Wood River Land Trust LTA Standard 2: Compliance with Laws 2B: Incorporation/Bylaws 2C: Tax Exemption 2D: Records Policy 2E: Public Policy

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1 Wood River Land Trust LTA Standard 2: Compliance with Laws 2A: Compliance 2B: Incorporation/Bylaws 2C: Tax Exemption 2D: Records Policy 2E: Public Policy Policy: The Land Trust will fulfill its legal requirements as a nonprofit tax-exempt organization by complying with all federal, state and local laws. It has incorporated according to the requirements of the State of Idaho and will maintain its corporate status. It operates under Bylaws based on its Articles of Incorporation. (See Appendix 2B.1, Articles of Incorporation and Appendix 2B.2, Bylaws.) Practices 2A-C: Periodic Review and Reporting The Governance Committee shall review the Bylaws of the corporation annually and, if appropriate, recommend changes to the Board for approval. The Governance Committee shall ensure that all documents required to keep the corporation in good standing in the State of Idaho are filed on timely basis. The Finance Committee shall ensure that: (1) state and federal nonprofit reporting requirements are met in order to retain the tax exempt status of the Land Trust. (See Appendix 2C.1, Tax Exemption Letter); (2) prohibitions on private inurement and political campaign activity, and limitations and reporting on lobbying and unrelated business income are adhered to; and (3) the public support test for public charities is met. The Finance Committee shall review and approve the IRS Form 990 and relevant state charity reporting forms prior to filing. A copy of the final Form 990 shall be made available to the Board. Thirty-five states have laws that require registration in the state by non-profit organizations not resident in the state that solicit donations from the state s residents. The Land Trust has adopted a policy (Appendix 2C.2 Compliance with State Charitable Solicitation Registration Laws) that governs when the Land Trust will register with these states. Compliance with Laws - Page 1 of 7 / Adopted by the Board of Directors November 27, 2007; Amended

2 Policy 2D: Records Policy The Land Trust recognizes the maintenance of consistent, complete, secure, and authentic records is essential to the achievement of its conservation mission. The Land Trust Records Policy is developed to ensure compliance with the intentions of donors, including conservation easement donors, to document and sustain the conservation values of protected lands under easement or in fee ownership, and to secure the Land Trust s public charitable status. This Records Policy supports and is integral to other Land Trust policies. All Land Trust files are the property of The Wood River Land Trust Company, not the members of staff or the Board. This policy, as adopted by the Board, embodies the functional principles of the Records Policy. The Executive Director is hereby empowered to develop and amend procedural documents as needed to implement this Records Policy. Records Practices have been developed for each Practice of this policy as of the date of this Records Policy adoption, and will be amended as necessary. At a minimum, the Executive Director and the Governance Committee will review this Records Policy every five years to ensure compliance and to ensure that the policies stated herein are adhered to and continue to serve the best interests of the Land Trust. At a minimum, the Executive Director will review the Records Practices every three years to ensure organizational compliance and to ensure that the practices set forth therein continue to serve the best interests of the Land Trust. For the purposes of this policy, the Records Custodian is the Director of Operations, or in his or her absence, the Executive Assistant. Project Development and Stewardship Records It is crucial that the Board and legal counsel have ample opportunity to review all proposed conservation projects and to maintain those that are approved and implemented. For this purpose, the staff will create and maintain files for each conservation project in both digital and physical form. (See Appendix 2D.1, Stewardship Records and File Organization.) The staff will provide preliminary project information in a timely manner to the Board through the Project Selection Process. Formal project files will be established when a conservation project is completed. The staff will carefully document all steps in the development of conservation projects as they progress according to the Land Trust policies and procedures. Amendments, violations, changes in ownership, and exercised reserved rights will be documented on the easement overview sheet to be included in all paper files. For all projects to be facilitated by funding from a source outside of the Land Trust, the staff shall obtain a documented commitment from the funding source. Original, signed documents and contract records and a digital backup for each conservation project are to Compliance with Laws - Page 2 of 7 / Adopted by the Board of Directors November 27, 2007; Amended

3 be permanently stored and protected in an offsite archive as described in following section, Off-Site Records Storage. Stewardship Records Audits Each year, staff will complete a file audit to ensure that all conservation project documentation is complete and in order and to be sure that documentary evidence, including photographic records and original documentation, is not deteriorating beyond the point of usefulness. Off-Site Records Storage It is essential that the Land Trust maintain secure and authentic records. To that end, it is the practice of the Land Trust to store original conservation project documents, original business documents and digital backups of the office network at an off-site facility. Removal of documents from the off-site facility will be allowed only under those circumstances outlined in the Records Practices, or as approved by the Executive Director or Records Custodian. Conservation easements are perpetual. As holder of the easements, the Land Trust assumes a responsibility to ensure the existence, authenticity and integrity of the original legal documents and supporting records. As a public charity, the Land Trust also assumes the responsibility of adhering to sound business practices to protect the organization s business documents. Original conservation easement documents and fee ownership documents must be stored in a secure storage facility that is protected from natural disasters. Access to the documents stored in this facility is restricted to the Executive Director, the Records Custodian, and the President or his designee. Original documents placed in the off-site archive facility shall include: Articles of Incorporation IRS tax-exempt designation Easements and amendments Baseline Reports, photo/video documentation Option agreements, leases, and other original documents related to interests in real property Gift deeds, warranty deeds, transfer agreements, leases Automobile titles Promissory notes, mortgages and other security instruments Conservation easement and preserve monitoring reports which record substantial changes and/or violations in any given year Original conservation easement monitoring reports and photopoint information Digital Document Backup System In addition to the off-site archive storage of physical documents described below, a backup system for all digital data must be maintained. The purpose of this system is Compliance with Laws - Page 3 of 7 / Adopted by the Board of Directors November 27, 2007; Amended

4 three-fold: (1) to create reliable, retrievable data in the case of computer malfunctions, (2) to create copies for historical purposes, since it is physically unmanageable to archive every document, and (3) to preserve digital copies of physical documents and photographs that may deteriorate over time. A digital backup of the server will be automatically uploaded daily to an off-site facility; the updated data may be recovered by downloading to the server if necessary. A digital backup in the form of a compact disc or other storage technology shall be archived at the off-site storage facility on an annual basis. Financial Records As a public charity, the Land Trust must manage its financial record keeping in a responsible manner. To that end, it is the practice of the Land Trust to maintain complete, accurate and credible documentation of its financial management activities. The types of financial records maintained under the supervision of the Executive Director include the Land Trust s accounting software; monthly, quarterly and annual reports; balance sheets; income and expense statements; reconciliations and cancelled checks; invoices; copies of checks deposited; copies of donor restrictions; tax returns. Access to some of these records is limited due to the confidential nature of certain contents (i.e., payroll) and must be password protected. Specific reports that do not contain confidential information will be made available to staff members on an as needed basis. Personnel Records Personnel files contain each employee s personal information and work-related information. Personnel records are maintained for each employee and will be held confidential. Access to personnel files is limited to the Executive Director and his Executive Assistant. Physical personnel records will be stored in a locking file cabinet. Digital copies of confidential personnel records are available only to the Executive Director and his Executive Assistant. Fundraising Records As a public charity, the Land Trust is committed to raising funds in an ethical and accountable manner. Accurate record keeping of the fundraising program will demonstrate that it complies with charitable solicitation laws, accurately represents its claims and intended use of funds, and uses of restricted funds as specified by donors. Outreach Records Outreach records are kept so that there is continuity in the outreach efforts from year to year. Outreach records are a resource for educating volunteers, staff and coordinators of Compliance with Laws - Page 4 of 7 / Adopted by the Board of Directors November 27, 2007; Amended

5 events so that they adhere to the Land Trust s vision and communicate to our members and the public in general. Outreach records are to be maintained by the staff. Administrative Records Management In order to practice sound business procedures, it is the practice of the Land Trust to maintain records of its business activities, board meetings, and office administration, and to carefully maintain these records in a secure manner. It is also the practice of the Land Trust to diligently protect and secure all digital records and the computer system through the use of current security tools and equipment. Record Retention Schedule It is the practice of the Land Trust to retain files as follows: Indefinitely Audit reports by independent auditors Cancelled checks for major items and taxes Capital stock and bond records Chart of accounts Conservation easements (drafts and final) Baseline assessments and photo documentation Reserved rights documentation Monitoring reports Contract records Easement correspondence Restoration project files Contracts and leases Legal correspondence Deeds, mortgages, option agreements Financial statements, year-end General ledgers Insurance records Journals Minutes and bylaws Articles of Incorporation Property appraisals IRS tax exempt designation Tax returns and supporting documentation Bills of sale and personal property and vehicle titles For Seven Years Accident reports and claims for settled cases Accounts payable and receivable ledgers Cancelled checks, unimportant items Cancelled stock and bond certificates Compliance with Laws - Page 5 of 7 / Adopted by the Board of Directors November 27, 2007; Amended

6 Contracts and leases, expired Employee W-4 forms Expired option records Fund raising records Notes receivable ledgers Payroll and related records Time records For Five Years Internal audit reports For Three Years Correspondence, except that correspondence between the Land Trust and landowners relevant to recorded conservation easements shall be kept indefinitely Employment applications Employment records (after termination) Expired insurance policies Internal reports For One Year Bank reconciliations Duplicate deposit slips Destruction of Records Destruction of business records after the prescribed holding periods expire shall be completed by the Executive Assistant under the direct supervision of the Executive Director. Said expired records shall be shredded to ensure privacy. Compliance with Laws - Page 6 of 7 / Adopted by the Board of Directors November 27, 2007; Amended

7 Policy 2E: Public Policy It is the policy of the Land Trust not to engage in political campaigns or endorse candidates for public office. The Land Trust may take a position with respect to proposed legislation, advocating land use policy and/or endorsing public funding of conservation provided that it complies with federal and state lobbying laws and reporting requirements. The following are general policy guidelines to assist the Board in deciding whether or not a major advocacy issue merits the Land Trust s involvement. Does the issue in question directly relate to the Land Trust s mission and its conservation efforts? Does the issue impact the Land Trust s service area as a whole? Is there a need for the expertise, experience and assistance of the Land Trust? Does the Land Trust have the necessary resources and expertise to participate? What is the likelihood of success? Can collaboration and community support be achieved? Would involvement with the issue further or negatively impact the Land Trust s long-range interests and credibility? How important is the issue in light of other priorities? Will involvement in the issue jeopardize the Land Trust s 501(c)(3) status? Practice: Process for Establishing an Advocacy Position Any member of the Board or the Executive Director may bring a major advocacy issue to the Executive Committee for analysis and deliberation. The Executive Committee will make a recommendation to the Board on the issue. The Board will deliberate and vote on the issue. The Executive Director and/or staff will implement the Board advocacy position. Compliance with Laws - Page 7 of 7 / Adopted by the Board of Directors November 27, 2007; Amended