- Provide board members with written expectations for their service on the board.
- The board meets a minimum of three times per year and maintains adopted minutes of each meeting.
- Provide board members with sufficient and timely informational materials prior to each meeting to make informed decisions.
- Board members evaluate their performance annually as a group and as individuals at least once every three years.
- Adopt procedures for removing board members who are not fulfilling their responsibilities.
- Have governing documents that contain policies and procedures (such as provisions for a quorum and adequate meeting notices) to encourage broad participation and to prevent a minority of board members from acting for the land trust without proper delegation of authority.
Background
The land trust provides board members with clear expectations for their service and informs them about the board’s legal and fiduciary responsibilities. The board meets regularly enough to conduct its business and fulfill its duties, with a minimum of three meetings per year. Board members are provided with adequate information to make good decisions. Board members stay informed, attend a majority of meetings and ensure appropriate oversight of the organization, including its policies and programs, in order to achieve the land trust’s mission and goals.
The legal standards of behavior for board members of non-profit organizations are established by the relevant legislation and what is referred to as the common law. Generally, a director’s duties include what may be referred to as a “duty of care,” “duty of loyalty” and “duty of obedience” as the major duties that board members owe their organization. In general, they require honesty, good faith, and ordinary and reasonable care and diligence acting in the best interests of the organization. Directors owe a duty to themselves to be fully informed of the applicable duties and standards that they must fulfill in order to fulfill the role of a director. However, a truly effective board, of course, goes far beyond meeting its basic legal responsibilities; it works hard at operating as a creative team that can guide the land trust on a path of achievement and success. Land trusts should work to support the needs of their directors to learn and understand their duties.
Land trusts may consider developing background materials that can help educate board members, or may wish to avail themselves of more formal learning opportunities.
The board should meet often enough so that board members are sufficiently informed and involved in decisions to meet their legal duty of care. Many boards of smaller organizations meet monthly; boards of larger organizations may meet less often. Often a board has committees that meet between board meetings.