Regular Meeting Board of Directors
April 6, 2022
Time and Location
(Meeting to be held virtually. Select to attend the April 6 meeting via Zoom. Or call 1 (669) 900-6833, webinar ID 818 3193 3027)
4:00 p.m. – Executive Session (closed)
5:30 p.m. – Public Session (open)
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.
Executive Session (Closed to the Public)
1. Executive Session
Executive Session is scheduled for real estate matters pursuant to Government Code 54956.8. Executive Session is also scheduled for annual performance review pursuant to Government Code Section 54957, Employee performance evaluation.
Regular Meeting of the Board of Directors (Open to the Public)
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.*
The Board Chair will request approval of the minutes and consent items of the Board of Directors meeting of February 2, 2022.
5. Emergency well repair contingency
Given the critical water deficit anticipated this year, the Conservancy is likely to be faced with extraordinary demand for groundwater production. Typically, when groundwater wells are running at a full capacity they are subject to wear and tear breakdowns. This item requests authorization for either the Executive Director or Chief Financial Officer to approve expenditures up to $50,000 for emergency repairs on Conservancy groundwater wells should it be needed. This authorization expires at the August 3 Board meeting at which time it may be renewed or cancelled by Board of Directors action.
6. Elverta tract incorporation into mitigation properties
With the recent acquisition of the 287-acre Elverta tract, the Conservancy needs to incorporate the property into its system of preserves. The plan for the Elverta tract is for it to remain mostly in rice production, but with a linear limited-scale Giant gartersnake (GGS) restoration and enhancement project that parallels the easterly side of the property.
The proposal consists of two primary components: 1.) enhancement of the East Road on the Elverta tract to allow for an alternative access to the Conservancy’s flagship preserves, the BKS tracts, and 2.) enhancement such that the water conveyance that parallels the eastern boundary of the property be enhanced with a Restoration & Enhancement Fund component. The second of the two is targeted to both capitalize on known and historic GGS populations resident in the immediate area’s water conveyance facilities so that given existing and expected urban activity in the area, as well as increasing variability of water supply, GGS populations have the best opportunity of survival.
This item requests the Board authorize the Executive Director or Chief Financial Officer to execute and deliver contracts and/or agreements that facilitate design, permitting, and engineering drawings on the proposed project, and then preparation of a bidding package for construction as well as for construction management. This includes both the improvement of the road along the east boundary of the Elverta tract such that it provides all-weather access and for the limited restoration and enhancement along the west side of the east road for the benefit of GGS. The total amount requested in this authorization is $30,000.00. This amount does not include construction, which the amount will be established by competitive bid and brought to the Board of Directors at a later date.
7. Proposed changes to Employee Handbook
The Conservancy’s Employee Handbook (Handbook) is presented for Committee review. The Board changed the Handbook in 2021 for various COVID updates. This item requests changes to the leave accrual provisions in the Vacation Policy portion of the Handbook. The current vacation leave policy allows an employee to accrue up to 170 hours of vacation time. This item requests a tiered system where an employee with;
- years one to five remains unchanged at 170 hours,
- years six to 15 allowed to accrue 225 hours, and
- years 16+ allowed to accrue 300 hours.
Management recommends this vacation policy change.
8. Accept the Conservancy’s December 31, 2021 audited financial statements
The Audit Committee has reviewed the Conservancy’s December 31, 2021 audited financial statements with the Conservancy’s auditor, Gilbert CPA’s (Gilbert). Gilbert has issued a clean opinion on the Conservancy’s December 31, 2021 audited financial statements. The Audit Committee will present its report to the full Board of Directors. This item recommends the Board accept the Conservancy’s audited financial statements for the year ended December 31, 2021.
9. Amending the Employment Agreement between the Conservancy and its Executive Director and Executive Director Compensation
The Compensation and Governance Committee will make its recommendation to the full Board of Directors with regards to the Executive Director’s employment agreement extension. This item requests the Conservancy Board authorize the Board Chair, Vice Chair or Secretary to execute and deliver the 1st Amendment to the 2020 Employment Agreement between the Conservancy and its Executive Director.
The Compensation and Governance Committee will also make its recommendation with regards to the Executive Director’s compensation being adjusted beginning January 1, 2022. The committee will discuss its recommendations with the Board for a cost-of-living and a merit increase in compensation of _____% and _____% respectively. (Blanks to be determined by the Board.)
10. “Just and reasonable” determinations for the Executive Director and Chief Financial Officer
The Board is required to determine that changes to a chief executive officer’s compensation, as well as the chief financial 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.
11. City of Sacramento report
Report from the City of Sacramento regarding HCP-related activity and other topics.
12. County of Sutter Report
Report from the County of Sutter regarding HCP-related activity and other topics.
13. Financial statement review
A financial statement will be provided for the period ended February 28, 2022 (unaudited). Additional financial information will be provided.
14. Review 2021 IRS Form 990
This item presents the Conservancy’s 2021 IRS Form 990 for Board review. At its recent meeting, the Audit Committee reviewed the 2021 Form 990 as presented. This item acknowledges the Board has had an opportunity to review the Conservancy’s 2021 Form 990.
15. Water outlook for 2022
Brett Gray, General Manager of the Natomas Central Mutual Water Company will review the water outlook for the Natomas Basin for 2022.
16. Executive Director’s Report
Various matters for Board members’ general information will be presented by the Conservancy’s Executive Director.
17. Adjournment of the Regular Meeting of the Board of Directors
Official adjournment of the Regular Meeting of the Board of Directors.
Upcoming Regular Meetings
- June 1, 2022
- August 3, 2022
- October 5, 2022