Wood River Land Trust LTA Standard 3: Board Accountability

3B: Board Composition

Policy: The Board shall be composed of up to 21 members and will strive to have a composition of two-thirds of its members being full time and one-third part time residents of the service area of the Land Trust. The following criteria should be used in selecting new Board members. Ideally a candidate should possess all of these criteria. However, it is recognized that varying weight may be given to each when making a selection decision. Consideration should be given to a membership composition that reflects the composition of the community at large. Dedication to the Land Trusts mission; Willingness to devote 10 volunteer hours per month; Professional expertise will complement the organization; Ability to attract key influencers and volunteers; Willingness to serve on at least one standing committee; Willingness to make a meaningful financial commitment to the annual fund, which commitment shall be among the 3 largest charitable contributions made by the Board member; and Willingness to attend at least seven Board meetings per year. The term of office for Directors is three years. The term of office for Advisory Committee members is two years. The maximum length of service shall be 12 consecutive years. Absent extraordinary circumstances, the President will be expected to serve two successive one-year terms. The Vice President elected at the time of the Presidents election to his/her first term will be deemed the President-elect and will be expected to succeed the President upon completion of his/her term in office. If a Presidents first term is four months or less, he/she may thereafter serve two one-year terms, but if the first term is longer than four months it will be deemed to be a full, one-year term. There are no term limits for the Treasurer or Secretary. Practice: Recruitment of Directors and Advisory Committee Members Identify possible candidates by soliciting suggestions from current and past Board members and other stake holders. Develop a candidate list by reviewing possible candidate names with the Executive Committee. Make personal contact with each candidate on the candidate list to determine the candidates interest.

Board Composition - Page 1 of 2 / Adopted by the Board of Directors November 27, 2007

The name of a potential candidate is presented to the full Board for review in executive session. Absent Board members are also to be advised that a person is being considered. Any comments not expressed at the Board meeting regarding a potential candidate are to be given to the Governance Committee Chair. If the Board is interested, the candidate is invited to meet the Board. Prior to the nomination, the contact person, other Board members, and/or the Executive Director will meet with the candidate to discuss the organization, commitment, term length, committees, answer questions and give the candidate a packet of information on the Land Trust and a Board Information form to be completed and returned before the Board votes. The candidate is nominated to the Board of Directors or Advisory Committee and voted upon at the next regular meeting. Pursuant to the Bylaws, a simple majority of those members present determines the outcome. Directors and Advisory Committee members assume their positions at the time of their election which continue until the next Annual Meeting, at which time they will be nominated for election to their initial terms. (See Appendix 2B.2, Bylaws Article III, Section 3.) Upon election, the new Board or Advisory Committee member is advised verbally. The President sends a welcoming letter that includes the term of service, next meeting date, and other information and materials as appropriate. The Governance Committee will contact the new member and arrange an orientation meeting to meet the staff, explain policies, procedures and legal responsibilities, and answer any questions the new member may have. In the event there is a reason to expedite the nominating and election process, the contact person shall review the reasons with the Governance Committee Chair. The Governance Committee Chair is authorized to amend this procedure for a particular reason, subject to the approval of the Executive Committee. Practice: Nominations and Election of Officers At least one month prior to the Annual Meeting, the President shall appoint a Nominating Committee consisting of the officers and three other Board members for the purpose of selecting a slate of officers, Board members and Advisory committee members to be elected. The Executive Director shall serve as staff liaison to the committee. Any Board members wishing to be considered for an office should contact a member of the Nominating Committee. The Nominating Committee shall select a slate of officers, Board members and Advisory Committee members to be placed in nomination for election by the Board at the Annual Meeting. Nominations from the floor of the Annual Meeting may be accepted. Voting may be by ballot if a member of the Board so wishes.

Board Composition - Page 2 of 2 / Adopted by the Board of Directors November 27, 2007