Regular Meeting of the Board of Directors
June 3, 2020
(Meeting will be held electronically. Click here to attend.)
Executive Session will begin at 4:00 p.m.
In order to comply with the City of Sacramento curfew, the Open session portion of the meeting will begin immediately following Executive Session, likely around 5:00 p.m.
Upcoming Regular Meetings
- August 5, 2020
- October 7, 2020
- December 2, 2020
Meeting facilities are accessible to persons with disabilities. If you require special assistance to participate in the meeting, notify the Conservancy’s office at (916) 649-3331 at least 48 hours prior to the meeting.
1. Executive Session
Executive Session is scheduled for real estate and performance review and evaluation of the Executive Director. Executive Session for the performance review is pursuant to Government Code Section 54957, Employee performance evaluation.
2. Call to Order of the Regular Meeting of the Board of Directors
The Board Chair will call the meeting to order if a quorum is present. Announcements by the Board Chair or Executive Director may be made at this time. Board members may make announcements at this time as well.
3. Public Comments
Opportunity for members of the public to address the Conservancy’s Board of Directors.
4. Approval of the minutes
*All items listed under the Consent Calendar, including minutes, are considered and acted upon by one Motion. Any Board member may request an item be removed for separate consideration.*
Approval of the February 5, 2020 Board meeting minutes and following consent items is requested.
5. Weed abatement
Due to excessive invasive weed issues this year the Conservancy needed to apply an aerial weed treatment. This treatment allowed for greater coverage in a more efficient manner. The properties treated were the Lucich North and South tracts, as well as the Frazer North tract. The cost was $15,356.07, exceeding the Executive Director’s signing authority of $10,000.00. Management is seeking Board ratification of this expenditure.
6. Paycheck Protection Program (PPP) loan
The Conservancy applied for and received an $88,450 PPP loan from the Small Business Administration via Wells Fargo. This loan is to be used for “payroll, rent, mortgage interest, or utilities.” The Conservancy will be using these funds for payroll and the Conservancy will apply for loan forgiveness within the prescribed time. Management requests Board ratification of the PPP loan and future application of loan forgiveness.
7. TNBC non-rice farming properties
The management of Alleghany and Cummings properties have become increasingly difficult to farm over the past few years. The staff in consultation with the grower decided to clean up the properties with discing and plant it to clover with the final plan to plant to native grass. As time was of the essence in the planting season, the Executive Director approved of the project. Presently, expenses have reached the Executive Directors’ signing authority. It is anticipated that the total cost of the project will be approximately $25,000.00. Management is seeking Board approval of this project expenditure.
8. SAFCA non-rice farming properties
The management of Sharma, AKT and Hewitt properties have become increasingly difficult to farm over the past few years. The staff in consultation with the grower decided to clean up the properties with discing and plant it to clover with the final plan to plant to native grass. As time was of the essence in the planting season, the Executive Director approved of the project. Presently, expenses have reached the Executive Directors’ signing authority. It is anticipated that the total cost of the project will be approximately $25,000.00. Management is seeking Board approval of this project expenditure.
9. Participation in the groundwater exchange program
The Conservancy last participated in a groundwater exchange program in 2015. The Board wanted reliable records of groundwater effects of the 2014 program and also when the Conservancy participated in 2015. The Board was satisfied with the results. The program coordination is through the Natomas Central Mutual Water Company (NCMWC) with oversight from the relevant state water agencies.
A nearly identical program is proposed for 2020. The amount is $350.00 per acre foot and there is a 65/35 split, with the NCMWC receiving 35 percent of the proceeds and the wellowner receiving the other 65 percent. The program is anticipated to last from June 1 through the end of August. Participation in such programs is authorized in the NBHCP, Section VI.B.4. The purchaser is the San Luis & Delta-Mendota Water Authority. Conservancy management advocates approval.
10. Accept 2019 IRS Form 990
As a “best practice,” and to respond affirmatively to the Conservancy tax reporting with the IRS, this item presents the Conservancy’s 2019 IRS Form 990 for Board review. At its last meeting, the Audit Committee reviewed the 2019 Form 990 as presented. This item acknowledges the Board has had an opportunity to review the Conservancy’s 2019 Form 990.
11. Accept the Conservancy’s December 31, 2019 audited financial statement
Peggy Vande Vooren with Gilbert CPAs will review the December 31, 2019 audited financial statements report with the Conservancy’s Board. Gilbert has issued a clean opinion on the Conservancy’s 2019 financial statements. This item recommends the Board accept the audited financial statements as presented for the year ended December 31, 2019.
To promote better understanding, pages 12-15 of the financial statements are presented below in a side-by-side format.
12. Insurance presentation
John Bolce with LP Insurance will review with the Board the Conservancy’s recently renewed insurance policies. The Conservancy presently holds the following polices: Directors and Officers, employee practices liability, crime, pollution, workers’ compensation, flood, cyber, umbrella, package policy includes: general liability, property, auto, and inland marine.
Management seeks approval of the policies and their coverage limits.
13. City of Sacramento report
Report from the City of Sacramento regarding HCP-related activity and other topics.
14. Financial statement review
Financial statements are provided for the period ended April 30, 2020 (unaudited). Additional financial information will be presented.
15. Biological Effectiveness Monitoring Report for 2019
The Conservancy’s annual biological monitoring report will be presented by the Conservancy’s biological monitoring contractor, ICF International. Doug Leslie will deliver the 2019 report and entertain questions Board members may have.
16. Executive Director’s Report
Various matters for Board members’ general information will be presented by the Conservancy’s Executive Director.
17. Adjustment to Executive Director compensation
The Compensation and Governance Committee has met and recommends the Executive Director’s compensation be adjusted beginning March 15, 2020. The committee will discuss its recommendations with the Board for a cost-of-living and a merit increase in compensation.
18. “Just and reasonable” determination for the Executive Director and Chief Financial Officer
The Board is required to determine that changes to a chief executive officer’s compensation, including the term of an employment agreement, are “just and reasonable.” See excerpt from California Government Code, Section 12586(g):
The board of directors of a charitable corporation or unincorporated association, or an authorized committee of the board, and the trustee or trustees of a charitable trust shall review and approve the compensation, including benefits, of the president or chief executive officer and the treasurer or chief financial officer to assure that it is just and reasonable. This review and approval shall occur initially upon the hiring of the officer, whenever the term of employment, if any, of the officer is renewed or extended, and whenever the officer’s compensation is modified. Separate review and approval shall not be required if a modification of compensation extends to substantially all employees.
The Conservancy’s Compensation and Governance Committee believes this standard has been met and will report to the Board. This item requests the Board make a declaration that the “just and reasonable” test has been met for the Executive Director and Chief Financial Officer.
Official adjournment of the meeting.