Regular Meeting of the Board of Directors (Open)

1. 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.

2. Public Comments

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

3. Approval of the Minutes

All items listed as Action by Consent, 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 consent items and minutes of the Board of Directors meeting of February 4, 2026.

Download the Conservancy’s February 4, 2026 Board meeting minutes (PDF, 7 MB)

Also included in this item are the draft February 4, 2026 Annual Meeting minutes for Board review only. No action requested.

Download the Conservancy’s Draft February 4, 2026 Annual meeting minutes (PDF, 130 KB)

4. Whistleblower Policy

The Conservancy’s Whistleblower Policy was last updated and approved by the Board of Directors on December 6, 2023. The updated Whistleblower Policy was reviewed by Laura Fowler at Best Best & Krieger and presented to the Board’s Audit Committee for review and recommendation to the Board with changes suggested by legal counsel.

If you would like a copy of the document included in this item, please contact the Conservancy office.

5. Payment to the U.S. Geological Survey (USGS) for GGS Research

The Board previously authorized a multi-year contract with USGS. Annually the amount was $199,274.18, plus 10% contingency, totaling $219,201.59. The USGS indicates an additional $29,495.16 is required to close-out the contractual relationship between it and the Conservancy. The Conservancy made several attempts to reduce this overage, all to no avail. Conservancy management recommends approval.

6. Triangle – Bennett North Refinements

In 2025, the Conservancy began and nearly completed a renovation of the Bennett North marsh. Finishing work was pushed into 2026. The Conservancy contracted with Triangle Land Restoration, Inc. (Triangle) to complete the fine grading needed to complete the project. The estimated cost of this finishing work is $36,260, plus a 10% contingency, totaling $39,886. This project’s anticipated completion date is March 31, 2026. Staff requests the Board ratify the Bennett North marsh finishing work expense totaling $39,886.

This item requests:

1. Board ratification of Bennett North marsh renovation project totaling $39,886.00, and
2. Authorization for the Conservancy’s Executive Director, John Roberts, Chief Financial Officer, Kimberli Burns, or Contracts & Compliance Manager, Jennifer Skupic, to take all actions deemed necessary or appropriate to implement this action.

The 2026 Board-approved budget for remaining restoration and enhancement of Bennett North and Nestor marsh projects is $200,000.00.

7. Triangle – Nestor Planting

In 2025, the Conservancy began and nearly completed a new marsh complex on the Nestor tract. By the end of 2025, it was determined that vegetation planting would take place in 2026. The Conservancy received four estimates for the completion of this task and selected the lowest and best value estimate from Triangle Land Restoration, Inc. (Triangle). Triangle will plant 5,400 rush (3 different varieties) on the Nestor tract. In addition, Triangle will plant 25 buttonwillow plants. The estimated cost of this project is $38,434.40, plus a 10% contingency, totaling $42,277.84.

This item requests:

1. Board approval of the planting contract with Triangle Land Restoration totaling $42,277.84, which includes a 10% contingency, and
2. Authorization for the Conservancy’s Executive Director, John Roberts, Chief Financial Officer, Kimberli Burns, or Contracts & Compliance Manager, Jennifer Skupic, to take all actions deemed necessary or appropriate to implement this action.

The 2026 Board-approved budget for remaining restoration and enhancement of Bennett North and Nestor marsh projects is $200,000.00.

8. Triangle Contract Amendment

In 2026, the Conservancy is planning to transition some of its habitat land management tasks to the Conservancy field services team. The Conservancy’s field services team will assume mowing duties, certain aspects of project management, minor road repairs, trash, fences, gates, signs, etc. This transition will likely take place over the course of 2026 and gain scale in 2027. Separately, the Conservancy needs to add new marsh to the land maintenance contract with Triangle. The new acreages are as follows: Bennett North 20 acres, Natomas Farms West 41 acres, and Nestor 100 acres. This will add approximately $95,000.00 to the Triangle Land Restoration contract.

This item requests:

1. Board authorization to increase the Triangle Land Restoration land maintenance contracts for the Conservancy’s marsh tracts by approximately $95,000.00,
2. Authorization to adjust the 2026 budget as may be needed, and
3. Authorization for the Conservancy’s Executive Director, John Roberts, Chief Financial Officer, Kimberli Burns, or Contract & Compliance Manager, Jennifer Skupic, to take all actions deemed necessary or appropriate to implement this action.

The 2026 Board-approved budget for habitat land management is $577,463.00.

Summation: adding new properties is a normal and desirable aspect of the Conservancy’s Plan Operator role. This is accounted for in the NBHCP Finance Model. However, despite efforts to reduce overall expense associated with mitigation land maintenance by transitioning to Conservancy field services staff assuming an increasing amount of work typically contracted out, growth will always come with added costs.

9. Just and reasonable determination under California Non-profit Integrity Act; Chief Financial Officer

The Board is asked to make a “just and reasonable” determination for the Chief Financial Officer’s compensation.

The Board is required to determine that changes to the Chief Financial Officer’s compensation 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 Board of Directors is asked to declare the “just and reasonable” test has been met for the Chief Financial Officer.

10. Accept the Conservancy’s December 31, 2025 Audited Financial Statements

The Audit Committee met and reviewed the Conservancy’s December 31, 2025 audited financial statements with the Conservancy’s auditor, Gilbert CPAs (Gilbert). Gilbert issued a clean opinion on the Conservancy’s December 31, 2025 audited financial statements. The Audit Committee recommends the Board accept the Conservancy’s audited financial statements for the year ended December 31, 2025.

Download the Conservancy’s December 31, 2025 audited financial statements (PDF, 6 MB)

11. Approval of the Revised NBHCP Finance Model and Budget

The 2026 Conservancy Finance Model and Budget has been revised to be compliant with the Mitigation Fee Act as was requested by the City of Sacramento. There will be no change to the 2026 NBHCP mitigation fees as approved at the December 3, 2025 Board of Directors meeting. The 2026 NBHCP mitigation fee will remain at $47,567 per developed acre and the 2026 NBHCP mitigation fee with land dedication will remain at $33,817 per developed acre. This revised NBHCP Finance Model and 2026 Budget is presented to the Board in a California Mitigation Fee Act compliant form for approval.

Staff also requests approval of $7,000.00 to have Economic and Planning Systems revise the 2026 Conservancy Finance Model and Budget.

This item requests:

1. Board approval of the revised 2026 Conservancy Finance Model and Budget,
2. Board approval of $7,000.00 to revise the 2026 Conservancy Finance Model and Budget, and amend the 2026 budget as may be necessary, and
3. Authorization for the Conservancy’s Executive Director, John Roberts, Chief Financial Officer, Kimberli Burns, or Contracts & Compliance Manager, Jennifer Skupic, to take all actions deemed necessary or appropriate to implement this action.

If you would like a copy of the document included in this item, please contact the Conservancy office.

12. Sutter County out-of-basin non-HCP Mitigation

Sutter County has requested the Conservancy provide out-of-basin non-HCP mitigation for three bridge projects that are to be completed by Caltrans. U.S. Fish and Wildlife Service (USFWS) and California Department of Fish and Wildlife (CDFW) have reviewed the projects and assigned mitigation requirements of 1.68 acres of permanent impacts (3:1 mitigation ratio) and temporary impacts (2:1 mitigation ratio). USFWS recommended mitigation requirements go through the Conservancy. Staff is requesting approval to proceed in the sale of 1.68 acres of surplus mitigation totaling $159,825 for out-of-basin non-HCP mitigation and to adjust the 2026 budget as this was not previously budgeted.

This item requests:

1. Board approval to proceed in the sale of 1.68 acres of surplus mitigation totaling $159,825 for out-of-basin non-HCP mitigation,
2. Authorization to adjust the 2026 budget as may be needed, and
3. Authorization for the Conservancy’s Executive Director, John Roberts, Chief Financial Officer, Kimberli Burns, or Contracts & Compliance Manager, Jennifer Skupic, to take all actions deemed necessary or appropriate to implement this action.

13. Natomas Farms West Contract Amendments for Biological Monitoring

In the coming months, the Conservancy will be acquiring the Natomas Farms West property from the Sacramento Area Flood Control Agency (SAFCA) in exchange for the Conservancy’s Alleghany property. The Conservancy will need to add Natomas Farms West to its existing biological monitoring contract with GEI. The additional cost will be approximately $5,000.00 annually.

This item requests:

1. Board authorization to amend the GEI contract to include Natomas Farms West not to exceed $5,000.00 annually,
2. Authorization to adjust the 2026 budget as may be needed, and
3. Authorization for the Conservancy’s Executive Director, John Roberts, Chief Financial Officer, Kimberli Burns, or Contract & Compliance Manager, Jennifer Skupic, to take all actions deemed necessary or appropriate to implement this action.

The 2026 Board-approved budget for Biological Monitoring is $496,422.

14. City of Sacramento Report

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

15. Sutter County Report

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

16. Financial Report

A financial statement will be provided for the period ending February 28, 2026 (unaudited). Additional financial information will be provided.

If you would like a copy of the document included in this item, please contact the Conservancy office.

17. Review 2025 IRS Form 990

This item presents the Conservancy’s 2025 IRS Form 990 for Board review. At its recent meeting, the Audit Committee reviewed the 2025 Form 990 as presented.

This item acknowledges the Board has had an opportunity to review the Conservancy’s 2025 Form 990 prior to filing.

If you would like a copy of the document included in this item, please contact the Conservancy office.

18. Executive Director’s Report

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

If you would like a copy of the document included in this item, please contact the Conservancy office.

Executive Session (Closed)

19. Executive Session

Executive Session is scheduled for real estate and litigation matters pursuant to Government Codes 54956.8 and 54956.9, respectively.

Regular Session (Open)

20. 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 3, 2026 (Implementation Annual Meeting)
• August 5, 2026
• October 7, 2026