Executive Session (Closed)

1. Executive Session

Executive Session is scheduled for matters pursuant to Government Code 54957.

Annual Meeting of the Corporation (Open)

2. Call to Order of the Annual Meeting of the Corporation

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.

5. Election of Officers

Election of officers of the corporation. The Board Chair will discuss with Board members their thoughts regarding the election of officers. The election of officers will be held. Committee assignments may be made.

Download the Conservancy’s Current Officers and Committees Roster (PDF, 125 KB)

6. Establish date, time and location of regular Board meetings

The date, time and location of regular meetings of the Conservancy’s Board of Directors will be the first Wednesday of even-numbered months.  The 2023 dates are as follows:
* April 5, 2023
* June 7, 2023
* August 2, 2023
* October 4, 2023
* December 6, 2023

at 4:00 p.m. at the offices of the Conservancy, 2150 River Plaza Dr., Suite 460, Sacramento, California.

7. Executive Director’s Report – Annual meeting

A report on the state of the Conservancy will be presented by the Conservancy’s Executive Director.

8. Adjournment of the Annual Meeting of the Corporation

Official adjournment of the Annual Meeting of the Corporation.

Regular Meeting of the Board of Directors (Open)

9. 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.

10. Public Comments

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

11. 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 December 7, 2022.

Download the Conservancy’s December 7, 2022 Board meeting minutes (PDF, 216 KB)

12. Authorization to amend signature cards and related financial institution authorizations

Documents necessary for the Conservancy to conduct business with its financial institutions need to be updated from time-to-time, including opening and closing accounts as may be needed to conduct Conservancy business, adding and deleting Board officers as they are elected and/or leave their Board office or the Board of Directors, and providing for security and accounting matters.

The Board is asked to authorize the Conservancy’s Board Officers and Assistant Secretary to sign signature cards and related authorizing documents for the Conservancy’s Wells Fargo Bank, Wells Fargo Investments, River City Bank, Westamerica Bank, City of Sacramento Treasurer’s Office, U.S. Bank, and T. Rowe Price, Optum Bank and Fidelity Investments accounts.

Download the Conservancy’s officer signature resolution (PDF, 67 KB)

13. Barn Repairs

Due to the recent high winds, the Conservancy’s large barn on the Silva tract needed emergency repairs as portions of the roof were torn off, and the North side buckled under the extreme wind conditions. For all the necessary repairs the Conservancy received an estimate of $37,890.00 for the wind damage to the roof and North side, and an additional $5,497.00 for preventative maintenance to block off the lower West side of the barn to reduce air flow into the barn in the future. The total of the emergency repair and preventative maintenance is $43,387.00. Management seeks Board ratification as this emergency repair was completed.

14. 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 any 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, 2023. The Committee will discuss its recommendations with the Board for a cost-of-living and a merit increase in compensation.

15. “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 will discuss their recommendations with 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.

16. City of Sacramento report

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

17. County of Sutter report

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

18. Financial statement review

A financial statement will be provided for the period ended December 31, 2022 (unaudited). Additional financial information will be provided.

Download the Conservancy’s unaudited December 31, 2022 financial statements (PDF, 6 MB)

19. Conservancy endowment funds investment manager

The Conservancy’s endowment funds are managed by T. Rowe Price. Representative Phil Burger of T. Rowe Price will meet with the Board for the purposes of providing the Board with the 2022 annual report on the Conservancy’s endowment funds accounts.

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

• April 5, 2023
• June 7, 2023
• August 2, 2023