Land Bank Playbook: Board Training and Blended Fiduciaries

Land Bank Playbook Section XVII

A. Board Manual

Every LRC should have a general Board of Director’s Manual as a quick and convenient reference. This manual should include these minimum basic documents:

  • a. Names, address and telephone numbers of key staff and other board members
  • b. Original governing documents (Articles of Incorporation, By-Laws, Legislative Authorizations, the Agreement and Plan)
  • c. A matrix identifying each member, their basis for being on the board and their term
  • d. Revised Code Chapter 1724
  • e. Revised Code Chapter 1702
  • f. The LRC’s Ethic’s policy
  • g. The Ohio Ethic’s statutes as it relates to board members who are elected officials
  • h. Corporate Code of Regulations
  • i. Receipt and Disclosure Forms

B. Board Communications

Some board members may have never served on a private or quasi-private working board. Elected officials are often on boards in a non-working, non-voting capacity. It is essential that the board operate as a professional, working board. A Board should adhere to commonly-accepted professional board practices. There are many excellent books and resource materials on the proper interaction amongst board members themselves, the executive director and staff.

The board chairman and the executive director should have a robust communication line and keep each other informed on important policy issues or serious operational matters. Together they should set the agenda and promote needed policy. Proper communications is critical. When a board of director receives a packet of information prior to a board meeting, questions should be directed to the executive director and not subordinate staff. It is bad for morale and unprofessional for staff members to contact “favorite” board members to complain just as unprofessional as it is for a board member to entertain such communications. Board members should avoid the impulse to engage in operations. Directors must focus on policy and oversight of the LRC.

In the case of elected officials, it can be said that they have a blended fiduciary to the corporation and their elected office. Revised Code Chapter 1702 places each director in a fiduciary relationship to the LRC. On political matters or votes involving a potential conflict, common sense may call for a board member to recuse himself.

The Board is not in the nature of a “legislative” body. While it exercises oversight, a non-profit professional board does so in a way which seeks to advance the interest of the corporation, protect its reputation, support and give encouragement to its executive director and staff with the goal of making them as successful as possible in the LRC’s mission. It is more of a team relationship which should grow more intimately over time so that personalities, ways of thinking, strengths and weakness can be accommodated. While R.C. 1724.03(B) makes no specific qualification for board members, it is common sense for the board to be configured in such a way that includes real estate experience, financial experience, a heavy emphasis on community development and sound business acumen.