Members Committee Responsibilities

Terrafirma is a tax-exempt conservation defense liability insurance service whose mission is to protect the permanence of land conservation by funding the legal costs of defending conservation easements and preserves from violations or legal challenges.  Terrafirma is designed to provide the broadest possible protection for the greatest number of land trusts. It seeks to win every precedent setting case, create favorable case law and avoid unfavorable case law. Terrafirma also encourages land trust practices that will help prevent violations, avoid unnecessary litigation and defend conservation lands.

The Members Committee represents the owner member land trusts of Terrafirma Risk Retention Group LLC and is responsible for approving its policies and strategic direction.  It also performs specific oversight functions with respect to Terrafirma contractors, consultants, operations, budgets and legal compliance. It works to ensure the sustainable, prudent and effective operation of Terrafirma consistent with its mission and applicable laws.  It delegates the legal strategy on specific cases to a Claims Committee. Those serving on the Members Committee are also expected to be ambassadors for the program and to promote the program to land trusts, government officials, funders and others.   

Terrafirma does not have employees. Instead, it is managed by a manager appointed under the LLC Operating Agreement, Alliance Risk Management Services LLC, and the Captive Manager, an attorney, accountant, actuary and other consultants as needed. The Captive Manager is responsible for the day-to-day operations of Terrafirma including collection of premium, payment of claims, accounting, audit, and regulatory requirements. Alliance Risk Management Services coordinates marketing and loss prevention services, serves as staff for the Members Committee, the Claims Committee and other committees and performs all other activities not specifically reserved to the Members Committee in the Operating Agreement or delegated to other contractors or consultants.

Service on the Members Committee requires attendance at one in-person meeting in Vermont and participation in three conference calls each year. The Members Committee serves without compensation, but Terrafirma will reimburse reasonable travel costs to the annual meeting in Vermont. Members of the Members Committee serve a single three year term. The founding members of the Members Committee are appointed but, after their terms expire, new members will be elected by land trust owner-members in their respective regions.  Regions may vary in risks and priorities, and it is the role of a member to represent regional interests. Each Member of the Members Committee should communicate regularly with the land trust owner- members within the member’s region.

Specific Responsibilities:

1. Keep Terrafirma solid. Be accountable for its performance.
2. Stay current with all the pertinent financial and regulatory information presented by the Captive Manager, Alliance Risk Management Services and consultants.
3. Provide specific oversight functions as set forth in the Operating Agreement.
4. Approve contracts with the captive manager, ARMS and other consultants and monitor their performance.
5. Represent the interests of land trust members of Terrafirma.
6. Provide strategic guidance on risk management.
7. Communicate regularly with land trusts and external partners.
8. Identify problems and promote solutions.
9. Be an ambassador for conservation permanence and Terrafirma.
10. Attend an orientation session and training on insurance and financial issues.
11. Attend one in-person meeting and participate in three conference calls each year.

Attributes:

1. Inquiring and independent mind.
2. Sound ethical judgment and practical wisdom.
3. Keen listener and synthesizer.
4. Resourceful and thoughtful problem solver.
5. Able to analyze long and short term issues, as well as details and overall goals.
6. Collegial and collaborative.
7. Patient with detail.
8. Active and informed participant in discussions.
9. Sufficient time and energy to manage responsibilities.