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
E. Delegation of Decision-Making Authority
The board may delegate some but not all of its decision-making and management functions to committees, provided that committees have clearly defined roles, the board establishes policies defining the limits to committee authority and the method and frequency for reporting back, the board periodically evaluates the effectiveness of these policies and the board establishes an appropriate time period for each committee. Regardless, the board will remain responsible for all decisions taken pursuant to the delegated authority. If the land trust has staff, the board defines the job of, oversees and periodically evaluates the executive director (or chief staff person). (See 3F and 7E.)
Background
The land trust board is responsible for setting the policies of the land trust and ensuring that the organization is properly managed. This does not mean that all board members have to do all the work themselves. Most incorporating legislation provides a board to set policy and then delegate implementation authority to officers, committees, staff, or other professionals. When delegating, it should be clear what authority is being delegated, to whom and what reporting procedures back to the board and/or staff are expected. It is the board’s responsibility to determine the job description of any executive director or chief staff officer and to hire and evaluate the person in this position. The board should not direct other staff (see 7E).
Assessment Questions
BC Assessment Questions
- Is there a clear policy for delegating decision making and/or management authority to committees?
- Are the role and composition of each committee, and the relationship to the board in terms of reporting and representation, clearly defined?
- Are the board members and committee members made aware that the board maintains responsibility for all decisions taken on its behalf by a committee?
- Are committees working effectively? If not, describe steps that will be taken to improve their effectiveness.
- Does the land trust have a clear job description and organizational structure for the executive director (or manager)?
- Is the executive director’s performance and job description periodically reviewed by the board or a committee?
CLTA Assessment Questions
- Does the board make decisions through a process that everyone understands and agrees to?
- Does the land trust use a functional committee structure?
- Has the board created policies that delegate certain functions to an executive committee or staff?
