Regular Meeting Board of Directors
April 2, 2025
4:00 p.m.
This will be an in-person meeting located at
2150 River Plaza Drive, first-floor conference room, Sacramento, CA 95833.
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 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 consent items and minutes of the Board of Directors meeting of February 5, 2025.
Download the Conservancy’s signed February 5, 2025 Board meeting minutes (PDF, 1 MB)
Also included in this item are the draft February 5, 2025 Annual Meeting minutes for Board review only. No action requested.
Download the Conservancy’s Draft February 5, 2025 Annual meeting minutes (PDF, 167 KB)
4. Document Retention and Destruction Policy
The Conservancy’s Document Retention and Destruction Policy was last updated and approved by the Board of Directors on December 7, 2022. This policy was presented to the Compensation & Governance Committee for review and recommendation to the Board with minor changes.
If you would like a copy of the document included in this item, please contact the Conservancy office.
5. Land Dedication Checklist
The Conservancy’s Land Dedication Checklist (Checklist) was last updated and approved by the Board of Directors on June 5, 2024. The Checklist was presented to the Compensation & Governance Committee for review and recommendation to the Board with minor changes.
If you would like a copy of the document included in this item, please contact the Conservancy office.
6. “Just and reasonable” determinations for the Executive Director and Chief Financial Officer
The Board is required to determine that changes to the Conservancy’s Executive Director’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 recommends the Board declare the “just and reasonable” test has been met for the Executive Director and Chief Financial Officer.
7. Accept the Conservancy’s December 31, 2024 audited financial statements
The Audit Committee met and reviewed the Conservancy’s December 31, 2024 audited financial statements with the Conservancy’s auditor, Gilbert CPAs (Gilbert). Gilbert issued a clean opinion on the Conservancy’s December 31, 2024 audited financial statements. The Audit Committee recommends the Board accept the Conservancy’s audited financial statements for the year ended December 31, 2024.
Download the Conservancy’s December 31, 2024 audited financial statements (PDF, 2 MB)
8. Beaver damage repairs
At the Annual Meeting of the Corporation, the Board was made aware of excessive beaver damage on Frazer North and Lucich North tracts. Conservancy management proposes to enter into a Service Agreement with Triangle Land Restoration (Triangle) to repair this damage.
This item requests Board approval of a Service Agreement with Triangle not to exceed $29,250.00 toward repairs on Conservancy preserves, and authorizes and directs either the Executive Director, John Roberts, or the Chief Financial Officer, Kimberli Burns, to take all actions deemed necessary or appropriate to implement this action.
9. Proposed urban development, update
The Board of Directors heard from representatives of the Environmental Council of Sacramento (ECOS) at its last meeting. ECOS representatives urged the Conservancy to more aggressively assert with public officials, especially the County of Sacramento, the impact of proposed new development outside the “Permit Area” will have on the Conservancy’s ability to implement the HCPs. The Board requested that staff prepare a response to submit to the County of Sacramento for review by the Board at this (April 2, 2025) meeting. Conservancy staff will so inform the Board.
This item requests Board approval to release a statement on the matter and to authorize and direct either the Executive Director, John Roberts, or the Chief Financial Officer, Kimberli Burns, 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.
10. Managed marsh construction bid approval
Westervelt Ecological Services (WES) obtained bids on behalf of the Conservancy for the Bennett North and Nestor managed marsh construction projects and will review them with the Board. Conservancy staff recommends Board approval to accept the WES-recommended contractor based upon WES’ receipt of and recommendation for the “best value” submittal.
This item requests:
1.) Board approval to accept the recommended contractor, and its quote of $________ for this project,
2.) include a contingency of ten percent (10%) of the contract amount for associated and unforeseen circumstances,
3.) Real Estate Committee engagement if an emergency arises during the marsh construction projects for Bennett North and Nestor, for further consultation and action, and
4.) authorizes and directs either the Executive Director, John Roberts, or the Chief Financial Officer, Kimberli Burns, to take all actions deemed necessary or appropriate to implement this action.
The 2025 Board-approved budget for this restoration & enhancement project is $3,031,800.00.
11. Covered Species Monitoring for Marsh Construction
As required by the NBHCP and by the Incidental Take Permits, the Conservancy will have two Covered Species experts on site during the marsh construction. These species experts will be onsite at predesignated times and locations to ensure the safety of the Covered Species.
This item requests:
1.) Board approval of a Service Agreement with species experts to provide GGS monitoring and relocation, and Swainson’s hawk monitoring for the Bennett North and Nestor marsh construction projects, totaling $35,000.00,
2.) include a contingency of ten percent (10%) of the contract amount for associated and unforeseen circumstances, and
3.) authorize and direct either the Executive Director, John Roberts, or the Chief Financial Officer, Kimberli Burns, to take all actions deemed necessary or appropriate to implement this action.
The 2025 Board-approved budget for this restoration & enhancement project is $3,031,800.00.
12. Project Oversight for Marsh Construction
During marsh construction the Conservancy will need to have a project management team onsite to ensure the marsh construction tasks are being executed per the RFI. This project management team provided by WES will perform tasks that will include but are not limited to:
1.) provide stamped record drawings with ortho topo linework,
2.) 35 full days on site (focus time during start up period(s), planting, WCS install, etc.),
3.) weekly stop in visits of 3 hours, 2-3 days a week (depending on work intensity), and
4.) GPS work to verify construction accuracy and progress if work.
WES will provide oversight from May – October.
This item requests:
1.) Board approval of a Service Agreement with Westervelt Ecological Services for Bennett North and Nestor marsh construction project oversight, totaling $125,000.00,
2.) include a contingency of ten percent (10%) of the contract amount for associated and unforeseen circumstances, and
3.) authorize and direct either the Executive Director, John Roberts, or the Chief Financial Officer, Kimberli Burns, to take all actions deemed necessary or appropriate to implement this action.
The 2025 Board-approved budget for this restoration & enhancement project is $3,031,800.00.
13. City of Sacramento Report
Report from the City of Sacramento regarding HCP-related activity and other topics.
14. Sutter County Report
Report from the County of Sutter regarding HCP-related activity and other topics.
15. Financial Report
A financial statement will be provided for the period ending February 28, 2025 (unaudited). Additional financial information will be provided.
Download the Conservancy’s unaudited February 28, 2025 financial statements (PDF, 5 MB)
16. Meeting with legal counsel on Board responsibilities and obligations
For many years, the Board has periodically entertained briefings with respect to Board members’ responsibilities and obligations, including duty of care, duty of loyalty, and the business judgment rule among others. George Soares with Kahn, Soares, & Conway, LLP will provide Board members with an overview and be available to respond to questions.
17. Review 2024 IRS Form 990
This item presents the Conservancy’s 2024 IRS Form 990 for Board review. At its recent meeting, the Audit Committee reviewed the 2024 Form 990 as presented.
This item acknowledges the Board has had an opportunity to review the Conservancy’s 2024 Form 990 prior to filing.
18. Agreement between U.S. Government and Sacramento River Settlement Contractors
Staff will update the Board on the status of the contract executed between the U.S. Government (Bureau of Reclamation) and the Sacramento River Settlement Contractors, of which the Conservancy is a member. The cost and benefits of this agreement will change the use of the Conservancy’s water rights.
19. 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)
20. Executive Session
Executive Session is scheduled for real estate and personnel matters pursuant to Government Codes 54956.8 and 54957, respectively.
Regular Session (Open)
21. 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 4, 2025
- August 6, 2025
- October 1, 2025