Annual Meeting
of the Corporation
and Regular Meeting
Board of Directors
February 4, 2026
4:00 p.m.
This will be an in-person meeting located at
2150 River Plaza Drive, first-floor conference room, Sacramento, CA 95833.
Annual Meeting of the Corporation (Open)
1. 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.
2. Public Comments
Opportunity for members of the public to address the Conservancy’s Board of Directors.
3. Approval of the Annual Meeting of Corporation Minutes
The Board Chair will request approval of the minutes of the Annual Meeting of the Corporation on February 5, 2025. The draft February 5, 2025 Annual meeting minutes were included in the April 2, 2025 agenda for Board review.
Download the Conservancy’s signed February 5, 2025 Annual meeting minutes (PDF, 2 MB)
4. Election of Officers and Committee Assignments
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.
5. 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 2026 dates are as follows:
- February 4, 2026
- April 1, 2026
- June 3, 2026
- August 5, 2026
- October 7, 2026
- December 2, 2026
Meetings start at 4:00 p.m. at the offices of the Conservancy, 2150 River Plaza Drive, first-floor conference room, Sacramento, CA 95833. Location and time are subject to change.
6. Executive Director’s Report – Annual Meeting
A report on the Conservancy’s program of work will be presented by the Conservancy’s Executive Director.
7. 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)
8. 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.
9. Public Comments
Opportunity for members of the public to address the Conservancy’s Board of Directors.
10. 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 December 3, 2025.
Download the Conservancy’s signed December 3, 2025 Board meeting minutes (PDF, 4 MB)
11. 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 including the Assistant Secretary to sign signature cards and related authorizing documents for the Conservancy’s following accounts: City of Sacramento Treasurer’s Office, Elan/TravelBank credit cards, Optum Bank, PayPal, River City Bank, T. Rowe Price, U.S. Bank, and Westamerica Bank.
If you would like a copy of the document included in this item, please contact the Conservancy office.
12. Corporate Credit Card Changes
Currently, the Conservancy has three corporate credit cards via Elan/TravelBank, each with a $10,000.00 limit. This item requests Board approval for two additional corporate credit cards for field services staff, each with a monthly $1,000.00 limit to be used for any and all vehicle related expenses.
This item requests:
- Board authorization to add two new corporate credit cards, both for field services staff, each with a monthly $1,000.00 limit for any and all vehicle related expenses, and
- authorize and direct either the Conservancy’s Executive Director, John Roberts, or Chief Financial Officer, Kimberli Burns, to take all action deemed necessary or appropriate to implement this change.
13. Summary Plan Description Update
The Conservancy’s Summary Plan Description (SPD) was last updated and approved by the Board of Directors on April 3, 2024. The updated SPD was presented to the Board’s Compensation & Governance Committee for review and recommendation to the Board with changes and adjustments as suggested by legal counsel.
If you would like a copy of the document included in this item, please contact the Conservancy office.
14. Document Retention and Destruction Policy
The Conservancy’s Document Retention and Destruction Policy was last updated and approved by the Board of Directors on April 2, 2025. The updated Document Retention and Destruction Policy was presented to the Board’s Compensation & Governance Committee for review and recommendation to the Board with changes.
If you would like a copy of the document included in this item, please contact the Conservancy office.
15. Travel and Other Expense Reimbursement Policy
The Conservancy’s Travel and Other Expense Reimbursement Policy was last updated and approved by the Board of Directors on December 4, 2024. The updated Travel and Other Expense Reimbursement Policy was presented to the Board’s 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.
16. Authorization for Farm Air to Utilize Landing Strip on the Conservancy’s Bianchi West Tract
The only remaining agricultural aircraft operator in the Natomas Basin is Farm Air Flying Service, Inc. (Farm Air). The Conservancy and its tenants use Farm Air, and without the firm operating in the Basin, costs would likely rise, and delays in planting crops could also result. (Rice is most frequently seeded by air.) Farm Air has requested permission to use the Conservancy’s portion of the Bianchi West tract landing strip for use in serving its customers, including the Conservancy and its tenants. Before acquiring the Bianchi West tract, the Conservancy completed Phase One and Phase Two environmental testing on the airstrip. This was done in order to ascertain the level, if any, of toxicants in the soil at the landing strip site. (The studies revealed acceptable levels, so the Conservancy moved forward with its acquisition of the tract.) With this baseline data, the Conservancy can keep track of the status of soils on and around the runway. Staff requests authorization to enter into an agreement with Farm Air to allow it to utilize the Conservancy’s portion of the Bianchi West landing strip. The agreement with Farm Air would include the following restrictions, among others:
- the authorization is effective February 4, 2026 – December 31, 2027,
- only seed and fertilizer are permitted to be used on the landing strip,
- no pesticides may be used on the strip without the written authorization of the Conservancy’s Executive Director,
- only in-Basin sites may be served by Farm Air from the landing strip, and
- a properly executed agreement must be in the Conservancy’s office prior to Farm Air’s use of the landing strip, and that the agreement contain the Conservancy’s standard indemnification, hold harmless protections, and that the Conservancy be named as an additional insured on the relevant Farm Air insurance policy or policies.
The Executive Director expects no authorization request for pesticide use on the landing strip. However, there could be special occasions that might warrant such authorization, but only for use by the Conservancy or its contractors and tenants.
This item requests:
- Board approval for Farm Air to continue to utilize the landing strip on the Conservancy’s Bianchi West tract, and
- authorizes and directs either the Conservancy’s Executive Director, John Roberts, or Chief Financial Officer, Kimberli Burns, to take all actions deemed necessary or appropriate to implement this action.
17. “Just and reasonable” Determinations for the Chief Financial Officer
The Board is required to determine that changes to 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 Chief Financial Officer.
18. Expense Approval – New Mower and Implements
The Board-approved 2026 budget included a line item for a new mower and implements for the field services staff to use on Conservancy properties. The budgeted amount for this equipment is $180,000. The projected cost for the mower and implements is approximately $165,000.
This item requests:
- Board approval to purchase the new mower and implements with a projected cost of $165,000,
- also requested is a 10% contingency to allow for any unforeseen circumstances, bringing the total maximum possible to $181,500, and
- authorizes and directs either the Conservancy’s Executive Director, John Roberts, or Chief Financial Officer, Kimberli Burns, to take all actions deemed necessary or appropriate to implement this action.
19. Westervelt Project Oversight
During the final phase of the Bennett North and Nestor marsh construction projects in 2025, Westervelt Ecological Services, the Conservancy’s construction manager, ran overbudget by $34,354.00, largely due to Stormwater Pollution Prevention Plan (SWPPP) monitoring and oversight of Conservancy-initiated change orders with the contractor.
The 2025 budget for the restoration and enhancement project was $3,031,800.00. As of December 31, 2025, expenses for the marsh construction projects totaled $2,388,459.07, with $643,340.93 remaining. Should the Board approve this requested expense, the amount remaining would be $613,066.93.
Management requests:
- Board approval of an amendment to the current service agreement with Westervelt Ecological Services for Bennett North and Nestor marsh construction project oversight, totaling $34,354.00, and
- 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.
20. Proposed Insurance Broker of Record and Carrier Changes
This item requests Board approval for the Conservancy to change its Insurance Broker of Record to CalNonprofits Insurance Services effective 02/04/2026. Insurance coverage with the proposed new broker of record will continue with the following policies: auto, crime, cyber, directors and officers (D&O), employee benefits liability, employee practices liability (EPL), flood, general liability, inland marine, pollution, property, workers’ compensation, and umbrella (also known as excess).
Broker proposes changes to the following policy lines for greater coverage:
- General liability
- Property/Inland marine
- Commercial excess
Total estimated savings for the above-mentioned changes is $10,000.00.
The Board’s Finance Committee will review with the Board its recommendations for the change in insurance broker of record and carrier changes.
This item requests Board approval:
- to change the Conservancy’s insurance broker of record to CalNonprofits Insurance Services,
- to make requested carrier changes, and
- authorizes and directs either the Conservancy’s Executive Director, John Roberts, or Chief Financial Officer, Kimberli Burns, to take all actions deemed necessary or appropriate to implement this action.
21. Natomas Central Mutual Water Company Annual Meeting of Shareholders
The annual election of Directors of the Natomas Central Mutual Water Company (NCMWC) takes place on February 10, 2026, at 10:00 a.m. The Conservancy holds 4,195 shares of stock in NCMWC (out of approximately 30,272). This year there is a contested election with seven seats and nine candidates. The Conservancy’s Board has traditionally authorized casting ballots for candidates committed to preserving the NCMWC’s historic policy of keeping the NCMWC stock linked to the land owned by the shareholders (that is, not allowing the stock to be severed from the land). An additional consideration is a commitment to continuing the NCMWC as a viable entity committed to providing sustainable water delivery to customers.
This item authorizes the Conservancy’s votes to be tendered to the NCMWC Board of Directors for its voting, and authorizes the Conservancy’s Executive Director to vote the Conservancy’s shares in what he determines to be in the Conservancy’s best interest.
22. City of Sacramento Report
Report from the City of Sacramento regarding HCP-related activity and other topics.
23. County of Sutter Report
Report from the County of Sutter regarding HCP-related activity and other topics.
24. Financial Report
A financial statement will be provided for the period ended December 31, 2025 (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.
25. Williamson Act Property Enrollment Update (Elverta)
Conservancy staff will update the Board on the Williamson Act Property Enrollment for the Elverta tract.
26. Endowment Funds Investment Overview
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 purpose of providing the Board with a 2025 year-end report on the Conservancy’s endowment funds accounts.
27. Executive Director’s Report
Various matters for the 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)
28. Executive Session
Executive Session is scheduled for real estate and litigation matters pursuant to Government Codes 54956.8 and 54956.9 respectively.
Regular Meeting of the Board of Directors (Open)
29. 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 1, 2026
- June 3, 2026 (Implementation Annual Meeting)
- August 5, 2026