Standard 3: Board Accountability
The land trust board acts responsibly in conducting the affairs of the organization and carries out the board’s legal, financial and other responsibilities in an ethical manner.
Background
Volunteers serve on a board for many reasons, but most often because they enjoy working with others to carry out the mission of the organization. The board has legal and ethical responsibilities to maintain the public’s trust and the land trust’s credibility. Every board member must understand these responsibilities. A board member who does not properly fulfill such duties or responsibilities may incur personal liability. To fulfill their duties, board members must become knowledgeable about their duties and responsibilities and the activities of the organization. A person who is not able to assume the responsibilities of a board member should not be on the board, but could serve the land trust in some other way.
Relevant Law
- Income Tax Act, SC 1985, c. I, s. 149.1 (6.3);
see also Canada Revenue Agency policy interpretations at
- Society Act, RSBC 1996, c. 433, s. 27.
- Canada Corporations Act, RSC 1970, c. C-32.
- Society Act, RSBC 1996, c. 433.
- Canada Corporations Act, RSC 1970, c. C-32.
PRACTICE
C. Board Decision-making
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.
Background
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 roleof a director. However, a truly effective board, of course, goes far beyond meeting its basiclegal 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.
Assessment Questions
BC Assessment Questions
- How often does the board meet?
- Are the board members attending enough board meetings to advance the business of the land trust?
- Are board members accessing and reviewing the materials applicable to the meetings in advance? If no, what steps should be taken to ensure this occurs?
- Are minutes of each meeting complete and made available to the board in a timely manner?
- Are outstanding items from the minutes dealt with adequately at the following board meeting(s)?
- Is every board member volunteering on at least one committee?
- Are all board committee volunteers effectively involved in meeting the objectives of the committee?
CLTA Assessment Questions
- Are board members provided with information (such as job descriptions and/or a board manual) to help them understand their legal and fiduciary responsibilities, and fulfill their role as board members?
- Does the board meet regularly and often enough to conduct its business effectively?
- How often does the board meet?
- If less than three times per year, how does the board conduct its business?
- Does every board member attend meetings regularly, stay informed, and participate in the land trust’s business and/or its oversight?
- How many board members does the land trust have?
- What is the average number in attendance at meetings?
- Are the board meeting agenda and other materials sent in advance of the meeting?
- Are minutes kept of each board meeting?
- Does the land trust have a policy limiting the number of terms a board member may serve?
- Does the land trust have an up-to-date board policy manual?
