Governance and Participation Charter

September 20, 2006

Mission Statement

The Montana Association of Land Trusts' mission is to promote and support excellence in private voluntary land conservation in Montana through leadership, collaboration, education and outreach.

Purpose

The purpose of this charter is to document participation, governance structure and decision making process so that the Association may function efficiently and effectively.

Goals

The Montana Association of Land Trusts is a group of local, statewide and national land conservation organizations operating in Montana that seek to work cooperatively to maintain and increase voluntary incentive-based mechanisms for private land conservation. The goals of the Montana Association of Land Trusts (MALT) are to:

Build and strengthen public support for voluntary private land conservation and recognition of its benefits to Montana communities.
Identify and address changes in the operating environment that may significantly threaten the effectiveness and sustainability of land trusts operating in Montana including challenges to voluntary private land conservation.
Require MALT members comply with the Land Trust Alliance's standards and practices and with national accreditation standards.
Promote compliance for all Montana land trusts with Land Trust Alliance standards and practices and with national accreditation standards.
Work together to support statewide and local conservation funding initiatives .
Develop, prioritize and implement efficient and effective cooperative strategies to advance voluntary private land conservation throughout Montana.
Network, share information and build capacity of participating land trusts to conserve and steward land including collective easement defense.

Membership

a. Eligibility

To qualify as a member of MALT, an organization must be a nonprofit land trust recognized as a public charity under section 501(c)(3) of the Internal Revenue Code (U.S.) In addition, the organization must:

As all or a part of its mission, actively work to conserve private lands in Montana through willing-seller/willing-buyer transactions;
Adopt and comply with the Land Trust Alliance's standards and practices and with national accreditation standards.
Pay annual membership dues of $8,000 for national or statewide organizations and $2,000 for local organizations. Dues will be used to fund the operations of MALT.
Adopt the MALT Charter via a resolution of organizational participation, a sample of which is attached.

b. Adding Members

New prospective members who meet the eligibility requirements and who can contribute to achieving the goals and objectives of the MALT may be added by the consensus of the MALT membership at the time of the request.

c. Leaving MALT

Participating organizations may be removed from participation in the MALT at their own written request or by the consensus of the then current partnership.

d. Affiliate Membership Status

Government agencies and other organizations that are not land trusts may participate as non-voting, affiliate members of MALT. An appropriate membership fee may be required.

e. Expectations of Members

In order for MALT to flourish and function effectively members are expected to:

Attend and fully participate in MALT meetings and in making decisions;
Comment in a timely manner on written requests for comment and input on decisions;
Assign a primary contact person who generally has the authority to represent the organization in MALT matters;
Be committed to the goals of the MALT;
Share expertise and cooperate on policy, conservation, fundraising and stewardship strategies and objectives;
Help MALT leverage and optimize resources;
Cooperate in a manner that fosters respect, trust, and confidentiality;
Be current in payment of dues; and
Respect individual organizational autonomy.

f. Resolutions

The MALT membership may adopt resolutions regarding policies, operating procedures and conduct of the membership.

g. Meetings

MALT will hold membership meetings at least twice per year. Meeting dates shall be established by the Executive Director and Executive Committee based upon the availability of members to attend.

Decision-making

MALT will make decisions by the consensus of members. Consensus is achieved if each member indicates that it is at levels a-d (not levels e or f) of the following levels of consensus:

I can say an unqualified "yes" to the decision. I am satisfied that the decision is an expression of the wisdom of the group.
I find the decision perfectly acceptable. It is the best of the real options we have available to us.
I can live with the decision. However, I'm not especially enthusiastic about it.
I do not fully agree with the decision and need to register my view about it. However, I do not choose to block the decision and will stand aside. I am willing to support the decision because I trust the wisdom of the group.
I do not agree with the decision and feel the need to block the decision from being accepted as consensus.
I feel that we have no clear sense of unity in the group. We need to do more work before consensus can be achieved.

When a member indicates it is at a level e or f, that member assumes the burden of clearly articulating their concern to the larger group, which must assume responsibility for seeking ways to accommodate the concern. The group may continue this procedure until consensus is achieved or the group decides to disagree.

A quorum of 60% of the membership must be present at a meeting in order to make a decision by consensus. Decisions may also be made by phone conference call, email and other methods as appropriate.

If we are unable to reach consensus and a decision must be made, then the fallback decision-making process will be a super majority vote of 80% of the members of MALT. Each organization must have the opportunity to vote in order to validate a ballot.

Executive Committee

The role of the Executive Committee is to balance the desire for decision-making that is as inclusive as possible with the need to prioritize limited resources and the need to respond quickly to changing circumstances and emerging opportunities. Additionally, attention must be paid to balancing the goals and interests of the collective partnership with those of the individual participating organizations.

a. Membership

The Executive Committee of MALT shall be composed of representatives of four participating organizations and the administrative sponsor of the MALT ED. The membership of the Executive Committee should also be balanced between national and locally based organizations. Executive Committee members will be selected at an annual meeting, terms are for two years and membership is staggered. The Executive Committee will select its own chairperson, who shall serve as a team leader in working with the MALT ED. The MALT ED shall serve as an ex-officio, non-voting member of the Executive Committee. Executive Committee meetings will be announced and are open to any participating organization of the MALT. The MALT may reimburse the travel expenses for Executive Committee members to attend Executive Committee meetings.

b. Role and Responsibilities

The role of the Executive Committee is to provide leadership to the MALT and to make decisions on behalf of the partnership that must be made between meetings of the full membership.

The responsibilities of the Executive Committee are to:

Assist MALT ED in the development and implementation of strategies and ensure that adopted strategies identify measurable outcomes, timelines and the resources needed to be successful;
Develop and adopt processes and procedures or make recommendations to the MALT, as appropriate, that are necessary for the MALT to function effectively and efficiently in achieving its purpose and goals;
Recommend priorities and direct MALT in response to changing conditions and circumstances through adoption of work plans;
Charter and coordinate work groups as appropriate to complete the work of MALT;
Direct the work of the MALT ED. The chairperson of the Executive Committee, in coordination with the administrative sponsor, will hire, supervise and evaluate the MALT ED through a process that involves input from MALT participants;
In coordination with MALT ED, make budget and expenditure recommendations to the MALT membership;
Evaluate the structure and function of the MALT on a periodic basis;
In coordination with MALT ED, ensure that MALT participants are fully informed about all meetings, deliberations and actions of the executive committee; and

The Executive Committee may not:

Make decisions that commit MALT to major new actions that have not been discussed and decided upon by MALT;
Make financial or legal commitments on behalf of individual organizations; and
Commit the MALT to public policy positions.

c. Expectations of Executive Committee members

Executive Committee members must be willing to:

Meet as a group in person 3 times per year;
Participate in phone conference calls as needed; and
Regularly have informal communication about the MALT with other participants.

Staff

The responsibility of the MALT ED is to support the partnership in achieving the mission of MALT. The ED works independently on a daily basis and receives programmatic direction from the Executive Committee. The ED is accountable to (1) the chairperson of the Executive Committee for program development and implementation and (2) the executive director of the administrative sponsor for compliance with all legal employment requirements and the personnel and other administrative policies of the administrative sponsor.

The MALT ED's specific responsibilities are to:

Lead MALT in achieving its vision and goals as directed by the Executive Committee;
Develop and implement the strategies adopted by MALT and Executive Committee through work plans;
Make budget and expenditure recommendations to the fiscal sponsor as designated by the Executive Committee;
Support state policy and communication initiatives as appropriate;
Raise funding for MALT, track budgets and expenditures and complete progress and budget reports to funders;
Administer contracts and regrant programs as necessary to implement MALT strategies;
Develop and sustain relationships with funders and other partners necessary to achieve mission and goals and within norms of MALT;
Schedule, plan, coordinate and staff meetings of MALT, Executive Committee and work groups;
Ensure effective and timely internal communications to MALT participants about MALT business, issues and executive committee deliberations;
Respond to external questions about MALT;
Maintain the internal trust and relationships necessary for cooperation and partnership to succeed; and
Monitor and evaluate the progress of MALT.
Develop proposals for external communications to be approved by MALT.

The MALT ED may not:

Make decisions that commit MALT to major new actions that have not been discussed and decided upon by the MALT membership;
Make financial or legal commitments on behalf of individual organizations; and
Commit the MALT to public policy positions without the consensus of the MALT membership.

Fiscal Sponsorship and Administrative Sponsorship

Because the MALT is not a legal entity, there is a need for both fiscal sponsors to hold and manage funds on behalf of MALT and for an administrative sponsor to serve as the employer of MALT staff. Prickly Pear Land Trust is willing to serve this role until April 2007. Other organizations may also serve as fiscal sponsors in the future. MALT seeks a "good-faith relationship" with fiscal sponsors whereby the MALT acknowledges the fiscal sponsor's legal accountability for the expenditure of funds it holds on behalf of MALT, and the fiscal sponsor accepts the budget and expenditure recommendations of the MALT Executive Committee, or its designee, as the will and desire of MALT. The following guidelines govern the relationship between MALT and fiscal sponsors:

Funding for the ED's salary, expenses and fiscal sponsor's administrative fee shall be in place before ED is hired.
MALT will pay a reasonable administrative fee to fiscal sponsors in order to cover the costs of administering MALT assets and expenditures.
The MALT ED shall maintain separate mailing address, phone and fax number from the administrative sponsor. The terms of the use of fiscal sponsor's administrative staff and equipment shall be negotiated prior to ED's hire.
This charter and the associated administrative fee will be approved by the fiscal sponsor's board of directors;
The MALT Executive Committee or its designee shall advise fiscal sponsors on the budget and expenditure of MALT funds;
Fiscal sponsors shall serve as the trustee of MALT assets under their control and shall exercise all responsibility and authority for the management of MALT assets to insure that they are used and managed to accomplish the purposes of the MALT as directed by the MALT Executive Committee
Fiscal sponsors shall maintain the assets of the MALT separate and apart from all other assets of the fiscal sponsor and shall prepare a monthly and annual accounting of the income to, expenditures from, and balance of the MALT assets.
The fiscal sponsor must approve all proposals for expenditures from the MALT assets. The fiscal sponsor may consider and approve only proposals for expenditures that come from the MALT Executive Committee or its designee.

Amending the Governance and Participation Charter

This governance and participation charter may be amended from time to time as necessary by the current participating organizations of the MALT through the decision-making process established in this charter. Amendments will be made in writing.