WINTONBURY LAND TRUST - April 21, 2013, 52 Duncaster Road, Bloomfield
Present: Dale
Bertoldi, Paula Jones, Vic Herson, Kevin Gough, Vikki Reski, Chip Caton, Doris
Johnson
1.
The February
27, 2013 minutes were approved as submitted.
2.
Special
Projects/Announcements. More details
were provided on agenda items a) and c) during the meeting. New item d) was added.
a)
Dale Bertoldi
and Vikki Reski attended the 2013 Connecticut Land Conservation Conference,”
Can Open Space be Permanently Protected?”
They
reported that workshops dealing with how laws can help or hurt land trusts were
particularly educational. In particular,
as a land trust we need to be mindful of what’s defensible in crafting conservation easement
language. We should always consider using
appropriate third parties that aren’t land trusts in structuring conservation
easements for projects.
b) Farmington
River Watershed Association and Simsbury Land Trust’s Dick Davis will present A
Landowner Outreach and Negotiation Workshop on May 28th, 2013 from
6:30 to 8pm at the Simsbury Library Program Room. Send RSVP to Amy Petras via email apetras@frwa.org or
call at (860) 658-4442 x201
c) New Town Manager feedback sessions
with Randi Frank were conducted in the Council chambers on April 17th. An
additional session will be held on May 8th at 7 PM in Council
chambers. A link to the press release
describing the session questions can be found at the Town website: www.bloomfieldct.org. Individuals
who are unable to attend on the 8th are invited to e-mail their
personal responses to these questions to www.randifrank.com, rfrank05@snet.net. Paula
Jones will compile WLT Board member responses to these questions and submit a
consolidated response to Ms. Frank on behalf of WLT.
d) The Connecticut Trust for
Historic Preservation is presenting “A Celebration of Barns” in Old Saybrook
Friday evening, June 7th, and Saturday, June 8th. Two workshop sessions will be offered on
Saturday. www.cttrust.org
3. Organizational Assessment and Strategic Plan
a) The
Board accepted the Ethics and Conflict of Interest Policy shown below.
b) Chip Caton
reported that activity will resume on the CCLC grant.
4.
Committee
Reports
a) Lisa Lane - Marc Needleman
has given the title report for Lisa
Lane to DEEP and NRCS for review. That review process should take about 6 weeks
so should be complete sometime in June.
b) LaSalette
Trail/Hawk Hill - After meeting with the Hartford Foundation for Public Giving Chip
Caton and Vikki Reski updated the Proposal on the LaSalette Trail. WLT is requesting
$250,000 in a single calendar year. Our
proposal is expected to be heard by the Hartford Foundation Board at their July
meeting.
c) DEEP Trails Grant 2013 – 2014 – A proposal was submitted by the Town of Bloomfield for the
Filley Park section of the LaSalette Trail.
Jonathan Thiesse, Bloomfield’s
Town Engineer, produced the final document. Thanks to Lois Hager, Diane Mack
and Vikki Reski for doing the initial coordination and draft writing. The Town is asking for $140,000, with its
match being $28,000.
d)
Financial-
i.
Year- end 2012
account balances: The 2012 Financial exhibits were reviewed and accepted. Vikki Reski reported that about $10,000 is
left in stewardship for Stout Fields, and that the Management Plan for Stout
Fields needs some revision.
ii.
Simsbury
Bank March 2013 balances: checking $1236.84; savings $16,918.29; restricted $81,875.82.
e) The 490
status to Stout Fields was reinstated thanks to the cooperative efforts of Town
Staff, the Stout Family, Jeff Roy, Vikki Reski and Diane Mack.
f) Events:
1.
Celebrate
LaSalette Trail on April 27 1:00 to 4:00 PM.
2.
Stewardship
Maintenance on Stout Fields and Trail Maintenance on Speer Preserve May 4,
10:00 AM.
3.
Trails Day,
June 1st and 2nd. Kevin
Gough and Paula Jones will lead this year’s hike at Seabury on June 2nd,
9:30 A.M to noon. We will hike the
(easy) Wildwoods Trail, with an optional short extension to the Dike
Trail. (The photo of Tree Swallows below was
recently taken by Paula near the access point to the Seabury trail
system.) The Trails Day brochure is now
available online at www.ctwoodlands.org
4.
The Bike Tour
will be on June 15th with a rain date of June 16th. The same route and properties will be
featured this year. GPS coordinates of
the start location will be added to the informational flyer.
g) Community Outreach: Duncaster Retirement Community
– Chip Caton and Vikki Reski recently spoke at a weekly resident “chat” session
about Hawk Hill and LaSalette Trail.
h) Stewardship: Thrall: We learned that we did
not receive a 2012 Ag Viability Grant, but were encouraged to re-apply this
year. Kevin Gough and Paula Jones will
send a financial model of the draft Thrall Lease (with Newgate Farms) to Board
members for review at our next Board meeting.
i)
Membership: Welcome
Knute and Michelle Peterson, new lifetime members, and Anne Wall. Thank you to
all existing members who renewed. Please mail in your membership to P.O box 734
or renew on-line.
j) Board Positions and subcommittee positions: We
decided to participate in ‘Leaders on Board’, a nonprofit which links
non-profits with prospective board members. The annual fee is $100; membership benefits
include 8 sessions matching prospective Board members to non-profits.
5.
Upcoming
meeting dates: May16, 6:00 – 7:30 PM, June 20, 6:00 – 7:30 PM.
Recorded by Paula Jones
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CODE OF ETHICS AND CONFLICT OF INTEREST
POLICY
The Wintonbury Land Trust adopts
this Code of Ethics and Conflict of Interest Policy to protect its reputation
and effectiveness by providing guidance to board and staff members in making
decisions about their activities and conduct that may have ethical implications
or pose a conflict of interest.
DEFINITIONS
“Land Trust” when mentioned
herein will refer to the Wintonbury Land Trust.
“Board” when mentioned herein
will refer to the Land Trust board of directors.
“Director” when mentioned
herein will refer to a member of the Land Trust Board.
“Staff” when mentioned herein
will refer to all employees, volunteers, and contractors of the Land Trust.
I. CONFLICT OF INTEREST
A. Definition: A
Conflict of Interest (referred to as “Conflict” below) is defined as any
contract or other transaction between the Land Trust and
- a Director or a member of the family of the
Director or a member of a committee or family member of a committee member
of the Land Trust.
- a director of a related
organization (if any), or a member of the family of a director of a
related organization; or
- an enterprise in which the Director, or a member
of the family of the Director, is a director, officer, or legal
representative or has a material financial interest.
B. Director’s
Obligations: Each Director has the following
responsibilities and obligations.
- To disclose to the Board the existence of any
real or apparent Conflict. The
orientation process for new Board members will present this Code of Ethics
and request disclosure of any current conflicts.
- To abstain from discussing any issue involving their
Conflict, unless requested by the Board, or committee thereof, to give
information on the issue.
- To absent themselves from Board or committee
discussions on any such project or transaction involving their Conflict
unless requested by the Board or committee to give information on the
issue.
- To abstain from voting on any such issue related
to their Conflict.
- If so requested by the Board, to take a temporary
leave of absence from the Board, until such time as the matter giving rise
to the Conflict has been resolved.
C. Board
Obligations: If a transaction or project of the Land Trust
involves a Conflict which is real or apparent, by a Director, the Board will do
the following:
1. Approve of such project or transaction only
if the Board makes specific findings that
(a.)
the project or transaction is both
(i) fair and benefits the Land Trust and its
objectives and
(ii) is approved with the full
knowledge of the economic benefit of the Director involved
in the Conflict, and
(b.)
the affected Director has not participated in the vote approving the
transaction or
project and was absent both
during the related discussions and at the time of the Board
vote on the matter.
2. If the Board determines that the nature and
magnitude of the Conflict warrants the same, the
Board will request that the affected
Director take a leave of absence from the Board.
D. Staff
Obligations: Staff will not engage in activities which represent
a material or perceived conflict of interest as affects their roles with the Land
Trust.
II. CODE OF ETHICS – BOARD AND STAFF
A.
Accountability: The Board is the legal entity for the Land
Trust and is responsible for the formulation and maintenance of the Land Trust’s
general policies and operational continuity.
Each Director must devote
time and attention to the affairs of the Land Trust to ensure that all Land
Trust actions, including those of Staff, are in accordance with its established
bylaws. In establishing policies or
authorizing activities, the Board must ensure that no policies or activities
will jeopardize the basic not-for-profit status of the Land Trust or will
reflect unfavorably upon the Land Trust as an institution devoted to public
service.
B. Fiduciary
Responsibility: The Board holds the fiduciary responsibility
for the Land Trust and for the protection of its assets. These assets include, but are not necessarily
limited to, land holdings, physical facilities, financial assets, and the Staff
itself.
C. Loyalty and
Support: Directors should not attempt to act in an
individual capacity. All actions should
be taken as Board, committee, or subcommittee, and in conformance with the
bylaws or applicable policies,
procedures, and resolutions. Directors
should work for the institution as a whole and not as advocates for particular
activities or committees or outside interests.
Directors should be
especially careful to keep Staff informed of all items about ongoing Board
needs and plans and should refrain from making administrative decisions in any
event.
Staff efforts will be guided
by the Land Trust mission, Board-approved strategy, committee-approved plans,
bylaws, and policies. Unless they are
representing a Land Trust committee (or, in the case of the president,
representing the Board), individual Board members will refrain from directing
Staff efforts.
All Directors should
contribute to the Land Trust in time, services, or funds as best they can,
encourage others to do so, and support its goals. The donation of goods or services by a
Director, a member of a Director’s family, or an enterprise in which a Director
or a member of a Director’s family has a material financial interest will not
be considered a Conflict.
Directors will not offer
business or professional services to the Land Trust when doing so would create
a Conflict.
Confidentiality: Directors and Staff should keep
information learned during the course of Land Trust activities in confidence
when the information concerns the administration and activities of the Land
Trust that are not generally available to the public.
The Land Trust’s President
(or Executive Director) has the sole
authority to allow disclosure of member and donor information, and may use the
Board for advice and counsel in this regard.
In the special case of information pertaining to donated conservation
easements and the donors’ motives and status, the President (or Executive
Director) will decide its disclosure after obtaining suitable permission from
the donors and base the decision on the value to the Land Trust of the
disclosure. Directors are not to discuss
donor information or landowner/land project details with anyone outside of the Land
Trust, except as has been disclosed to the public media at the discretion of
the President (or Executive Director).
Use of Resources: Directors and
Staff will not make unauthorized use of Land Trust resources for private
purposes.
Expenditure of Land Trust
funds will always be in accordance with applicable laws and consistent with the
terms specified by the donor of those funds.
Gifts: Staff will not solicit or accept for personal
benefit, directly or indirectly, any gift, loan, service, or anything else of
substantial monetary value from any person or firm which sought, or is seeking,
assistance or other contractual business, or financial relations with the Land
Trust. Meals, accommodations, and travel
services provided to the Staff on official business may be accepted as long as
they are clearly in support of Land Trust programs.
Property Purchase: Staff and
Directors will not purchase from the Land Trust any real estate or personal
property having substantial value without prior approval of the Board.
Approved by the Wintonbury Land Trust
Paula M. Jones April 21,
2013
Recording Secretary Date