WLT Meeting Minutes 4/21/2013

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 28^th, 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 8^th 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 8^th 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 7^th, and Saturday, June 8^th.  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 1^st and 2^nd.  Kevin Gough and Paula Jones will lead this year’s hike at Seabury on June 2^nd, 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 15^th with a rain date of June 16^th.  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

1. 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.

2. a director of a related organization (if any), or a member of the family of a director of a related organization; or 

3. 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.

1. 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.

2. To abstain from discussing any issue involving their Conflict, unless requested by the Board, or committee thereof, to give information on the issue.

3. 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.

4. To abstain from voting on any such issue related to their Conflict.

5. 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