This section provides an overview of the Central Park Conservancy's governance policies and practices and summarizes committee responsibilities, and the Bylaws adopted by the Board of Trustees.
1. THE ORGANIZATION
a. Organizational Status
Central Park Conservancy is a publicly-supported tax exempt 501(c)(3) not-for-profit organization.
The mission of Central Park Conservancy is to restore, manage, and enhance Central Park in partnership with the public.
Central Park Conservancy aspires to build a great organization that sets the standard for and spreads the principles of world-class park management — emphasizing environmental excellence — to improve the quality of open space for the enjoyment of all.
Central Park Conservancy is committed to sustaining this operating model to provide a legacy for future generations of park users.
Central Park Conservancy, a private, not-for-profit organization, was formed in 1980 by a group of concerned citizens determined to improve Central Park. Today, we manage Central Park under a contract with the City of New York. Over its 160-year history, the Park has experienced several cycles of restoration and decline. The era of decline in the 1960s and 1970s led to Central Park Conservancy's formation. Central Park Conservancy is uniquely qualified to prevent future declines and ensure the Park's care for current and future generations.
Thanks to the generosity of many individuals, corporations, foundations, and the City of New York, Central Park Conservancy has invested nearly $700 million to date into the Park, making it a model for urban parks worldwide. We provide 75% of Central Park's $58.3 million annual operating budget, and are responsible for all aspects of Park maintenance, as well as capital improvements and restorations.
With 40 million visits each year to its 843 acres, Central Park is the most frequently visited urban park in the United States. To manage the Park, Conservancy crews aerate and seed lawns; rake leaves; prune and fertilize trees; plant shrubs and flowers; maintain ballfields and playgrounds; remove graffiti; conserve monuments, bridges, and buildings; and care for water bodies and woodlands, by controlling erosion, maintaining the drainage system, and protecting over 150 acres of lakes and streams from pollution, siltation, and algae.
c. Guiding Principle
Central Park is a masterpiece of landscape architecture created to provide a scenic retreat from urban life for the enjoyment of all and, in so doing, helps to establish New York’s place among the great cities of the world. As the organization entrusted with the responsibility of caring for New York's most important public space, our work is founded on the belief that citizen leadership and private philanthropy are key to ensuring that the Park and its essential purpose endure.
d. Core Values
Commitment: Commitment to our mission, Central Park, and the visitor experience.
Excellence: Innovation and the highest quality results in every aspect of our work.
Integrity: Ethical conduct in our business practices.
Adaptability: Adaptability in our response to change and challenges.
Communication: Clear, consistent communication, teamwork and an open dialogue both internally and with the public.
Public Confidence: Work to earn and maintain the public confidence in our role as caretakers of Central Park.
2. BOARD OF TRUSTEES
a. Fiduciary Duties
The Board acts as the fiduciary and the steward of the organization and as a guardian of Central Park Conservancy's mission. All Trustees are fully expected to carry out the following duties:
- Duty of Care: Acting in good faith, participating in governance, and exercising the ordinary and reasonable care in decision-making that can be expected of all prudent persons in a like position would use under similar circumstances;
- Duty of Loyalty: Faithfulness to Central Park Conservancy's mission and consistently acting in the best interest of Central Park Conservancy;
- Duty of Obedience: Acting in accordance with the organization's Articles of Incorporation, Bylaws, and other governing documents, as well as applicable laws and regulations.
b. Responsibilities of the Board of Trustees
The Board is responsible for oversight of the management of Central Park Conservancy to ensure that the resources, financial assets, and staff are properly and effectively used in support of the mission and in accordance with the organization's Articles of Incorporation, Bylaws, and other governing documents applicable laws and regulations, as well as the Conservancy's agreements with the City of New York. Primary Board responsibilities include:
- Approving the mission of Central Park Conservancy and setting appropriate strategic goals;
- Evaluating the President & CEO and Senior Management, and ensuring that an appropriate succession plan exists;
- Reviewing compensation strategy and compensation-related plans and overseeing the performance of Senior Management;
- Reviewing and approving the annual operating budget and capital construction program;
- Reviewing and approving key financial transactions;
- Ensuring that general operating procedures and controls are in place;
- Ensuring that Central Park Conservancy's financial statements are fairly presented and free from material misstatement, including assessing the integrity of Central Park Conservancy's accounting and financial reporting policies and practices; adequacy of Central Park Conservancy's internal controls; compliance with applicable laws and regulations and Risk Management policies and practices;
- Monitoring the management of Central Park Conservancy's endowment to ensure compliance with Central Park Conservancy's Investment Policy and applicable laws, as well as overseeing the real estate, monies, securities and other assets of Central Park Conservancy, with the authority to invest and re-invest the same;
- Overseeing the activities of the Benefits Committee with respect to matters relating to insurance and other benefits for employees of Central Park Conservancy;
- Recommending replacements as vacancies occur in committee memberships;
- Recommending new Trustee candidates and reporting to the Board on the adequacy of the size and structure of the Board and its committees to conduct the business of the Conservancy;
- Identifying and cultivating individuals willing to contribute to Central Park Conservancy the experience, skills and resources needed by the Board and its committees;
- Supervising the overall fundraising efforts of Central Park Conservancy, including developing Trustee contacts, assisting in fundraising activities, cultivating new and existing donors and Membership Programs and Special Events;
- Reviewing the strategic direction of the organization and participating in strategic planning processes, as needed;
- Ensuring that the Conservancy's work adheres to, and promotes, the mission of the Conservancy to "restore, manage, and enhance Central Park, in partnership with the public".
c. Size of the Board
The Bylaws provide that there are fifty-three (53) Trustees; however, in the event that the same individual holds the position of President & CEO of Central Park Conservancy and Central Park Administrator, the number of Trustees shall be fifty-two (52).
d. Board Composition
- Four (4) Trustees are Ex Officio Trustees, and include the Borough President of Manhattan; the Commissioner of the Department of Parks & Recreation of the City of New York; the President & CEO of Central Park Conservancy; the Central Park Administrator (if a different individual than the person holding the title of President & CEO); and the President of the Women's Committee;
- Five (5) Trustees are appointed by the Mayor of the City of New York;
- Forty-three (43) Trustees are “General Trustees," none of whom are employees of, nor hold office in, the City of New York.
A fourth category of Trustees known as "Life Trustees" are entitled to attend Board meetings. However, their presence is not counted towards a quorum, they are not entitled to vote, nor are they considered Trustees for any other purpose. Life Trustees shall hold office until death or resignation.
General Trustees are divided into two (2) annual classes. Each class serves for two (2) years, and may be re-elected. There are no term limits.
A substantial majority of the Board of Trustees are "independent trustees", defined as follows:
- Board members who: (i) are not, and have not been within the last three years, employees of the Conservancy or an affiliate of the Conservancy, and do not have relatives who are, or have been within the last three years, key employees of the Conservancy or an affiliate of the Conservancy, (ii) have not received, and do not have relatives who have received, in any of the last three fiscal years, more than ten thousand dollars in direct compensation from the Conservancy or an affiliate of the Conservancy (other than reimbursement for expenses reasonably incurred as a Board member or otherwise permitted by Section 202 of the N-PCL), and (iii) are not current employees of or do not have substantial financial interests in, and do not have relatives who are current officers of or have substantial financial interests in any entities that have made payments to, or received payments from, the Conservancy or an affiliate of the Conservancy for property or services in an amount which, in any of the last three fiscal years, exceeds the lesser of the twenty-five thousand dollars or two percent of such entity’s consolidated gross revenues.
The Officers of the Board include the Board Chair; one or more Vice-Chairs; a President & CEO; and a Secretary, a Treasurer, and such additional officers that the Board may from time to time elect. Officers hold office for one (1) year. There are no term limits. No Ex Officio Trustee shall be an Officer. Officers may be removed with or without cause by the Board.
a. Standing Committees
- Development Strategy
- Nominating and Governance
- Compensation and Management Development
- Operations & Construction
b. Special Committees
- Marketing and Branding
- Gift Acceptance
- Strategic Planning
- Government Relations
- Central Park Conservancy Institute for Urban Parks Advisory Board
c. Committee Composition
- The Chair of the Board shall be an ex officio member of each of the Standing Committees, in addition to the Enumerated Trustees.
- The Executive Committee to consist of the Commissioner; the President & CEO; at least one (1) additional Ex Officio or appointed Trustee; the Vice Chair, Secretary & General Counsel, and Treasurer of Central Park Conservancy’s Board; and not less than one (1) and not more than fifteen (15) General Trustees, including the chairs of all the Standing Committees;
- The Audit Committee shall consist of the Treasurer and the Board Chair, serving as ex officio members, and a minimum of not less than three (3) additional General Trustees; provided that (x) all members of the Audit Committee, including any ex officio members, shall be “independent trustees” (as defined in the Bylaws), and (y) at least one (1) member of the Audit Committee will be a “financial expert” as defined in the Committee Charter;
- The Investment Committee to consist of the Treasurer and the President & CEO serving as ex officio members, and not less than three (3) General Trustees, each of whom will be an "independent trustee";
- The Nominating and Governance Committee to consist of the President & CEO, serving as an ex officio member, and not less than three (3) General Trustees;
- The Finance Committee to consist of the Treasurer and the President & CEO, serving as ex officio members, and not less than three (3) General Trustees, each of whom will be an "independent trustee";
- The Development Strategy Committee to consist of the President & CEO, serving as an ex officio member, not less than three (3) General Trustees; and the chairs of any existing Campaign sub-Committees;
- The Compensation and Management Development Committee to consist of not less than three (3) General Trustees, each of whom shall be an "independent trustee"; and
- The Operations & Construction Committee to consist of the President & CEO serving as an ex officio member, not less than one (1) additional Ex Officio Trustee or one (1) Appointed Trustee; and not less than three (3) General Trustees.
The Bylaws do not limit participation of non-Trustees on Committees; therefore Committees may include non-Trustees, as is deemed necessary to expand expertise or Board diversity, familiarize new donors or potential Board members, or include new stakeholders in Central Park Conservancy's work.
The Board shall hold at least three (3) regular meetings in addition to the annual meeting, at times fixed by the Board. All scheduled Board and Committee meetings include an agenda, and materials are provided to Trustees and Committee members in advance of such meetings. Trustees are expected to prepare for all meetings by reviewing the materials and to attend all meetings. Standing Committees are scheduled to meet four (4) times annually in conjunction with Board meetings, with the exception of the Audit Committee that has two (2) scheduled meetings each year to coincide with the Conservancy's independent audit, and the Compensation and Mangement Development Committee that has two (2) scheduled meetings each year to coincide with the Conservancy's compensation program. Additional committee meetings are scheduled as needed.
The Nominating and Governance Committee reviews individuals proposed to the Board as candidates for membership, and makes recommendations to the full Board, in addition to reviewing the Board's composition and performance on an annual basis. The Nominating and Governance Committee takes into account the Board's overall composition in relation to the organization's short and long term goals and needs, and considers the presence of appropriate combination of professional experience, skills, knowledge, perspectives, and backgrounds on the Board as a whole. The number of Trustees varies depending on resignations, retirement, or removals, as well as the availability of appropriate qualified candidates. Vacancies of General Trustees are filled by a majority vote of the remaining General, Ex Officio, and Appointed Trustees. The Chairman appoints the Chairs for all Committees.
6. EXECUTIVE COMPENSATION AND EVALUATION
The Compensation and Management Development Committee is a committee of the Board of the Conservancy, with overall responsibility for compensation and development of the Conservancy's President & CEO and other officers. The purpose of the Committee is to review and approve the Conservancy's compensation program to: (i) ensure that it is fair, reasonable, and competitive; (ii) allows for the attraction, retention, and succession of top quality professionals; and (iii) includes long-term benefits and specific performance measures that relate to the Conservancy's mission and strategy. Additionally, the Committee is responsible for evaluating the Conservancy's succession planning process, with an emphasis on the identification and development of key employees and outside candidates for succession to senior management positions.
7. RELEVANT POLICIES
a. Code of Conduct
Central Park Conservancy is committed to maintaining the highest standards of conduct and ethics, and the organization's success is dependent upon the public's trust that Conservancy trustees, officers, employees will conduct business in compliance with applicable laws, using sound judgment, and in an honest and ethical manner. Central Park Conservancy's Code of Conduct includes guidelines with respect to business ethics, financial accounting and recordkeeping, confidentiality of Conservancy records, anti-harassment, and substance abuse.
b. Conflict of Interest, Whistleblower and Ethics Policy
Members of the Board of Trustees of the Central Park Conservancy, as well as Conservancy officers and employees, have an affirmative obligation to act at all times in the best interest of the Conservancy. Trustees, officers, and employees are obligated to comply with all applicable laws, rules and regulations, and have a fiduciary duty to conduct themselves without conflict to the interests of the Conservancy.
Trustees, officers or other employees have a duty to promptly disclose any actual or potential conflict of interest and any action or suspected action that is illegal, fraudulent, or in violation of any adopted policy, and shall not suffer intimidation, harassment, discrimination or other retaliation for reporting such conduct in good faith.
In the case of any actual or suspected action that is illegal, fraudulent or in violation of Conservancy policy, disclosure shall be promptly made to the Chair of the Board of Trustees or the Chair of the Audit Committee, or, pursuant to the Conservancy’s Employee Handbook, on a confidential and anonymous basis at http://192.168.20.7/confidential.htm.
c. Gift Acceptance Policy
Central Park Conservancy accepts unrestricted gifts, as well as gifts designated for specific programs and purposes from individuals, corporations, and foundations that fulfill and further the mission of the Conservancy. "Standard Contributions," which are generally accepted in the ordinary course of business, include cash, publicly traded securities, charitable gift annuities, life insurance and retirement plan beneficiary designations, and matching gifts. "Non-standard Contributions", such as tangible personal property, real estate, closely held securities, remainder interests in property, charitable remainder trusts, and charitable lead trusts are subject to review by Central Park Conservancy's Gift Acceptance Committee prior to acceptance to determine whether (a) accepting the property fulfills Central Park Conservancy's mission, (b) the property is marketable, (c) there are liabilities associated with the property, and/or (d) the property will generate undesirable tax consequences for the organization.