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
D. Preventing Minority Rule
The land trust’s governing documents contain policies and procedures (such as provisions for a quorum and adequate meeting notices) that prevent a minority of board members from acting for the organization without proper delegation of authority.
Background
A land trust needs to have controls in place to prevent rule by the minority in order to ensure that the public interest is served. Decisions made by the board should reflect the opinion of a majority of the board and the constituencies that majority represents. Safeguards to prevent minority action can also prevent the takeover of a land trust by a small group of board members who are disgruntled or who want to take the land trust in a different direction than that stated by the mission. Safeguards can include requiring quorums of greater than 50 percent, advance notice of board meetings and agenda items requiring board action, providing adequate information in advance of board meetings and parliamentary meeting procedures.
Assessment Questions
BC Assessment Questions
- Is a quorum for conducting Land Trust board and committee business specified in the policy?
- Is adequate notice given to members before holding a meeting, using a medium that meets the needs of the members?
CLTA Assessment Questions
- Are all board actions documented in the minutes of board meetings, and are these records maintained and distributed to all board members?
