Regular Meeting Board of Directors
April 7, 2021

(Meeting will be held virtually. Select to attend the April 7 2021 meeting via Zoom to attend.)
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.

TNBC Executive Session icon

1. Executive Session

Executive Session is scheduled for real estate matters pursuant to Government Code 54956.8.

Regular Meeting of the Board of Directors (Open to the Public)

TNBC Call to Order icon

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.

TNBC Public Comment icon

3. Public Comments

Opportunity for members of the public to address the Conservancy’s Board of Directors.

TNBC Action by Consent icon

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 3, 2021.

Download the Conservancy’s February 3, 2021 Board meeting minutes (PDF, 209 KB)

TNBC Action by Consent icon

5. Employee Handbook update

The Conservancy’s Employee Handbook was last updated on December 2, 2020. This policy is presented for Board review and approval with minor changes and adjustments as suggested by legal counsel with regards to COVID-19.

The Conservancy’s Employee Handbook update is available upon request.
Please email your inquiry to: Email [email protected]

TNBC Action by Consent icon

6. Accept 2020 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 2020 IRS Form 990 for Board review. At its last meeting, the Audit Committee reviewed the 2020 Form 990 as presented. This item acknowledges the Board has had an opportunity to review the Conservancy’s 2020 Form 990.

Download the 2020 IRS Form 990 (PDF, 2 MB)

TNBC Action Item icon

7. Accept the Conservancy’s December 31, 2020 audited financial statement

The Audit Committee has reviewed the audit report of the December 31, 2020 financial statements with the Conservancy’s auditor, Gilbert & Associates (Gilbert). Gilbert has issued a clean opinion on the Conservancy’s 2020 financial statements. The Audit Committee will present its report to the full Board of Directors. This item recommends the Board accept the audited financial statements as presented for the year ended December 31, 2020.

The December 31, 2020 audited financial statement is available upon request.
Please email your inquiry to: Email [email protected]

TNBC Action Item icon

8. Monitoring well

The Board of Directors has approved participation by the Conservancy in previous groundwater exchange programs. Participation in such programs is a State of California-approved way to allocate scarce water resources in drought water years. This year, authorities have already announced water shortages and delivery cutbacks. Engaging in these water transfers of groundwater have also helped assure water rights.

In previous years, especially drought years, the Conservancy has engaged in communications with Giant garter snake experts on the matter of participation in groundwater exchange program participation. Keeping more water in water conveyance structures, especially in drought years, was deemed to be a top priority for healthy GGS populations.

Typically, the Conservancy has used revenue from participation in previous groundwater exchange programs in large part to maintain and improve backup water supply to Conservancy managed marsh complexes. The California Department of Fish and Wildlife has urged the Conservancy to do its very best to have backup water supply to marsh complexes. Maintaining groundwater wells is expensive, and proceeds from the exchange programs has defrayed cost to meet this standard.

This year, the Natomas Central Mutual Water Company (NCMWC) has received indications that the San Luis & Delta Mendota Water Authority (SLDMWA) will contract with it this summer in a new groundwater exchange program. Preliminary terms have been announced.

State authorities have indicated a need to improve efforts to monitor participating wells. The issue is to not draw water below historic lows in previous groundwater exchange programs. Authorities have been requiring that there be one monitoring well for every three participating groundwater wells. NCMWC has advised the Conservancy that as a result, the Conservancy would be best served by installing a groundwater monitoring well on its BKS tract.

This item requests that the Board authorize the Executive Director or Chief Financial Officer to execute and deliver all necessary documents and agreements to engage the NCMWC to oversee installation of a groundwater monitoring well on the Conservancy’s BKS tract, and do so as soon as possible. The estimated cost is $60,000. Funds from this year’s program will be used to offset this cost.

Download the photo of monitoring well (PDF, 450 KB)
Download the well log example (PDF, 895 KB)
Download the map of monitoring well (PDF, 718 KB)

TNBC Action Item icon

9. 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.

Download the summary of insurance (PDF, 86 KB)

TNBC Action Item icon

10. Amending the Employment Agreement between the Conservancy and its Executive Director

The Compensation and Governance Committee has met and will make recommendations to the full Board of Directors. The recommendation to the Board would begin at the anniversary date of the employment agreement, January 1, 2020. 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.

TNBC Action Item icon

11. Adjustment to Executive Director compensation

The Compensation and Governance Committee has met and recommends the Executive Director’s compensation be adjusted beginning January 1, 2021. 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.)

TNBC Action Item icon

12. “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, 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.

TNBC Discussion icon

13. City of Sacramento report

Report from the City of Sacramento regarding HCP-related activity and other topics.

TNBC Discussion icon

14. County of Sutter Report

Report from the County of Sutter regarding HCP-related activity and other topics.

TNBC Discussion icon

15. Financial statement review

A financial statement will be provided for the period ended February 28, 2021 (unaudited). Additional financial information will be provided.

Download the Conservancy’s unaudited February 28, 2021 financial statements (PDF, 2 MB)

TNBC Executive Report icon

16. Executive Director’s Report

Various matters for Board members’ general information will be presented by the Conservancy’s Executive Director.

TNBC Adjournment icon

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 2, 2021
  • August 4, 2021
  • October 6, 2021