New Haven Land Trust Duties and Expectations
Position Title: Member, Board of Trustees
Function: Provide governance to the organization, represent it to the community, and accept the ultimate legal authority for it.
1. Regularly attends board meetings and important related meetings.
2. Is a member of at least one committee and makes serious commitment to participate actively in committee work.
3. Volunteers for and willingly accepts assignments and completes them thoroughly and on time.
4. Stays informed about committee matters, prepares themselves well for meetings, and reviews and comments on minutes and reports.
5. Gets to know other committee members and builds a collegial working relationship that contributes to consensus.
6. Is an active participant in the committee's annual evaluation and planning efforts.
7. Personally makes a gift to the organization and participates in fund raising for the organization
Summary of Board of Trustee Duties:
Duty of Planning
- Acting as a team, the Board of Directors formulates a long-term (3 – 10 years) written business plan that outlines the general future course of the organization.
- Annually assess the environment and approve the Institution's strategy in relation to it.
- Annually review and approve the Institution's plans for funding its strategy.
- Review and approve the Institution's five year financial goals.
- Annually review and approve the Institution's budget.
- Approve major policies.
- Monitor, appraise, advise, support, reward, and, when necessary, change staff.
- Be assured that management succession is properly being
- Be assured that the status of organizational strength and
manpower planning is equal to the requirements of the long range goals.
- Approve appropriate compensation and benefit policies and
- Propose a slate of directors to members and fill vacancies as needed.
- Determine eligibility for and appoint Board Committees in
response to recommendations of the Nominating Committee.
- Annually review the performance of the Board and take steps to improve its performance.
- Review the results achieved as compared with the Institution's philosophy, annual and long range goals, and the performance of similar institutions.
- Be certain that the financial structure of the Institution is adequate for its current needs and its long-range strategy.
- Provide candid and constructive criticism, advice, and comments.
- Approve major actions of the Institution, such as capital
expenditures and major program and service changes.
Fiduciary Responsibility Duty
- A Board member is a “trustee” of the corporation’s funds, charged with ensuring
- that they are spent responsibly and effectively to meet the goals and policy
- objectives the Board formulates. This responsibility does not mean the Board must or should approve the expenditure of every dollar.
- Be assured that the Board and its committees are adequately and currently informed - through reports and other methods - of the condition of the Institution and its operations.
- Be assured that published reports properly reflect the operating results and financial condition of the Institution.
- Established appropriate policies to define and identify conflicts of interest throughout the Institution, and is diligently administering and enforcing those policies.
- Appoint independent auditors subject to approval by members.
- Review compliance with relevant material laws affecting the
Duty of Care
- Act as a reasonable prudent Director would act in same situation.
- Read corporate documents (Articles, Bylaws, resolutions and minutes.) Articles and Bylaws give operational ground rules for running the corporation.
- Read contracts before entering into them.
- Review financial records of the corporation. As a Board member, entitled to look at the books.
- Special expertise not required.
- Act with common sense and “good faith.”
- Must exercise independent judgment.
- Must have a rational business purpose behind decision – i.e., believe it is in the best interest of the corporation to act (business judgment rule.)
Duty of Loyalty
- Act in a manner the Director believes is in the best interests of the Corporation.
- Overriding objective is to advance and achieve the Corporation’s purposes as stated
- in governing documents.
- Directors must champion the best interests of the organization and organization’s
- constituency, rather than personal interests.
What Board Members Should Expect:
Certain kinds of support by staff and each other are required for board members to be able to fulfill their duties. Board members should expect, and insist on, the following:
- An orientation for new board members to the history, mission, goals, structure and budget of the organization and to the expectations of board members. This orientation should provide them with copies of all governing documents and board policies.
- Regular board meetings, scheduled well (at least 2 weeks) in advance.
- Board packets providing the information needed to make well informed decisions as required by the agenda, 24 hours before each board meeting.
- Regular and financial reports which include: income and expense statements that include a comparison with the budget and balance sheets at least quarterly (typically monthly), an annual budget presented for approval, and an independent audit provided annually. Sufficient time in board meetings to answer any questions board members have about finances.
- Formal, written minutes for board meetings presented to the board for review and official approval at or before the next board meeting. These are public record and should be filed in a way that makes them easy to access if questions arise.
- An active role in setting policy for the organization. All board members will be involved in any changes to the mission, values and primary goals of the organization, and to the bylaws or articles of incorporation, and be part of the strategic planning work for the organization.
- Willing engagement by staff and other board members in providing information the board needs to make good decisions.