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Appendix 3F.

Wood River Land Trust Policy Regarding Approval of


Land Transactions by the Executive Committee
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Article IX, Section 1 of the Bylaws of the Land Trust provides: “In
extraordinary circumstances when it may be impossible and/or impractical
for the Board to meet in order to render a decision to acquire, transfer or
encumber an interest in land, the Executive Committee may act in the
Board’s stead, provided the President reports the action taken to the Board
at its next regularly scheduled meeting.”

The Purpose of this Policy is to provide specificity beyond the above Bylaw
provision regarding the circumstances in which it is appropriate for the
Executive Committee to render a decision regarding any land transaction.

Criteria to be considered

Before the Executive Committee decides that it is appropriate for it to


exercise its delegated authority to render a decision on any land transaction,
it must consider the following criteria and determine that the exercise of its
delegated authority is appropriate under the circumstances:

1. A decision must be rendered before the next regularly scheduled


Board meeting and it is impracticable to convene a special Board
meeting at which a quorum would be in attendance; and

2. The Executive Committee must consider (a) the extent of any


financial obligation the Land Trust would incur in order to complete
the transaction and (b) whether such funds are in hand or would have
to be raised. If fund raising would be required, the Executive
Committee must approve a fund raising strategy proposed by the
Staff.

Procedure to be followed

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1. All Directors should be informed at least 24 hours in advance, via e-mail
or telephone, of the time and place of the Executive Committee meeting at
which the land transaction will be considered and should be invited to attend
the Executive Committee meeting.

2. Before acting, the Executive Committee shall first make a finding that the
Land Trust’s Conflict of Interest Policy has been complied with in regard to
the subject transaction, and if a conflict of interest exists that the Policy has
been complied with. [Refer to LTA Standard 4 and the Land Trust’s Policy
#4A.] This finding shall be recorded in the minutes of the Executive
Committee meeting.

3. If a majority of the members of the Executive Committee have an actual


or perceived conflict of interest, if a recusal causes the failure of the
Executive Committee to achieve a quorum, or if the Committee fails to
achieve a quorum at the meeting, the matter will be referred to and
considered only by the full Board of Directors and not the Executive
Committee.

4. The Committee shall review the project selection materials and staff
report(s) for the land transaction, and any other applicable information prior
to making a decision.

5. At the first regular meeting of the Board following the Executive


Committee meeting, the President shall explain the Committee’s application
of the above criteria in reaching its decision to exercise its delegated
authority and shall report on the decision reached by the Committee.

Periodic evaluation of how this Policy is working

From time to time, depending upon the frequency of the Executive


Committee’s exercise of its delegated authority pursuant to this Policy, the
Board shall decide whether it is satisfied that this Policy has been properly
applied and is working to its satisfaction, or shall refer any doubts or
questions it has in that regard to the Governance Committee for further
study and a requirement that the Governance Committee report back to the
Board at its next regularly scheduled meeting.

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