Introduction
The Mississippi Madawaska Land Trust (MMLT) Board of Directors is responsible for the formulation and maintenance of MMLT general policies, management and administration. Each Director must devote sufficient time and attention to the affairs of the MMLT to ensure that all actions, including those of the Directors and staff, are in accordance with the established by-laws. Policies and activities of the Board and the staff must ensure that the non-profit and charitable status of the MMLT is not jeopardized and that the organization is an institution devoted to serving the public interest. Furthermore, the expenditure of funds must always be in accordance with applicable law and consistent with the terms of the donor. Directors are not paid for their service as Directors. However, this does not excuse Directors from the duty of undivided loyalty to the organization. Real or perceived conflicts of interest shall be dealt with by the rule of common sense. Directors all share an interest in common – land conservation – and are associated with one another as friends, colleagues and professional associates. Conflicts will seldom occur and when they do they will in most instances be unintentional. Directors must be aware of their duty of loyalty to the MMLT and must have the best interest of the organization at heart. Directors must recognize this responsibility and establish a tradition of dealing openly with other Directors and with the general membership. The MMLT’s effectiveness and reputation is dependent on its credibility for objectivity and fairness. The Board of Directors consists of members who may have affiliations with other not-for profit organizations. In addition Board members may include landowners, public officials and those with professional skills who may earn all or a portion of their livelihood from professional consulting in fields related to the work of the MMLT. This diversity enriches the effectiveness of the Board in carrying out its mission. It may also, however, lead to situations where a real or perceived conflict of interest arises. Furthermore, the MMLT recognizes that, as a membership organization, instances may arise where members feel that groups they have affiliations with are competing with the MMLT (for funding, land conservation opportunities and other available resources). It is the MMLT’s policy to support the work and success of these affiliated groups and to deal with perceived conflicts between the MMLT and these groups in an open and free manner. Furthermore, Directors shall treat knowledge and information relative to these groups with the utmost confidentiality Given the diversity and make up of the organization’s board, it is essential that the MMLT adopt the following policies and guidelines to deal with real or apparent conflicts of interest. (This list is not intended to be all-inclusive and matters that fall outside this list shall be taken up in accordance with the procedure section.)
Policies and Guidelines
- All Directors and staff should support the goal and objectives of the organization.
- Directors shall not vote on matters where the interests, including in particular the financial benefits, enhancement of position or other benefits, of the Director, his or her family or personal or professional colleagues of the Director are affected.
- Directors shall disclose potential conflicts due to memberships with other non-profit organizations dedicated to similar goals. Such conflicts may exist when identifying potential land conservation opportunities, donor lists and grants, proposals for governmental and private funding, and other competitive situations between non-profit organizations.
- All Directors and staff of the MMLT will share the responsibility to ensure that all programs and projects of the organization are adequately funded.
- The MMLT recognizes that there may be instances when the MMLT and an affiliated organization apply to the same source for funding. Board members should anticipate these situations and bring them before the Board prior to submitting the application for funding. The Board will openly discuss situations when other affiliated organizations are in direct competition with the MMLT for funding and will make a judgment how best to address the situation.
- Directors shall not use information (such as a potential funding source or land conservation opportunity) gained from membership on the MMLT Board to further another organization’s goals.
- Directors must recognize that some information gathered by the organization is confidential and shall not be shared with others. This is especially germane with regard to funding opportunities, the details of specific land transactions, and organizational, personnel and financial information relative to the MMLT and its members.
- All proceedings, notes, lists, and other documents which are part of the functions of the MMLT are the property of the MMLT and must be retained by the MMLT office after the individual is no longer holding office, employed or retained by/with the MMLT. Individual members, including Directors of the MMLT and staff may not use information gained during the course of the MMLT’s business for personal gain. Where an individual has gained proprietary information concerning the functioning of the MMLT, such information cannot be used by that individual to gain employment or hold office, based on the information, for a period of at least three years following separation from the MMLT. This especially applies to staff.
- All actions taken by Directors shall be via the Board or its committees and in conformance with the bylaws or applicable procedures and resolutions of the MMLT. Directors should work for the organization as a whole and should not attempt to act in an individual capacity.
- Directors will not be contracted by the MMLT to deliver professional services. If this is deemed necessary because of the expertise and knowledge of particular Board members then the following practices will be followed.
- The Director involved will step down from the Board once they make their intention known that they intend to be an applicant for the position or contract. The Director may rejoin the Board after the completion of the contract or term of employment. If the Director is not the successful candidate for the position he/she may return to the Board at the completion of the application process.
- The payment will be reasonable. The Board will take measures to make sure that a more advantageous arrangement could not have been obtained with reasonable effort under the circumstances. Getting other quotes or bids on the same work or investigate hourly or daily rates for similar service can provide such information.
- The work in question will further the MMLT’s purposes as stated in its objectives.
- There will be a written agreement distributed to all Directors outlining the terms and compensation.
- The hiring or awarding of the contract will be approved by a vote of the full board, without the presence of the affected Director.
11. Directors shall not accept gifts or gratuities from individuals or companies doing business or seeking to do business with the MMLT.
12. Directors may not be granted special privileges for use of the organization’s property.
13. At times it will be advantageous for the MMLT to pay Directors for personal expenses associated with the organization’s mission. Approval for such expenditures shall come from the Board. The expenditure shall document that it is financially and substantively advantageous to the organization to provide reimbursement.