can help to nurture these leader-
              ship talents within your organization?
          4. How can your organization improve its board development process to recruit
              and develop leaders who possess these vital leadership characteristics?







                  172    Land Trust Boards: Preparing for Perpetuity



Board Leadership Roles
The typical structure for a land trust board is consistent with the leader-
ship structure for nearly all nonprofit groups. In fact, this basic structure
is also common to corporate boards to a limited degree. This structure is
common because it works. The defined roles and responsibilities make
sense.
The typical leadership structure includes:

    * Someone as the focal point and overall leader (usually the board
          chair or president);
    * His or her supporter and sometimes successor (vice chair or vice
          president);
    * The financial leader on behalf of the board (treasurer); and

    * The person who keeps track of the board's information, corporate
          relationships and administrative details (secretary).
Groups will sometimes have different names and combinations for these
positions, but the basic breakdown of responsibility and function are
similar.

Board Chair
The organization elects the board chair or president to lead. The board
chair bears responsibility for ensuring the organization's success. He or
she ensures the land trust fulfills its mission and meets the spirit and
letter of the laws governing the organization. If this job sounds like more
responsibility than one person should manage, it is. For this reason, the
chair typically leads a team of officers who work together to ensure the                The board chair bears responsi-
success of the organization. However, the chair shoulders the responsibil-              bility for ensuring the organiza-
ity, on behalf of the organization, to lead that team in fulfilling its orga-           tion's success. He or she ensures 
nizational vision.                                                                      the land trust fulfills its mission 
                                                                                        and meets the spirit and letter 
Some of the chair's duties are fairly straightforward. For example, the                 of the laws governing the 
chair runs board meetings. He or she makes sure the agenda covers the                   organization. If this job sounds 
discussion and decision needs of the organization. He or she engages                    like more responsibility than one 
people in the discussions, making sure to balance the depth that good                   person should manage, it is. 
discussions need with the pace that keeps energy in the meeting. He or                  For this reason, the chair typi-
she ensures the board makes useful decisions and that there is appropriate              cally leads a team of officers who 
accountability for follow-through. Though it sounds mundane, this role                  work together to ensure the 
is vital to organizations. When effective leadership is in place, good meet-            success of the organization.
ing management is fairly routine, and the time and talent of all board
members is respected. Perhaps most importantly, the important work of
the organization gets done. However, if the land trust lacks good leader-
ship, holding effective meetings can be a huge challenge.


                                      The Importance of Board Leadership         173



  For staffed organizations, the chair also supervises the executive director
  on behalf of the board. The chair should be the point person for execu-
  tive management. Although the chair has a critical role as liaison with
       the executive management, he or she alone shouldn't make decisions and
       define the expectations of the executive director. The chair should engage
       the board in periodic discussions, such as during review periods and regu-
  larly scheduled executive sessions, to receive the feedback he or she needs
  to provide effective supervision. The chair also ensures the rest of the
  board does not interfere with the executive director's ability to supervise
       any other staff or volunteers under the director's authority. Clearly estab-
  lished and communicated lines of authority prevent micromanagement
       and overstepping of boundaries by well-meaning board members. The
  chair and executive director need to be a solid team in order to ensure
  that these lines are clear and followed.
  As noted above, the chair manages all the work of the board through
  a leadership team. This team typically includes other officers, but can
  also include board committee chairs (who may also be serving in offi-
  cer positions). Governing committees take the work of the board and
  move it forward through their regular meetings and actions. Chairs of
  these committees come together regularly to coordinate their efforts, pass
  along tasks as projects move forward, and identify gaps and issues as they
  emerge. These tasks often occur as part of an executive committee meet-
  ing (if committee chairs are defined as part of that group). The chair's job
       includes initiating discussions among the leadership team (as part of an
  executive committee or in some other way) and ensuring the usefulness
       of these discussions to the organization.
       The chair typically represents the land trust in select community forums.
       Speaking to the city council, welcoming members to the annual picnic,
       negotiating with key organizational partners, speaking with the media -
       these roles can be included in the chair's job if he or she is prepared and
       willing to assume them. Other leaders may be more capable and willing
       to fulfill these functions, but it can be awkward if the spokesperson for
       the board is someone other than the chair.
       Another critical function of the chair is to identify and resolve conflict
       as it emerges within the organization. In this role, the executive director
       serves as a critical partner. If both the chair and executive director contact
       board and staff members, donors, supporters and other critical stakehold-
  ers on a regular basis, they will be more likely to identify problem areas
  and catch potential areas of conflict before a crisis arises. Together, they
  should resolve these problems. They may divide the problem-solving tasks
       between them and tackle the challenges themselves. Or they may call



174        Land Trust Boards: Preparing for Perpetuity



in outside experts to help. Whatever course of action they choose, they
should ensure the issues are clear and are resolved. As the plaque once on
the desk of Harry S. Truman proclaimed, the buck stops here.

Chair-elect
The chair-elect is another critical leader in the land trust. Sometimes this
is the vice chair but not always. Having a chair-elect ensures an organi-
zation prepares for necessary leadership transitions. It also provides an
opportunity for the next chair to:                                                        Whether it is the chair-elect or 
    * Understand his or her upcoming duties;                                              a separate vice chair, someone 
                                                                                          needs to be willing and able to 
    * Learn about the issues; and                                                         step up and lead should there be 
    * Develop the relationships critical to being a successful chair.                     an unexpected vacancy.
The chair-elect should not only watch and learn, but also take on impor-
tant tasks to relieve some of the chair's burdens. For the chair, a strong
chair-elect can be a valuable partner to ensure both an effective and
manageable tenure in office.
Whether it is the chair-elect or a separate vice chair, someone needs to
be willing and able to step up and lead should there be an unexpected
vacancy. The need can be short term, such as when the chair is unable to
attend a particular board meeting, or it can be long term, such as when a
chair must step down for personal reasons. While these abrupt transitions
are rare, they are critical times in the health of an organization. Having
someone prepared to step up when needed may be the key to making
these transitions successful.

Treasurer
The treasure is yet another critical leader in a land trust. The treasurer
ensures that the finances of the organization are being managed in the
public interest. He or she makes certain the organization has implemented
a set of internal financial controls, which are policies and procedures that
minimize the exposure the land trust may have to fraudulent behavior and
financial mismanagement. These policies and procedures are ratified by
the board, but it is the responsibility of the treasurer to ensure their imple-
mentation. As with all leadership jobs, the treasurer is not alone in this
responsibility - he or she typically assembles a team (often the finance
committee) to assist. (For more information, see Standard 6: Financial
and Asset Management and the Land Trust Alliance course "Financial
Management of Land Trusts.")
In addition to these big-picture responsibilities, the treasurer also has
responsibility for regular and routine financial management tasks.



                                    The Importance of Board Leadership             175



                                 Depending on the size of the land trust and its staffing, this job may
                                 be shared between the treasurer and a staff person (such as the finance
                                 director) who implements the details. In these cases, the job of trea-
                                      surer and finance director need to be clearly defined to assure board and
                                 staff talents are effectively utilized, and that board members respect the
The treasurer must possess            authority delegated to the executive director and his or her staff.
 a strong understanding of            The treasurer must possess a strong understanding of both broad financial
      both broad financial            management issues as well as bookkeeping procedures. Specific rules guide
management issues as well             how nonprofits deal with their money, and the treasurer is the board's in-
as bookkeeping procedures.            house expert on these details. If he or she doesn't know all the details, he/
                                      she needs to learn them or have other leadership partners who do.

                                 Secretary
                                 The secretary is often discounted as a leadership function, yet in many
                                      states, it is one of the few officer positions mandated by law. The role of
                                 the secretary, much like treasurer, varies significantly depending on staff
                                 capacity and board member capability. Some secretarial functions are
                                 fundamental to governance and should not be delegated, including:

                                          * Ensuring compliance with state law;

                                          * Understanding and managing the organization's compliance with
                                            its own bylaws and policies; and
                                          * Keeping confidential records such as minutes of executive
                                            sessions.
                                 Other responsibilities may be shared or delegated to staff, including
                                      taking and managing the minutes of regular board meetings. In these
                                      cases, the secretary (much like the treasurer) doesn't actually do the work,
                                 but is responsible for ensuring the work gets done properly. For example,
                                      a staff person may take the minutes at a meeting, but the secretary reviews
                                      and endorses the minutes as accurate and complete prior to submittal to
                                      the board for approval.

                                 Executive Committee
                                 The chair, vice chair/chair-elect, treasurer and secretary are the most
                                 common officer positions in land trusts. Some organizations include other
                                      leadership roles in the mix, including multiple vice presidents, often with
                                      specific roles connected to board functions. A common procedure is to
                                      connect officer positions to governance committee chair roles (for exam-
                                      ple, the treasurer as chair of the finance committee). This arrangement
                                      helps ensure effective coordination of the committee work fundamental
                                      to many boards' success without creating a bloated group of leaders.



                               176        Land Trust Boards: Preparing for Perpetuity



This group of officers often constitutes an executive committee. The
executive committee manages the detailed affairs of the board, helping
both to prepare for board meetings and for their follow-up. For most
executive committee members, their job has five major responsibilities:

    * Coordinate and manage board committees;

    * Provide oversight of and input to the executive director;

    * Ensure issues and decisions coming before the board are "ripe"
      and ready for board action;
    * Handle routine and administrative responsibilities on behalf of
      the board; and
    * Make emergency decisions on behalf of the board when there is no
      reasonable or timely means to pull the board together for a decision.
Land trusts must be careful to ensure that the executive committee does
not usurp the authority of the full board. For example, if an executive
committee begins to make the important decisions on behalf of the
board (ostensibly because it's a "more efficient" means to action), the
board begins to lose its reason for being. Board members begin to defer
to the executive committee, and begin to disconnect with the land trust               Land trusts must be careful 
and degenerate into apathy.                                                           to ensure that the executive 
The general rule about executive committees emphasizes the inverse rela-              committee does not usurp the 
tionship of their power. Strong boards need "weak" executive committees.              authority of the full board.
"Weak" doesn't mean ineffective; it means possessing limited authority
and deferring to the full board. A board needs to be the decision-making
body, and an executive committee needs to help facilitate board decisions.
When this basic relationship becomes reversed, the organization needs to
fall back and redefine its structure and authority for board action.

A land trust was struggling to get regular quorums at board meetings and to           Example
get board members to engage in critical issues. As a result, the group added
two people to the executive committee in at-large positions, providing that
group with a bit more strength and experience. The board embraced this
decision, which was done to ensure that decisions could get made if neces-
sary. Unfortunately, there was a clear unintended consequence: ever greater
erosion of board involvement and more struggles to get things done. The
problem was exacerbated because board members were even more willing
to relinquish responsibility and remain passive as an even stronger group
of leaders was defined. Rather than engage the board more completely, the
strengthening of the executive committee further alienated it.
To resolve this problem, the land trust engaged in a comprehensive orga-
nizational development process. As a result, the land trust significantly


                                  The Importance of Board Leadership           177



  reduced the executive committee's role, and decisions were remanded to
       the board as a whole. As a result of this decision (and other steps to build
  board engagement), board members assumed the reins again. With clear
  responsibility for the health of the land trust, the board became more
  actively engaged in running its operations, avoided quorum problems,
       and increased the involvement and satisfaction of all the members of the
  board.


  Keys to Effective Leadership
  There are some common fundamentals that may be helpful as land trusts
       attempt to assess and build their leadership strengths.

  Communication
  A core strength of all good leaders is their ability to communicate.
  Communication, in all of its various forms, helps a group understand
       each other and work together. When a leader is a good communicator, he
  or she sets the tone for everyone else. He or she presents ideas and issues
  early, when they can best be addressed. This ability is so fundamental
  to good leadership that it is really a core talent that training can rarely
       create. If a leader is fundamentally not a good communicator, little can
       be done to make him or her better. As such, communication skills are one
       of the innate talents that should be identified in potential leaders.

  Conflict Resolution
  Connected to good communications are good conflict resolution skills.
  Conflict is inevitable in every organization. Avoiding it completely is
  impossible and probably not healthy. However, great leaders successfully
  manage and turn it in positive directions. Good leaders tackle conflict
  when it first appears, and have the tact and earned respect to help people
  find win-win solutions to problems. A leader who recognizes that he or
  she is not naturally good at resolving conflicts should take steps to acquire
  conflict resolution skills and rely on others on the board to be mentors
       and coaches. However, a board member who is entirely conflict averse
       will probably fall short when a critical moment requires the capabilities
       of a great leader. In the event of a serious internal conflict that is beyond
       the capacity of one or more organization leaders to handle, good leaders
       will call in outside help from an expert who can maintain neutrality while
       bringing the opposing sides together.




178        Land Trust Boards: Preparing for Perpetuity



Meeting Management
Leaders run meetings and facilitate discussions. They require a few subtle
and not-so-subtle skills specific to meeting management. Nearly all good
leaders can learn these skills over time if they want to. Good leadership
development for land trust board members will provide the opportuni-
ties for potential leaders to learn and practice the keys to running a great
meeting, including observing, listening and tactfully redirecting energy
in a meeting.
Managing a meeting does not mean doing all the talking. One land trust
chair characterized the subtle art of good meeting management in a state-              Good leaders often 
ment made to his executive director: "As the chair and executive director,             possess strong organizational 
we're going to define our success in board meetings by how little we say. If           knowledge, including 
we do great preparation work up front, we'll limit our role to adding infor-           experience with land trusts and 
mation, carefully correcting misstatements and encouraging others to find              other nonprofit organizations.
their voice." This is a challenge that every chair and executive director
should take on. How much more can you accomplish by saying less?                       Good leaders foster an 
Organizational Experience                                                              environment of mutual trust 
                                                                                       within the organization.
Good leaders often possess strong organizational knowledge, including
experience with land trusts and other nonprofit organizations. They have
seen - and often led - change processes that worked and didn't work.
They are clear on the subtle and overt politics that take place within orga-
nizations, and they use that knowledge to the organization's advantage.

Personal Character
Good leaders foster an environment of mutual trust within the organi-
zation. One reason for their success is that is that they themselves are
perceived as eminently trustworthy. They keep their promises. They are
honest. They do not pretend to be something they are not.
Good leaders also possess the old-fashioned virtues of decency and cour-
teousness. They don't indulge in intra-organizational gossip and don't
hesitate to bring an overactive rumor mill to a halt. Toward everyone                  Does the leader make 
- their peers, staff, volunteers, and the outside world - they are unfail-             everyone in the organization 
ingly polite and respectful. Nevertheless, they do not hesitate to speak               feel proud to be part of it?
their mind. When they do, people listen because they enjoy a reputation
for clear thinking and for always keeping the organization's best interests
at the forefront.
Does the leader make everyone in the organization feel proud to be part
of it? A good leader meets this test.




                                   The Importance of Board Leadership           179



                                              Community Connections
                                              Good leaders often possess strong community contacts. This is a strength
                                         that many good board members also have. These contacts can be very
                                              valuable as a group is trying to pull people into the organization and
       When great leaders bring          build its capacity. Remember, people generally don't follow ideas; people
their strong community contacts          follow people. More specifically, people follow leaders. When great lead-
   into the land trust, the entire            ers bring their strong community contacts into the land trust, the entire
           organization benefits.        organization benefits.

                                              Passion
                                              Sometimes a person with strong passion for the organization and its
                                              mission can be an effective leader even if their other skills need some
                                              work. A good leader must have a passion for the mission of the organiza-
                                              tion, a willingness to take the reins and a commitment to learn the skills
                                              that it takes to lead their group.
                                              Leaders often possess great charisma. They have attractive personalities
                                              and great intellect. But these may not be criteria for great leadership
                                              as much as they are byproducts of other leadership attributes. As they
                                         recruit their leaders, land trusts should look for individuals skilled in the
                                              following:

                                                  * Communications;

                                                  * Conflict resolution;

                                                  * Meeting management;

                                                  * Organizational development; and

                                                  * Outreach abilities.
                                         Nothing - absolutely nothing - is more important to a land trust's
                                         success than its ability to attract, support and retain great leadership.
                                         Sometimes leaders turn out to be bad, even in good organizations. It's
                                         sad to say, there are people who seek a leadership role for selfish personal
                                              advancement (it need not be a blatant conflict of interest) or who misuse
                                              their position because having power is a central theme of their lives.
                                         Sometimes organizations get stuck with a bad leader because no one else
                                         is willing to take on the job. Land trust boards should be sensitive to the
                                         fact that casual choice of a leader can lead to unfortunate situations and
                                         have unintended consequences.







                                       180        Land Trust Boards: Preparing for Perpetuity



Leadership is demonstrated everyday in land trusts across the country.                  Example
One individual in particular has led conservation efforts nationally and
in his home state of Vermont, Darby Bradley. Darby was recognized in
October 2006 with the first Kingsbury Browne Conservation Leadership
Award.
Bradley has helped to build the Vermont Land Trust into one of the
strongest and most respected land trusts in the country. Darby has served
the Vermont Land Trust for 25 years as a staff member and, before that,
worked with VLT's founder, Rick Carbin, to found the organization and
complete many of its early conservation projects. Darby is also a former
board member of the Land Trust Alliance, and has served in a variety of
other leadership roles in the land trust community.
Darby has distinguished himself and his organization in not only conserv-
ing a lot of land (the Vermont Land Trust has protected 440,000 acres,
roughly 7.5 percent of the state's privately owned land), but also in setting
a tone and a vision for conservation locally and nationally. With VLT,
Darby helped to initiate critical concepts in land stewardship sustain-
ability, and helped to pioneer planned giving as a sustainable source of
funding for stewardship responsibilities. He was a firm believer in build-
ing a strong regional conservation organization that possessed a familiar
local face, rather than a multitude of small, less professionally capable
land trusts. With his leadership, the Vermont Land Trust has built lasting
coalitions with organizations addressing other very important commu-
nity issues, especially affordable housing.
Bradley's award was presented by Land Trust Alliance president Rand
Wentworth and former president Jean Hocker, who commended Bradley
as "a humble man who has dedicated his life to conservation. It is truly
inspiring to see how much one passionate and dedicated person can do
over a relatively short period of time."














                                   The Importance of Board Leadership            181



       Thoughts on Leadership, Balance and Gender
       by Jean Hocker, former Land Trust Alliance President


       Land trust leaders, whether staff or volunteers, work incredibly hard. They 
       learn, teach, listen, walk the land, raise the money, set the vision, inspire 
       the team, close the deals, forge the partnerships, devise the strategies. And 
       they typically spend long hours at it, often under significant pressure. After 
       all, land not protected today may be paved over tomorrow.
       Sometimes the most promising leaders, no matter how devoted, reluctantly 
       decide it's not worth it. Others thrive or at least hang in. Neither choice is 
       right nor wrong; it just is. But if we're going to keep the exceptional leadership 
       talent that abounds in our movement, we need to find some balance to it 
       all.
       "Don't you think it's even harder for women?" I've been asked. I think it 
       is, especially those who also have young families and certainly for those 
       (women or men) who are single parents. Though everyone needs balance, 
       women still typically are the caregivers of our society, the organizers of life 
       at home, the ones who become so expert at juggling that they sometimes 
       can't distinguish all the balls in the air. How do we make sure that we 
       don't disproportionately lose the outstanding women who are drawn to our 
       work?
       I think about my own career in land conservation - launching the Jackson 
       Hole Land Trust as a volunteer, then as executive director building a 
       conservation easement program and solid foundation for the land trust's 
       future. After that, I headed for Washington, DC, to run the Land Trust Alliance 
       for nearly 15 years, overseeing huge land trust growth and the Alliance's 
       evolution from a three-person staff to an organization with wide-ranging 
       programs and some 50 staff in several locations.
       During the Jackson Hole years, I had children at home. But by the time 
       I came to the Alliance, I didn't. It made a real difference in the amount 
       of time and energy I could devote to my work. Too, I am blessed with a 
       very supportive husband, himself immersed in conservation work. Much 
       earlier, as a single parent, I can't imagine having been able to juggle all 
       the demands I see younger women coping with today, including many who 
       are rising leaders in land trusts. I do know you can't succeed at saving land 
       if you are guilt-ridden for missing milestones in your children's lives or for 
       neglecting family and friends. Passion drives most people in this business, 
       but even that has limits.



182            Land Trust Boards: Preparing for Perpetuity



I also know that life has stages; balance means different things at different 
times. There may be years when you can't take on all the demands of a 
leadership role, but that doesn't mean you can't be learning and growing 
and preparing for the time when you can. Or maybe you spend some years 
building leadership skills, then take a less demanding role for awhile, with 
no apologies, then renew immersion when the time is right.
As a movement, we need to encourage talent on terms that account for 
life's seasons. Wherever we can, we should set the example in job sharing, 
part-time work and reasonable expectations. At other life stages, we need 
to consider sabbaticals for our leaders of both genders. Yes, it all costs 
precious dollars. But the cost of losing talented leaders is unacceptably 
high.
Land trusts have charted a bold new course for conservation. Now our 
movement, which is all about longevity and stewardship, needs to set a new 
path for our own leaders, setting no unwitting barriers to leadership. We 
should be sure we drive no one out because we didn't pay attention.
Gender is only one part of the inclusiveness we want for our movement. But 
if we can't figure out how to attract and retain our brightest young women, 
we will be much the poorer for it on every level.























                                    The Importance of Board Leadership       183



P   U   T   T   I   N   G     I   T     I   N   T   O     P   R   A   C   T   I   C   E



              Evaluate Your Leadership Capabilities
              The following questions may help you assess your leadership potential. Answer these 
              questions and reflect on your responses regarding your ability to lead. Consider discussing 
              your answers with a leader you trust to get his or her perspective.

                  1. In which situations am I most comfortable leading? When do I find myself
                       wanting to step forward, and when do I find myself stepping back?
                 __________________________________________________________
                 __________________________________________________________

                  2. How would you rate yourself on the following leadership traits (low,
                       medium, high):
                     __________ Arranger  
                     __________ Problem-solver  
                     __________ Empathizer  
                     __________ Relater  
                     __________ Interpersonal connector  
                     __________ Stimulator  
                     __________ Team-builder  
                     __________ Positivist (optimist or positive thinker)  
                     __________ Persuader   
                     __________ Commander  
                     __________ Activator  
                     __________ Courageous  


               3. 
                        What are possible ways for you to strengthen these areas to become a
                
                        more capable leader?
                 __________________________________________________________
                 __________________________________________________________








                           184      Land Trust Boards: Preparing for Perpetuity



                                                                    E   X   E   R   C   I   S   E     1



 4. 
    Why do I want to become a leader? What does leadership provide that
  
    is important to me?
 __________________________________________________________
 __________________________________________________________


 5. 
    How is my leadership style perceived by others? Have I received feedback
  
    that highlights my leadership strengths? Is there someone I can talk to
  
    about my leadership potential?
 __________________________________________________________
 __________________________________________________________


 6. 
    How do I respond to conflict? Am I a mediating force or an escalating force?
 __________________________________________________________
 __________________________________________________________


 7. 
    How can I be sure my perceptions are accurate? Are there other ways to
  
    evaluate my approach and potential for leadership?
 __________________________________________________________
 __________________________________________________________

















                              The Importance of Board Leadership        185



Sample Document: Board Chair Job Description

                   Responsibilities
                   Provides leadership to the volunteer board in ensuring that the board meets all 
                   responsibilities. Serves as chief spokesperson in all board matters. Promotes land trust 
                   activities aimed at achieving its goals.

                   Human Resources
                       * Board Leadership. Appoints, subject to ratification of the board, standing commit-
                         tee chairs and such special committees as may be deemed necessary to expedite 
                         the goals of the land trust. Directs the board in the fulfillment of its established 
                         roles. Presides in regular and special meetings of the board and its executive 
                         committee.

                       * Leadership Development. Promotes the development of selected volunteers to 
                         assume future key leadership roles in the land trust and assists current leadership 
                         in identifying key persons in the community who should be recruited to assist the 
                         organization.

                       * Supervision. Supervises the executive director, assuring that the internal opera-
                         tions of the land trust are conducted effectively and with maximum efficiency 
                         toward achieving its stated goals. Supervises standing committee chairs to assure 
                         that their stated functions are being performed. Ensures that personnel evalua-
                         tions take place for the executive director.

                   Planning
                       * Oversees the planning and goal-setting processes for the land trust and ensures 
                         that the committees of the board and staff members work cooperatively so that 
                         the planning functions can be accomplished. Ensures completion of program 
                         evaluations.

                   Finance
                       * Appoints finance committee. Monitors the fiscal policy development and manage-
                         ment of the land trust.

                   Community Relations
                       * Serves as official spokesperson to the public on all board matters. Ensures that 
                         the public relations efforts of the organization are clearly maintained.

                   Organizational Operations
                       * Ensures that board committees function well and that the staff structure is appro-
                         priate for the management of the land trust. Monitors the organization's legal 
                         accountability processes.






                              186    Land Trust Boards: Preparing for Perpetuity



                                                                                Board Chair Job Description

Minimal Job Requirements
   * Demonstrated commitment to the goals and strategies of the land trust. 
     Established record of support for the organization by representing the community 
     and by contributing both financially and with time.

   * Demonstrated community leadership that will enhance the land trust's image in 
     the general community.

   * Record of experience as a volunteer leader with responsibility in one or more 
     major functions of the land trust.

   * Willingness to expand knowledge and board responsibilities and chair responsibili-
     ties through ongoing training.

   * Willingness and ability to represent the land trust in the community.

   * Six to ten hours per month (in addition to board membership responsibilities) to 
     contribute as leader of the organization.





























                                  The Importance of Board Leadership          187



       Check Your Progress
       Before finishing this chapter, check to make sure that you are able to:
                                            Identify the critical board leadership roles within a land trust
                                            and what their functions should be;
                                            Understand the characteristics of good leadership and how it
                                            can be developed within an organization; and
                                            Understand and create an executive committee to serve as a
                                            leadership team to guide an organization.



































188                                      Land Trust Boards: Preparing for Perpetuity



Notes







































The Importance of Board Leadership    189






                                                   Afterword * Principles of 
                                                       Great Boards in Action



The chair of the board stood up in front of the assembled guests and accepted 
the award. This was familiar territory - the Tucker Regional Land 
Conservancy had received several awards lately. But this was a particularly 
important honor, and the chair was pleased to accept it.
"Thank you Ms. Burke for this honor. I accept it on behalf of the
members, supporters, board, and staff members of the Conservancy.
"Some of you know that accepting these plaques has become a bit of a
habit for me. In the last year, we've received several awards that recognize
the Conservancy's accomplishments. None of these will be more valued
than the one from the Community Council.
"I'd like to highlight a few things that I think are important about the
Conservancy, and why we all can be proud of what our group has done
to protect the most important natural resources of our valley.
"Our land trust works with the landowners and communities through-
out the region to protect critical habitat and signature landscapes of the
Tucker Valley. About three years ago, we took a big step. We decided that
the lands that needed protection were too important for us to think small.
So we got big. With support from the Dyer Memorial Trust and the Sam
Roberts Foundation, we solicited three years of capacity-building funding
to take our work to the next level. We hired Juan Carlos Ortega as our new
executive director, and he in turn hired a professional staff that has been
unbelievable. We have a great staff at the Conservancy, and I'm honored
to be able to work with them.
"Perhaps more important than the growth of our staff, our board took
on the challenge and stepped up to another level of effectiveness. We
created our Trustee Council, which some of you in this room help lead,
and reached out into the community to truly create the kind of board
this community deserves. Today, our board is committed. It's connected
to the community. It's as diverse as our community itself and does a great
job of serving the community's interests.



  "I know we get a lot of attention for raising money. We do raise a lot of
       money, and I know many of you are the investors who provide the fuel
       to drive our conservation and education programs. For that, I thank you
       . . . again.
       "But we're not just a fundraising board. We have many people serving in
       critical leadership positions whose contributions go beyond their finan-
       cial investment. I am extremely proud of our ability to direct commu-
       nity resources toward protection of our most important landscapes, but
  I value the time and talent that is given as much as I value the treasure
  that's invested.
  "Last year our conservancy completed the national land trust accredita-
       tion process. This is a new thing - it involves subjecting our organiza-
       tion's operations to the scrutiny of our conservation peers, and challenges
       us to be as effective and ethical as we can. We passed that accreditation
       process and now proudly wear the seal of approval bestowed by the Land
       Trust Accreditation Commission.
       "Last fall, we were honored by the Land Trust Alliance, a national orga-
       nization that works on behalf of the 1,500-plus land trusts to make our
  conservation community strong. The Alliance honored us with one of
  three top awards for land trust excellence. We're extremely proud of this
  award because it represents our commitment to meet and exceed impor-
       tant standards and practices for how land trusts should operate. We
  pledge always to exceed the expectations established by these standards as
       a way to reinforce our commitment to great conservation work.
       "Today we receive the latest in this series of recognitions. This one
       matters most to me because it comes from home. It comes from the
       people whose trust and support we need to be successful. Believe me,
       nothing given by any national organization can be more important to us
       than the award you give us as the Community Organization of the Year.
       Thank you for this honor, and thank you for all of your support. I hope
       to see you all again later this month for our Community Picnic on the
       Gredler Preserve. It's going to be more fun than ever before."
       As the chair stepped down from the podium, the community council
       president pulled the Conservancy's board chair aside. "Glenn, I'd like
       to talk to you some more about the Conservancy. I've wanted to get
       involved in your group for some time. I'm a donor and I volunteer for
       the stewardship walks, but I'm thinking I'd like to get on your board. Can
       you help arrange that?"
       "Wow, Mary. That would be great. You'd be a fabulous addition to our
       leadership team. Here's what I'd suggest. We've found that people who


192         Land Trust Boards: Preparing for Perpetuity        



want to serve on our board succeed much better when they've had a
chance to get involved in some aspect of the board's work first. We recruit
people to serve on our board committees before they serve on our board.
We've got some great committees - Board Development, Major Donor,
Finance, Planning and Evaluation, Public Policy - any one of those
groups would be good place to start. Do any of those interest you?"
"Well, I have a fair amount of experience in both public policy and fund-
raising, and I like doing both," Mary said. "I just need to jockey a few
things - probably step off of a board I'm on now. This would be a better
place for me, I think."
"Well, think about where you might want to step in. We can always
use people in fundraising of course, but policy might be a good intro-
duction to some of the big issues we're dealing with. We consider our
Board Development Committee our most important, and that might
be a good fit as well. You're about as well connected as anyone in the
community. How about this: I'll get you an application and ask some-
one from the Board Development Committee to contact you. We have
a great process for getting people involved, and I'm sure they can find
a committee that works for you. They'll give you each committee's job
description and work plan to help you make your decision. I'd love to
have you involved."
"Wonderful. Thanks, Glenn. I'll wait to hear from someone. Soon I
hope."
"Soon it will be! I'll make sure we keep your interest high in our priori-
ties. I'll call you in a week to see if someone has gotten in touch with
you. And give me a call anytime if you have a question. It's important to
me."
"I will. I'll let you know."


Outstanding land trusts don't happen by accident. They happen when
people who care take the time to make their boards strong, effective
centers of leadership. These boards have clear direction, strong rela-
tionships, effective structures and, ultimately, people with a passion for
making a difference.
From that point of strength, just about anything is possible - in Tucker
County or anyplace else in the world.






                                                           Afterword           193



  Action Plan

  Next Steps
  Follow up to this training is essential. The purpose of information is
  not to entertain; it is to help change land trusts to be more effective.
  We recommend that you undertake these steps, if you have not done so
  already, to apply what you've learned from this training to improve the
  operation of your land trust.
       1. Have your board pass a resolution adopting Land Trust Standards 
           and Practices as the ethical and technical guideline for the respon-
           sible operation of your land trust. Work actively within your
           trust to ensure that your group is doing more than endorsing
           these principles; they are actively implementing them within your
           operations.
       2. Have the board work through the Land Trust Alliance's evalu-
           ation tool, Assessing Your Organization. This is a great starting
           point for understanding which of the issues addressed in this
           course are most relevant to your organization. It also sets the stage
           for a great conversation among board members, a critical step to
           moving forward as a team.
       3. Find and help nurture a "champion" for the issues highlighted in
           Assessing Your Organization. Find someone (and it may be you)
           who will positively push the organization forward to becoming
           more effective in board governance. If possible, originate this
           push from an active board development committee or executive
           committee so it has the legitimacy of existing leadership.
       4. Look closely at the legal compliance issues that may emerge from
           the assessment to ensure that the land trust is operating within
           the law. The Land Trust Alliance course "Avoiding Conflicts of
           Interest and Running an Ethical Land Trust" is an important
           complement to this governance course and should be considered
           in conjunction with this training.
       5. Identify the most fundamental board governance issues from
           within the assessment that, if improved, will lay the founda-
           tion for improvements in other aspects of your organization.
           For example, many organizations find that strong and effective
           committees are a critical tool to implement many of the gover-
           nance changes they seek. Likewise, good committee leadership
           is fundamental to an effectively functioning committee. Rather
           than focus on issues such as major donor fundraising that are
           dependent on many facets of the organization working effectively,
           it may be more useful to focus first on empowering two or three



194      Land Trust Boards: Preparing for Perpetuity        



       key leaders to guide committees on board development and stra-
       tegic planning - two of the most vital requisites to successful
       major donor fundraising.
  6. Consider hiring consultants with experience in the governing
       issues your land trust seeks to improve. Consultants can bring
       expertise, perspective, objectivity, and time to an organization
       that can be crucial when working through important organiza-
       tional changes. In some cases, consultants can be found within
       established local institutions such as community colleges and
       universities, Cooperative Extension Services and community-
       minded businesses.
  7. Have your land trust commit itself to continuous improvement
       in the areas outlined in this course. Not everything is going to
       happen immediately. It will take time. But a commitment to
       constantly improve and grow the organization takes away the
       pressures of time, and will help your group recognize that the
       race to become more effective is a marathon, not a sprint.
  8. As a group, consider preparation for and application to the land
       trust accreditation program. This independent validation of your
       organization's technical and ethical operations will help demon-
       strate your commitment to doing great work. It will also provide
       a specific and tangible way to understand how your trust can be
       more effective.

To Do Sheet
As a result of studying the material in this course, there are many things
that you will want to share with the rest of your land trust. The following
"To Do Sheet" will help you plan your strategy.
Use this sheet to record any "to-do's" that occur to you during the course.
Be specific with the action item and date by which you hope to accom-
plish this task.














                                                          Action Plan          195



Chapter One
 To Do                           Who is Involved                               By When











Chapter Two
 To Do                           Who is Involved                               By When












Chapter Three
 To Do                           Who is Involved                               By When












                 196         Land Trust Boards: Preparing for Perpetuity        



Glossary

Board development: The broad responsibility of building and sustain-
ing a strong board of directors to ensure its ability to fulfill its govern-
ing responsibility. Board development includes five distinct functions:
recruiting, orienting, training, evaluating and recognizing board members
and other volunteers involved in governing functions.
Board diversity: The desired composition within the board of direc-
tors that ensures the board possesses the requisite skills, connections and
personal characteristics to serve its constituency and fulfill its mission
effectively.
Conflict of interest: An action or condition in which a person in a
position of authority over an organization, such as a director, officer,
manager, or other "insider," benefits personally or creates a benefit to a
family member or other organization with which they are associated.
Conflict of interest policy: A policy decision that consists of a set of
procedures designed to avoid the possibility that those in positions of
authority over an organization may receive an inappropriate benefit.
Fiduciary responsibility: The ethical and legal requirements of board
action designed to ensure the organization is fulfilling the public trust
given to it. This responsibility carries with it the duties of due care,
loyalty and obedience.
Governance: The fundamental decisions and authority that defines an
organization and its work. Governance includes five major elements:
direction and outcome, rules and guidelines, capacity and resource devel-
opment, leadership and personnel, and implementation and results.
Lines of authority: The separation of board and staff functions that both
clarify the respective roles and strengthen the ability of people within the
land trust to work together effectively as a team.
Management: The responsive decisions that follow the governing direc-
tion and guidelines and lead to the fulfillment of the mission of the
organization. The functions include the key responsibilities of program
planning and implementation, and administration.
Policies: Basic rules of operation governing how the land trust will
conduct itself. Policies include several different levels of rules: governing 
policies (defining broad direction and organizational framework, includ-
ing strategic plans and bylaws), executive policies (defining the program
and organizational guidelines or constraints for how business will be


                                                               Glossary         197



       conducted) and operational or administrative policies (defining the proce-
       dures and details for organizational operations).
       Private inurement: An action in which a person who is an "insider"
       to the tax-exempt organization, such as a director or an officer, derives
       a benefit from the organization without giving some or at least equal
       value in return. The IRS prohibition on inurement is absolute. The IRS
       also imposes penalties on directors, officers, key employees, and other
       insiders who engage in transactions that confer an excess benefit on the
       individual.
       Strategic direction: The direction the land trust will take in the next
       three-to-five years of operations, which usually includes the vision,
       mission, goals, and outcomes of the strategic plan.
































198        Land Trust Boards: Preparing for Perpetuity        



Additional Resources

Publications
marcsmiley.com is a Web site developed by the author of this course that
has an extensive set of tools related to board governance, strategic plan-
ning, fundraising and organizational structure.
Robert's Rules of Order, Newly Revised, by Henry M. Robert III and
others (10th ed., Cambridge, Mass.: Perseus Publishing, 2000).
Board Development for Nonprofit Preservation Organizations, by
Marc Smiley. (Washington, D.C.: National Trust for Historic Preser-
vation, 2000). A useful booklet addressing board development issues
specific to historic preservation groups, as well as other nonprofit organi-
zations. Available through the National Trust for Historic Preservation.
Board Governance Series, from the National Center for Nonprofit
Boards. A series of 10 informative booklets addressing common issues
faced by leaders of nonprofit organizations from basic responsibili-
ties to understanding financial statements. Includes booklets on strate-
gic planning, the role of the board chair, and board responsibilities in
fundraising.
Boards That Make a Difference: A New Design for Leadership in 
Nonprofit and Public Organizations, by John Carver (San Francisco:
Jossey-Bass, 1997). A best-selling, comprehensive book outlining a "bold
new approach to board job design, board-staff relationship, the chief
executive role, performance monitoring, and virtually every aspect of
the board-management relationship." Available online through publisher
Jossey-Bass.
Carver Series, by John Carver. (San Francisco: Jossey-Bass, 1996). A
series of 12 booklets detailing roles and responsibilities of board members
from fiduciary responsibility to planning and running better board meet-
ings. Includes booklets on board assessment of the CEO, board assess-
ment of itself and making diversity meaningful in the boardroom. This
is an invaluable series by a respected authority on nonprofit board gover-
nance. Available online through publisher Jossey-Bass.
The Board Member's Guide to Fund Raising, by Fisher Howe (San
Francisco: Jossey-Bass, 1991). "What every trustee needs to know about
raising money." A concise yet comprehensive resource for the entire
fundraising process. Shows why board members must take the lead in
fundraising efforts, and shows how this role can be personally satisfy-
ing. Available through the National Center for Nonprofit Boards and
Jossey-Bass.


                                                   Additional Resources       199



  Goal Setting, by Susan Wilson (New York: AMACOM/American
  Management Association, 1994). A step-by-step book for setting personal
       goals, developing assertive communication skills and developing effective
       goal-setting and management skills.
  The Leader's Handbook: A Guide to Inspiring Your People and 
  Managing the Daily Workflow, by Peter Scholtes (New York: McGraw-
  Hill, 1998). A comprehensive manual for transforming management from
  old-style command and control to a new, inspiring leadership style.
  Managing a Nonprofit Organization, by Thomas Wolf (New York:
  Simon & Schuster, 1984). Offers checklists and explanations for virtually
  every aspect of managing a nonprofit organization: staffing, fundraising,
  trustees, financing, marketing, computerizing, planning and succeeding.
  Creating and Implementing Your Strategic Plan, by John Bryson and
  Farnum Alston (San Francisco: Jossey-Bass, 1996). A hands-on workbook
  for use by itself or as a companion to John Bryson's Strategic Planning for 
  Public and Nonprofit Organizations. This workbook provides a step-by-
  step process for distilling and developing a strategic plan. Available online
  through Jossey-Bass.
  Strategic Planning Workbook, by Bryan Barry (Saint Paul, Minn.:
  Amherst H. Wilder Foundation, 1997). A step-by-step, accessible work-
  book for organizations wanting to develop a strategic plan with achiev-
  able goals and strategies that make sense.
  First Things First, by Stephen Covey (New York: Simon & Schuster,
  1994). A follow-up book by the author of the best-selling Seven Habits of 
  Highly Effective People. This text focuses on one of the key habits: putting
       first things first. Includes information on getting out of the crisis addic-
  tion and determining a personal mission statement, allowing readers to
  achieve the things that are truly important to them.

  Organizations and Web sites
  BoardSource: A resource for publications and materials that can support
       board governance and development efforts. www.boardsource.org
  Independent Sector: The one national organization with the stron-
  gest credibility to speak on behalf of the entire nonprofit community.
  Provides resources and supports public policy decisions that are essential
  to the nonprofit sector. www.independentsector.org
  Local library: Still an outstanding resource on a wide spectrum of
  nonprofit organizational development issues. Two libraries in every state




200        Land Trust Boards: Preparing for Perpetuity        



are designated as Foundation Center libraries with expanded resources
and staff trained to help nonprofit groups.
Land Trust Alliance: The Land Trust Alliance is a national conservation
organization that works to save the places you love by strengthening land
conservation across America. Our work to improve the federal tax code
assures that landowners can afford to say "yes" to conservation. We also
train the professionals and volunteers who do the legwork to save your
favorite farm, forest, park or trail. Since people do not live forever, we
also focus on strengthening the community-based organizations respon-
sible for taking care of your favorite places long-term. Our legal program
ensures that land, once protected, stays protected for all time. And finally,
we leverage local and national media to engage more of America in the
powerful act of saving land. www.lta.org
Alliance for Nonprofit Management: Working to help nonprofit agen-
cies and nonprofit management support professionals manage their busi-
nesses more efficiently and effectively. Site contains a great FAQ section.
www.allianceonline.org
CompassPoint Nonprofit Services: Site offers resources, library, book-
store and consulting services. Includes links to online/media resources
through MediaNet, a nonprofit organization offering consulting, publi-
cations and workshops for nonprofits. www.compasspoint.org
GENIE: California Management Assistance Partnership's resource page
for nonprofit organizations. Some general information and reading, some
specific to California nonprofits. www.compasspoint.org/askgenie/
National Center for Nonprofit Boards: Resource for nonprofit board
development issues. Provides newsletters and discount purchases to
members. Large selection of books and other resources available online.
www.boardsource.org
Environmental Support Center: Training, information and opportuni-
ties for funding and loans to support environmental organizations. www.
envsc.org
Training Resources for the Environmental Community (TREC):
Workshops and organizational support for environmental organizations
in Oregon, Washington. http://trec.org








                                                  Additional Resources           201



Index

board advisors 100                                     leadership roles 19, 44, 76, 169, 176, 181, 186,
board assessment/evaluation 118, 120, 123,              188
 161, 199                                              lines of authority 17, 25, 29, 34, 36, 39, 56, 57,
board composition 2, 15, 109                            59, 60, 62, 63, 64, 77, 88, 94, 121, 152, 174
board development 22, 27, 34, 71, 91, 93, 105,
 110, 112, 115, 118, 127, 128, 160, 167, 172,          meeting effectiveness 19
 194, 195, 199, 201                                    meeting frequency 92, 133, 134
board diversity 108, 110                               micromanagement 57, 58, 59, 60, 174
board governance 11­15, 19, 25, 27, 39, 45, 49,
 57, 88, 102, 194, 195, 199, 201                       non-board committee members 99, 100
board member agreement 112, 119, 120, 154
board responsibilities 146, 187, 199                   organizational structure 68­71
board retreats 115                                     orienting 105, 112, 197
bylaws 15, 25, 30, 37, 44, 45, 73, 75­81, 88, 93,
 104, 105, 134, 161, 176, 197                          policy governance model 39, 40, 43
                                                       profile grid 91, 106, 110, 167
circles of involvement 101, 103, 109                   protecting board members 7, 103
conflict of interest 16, 17, 25, 27, 45, 52­54,        prudent person test 44, 45, 150
 80, 88, 99, 105, 150, 180                             public interest board 30, 31, 33

decision-making authority 16, 104, 157                 recognition 14, 39, 55, 65, 91, 92, 105, 106, 118,
duty 30, 64, 149, 150                                   127­29, 160, 167, 197
                                                       recruiting 15, 27, 28, 30, 76, 91, 99, 101, 103­07,
effective committees 92, 195                            109, 110, 112, 114, 144, 160, 167, 172, 197
effective leadership 19, 172, 173                      resource development 38, 71, 94, 197
effective meetings 130, 173
evaluating 15, 37, 105, 106, 118, 197                  stages 34, 35, 83, 97, 183
evaluation 27, 63, 64, 91, 95, 118­120, 123,           stakeholder board 31, 33
 125, 127, 136, 151, 152, 154, 155, 158, 160,          strategic direction 15, 25, 35, 37, 55, 88, 94, 148
 161, 167, 194
executive sessions 135, 174, 176                       Three Gs board 30, 33
                                                       Three Ws board 30, 33
fiduciary responsibilities 12, 15, 104, 150            term limits 25, 27, 78, 79, 81, 88, 103, 157, 161
financial accountability 71, 94, 144, 145              training 9, 11, 13­15, 19, 22, 28, 29, 35, 44, 63,
fundraising 22, 28, 30, 33, 35, 43, 49, 50, 51, 72,     91, 105, 109, 115­17, 121, 122, 125, 134, 136,
 95, 96, 115, 116, 122, 126, 145­48, 153, 156,          146, 151­53, 155, 160, 161, 163, 167, 172, 178,
 158, 159, 163, 170, 172, 192, 193, 195, 199, 200       187, 194, 197
                                                       training calendar 115, 117
governance decisions 12, 38, 74                        types of committees 93
governance functions 39                                types of policies 37

leadership characteristics 172
leadership development 14, 22, 94, 145, 179






                               Land Trust Standards and Practices Courses

Governance                                                               Land Protection

     Mission, Planning and Capacity                                           Evaluating and Selecting 
     Nonprofit Law and Recordkeeping                                          Conservation Projects
     for Land Trusts                                                          Acquiring Land and 
     Land Trust Boards: Preparing for                                         Conservation Easements
     Perpetuity                                                               Selling and Transferring Land 
     Avoiding Conflicts of Interest                                           and Conservation Easements
     and Running an Ethical Land Trust                                        Tax Benefits and Appraisals of 
                                                                              Conservation Projects
                                                                              Conservation Easement 
                                                                              Drafting and Documentation

Stewardship                                                              Strong Organizations

     Caring for Land Trust Properties                                         Ethical Fundraising for Land Trusts 
     Conservation Easement Stewardship                                        Financial Management of Land Trusts
     Managing Conservation Easements in                                       Determining Stewardship Costs 
     Perpetuity                                                               and Raising and Managing 
                                                                              Dedicated Funds


Author · Marc Smiley is an organizational development                    Peer Reviewer · Patricia L. Pregmon is the founding 
consultant working with nonprofit groups involved in a  partner of Pregmon Law Offices, a Philadelphia-area firm 
spectrum of issues including land and river conservation,                that assists landowners, land trusts and governmental enti-
energy conservation, historic preservation and community                 ties to plan, implement and fund conservation projects. A 
forestry. He has served in a variety of leadership roles with the        graduate of the University of Pennsylvania (A.B. Magna 
Columbia Land Trust, including as board member, secretary                cum Laude), Bryn Mawr College (M.A.) and Villanova 
and major gifts committee chair and capital campaign chair.              University (J.D.), she was the principal author of the 
He serves on the Land Trust Accreditation Commission as a                Pennsylvania Conservation Easement and Commentary. Pat 
committee chair and member of the Executive Committee.                   has represented land trusts and other nonprofit organizations 
As an adjunct professor, Marc teaches nonprofit management               for more than twenty-five years. She is currently a member 
courses and workshops for the Institute for the Management               of the board of the Pennsylvania Land Trust Association. Pat 
Organizations at Portland State University. Marc was  regularly presents programs to both national and local con-
formerly the executive director for the Oregon Natural  ferences on a variety of conservation and preservation topics.
Resources Council and the Yakima Greenway Foundation. 
He was the first Training Director for River Network.                    Peer Reviewer · Vivian H. Mills, founder and president 
                                                                         of the Conservancy for Charles County, is the principal of 
                                                                         VHM Nonprofit Solutions, an independent consulting firm 
                                                                         providing support to national, statewide, and local organiza-
                                                                         tions. Its focus is organizational capacity building, with em-
                                                                         phasis on board development and performance. She served 
                                                                         as the executive director of three national organizations and 
         1160 L Street NW, Suite 1100                                    held positions in development, advocacy, and field organiz-
         Washington, DC 20036
         202-638-4725                                                    ing. A veteran workshop presenter, she has filled leadership 
                                                                         roles in numerous public interest groups.
         www.lta.org


© LAND TRUST ALLIANCE 2007         Printe  
                                              d on New Li  fe Opaque  , a 30% po  st-consum  er waste re cycled paper.    PRINTED IN CANADA



