Northern Rivers Land Trust Statements of Policy
1. L.T.A. STANDARDS AND PRACTICES
WHEREAS, the Northern Rivers Land Trust has reviewed Land Trust Standards and Practices published by the Land Trust Alliance in 2017 and,
WHEREAS, the Northern Rivers Land Trust agrees that Land Trust Standards and Practices are the ethical and technical guidelines for the responsible operation of a land trust,
NOW, THEREFORE, BE IT RESOLVED THAT the Board of Trustees of the Northern Rivers Land Trust hereby adopts Land Trust Standards and Practices as guidelines for the organization’s operations and commits to making continual progress toward implementation of these standards and practices.
2. BOARD OF TRUSTEES GOVERNANCE
The Board of Trustees’ mission is to represent the people of the Northern Rivers region and the NRLT’s clients and donors in determining and carrying out appropriate organizational performance. The Board’s primary role is to set policy and, if no staff is employed, to implement that policy. In so doing, the Board is ensuring the NRLT’S ultimate effectiveness, sustainability, health and integrity.
It is the ongoing responsibility of the Board to: a) monitor these policies to assess the progress towards goals and compliance with standards and guidelines; and b) to reevaluate the policies in light of changing circumstances, and in light of new opportunities for, and new challenges to, the NRLT. In carrying out these responsibilities the Board will likely engage in the following activities:
1. Evaluate organizational effectiveness and performance:
Consider, determine and evaluate the mission and philosophy;
Ensure effective organizational planning;
Select, collaborate with and evaluate NRLT officers;
Ensure a process to evaluate organizational performance.
2. Safeguard the NRLT’s legal integrity.
3. Ensure the NRLT’s fiscal health:
Consider, determine and evaluate major resource allocations;
Help develop and solicit sources of support;
Develop and monitor investment policies.
4. Serve as a link between the NRLT and the community at large through education and dialogue:
Represent the public interests to the NRLT;
Represent the NRLT to the public, especially to potential sources of financial support;
Represent the NRLT to other organizations through linkages to other Boards;
Enhance the NRLT’s public image and community and governmental relations.
5. Enhance Board performance:
Assess general Board and individual Trustee performance;
Ensure Trustees understand the NRLT’s mission through a regular process of Trustee orientation;
Ensure a regular process of Board assessment and development;
Ensure the Board’s responsiveness to the NRLT’s needs.
In addition to the above, Trustees have individual responsibilities, which include:
Acquainting themselves with the NRLT’s By-laws and Statement of Policies.
Attending Board meetings.
Serving on Board committees and subcommittees.
Identifying potential new members, and assisting in cultivating and training new Trustees.
Making a personal contribution.
3. CODE OF ETHICS
We, as Trustees of the Northern Rivers Land Trust, dedicate ourselves to the protection of land that furthers the mission of the NRLT. As representatives of the NRLT, we have an obligation to help maintain the credibility of the land conservation community by ensuring that our actions will enhance the reputation of land conservation. We acknowledge the trust placed in the NRLT by our donors, landowners, partners, and the public, and our actions will always uphold that trust.
We pledge to conduct organizational and land protection activities under the highest professional standards and in accordance with Land Trust Standards and Practices. Furthermore, we pledge to be especially diligent in ensuring that our actions serve the public interest, respect all laws, demonstrate integrity, and consider the long-term responsibility to the lands we protect.
4. CONFLICT OF INTEREST
Preamble:
The NRLT’s effectiveness is especially dependent upon its credibility. It is also essential to maintain our historic organizational values, which include objectivity and fairness. At the same time, it is possible that individual Board or Advisory Committee members, as landowners or developers, may be potential participants in land transactions and advocacy issues in which the NRLT is involved.
Definition:
A conflict of interest exists whenever a Trustee or Advisory Committee member or related party (including a spouse, domestic partner, business associate, siblings, parents or child, substantial contributors, or persons who have the ability to influence decisions of the Board or access to information not available to the general public) has a material financial interest in a transaction or project under consideration by the NRLT Board of Trustees.
Obligations of Trustees and Advisory Committee members:
Each member of the Board and Advisory Committee has the following responsibilities and obligations:
To disclose in writing to the Board Chair and/or the Executive Committee the existence of any real or apparent conflict of interest.
To abstain from discussing with individual Trustees or staff any issue involved in a conflict of interest, unless requested by the Board or a committee thereof, to give information on the issue.
To absent himself or herself from Board or committee discussion on any such project or transactions involving a conflict of interest, unless requested by the Board or committee to give information on the issue.
To abstain from voting on any such issue.
If so requested by the Board, to resign from the Board or Advisory Committee due to the nature and magnitude of the conflict of interest.
Board’s Obligations:
If a NRLT transaction or project involves a conflict of interest, whether real or apparent, by a member of the Board or Advisory Committee, the Board shall do the following:
1. Take a position on such project or approve such transaction only if the Board makes specific findings that
(A) the project or transaction is (i) fair and benefits the NRLT and its objectives; and (ii) is approved with full knowledge of the economic benefit to any person involved in the conflict of interest; and
(B) the any affected Trustee or Advisory Committee member has not participated in the vote approving the transaction or project and was in fact absent both during the discussion of the transaction or project, and at the time the board voted thereon.
2. If the Board determines that the nature and magnitude of the conflict of interest warrants that the affected Trustee or Advisory Committee member resign from the Board or Advisory Committee, the Board shall request the same.
5. NONDISCRIMINATION
It is the policy of the Northern Rivers Land Trust not to discriminate on the basis of race, national origin, religion, age, sex, sexual orientation, or disability in regard to the recruitment, hiring or retention of otherwise qualified employees, service on the Board of Trustees or Advisory Committee or as an officer, or any other aspect of the NRLT’s operations.
6. CRITERIA FOR LAND PROTECTION/PROJECT SELECTION
It is the Northern Rivers Land Trust’s intention to collaborate with community conservation efforts in the region it serves. In selecting conservation projects, it is the NRLT’s policy to allow Trustees discretion in evaluating each proposed project based on the following criteria, listed in no order of priority:
1. Consistency with the NRLT’s mission and objectives as stated in its by-laws;
2. Public benefit according to the following four categories listed by the Internal Revenue Service:
a. Outdoor recreational or educational use by the general public; b. Protection of a relatively natural habitat for fish, wildlife, or plants, or similar ecosystem;
c. The preservation of an historically important land area or certified historic structure;
d. Open space (including farmland and forest land) that is either preserved for the scenic enjoyment of the general public or protected pursuant to clearly delineated federal, state, or local governmental conservation policy and that will yield a significant public benefit
3. Federal and state requirements;
4. The probability that costs of the project can be covered by special fund-raising and/or the NRLT’s unrestricted reserves, without unduly depleting the latter;
5. The NRLT’s ability, as far as it can be forecast, to conduct perpetual stewardship of the project.
6. The following priorities specific to the NRLT area:
a. Farms in current operation, or productive farmland capable of supporting future agricultural operations
b. Land abutting and/or linking existing nature preserves or already conserved lands
c. Other land containing open spaces for scenic enjoyment by the public, i.e. offering significant views either towards the property itself or from the property to other sites (applies particularly to hilltops and ridge lines)
d. Traditional community assets
e. Ecologically unique areas not otherwise protected
f. Woodland
g. Lands under development pressure
h. Lands with sustainable economic benefit to the community
i. Lands linking properties in order to preserve wildlife linkages/connective habitat
j. Level of support from the host community and neighboring landowners
k. Riparian areas, shoreline and watershed lands
7. PROJECT PLANNING
In planning conservation projects, it is the Northern Rivers Land Trust’s policy to take the following steps:
Identify the property boundaries
Identify important public benefits from the project
Evaluate any threats to the public benefits
Identify how the project meets the NRLT’s mission and its land protection /project selection criteria
Clarify landowner and NRLT goals for the project
Select the appropriate conservation strategy for the property
Evaluate the NRLT’s capacity to undertake the project and fulfill long-term stewardship responsibilities.
Determine how the financial costs of the project will be shared by all parties
The following procedure is to be followed in presenting an easement project to the Board: a Board member presents an outline of the project to the Lands Committee. The Lands Committee decides whether the project warrants investigation. If its decision is positive, in consultation with the landowner the Lands Committee conducts a site visit, on which it may invite Board members not on the Lands Committee. Following this visit, the Lands Committee presents a report on the project to the Board.
8. STEWARDSHIP/MONITORING
The Northern River Land Trust accepts its responsibility to uphold and protect its conservation easements in perpetuity. Regular stewardship of existing easements is a permanent task regardless of whether new easements are in course. The NRLT’s by-laws entrust this mission in the first instance to the NRLT Monitoring Committee.
For each new easement the NRLT will prepare a completed Baseline Documentation Report (BDR) that includes, at a minimum, the following items:
The date of completion.
Documentation (such as maps, photographs, and written summaries) of the conservation values protected by the conservation easement.
Documentaion (such as maps, photographs, and written summaries) of existing conditions that relate to the easement’s restrictions and reserved rights. This includes the location and condition of any manmade improvements, data that would influence the exercise of reserved rights, pre-existing conditions that are otherwise prohibited by the easement and/or other features that may threaten the conservation values.
A combination of dated signatures and/or acknowledgments that would make the material admissible as a business record in court, such as dated signatures of parties and/or dated acknowledgments and qualifications of the preparer.
Three copies of the BDR will be prepared, one for the NRLT’s permanent records, one for the land owner and one as a working document for the Monitoring Committee.
As a rule, the BDR will be prepared sufficiently in advance of closing on an easement agreement so that it can be signed and notarized by a NRLT officer and the property owner(s) simultaneously with closing. The only exceptions to this requirement are existence of poor seasonal conditions for documenting the conservation values of a property, or other extraordinary circumstances which delay completion of the BDR despite the NRLT’s best efforts to comply with this rule. In such cases an interim BDR shall be prepared and executed at closing. The interim BDR shall include all data available by the date of closing and shall specify a completion date for the final BDR.
Subsequent annual monitoring visits (see below) will refer to the BDR in establishing whether the terms and conditions of the agreement have been observed, and an easement inspection form shall be completed for each monitoring event, with two copies retained: one for the Monitoring Committee’s working file, and one for NRLT’s permanent records.
Monitoring Checklist
It is the Northern Rivers Land Trust’s policy to monitor its conservation easements annually by visiting the land, preferably in the company of landowners, who will be contacted in advance of each visit and invited to accompany the monitoring team. Volunteer stewardship monitors may assist in the monitoring process. The following checklist of issues will be reviewed by each team with respect to the properties it visits:
1. If the landowner is second generation or later, is he/she familiar with the easement? (Subsequent landowners may lack a good understating of the easement before they purchase and may miss minor details, depending on their or their attorneys’ review.)
2. Does the landowner wish to offer comments vis-à-vis the easement or perceive any problems or needs regarding it?
3. How (if at all) is the land being used agriculturally, with what results? Is it in Current Use? Are any new agricultural activities or structures planned?
4. Are any commercial activities underway—home industry or fee-based uses?
5. At the present time most forest management plans (FMPs) expire after ten years. Updates are required at expiration, including amendments desired by the landowner. The NRLT must issue a new approval for the updated/amended FMP.
6. Has the landowner adhered to his/her FMP, or has the volume or pattern of cutting exceeded that foreseen in the FMP?
7. Is the landowner, through haying or brush hogging, maintaining spaces that were open at the time of closing? If not, what if any action should the NRLT take to maintain the spaces? While a landowner is not required to mow or brush hog open land, it could become costly for the NRLT to hire out this service. A landowner may be able to enroll in programs such as the USDA funded wildlife habitat incentives program (WHIP), which provides money to brush hog, plant trees, etc.)
8. What plans for the future does the landowner have, including possible sale of the land, estate planning, utility rights-of-way, development of housing, or recreation?
9. Does the Baseline Documentation Report (BDR) need to be updated to take into account new or changed surveys, other maps, structures, access roads, forest cover, etc.? (It is the experience of other Vermont land trusts that some later surveys do not match the metes and bounds description of the easement or area excluded for a homestead. This may require an amendment or notice of conformance establishing that all parties agree to the survey lines.)
10. Does the easement agreement require NRLT approval for a landowner’s act, subject to certain conditions? (Any such provision should be reviewed on the occasion of the annual monitoring visit. If a conditional approval expires upon an event such as change of ownership, this should be noted in the NRLT’s records).
11. Does the monitoring team find any violations of the easement agreement? (Any violations should be tabulated and referred to the NRLT Board.)
12. Is the landowner familiar with the NRLT’s annual newsletter, does he/she find it of interest, and what if any additional public information would he/she like to see the NRLT produce?
Longer-term Issues
1. Twenty years after closing of each easement, the existing BDR should be evaluated systematically to see if intervening changes call for an entirely new document. In any case, a new BDR should be prepared for each property after no more than 40 years from closing, with notarized signatures by the current owner and NRLT representative. The new BDR should accompany previous BDRs in the NRLT records.
2. Every conservation easement should be re-recorded in the Town Land Records forty years following the date of the original easement or the last recorded amendment.
3. If after a period of years the NRLT changes significantly the template on which it bases its conservation easements, it must consider whether existing easements should be amended/upgraded to incorporate new provisions.
9. STEWARDSHIP FEE AND FUND
A minimum of $6500 will be added at the date of closing to the Stewardship Fund (SEF) for each property conserved by NRLT. Additions to the minimum may be recommended if the Board finds that circumstances of an easement will add to the monitoring cost of the property in the future. As provided in the NRLT’s by-laws, the SEF can only be used for purposes of monitoring and enforcing the NRLT’s conservation easements. There should be at least enough money in NRLT’s checking or other unrestricted accounts to cover legal, filing and stewardship fees before NRLT closes on an easement.
1. Donated Easements
NRLT requests that donors contribute the calculated stewardship fee. However, the land trust recognizes that an easement donation has significant value, and the accompanying costs for survey, appraisal, and legal advice represent an additional expense related to the donation. Therefore, the Trustees may decide to raise all or part of the stewardship fee for donated easements from various sources, such as contributions, grants, or transfer from operating funds. Those donors who wish to make the additional donation of a stewardship fee are invited to do so, understanding that they have charged NRLT with an obligation to preserve their land in perpetuity.
2. Purchased Easements
In the case of purchased easements, the seller, as a rule, will be responsible for contributing the full stewardship fee, as the NRLT is prohibited from paying more than fair market value for an easement.
3. Bargain Sales
In the case of acquiring an easement below fair market value, the responsibility for the stewardship fee will be made explicit as part of the negotiation. The Trustees may assume the responsibility, or the seller may assume the responsibility. Regardless of responsibility, a minimum of $3,000 will be added to the Stewardship fund as part of the acquisition.
10. TITLE INSURANCE
The NRLT will obtain title insurance for all new conservation easements.
11. RESERVED AND PERMITTED RIGHTS AND APPROVALS
NRLT easements may specifically incorporate rights which are reserved or permitted to the landowner. For these rights, the easement will specify whether simple notification of NRLT is required, or whether the landowner must obtain prior approval before undertaking the activity. (Timber harvests consistent with an approved management plan, for instance, may require simple notification, while construction of a farm building may require prior approval.)
For permitted rights that require prior notification, the landowner will submit a written notice to the NRLT Stewardship Committee at least one month prior to taking action. The Stewardship Committee will review the notice and file it with the permanent records for that easement.
For reserved rights that require prior approval, the landowner will submit a written request to the NRLT Stewardship Committee at least two months prior to the proposed action. The request should include any pertinent details (e.g. size and design of buildings, need for the action and how it supports easement purposes). Within one month of receiving such a request, the Stewardship Committee will approve or deny the request based on a review of easement purposes. Decisions may be appealed to the full board. The Stewardship Committee will monitor approved activities to ensure that any conditions are met. Records of all requests and Board decisions will be filed with the permanent records of that easement.
12. EASEMENT AMENDMENT
While recognizing that easements are designed to last in perpetuity, the Northern Rivers Land Trust accepts that it may occasionally be desirable to amend a standing easement agreement in order to take into account changed legislation or changing environmental conditions, or to make the easement acceptable to a successor organization. In any case where the NRLT considers amending an easement agreement, the following principles shall be observed:
1. Any amendment must be consistent with the NRLT’s objectives as stated in its by-laws;
2. Any amendment must result in either a positive or not less than neutral outcome with respect to land conservation;
3. No amendment may lead to private inurement or private benefit inconsistent with the NRLT’s objectives, and any amendment must be consistent with the NRLT’s conflict of interest policy;
4. Landowners must submit a written request to the NRLT for an amendment to their easement. That request shall be reviewed by the trust’s attorney and Board Chair, and approved by 2/3 of the full Board of Trustees. If approved by the 10 Board, a meeting with the landowner will be scheduled, and a written agreement signed by all parties will be filed with the original BDR.
5. If the landowner requests an amendment, and the NRLT finds it acceptable, the landowner should pay any associated cost. If the NRLT takes the initiative, it shall bear the cost. If the amendment is in the interest of both parties, they should share the cost.
13. VIOLATIONS OF EASEMENT RESTRICTIONS
If a violation of an NRLT easement is discovered or suspected, the Chairs of the Board and the Stewardship Committee together shall contact the landowner to arrange a visit to the property, and document any possible violation. If a violation is indeed found, a follow-up letter shall be drafted, inviting the landowner to meet with the Chairs and the NRLT’s attorney. Every effort will be made to achieve voluntary correction by the landowner. If the violation is minor or it is unclear whether a violation has occurred, the NRLT may consider a discretionary approval or simple amendment, provided that the amendment results in a net conservation gain. Litigation will be pursued only if it is probable that the NRLT will win the case.
14. FINANCIAL AND ASSET MANAGEMENT
A. Annual Budgets
The NRLT treasurer shall prepare a budget for each fiscal year and submit it to the Board at the last regularly scheduled meeting of the current fiscal year. The budget shall be consistent with Board policy and will be based upon programs planned for the budget year. Budgeted revenue will be greater than or equal to expenses unless the Board votes to deliberately draw on reserves.
B. Financial Reports and Financial Records
The treasurer shall send electronic financial reports on a monthly basis preceding each Board meeting to the Financial Management and Oversight Committee. Quarterly reports will be submitted to the full Board at the Board meetings following each quarter.
The financial reports shall include an income and expenses report comparing actual to budget on a year-to-date basis, and a statement of financial position showing assets and liabilities (coded by which ones are restricted). The fiscal year financial statements shall include a written financial review and a comparison of actual results to budget.
Accurate financial records will be maintained on a cash basis and in a format acceptable to a Board-approved financial advisor. (A Board or Advisory Committee member with an accounting background may be used.)
C. Financial Review
The annual financial report, with supporting documents, shall be submitted for review and approval to a member of the NRLT Board or Advisory Committee with financial skills other than the Treasurer and Chair, or, if the Board so decides, to a Certified Public Accountant. The reviewer’s or accountant’s written report shall be submitted to the Board early in the next fiscal year. 11
D. Internal Controls
The NRLT will maintain one checking account for its own use. In consultation with the Financial Management and Oversight Committee, the Treasurer shall determine an appropriate balance to be maintained in the NRLT checking account, and remaining funds will be invested.
All expenditures of $200 or more must be approved by a member of the Board (a) other than the treasurer or the check signer and (b) other than the person incurring the expense. Approvals may be by email (with a permanent printed record) or by signatures on the invoice. Invoices relating to expenditures of $5,000 or more require Board approval prior to payment.
The Board will appoint a trustee to access quarterly the NRLT’s on-line bank statements, verify checks issued by the treasurer or chair, and reconcile reported account balances with bank records.
E. Investment and Management of Financial Assets
The Northern Rivers Land Trust shall maintain at least three funds: (1) a Stewardship Fund (SF) that is available only to monitor and ensure compliance with the NRLT’s conservation easements; (2) a General Fund into which unrestricted receipts are deposited, and out of which operating costs and other non-stewardship expenses are paid; and (3) an Operating Endowment Fund.
Investment earnings from the SF may be withdrawn to cover monitoring expenses for easements held by NRLT. With the approval of 2/3 of the full Board of Trustees, principal from the SF may be used to meet extraordinary expenses associated with upholding or defending an easement or other interest in land held by NRLT, or in the event of dissolution of NRLT to provide for future stewardship by another organization. Funds may be transferred from the SF to the operating fund for this purpose. Following a drawdown in the stewardship fund to meet extraordinary expenses, the Board will replenish the fund as rapidly as practicable to maintain an adequate SF.
Apart from those amounts held for short-term cash needs, or amounts too small to be invested for income, or funds in the process of being reinvested, both funds shall be invested in FDIC insured Certificates of Deposit or U.S. Government obligations. If approved by the Board, funds may be invested in higher yields. The Treasurer or other officer charged from time to time with managing the funds shall aim towards a maturity structure that will ensure availability of funds as needed, avoiding undue risk of concentration and the risk of penalty from premature conversion of investments to cash.
F. Donations
All donations shall be acknowledged by U.S.P.S. mail. The acknowledgement shall contain a statement affirming that the donor has received no goods or services in exchange for his/her donation. Access to amounts donated shall be limited to: Chair of the Board, Treasurer(s), Chair of Fundraising Committee, Chair of Membership Committee, or whomever the Chair grants permission to. Access to donor names will be available to all Board members.
G. Earmarked or Restricted Contributions
Upon approval of the Board, temporarily restricted funds may be accepted when supportive of NRLT purposes. Upon approval of the Board, additional permanently restricted endowments may be established, with earnings to support general operations or other dedicated purposes.
2/3 approval of the full Board shall be required to invade principal of permanently restricted endowments.
H. Risk Management and Insurance
The Board will review the NRLT’s need for insurance coverage annually.
I. Compliance with State and Federal Non-Profit Corporate Reporting Requirements
The Treasurer will ensure that all required federal and state tax forms, including the annual IRS form 990, if applicable, are filed in a timely manner, ensuring that the Corporation retains its IRS 501 (c)(3) charitable status.
J. Applications to Funders
Submission of applications to foundations and other funding agencies must be approved by the Executive Committee.
15. RECORDS
It is the policy of the NRLT to store all records, such as those listed below, in a locked, fireproof location as soon as they become available. It is the NRLT’s intention to also convert those records into electronic form, likewise secured from theft and destruction. Any member of the Executive Committee is authorized to access the locked records location.
Agendas and Minutes of Board meetings
Minutes of committee meetings
Quarterly financial statements and other financial records
Original Baseline Documentation Reports on all easements
Copies of appraisal reports on easements acquired through purchase or bargain sale
Original Purchase and Sale Agreements executed with respect to all easements
Copies of Grants of Development Rights and Conservation Restrictions with respect to all easements, and of amendments thereto
Maps of properties on which the NRLT holds easements
An updated copy of the NRLT by-laws and of all current policy statements
Annual Newsletters
Original agreements with the Vermont Land Trust and other organizations
Annual easement inspection reports
16. CHANGES TO POLICY
Changes in policy require a 2/3 approval of the full Board of Trustees.
17. TRANSFER OF ASSETS
Upon considering it in NRLT’s interest, the Board may, by a 2/3 vote of approval by the full Board, transfer any of its assets, whether a conservation easement or title to land, and associated monitoring funds, to another qualified conservation organization.
18. CONDEMNATION AND EXTINGUISHMENT
In all cases of condemnation of property which NRLT holds in fee or on which it holds an easement, the Board will seek the advice of the Trust’s attorney. Compliance with the condemnation requires a 2/3 majority vote by the full Board. The Board should ensure that NRLT is fairly compensated by the condemning authority.
Extinguishment shall not result in private inurement or impermissible private benefit. NRLT shall strive to prevent a net loss of important conservation values and impairment of public confidence in the Trust.
19. LAND CONSERVATION PROJECTS OUTSIDE OF THE DESIGNATED REGION
While the NRLT will focus its land conservation and education efforts on the towns within its defined region, NRLT may enter into an agreement with a landowner to accept a conservation easement outside the region if all of the following three conditions are met:
the subject land is in a town that is immediately adjacent to one or more of the towns in the region;
there is no other local land trust available to accept donated easements; and
NRLT operating funds should not be used for the stewardship fee.
20. TRUSTEE JOB RESPONSIBILITIES
In general, the responsibilities of the Northern Rivers Land Trust board are as follows:
A. To set policies and a clear mission for the NRLT that serves the public interest.
B. To provide oversight of the longe range strategic direction of the NRLT and routinely evaluate programs, goals and activities to be sure they are consistent with the NRLT mission.
C. To ensure that the core values and purposes of the NRLT are reflected in its operational process.
D. To provide ongoing support and guidance to the Board chair and Committee chairs.
E. In the abscence of staff, to carry out the necessary operating functions of the organization including assessment of possible land conservation projects and approval as appropriate, development of strategic relationships with other organizations, and annual stewardship inspections and reporting.
F. To participate in development (fund raising, grant writing, etc.)
G. To assure that the fiduciary obligations of the organization are met and that the finances and assets of the NRLT are managed in a responsible, ethical and accountable manner.
H. To ensure fulfillment of the legal requirements as a non-profit, tax-exempt organization.
I. To enhance the organization’s public image, and
J. To help the board find new trustees, especially when a trustee is retiring.
To be a Trustee, an individual must be a member and be current with annual dues. Specifically, a trustee is expected to:
Take the initiative to become fully acquainted with Northern Rivers Land Trust, know its history, mission, goals, projects, by-laws, general policies, personnel policies, finances, and relationship to other stakeholders – non-profit organizations, funders, legislature and other political entities. Know the NRLT and its external environment well enough to assess the impacts of Board decisions on the NRLT’s overall well being.
Attend and meaningfully participate in board meetings. Attendance (in person or by phone) is expected at minimum of 75% of the scheduled board meetings each year.
Take an active role in committee work and be prepared to accept positions of responsibility (committee chairs, officers, etc.) as the organization grows.
Work with the Board chair and staff, if any, as partners to carry out Northern Rivers Land Trust’s mission, without interfering in the day-to-day operations.
Make Northern Rivers Land Trust a priority in your annual giving.
Actively engage in meeting the financial goals of Northern Rivers Land Trust by participating in major gifts solicitation, grant writing, and/or other fund raising efforts. It is understood that board members will have a variety of constraints that prohibit them from engaging in all fund raising efforts. However, it is expected that each member will find a way to participate.
Help maintain the health and viability of the Board of Trustees including recruiting new board and committee members.
Provide visible public support for the NRLT and its mission.
21. CRITERIA FOR TRUSTEE SELECTION
Goal: Assemble a Board of Trustees with:
Age, income, and gender balance
Broad sphere of influence in the land conservation area
Capability to competently manage the ongoing responsibilities of receiving, holding, and defending a growing number of perpetual land conservation easements.
Four specific needs: Board members who will:
be ambassadors for the organization and help expand membership
take on a share of the ongoing organizational responsibilities
help to identify potential new board members
make Northern Rivers Land Trust a priority for their annual giving and identify and make introductions to other individuals with the capacity and interest to support the organization.
When looking for board members, select individuals with all of the basic criteria below with at least one of the professional experience criteria and one of the sector background criteria:
Basic criteria
a. Commitment to and passion for Northern Rivers Land Trusts’ values , objectives, and activities (ref. NRLT By-Laws, Article I, Sections II and III)
b. Sufficient time, energy, and loyalty to serve with full engagement
c. History of effectiveness
d. Good judgment and interpersonal and communication skills
e. Significant sphere of influence
f. Temperamentally compatible with the board and strong team player
g. High standard of ethics
h. Proven leadership, facilitation, and collaboration skills
Professional experience
i. Fundraising/ investment
j. Organizational management
k. Law (tax, real estate, non-profit)
l. Land conservation, stewardship
m. Bookkeeping/finance
n. Communications/ public relations
o. Science (biology, forestry, ecology)
Sector background
p. Business/private sector
q. Former government (elected or appointed)
r. Non-profit, especially land conservation organization
s. Education
22. POLICY ON ADVISORS
As an all-volunteer organization, the Northern Rivers Land Trust acknowledges the need for individuals with specific skills necessary to broaden the knowledge base of the organization and at times, to provide additional assistance for specific activities. These individuals would be appointed by and would serve as official advisors to the Board of Trustees.
Advisors should complement or supplement the knowledge and skills of the Board of Trustees.
Advisors should possess expertise in one of the following areas: ecology, natural history, forestry, GIS/mapping, real estate, finance, website/social media, fund raising, legal, government relations, NGO relations, surveying, accounting, public engagement, easement monitoring.
Advisors are welcome to attend any meeting of the Board of Trustees and may participate in all discussions, but may not vote on any issue.
Advisors will be provided with a copy of all Board meeting agendas, NRLT policies, newsletters and solicitations.
Advisors are encouraged, but not required, to participate in NRLT events, and may participate contractually, when appropriate and when approved by the Board.
The Board shall review the status of its advisors every three years to evaluate whether the Board and the advisor wish to continue the relationship.
The Board may ask advisors to document the value of their in-kind contributions, particularly when such information is valuable when applying for grants.
23. POLICIES FOR PLANNED GIVING OPPORTUNITIES
The Northern Rivers Land Trust (NRLT) seeks financial support for land conservation activities at the headwaters of the Winooski, Lamoille and Black Rivers. The following policies govern planned giving opportunities to protect the working lands, wildlife, and waterways in and adjacent to its seven-town region: Albany, Craftsbury, Greensboro, Hardwick, Walden, Wolcott and Woodbury.
The Northern Rivers Land Trust acknowledges the permission of the Vermont Community Foundation to use its gift acceptance policies as a framework for the following policies.
General Considerations
Bequests to NRLT will be coordinated by a designated trustee determined by the NRLT Board of Trustees.
Donors are advised to work with an advisor(s) to obtain independent, professional advice to assist their planning. The NRLT can support donors with planning but cannot provide tax or legal advice.
Donors who make a bequest will becomes members of the NRLT Headwaters Circle.
NRLT will establish an individual fund for each gift from which any financial transactions related to the gift will be administered.
Generally, donors will pay costs associated with the acceptance of a gift, such as attorney's fees, accounting fees, and appraisal and escrow fees. The costs of administering gifts are generally paid out of the assets of the individual fund. Custodial, investment, and administrative fees are paid from the respective funds in accordance with NRLT's guidelines.
General Guidelines for Types of Gift Assets
CASH
NRLT accepts cash gifts in any amount to any existing restricted or unrestricted fund. Cash gifts may also establish a new fund. There are no minimum amounts for cash gifts at this time. Cash gifts may be made through United States currency, checks made payable to NRLT, credit cards, or wire transfer to NRLT's account.PUBLICLY TRADED SECURITIES
Publicly traded stocks and bonds may be electronically transferred, re-registered in the name of NRLT, or conveyed through use of a stock power form. NRLT also will accept shares in mutual funds. Generally, all securities are sold upon receipt by a qualified broker. Stock controlled under Securities and Exchange Commission Rule 144 will be held until the restriction on the sale expires and then will be sold.
Securities not to be accepted generally include those which are assessable or which in any way may create a liability for NRLT; those which by their nature may not be assigned (such as savings bonds); or those which have no apparent value.PRE-IPO-STOCK
NRLT may accept gifts of company stock prior to its initial public offering, provided that such company and NRLT agree in writing on an exit strategy if the company is unsuccessful in going public.REAL ESTATE
Unencumbered, properly vetted real property will be accepted at fair market value as established by at least one qualified appraisal provided by the donor within the IRS specified time period. Currently that time period is no sooner than 60 days prior to the gift and no later than the date the donor's income tax return, on which the deduction is claimed, is required to be filed. Evidence of clear title to the property must be provided by the donor.
Real property that is encumbered will be accepted if the donor remains responsible for the encumbrance. Prior to acceptance of a gift of real property, NRLT and the donor must agree in writing on arrangements for paying expenses associated with the property, including taxes and assessments, insurance coverage, and maintenance costs.
NRLT may require an inspection through an environmental audit prior to accepting the gift in order to avoid potential liability for environmental cleanup and toxic and hazardous materials issues related to real estate.
NRLT's general policy is to sell real estate as soon as possible using a qualified broker.
In addition to the considerations listed above, commercial properties and businesses will be examined for the potential for NRLT’s exposure to unrelated business taxable income.LIFE INCOME GIFTS OF REAL ESTATE WITH A RETAINED LIFE ESTATE
A charitable deduction from income taxes is available to donors who make a gift of real estate with a retained life estate in a personal residence or farm, including a vacation home. The charitable deduction is available when the property is transferred to NRLT, subject to the donor's life estate. NRLT's guidelines for outright gifts of real estate apply in this situation, plus the following policies:
Gifts of real estate with a retained life estate should have a value of at least $100,000. NRLT expects the donor to continue to maintain the property, pay the real estate taxes, and pay any fees such as association fees or assessments, insurance, utilities, and repairs. Capital improvements will be at the donor's expense.
Donors must sign a Memorandum of Understanding at the time of the gift which describes in detail the respective responsibilities of NRLT and the donor.
Additional Considerations for Real Estate Gift Acceptance Procedures
The donor should not place restrictions on when a property sale can take place.
If NRLT receives a partial interest only, it should be a partial interest in the entire property, and there should be no more than two other parties who hold an interest in the property.
In general, if the gift is offered as part of a bargain sale, the gift portion should be greater than $50,000 (net of expenses). NRLT prefers that the purchase price always be less than 50% of the total fair market value.
Gifts initially offered after November 1 of any year may or may not be accepted in that calendar year. Donors need to be aware of the time constraints for such gifts when they are proposed.
Gifts of interest in improved property, either outright or to charitable trusts, should be valued at a minimum of $100,000. In the absence of a qualified appraisal, NRLT may establish the value of the property through independent sources.
Any gift of an interest in unimproved property should be valued at $50,000 or less, if approved by unanimous vote of the board.
Transfer of real estate to NRLT will be accomplished through an attorney or an escrow company, according to standard local practice. Transfer tax and recording fees will be paid by NRLT.
Donors will be expected to provide a title insurance policy at their expense which guarantees clear title to the property.
Donors will be advised about their need for a professional appraisal at their expense in order to claim an income tax deduction. NRLT would expect a copy of this appraisal for proper recording and for purposes of the future sale of the property.
A gift of real property will not be considered complete until all legal documents necessary to transfer title to NRLT have been recorded.
In order to avoid potential liability for environmental cleanup and toxic and hazardous materials issues related to real estate, NRLT may require an inspection through an environmental audit at the donor’s expense, prior to accepting the gift.
A gift of real property may be made during an individual’s life or through his or her will. NRLT prefers gifts of mortgage-free real estate that is not subject to any other liens or encumbrances.
Neither gains nor losses realized by NRLT’s sale of real estate will affect the value of the donor’s charitable deduction. However, realized gains or losses, as well as expenses incurred by NRLT in the disposition or maintenance of the asset until sale (including real estate fees, utilities, taxes, insurance, etc.) will be added to or deducted from the amount available for any specific fund or purpose designated by the donor.
In general, NRLT prefers to select its own real estate agent to handle the sale of gift properties. However, NRLT will take into consideration the donor’s wishes in such selection.
NRLT charges a special fee for disposing of gifts of real estate equal to 1% of the sale price.
Ongoing Costs of Real Estate Gifts
In addition to the policies and procedures already established in the gift acceptance policies, which typically address property donations, these policies address the ongoing costs to maintain and sell a property.
The individual fund for a property will pay all costs associated with the maintenance and sale of the property until it is sold as follows:
1. All costs will be paid out of the individual fund. Examples include legal costs, realtor fees, condominium dues, maintenance costs, utilities, etc.
2. Costs incurred by the donor to transfer the property to NRLT are not reimbursable by NRLT. This includes realtor fees, legal expenses, or any other costs associated with the donation.
3. Once the property is sold, sale proceeds will be returned to the individual fund. Distribution to other NRLT accounts will be per unanimous vote of the board.
MEMORANDUM OF UNDERSTANDING FOR GIFTS OF REAL ESTATE
This agreement is made on the day of 20__, between
(Donor)_____________________ residing at __________________________
NRLT, a not-for-profit charitable corporation having its principal office at:
The parties hereto desire to enter into an agreement establishing certain responsibilities and rights of each with respect to the Donor's gift of real property described as follows:
Accordingly, in consideration of these mutual promises, it is hereby agreed by and between the parties as follows:
Donor agrees to provide NRLT with a properly executed deed to the property.
Donor confirms that there are no restrictions which would hinder NRLT from selling the property in a timely fashion. NRLT will determine the sale price of the property, the terms of the sale, and how the property is marketed for sale. NRLT may enact a conservation easement on the property and may develop a forest plan for it with a qualified forester.
Should any problems with title of marketability arise, donor agrees to undertake and pay the cost of normal maintenance, taxes, fuel, and required utilities until such problem can be corrected.
After inspection by NRLT, donor agrees to assume the costs of an enviromental review if in its sole discretion NRLT determines that such a review of the property is necessary.
NRLT agrees that the value of the premises and any proceeds of disposition thereof shall be carried on the books of NRLT as an addition to The _________Fund and applied to the purposes thereof.
Donor agrees that it is his/her responsibility to secure a qualified appraisal of the properly with which he/she can substantiate his/her charitable deduction. Donor agrees to provide a copy of this appraisal to NRLT. NRLT may use this value for its gift records or may secure its own appraisal of the property.
Costs of a property sale will be charged against sale proceeds. NRLT charges 1% of the sale price as a fee for its role in the disposition of the property.
If the property is income-producing, donor agrees to furnish NRLT with copies of all cases, all monies (including interest) being held as damage deposits, and all invoices which have not yet been paid.
If there is a mortgage on the property, donor agrees to either pay the mortgage in full or remain responsible for the terms of the mortgage until it is satisfied.
This agreement may only be amended by an instrument in writing executed by both parties, and it shall be binding upon and inure to the benefit of the parties hereto and their respective successors, distributes, heirs, legal representatives, and assigns.
IN WITNESS WHEREOF, the parties have duly executed this instrument at:
State of Vermont, as of the date appearing in its heading.