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WHAT MATTERS:
A GUIDE FOR
LAND TRUST
BOARD MEMBERS
by Henrie a Jordan
BOUT THE AUTHOR
Henrietta Jordan is a consultant to land trusts who has worked for nonprofit organizations for
more than 30 years. She specializes in conducting organizational assessments and in helping land
trusts implement Land Trust Standards and Practices and apply for national accreditation. She
also assists land trusts with strategic planning, board training and development, and developing
strategic conservation plans. While working for the Land Trust Alliance from 2003-2009, she
conducted capacity-building and policy programs for land trusts and managed the application
review process for the Land Trust Accreditation Commission. She is a former member of the
Vermont House of Representatives, where she learned about land trusts while serving on the
Committee on Natural Resources.
Henri was born and now lives full-time in New York’s Adirondack Mountains where state-
owned lands are preserved as “forever wild” under the State Constitution. The landscape of her
town looks much the same as it did in her great-grandfather’s day, thanks to “forever wild” and
landowners who have protected their lands by working with local land trusts.
This edition of Protecting What Matters is distributed by the author, Henrietta Jordan, and in its
present form, is not an official publication of The Land Trust Alliance or any other organization
with whom the author is affiliated. Reader comments are welcome and should be directed via
email to hbjordan@trailmarker.org or communicated directly to Henri Jordan at 518-576-2079.
Please do not copy this publication without permission.
PROTECTING WHAT MATTERS:
A GUIDE FOR LAND TRUST BOARD MEMBERS
Welcome to the land trust community! In agreeing to serve on the board of your land
trust, you are joining a nationwide network of volunteers who are passionate about saving land.
Nonprofit land trusts are as varied as the communities and purposes they serve: some are
organized to protect treasured community landscapes in a single town or county; others focus on
immense areas of wilderness or ecologically diverse lands across the country. Some land trusts
protect working lands like farms, ranches, and forests where timber is harvested; others protect
unique or locally important habitats such as shorelines, mountaintops, watersheds, prairies,
seacoasts, and swamps. Still others focus on community-building opportunities such as
recreational trails, neighborhood gardens, historic areas, affordable housing in combination with
open space, educational preserves and outdoor classrooms.
What they all have in common: a very long view and the commitment to protect
important natural resources for future generations.
Currently, there are almost 1,400 land trusts in the United States, many thousands of
board members and volunteers, and a national association, the Land Trust Alliance, that works to
advance their goals.
The trust in “land trust.” Land trusts often work in partnership with landowners who
love their land and want it preserved forever. It might be a Vermont farm that’s been worked by
one family for generations. Or a 380-acre redwood forest in California two sisters donated so that
their grandfather’s home and lands would become a wildlife preserve instead of a development.
Or a spectacular rocky coastline that would otherwise have become dotted with Mc-mansions.
Landowners donate land and conservation easements restricting future development to land
trusts because they believe that land trusts will deliver on their promise to protect it from harmful
development, future owners who don’t understand its environmental value, and those who would
exploit and sacrifice its natural resources.
Creating a legacy of conserved land and connecting people to the land and to each other
is your opportunity to give your community a gift of incalculable value. Your land trust has
pledged to protect important lands in perpetuity. Your diligence as a board member will ensure
that your land trust’s intention endures—forever—and that future generations live in a world
with unspoiled natural areas, places to play and relax, thriving farms, healthy rivers and streams,
and habitats large enough to sustain species that might otherwise be threatened with extinction.
But for conserved lands to stay protected, land trusts need board members who make sure
that their organizations comply with laws and regulations, observe the highest standards of
ethics, engage in sound transactions, and perform the stewardship tasks necessary to uphold the
promise of perpetuity.
During your service as a land trust board member, you’ll learn a great deal about all of
these matters, but at first, you may find discussions about things like “easements,” “baselines,”
“title reports” and “Section 170(h)” rather confusing. This introductory guide is intended to make
your first months on your board a little easier and give you a solid foundation for the knowledge
and expertise you’ll be gaining over time.
Land trusts need active and diligent board members. Nonprofit board members have
three core duties. The duty of care requires that when you make decisions and take action, you
keep in mind that you are the steward of the organization’s assets (including its reputation) and
always act with the care that an ordinarily prudent person would exercise in a like position and
under similar circumstances. This means that you read reports and other information sent to you
in advance of board meetings, that you attend meetings regularly, and that you and other board
members deliberate before making decisions. It also means that you help build a strong,
sustainable organization by assisting in the recruitment and training of knowledgeable and
effective board members and raising funds.
The duty of loyalty requires that you give your undivided allegiance to your organization
when making decisions or taking actions that affect it. You must disclose and your land trust
must manage conflicts of interest so that you do not use information you learned as a board
member for personal gain or participate in a transaction in which you or members of your family
have a financial interest.
The duty of obedience requires you to be faithful to your organization’s mission and
never act in a way that is inconsistent with its goals, bylaws, and policies. Importantly, this duty
also requires you to manage contributions to the land trust so that they serve the organization’s
mission and the donor’s intent, abide by all applicable laws, and observe the highest standards of
ethics. Some states have actually enshrined these three duties in state laws or regulations.
Your role in the governance of your land trust also requires you to make sure that land
and conservation easement transactions are thoughtfully and competently executed, and that the
land trust exercises careful stewardship of the lands it has conserved. Because land trusts need to
know about real estate and tax law as well as protecting natural resources, the responsibilities of
land trust board members can be more demanding than those of other nonprofits, especially
when the land trust is all-volunteer.
Recruiting board members with expertise and experience in law, accounting,
environmental science, real estate, communications, education, or fundraising is a great strategy
for ensuring that the board can effectively oversee the work of the land trust and ensure that it
meets legal requirements. For an all-volunteer land or minimally-staffed land trust, this is
essential.
Due diligence is an important land trust responsibility. A land trust that purchases or
accepts a donation of land or an easement will be spending time, energy, and money before and
after the transaction, and it’s important to make sure that each acquisition truly merits the land
trust’s investment. An in-person inspection of the property is necessary to confirm the presence
of natural resources and other attributes worth protecting (often called “conservation values”)
and to confirm that conserving it truly benefits the public in some way.
Public benefits might include the preservation of open space, the protection of prime
agricultural soils, the improvement of water quality, the preservation of important habitat,
opportunities for education and/or recreation, the creation of community gardens, or the
preservation of an historically significant property. Most land trusts have a procedure for
documenting the conservation values and public benefits of a conservation project they are
working on.
It’s also important to confirm that the landowner has clear title to the property. Without
good title, the deed the landowner gives for the conservation easement or conveyance of the
property in fee will have no effect, and the land trust will have invested its resources futilely.
Land trusts should always get a title opinion; some also purchase title insurance to protect their
interests. If there is a mortgage on the property, the land trust will need to get the bank holding
the mortgage to sign a document called a “mortgage subordination” to protect the land trust’s
interest in the event of foreclosure.
Researching the history of the property is an essential element of due diligence. How was
the land used in the past? Is there any chance that hazardous substances were dumped on it? Are
there archeologically significant sites on the property, such as Native American burial grounds,
that might need special protection? Are there structures such as dams or old mines that might
require large expenditures in the future? It’s vitally important that a land trust know exactly what
it is getting when it acquires a fee property or a conservation easement.
Legally sound transactions. Conveyances of fee title and conservation easements are
documented by means of a recorded deed. A deed conveying fee title must be signed by the
landowner (“grantor”), and a conservation easement deed must be signed by both the grantor and
a representative of the “grantee,” the land trust or other entity that will hold the easement. The
requirements for legally valid conservation easement deeds are dictated by state law and, if the
grantor will be taking a tax deduction, the Internal Revenue Code. Most land trusts have their
easement deeds drafted or at least reviewed by an attorney to make sure that they meet the
requirements.