Annual Meeting of the Corporation
and Regular Meeting Board of Directors
February 7, 2024
Time and Location
This will be an in-person meeting located at
2150 River Plaza Drive, first-floor conference room, Sacramento, CA 95833.
4:00 p.m. – Executive Session (closed)
4:45 p.m. – Public Session (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.
Executive Session (Closed)
2. Executive Session
Executive Session is scheduled for matters pursuant to Government Code 54957.
Annual Meeting of the Corporation (Open)
3. 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.
4. Public Comments
Opportunity for members of the public to address the Conservancy’s Board of Directors.
5. 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 1, 2023.
Download the Conservancy’s February 1, 2023 Annual Meeting Minutes (PDF, 131 KB)
6. 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.
Download the Conservancy’s Current Officers and Committees Roster (PDF, 132 KB)
7. 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 2024 dates are as follows:
- February 7, 2024
- April 3, 2024
- June 5, 2024
- August 7, 2024
- October 2, 2024*
- December 4, 2024
*Meetings start at 4:00 p.m. with an exception for October 2, 2024, to start at 3:00 p.m. at the offices of the Conservancy, 2150 River Plaza Dr., first-floor conference room, Sacramento, California.
8. Executive Director’s Report – Annual Meeting
A report on the state of the Conservancy will be presented by the Conservancy’s Executive Director.
9. 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)
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 6, 2023.
Download the Conservancy’s December 6, 2023 Board meeting minutes (PDF, 245 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 following accounts: Card Assets, City of Sacramento Treasurer’s Office, Optum Bank, River City Bank, T. Rowe Price, U.S. Bank, and Westamerica Bank.
Download the Conservancy’s officer signature resolution (PDF, 45 KB)
13. Audit of December 31, 2023 Financial Statements, increased expense ratification
Gilbert CPA’s (Gilbert) is under contract for 5 years to perform the annual audit of the Conservancy’s financial statements. For the audit of the December 31, 2023 financial statements Gilbert’s original quoted cost was $27,000.00. Since that quoted price in 2020, there have been new accounting statements issued which will require additional time on the Conservancy’s audit. The budget request is $1,300.00. Management is requesting ratification of $28,300.00 for the audit of the December 31, 2023 financial statements.
14. 2024 Finance Model recalculation, increased expense ratification
Economic and Planning Systems (EPS) has performed the 2024 recalculation of the NBHCP Finance Model. Their contracted amount was $21,000.00. For the Conservancy’s December 6, 2023 Board meeting, staff asked EPS to prepare not just one finance model run, which is typical, but three finance model runs for Board consideration. At its December 6, 2023 meeting, the Conservancy’s Board requested additional finance model runs based on new assumptions. These additional finance model runs are an additional $9,000.00. Management is requesting ratification of this additional finance model expense totaling $30,000.00.
15. Office renovation budget, increased expense ratification
The Conservancy recently completed its office renovation. The initial budget for the project was within the Conservancy’s Executive Directors signing authority. However, as with most construction projects, once construction was underway there were additional costs for things that we hadn’t anticipated previously. The original project budget was $24,000.00. The overage amounts were for additional electrical and adding a new computer network closet. It was less expensive to add the closet while construction crews were on-site rather then to add it in a year or so. The Executive Directors signing authority is $25,000.00, the final office renovation costs were $29,874.48. This item requests Board ratification of the additional $4,874.48 office renovation costs.
16. Habitat land management contract additions
The existing land maintenance contract with Triangle was approved by the Board of Directors on October 7, 2020 and amended on December 7, 2022 (to add tree watering for Conservancy owned trees). This year the Conservancy would like to consolidate several additional tasks that occur with regularity and add them to the land maintenance agreement:
1. PG&E mitigation trees – In 2024, the Conservancy will take ownership of over 300 PG&E mitigation trees which will need continued watering, this amendment will be in the amount of $24,645.00 annually,
2. Atkinson “swamp” mowing – The portion of the Atkinson tract known as the “swamp” needs mowing approximately twice a year in the amount of $2,180.00, and
3. Rosa Central and Rosa East fence line – The southern most fence line along the Rosa Central and Rosa East tracts need annual mowing and maintenance in the amount of $2,790.00.
This proposed amendment aligns with the original agreement for a December 31, 2026 termination date, with an optional two year extension. This item requests the Board authorize the Executive Director, John Roberts, or the Chief Financial Officer, Kimberli Burns, to execute and deliver an amendment which will incorporate the PG&E tree watering, Atkinson mowing, and Rosa East and Rosa Central fence line maintenance, in the amount of $29,615.00.
17. BEMP document extension
In October of 2022 this Board approved a contract for ICF to review and revise the existing Biological Effectiveness Monitoring Program document. This revision was a measure to improve the effectiveness of monitoring through the NBHCP by discovering benchmarks in the NBHCP that have already been met. The current contract expired on December 31, 2023. The new ICF team determined it needed more time.
Conservancy management recommends approval of the amendment to the existing BEMP document contract extending the termination date to June 1, 2024, and authorize the Executive Director, John Roberts, or the Chief Financial Officer, Kimberli Burns, to execute the amendment.
PENDING BOARD APPROVAL
18. Emergency Item, request direction on storm-damaged barn
Conservancy staff seeks guidance from the Board as to filing an insurance claim concerning the substantial damage to the Conservancy’s large dairy barn at the Silva tract complex. The barn was damaged by heavy wind on February 3 and 4, 2024.
The question before the Board is whether to file an insurance claim on the damaged barn with the Conservancy’s insurance broker and/or carrier. This would be the first time in 25 years the Conservancy has filed an insurance claim. However, the level of damage on this matter is so substantial that Conservancy management recommends filing a claim.
Management also understands that filing a claim could mean it may be more expensive and /or more difficult to obtain insurance in the future. A case could be made that the Conservancy should self-finance a solution in order to protect future insurance terms, conditions and premiums. It is possible this could even mean that insurance of this type could be more difficult to obtain in the future due to such a claim.
Action 1: Action is requested to authorize the Conservancy’s Executive Director, John Roberts, or its Chief Financial Officer, Kimberli Burns, to file a claim with the appropriate insurance on one of the above options or any other option the Board may consider.
Action 2: Because the damaged facility represents a safety hazard and risk, management requests allocation of $50,000.00 for any remediation or total collapse and removal of the structure pending indications from the insurance carrier as to whether and to what extent insurance proceeds will be conveyed to the Conservancy to address the storm damage.
19. Elsie tract Williamson Act application
In a continued effort to reduce expenses the Conservancy intends to enroll the 158 acres Elsie tract in a Williamson Act contract with Sacramento County. The Elsie property is one of the largest individual tax bills on the Conservancy’s Sacramento County tax roll.
In previous attempts to enroll the Elsie tract, the Conservancy was met with airport zoning issues. Now that the Conservancy has obtained the neighboring properties of Paulsen South and Central (which are both in the Williamson Act) this will help our case to enroll the Elsie tract.
This item requests Board approval to submit a Williamson Act application with Sacramento County for the Elsie tract and authorize the Executive Director, John Roberts, or the Chief Financial Officer, Kimberli Burns, to execute any required documents to complete this process.
20. Requested get-back re: possible new committee of the Board
Conservancy staff seeks guidance on the Board’s request to present a proposal for the Board’s consideration covering land management. In order for the staff to present on this matter, a discussion with the Board is requested, and guidance sought.
Options that seem most appropriate are as follows:
1.) No structural organization change; additional staff reports at Board meetings on land management matters. No change in reporting other than stepped-up management reporting to the Board at Board meetings on matters of land management.
2.) Add duties to the Board’s Real Estate Committee. Having the Board’s Real Estate Committee, made up of the elected Board Chair and Vice Chair, also include matters of significant land management.
3.) Structural organizational change to bylaws to include formal committee. Establish a formal committee of the Board, including amending the bylaws to include it (significant bylaws amendments require State and federal Wildlife Agency written approval), the requirement that some Board members will be required to serve on multiple committees, and minutes of all committee meetings will be made public.
Action: Management recommends option 1.
21. City of Sacramento Report
Report from the City of Sacramento regarding HCP-related activity and other topics.
22. County of Sutter Report
Report from the County of Sutter regarding HCP-related activity and other topics.
23. Financial Report
A financial statement will be provided for the period ended December 31, 2023 (unaudited). Additional financial information will be provided.
Download the Conservancy’s unaudited December 31, 2023 financial statements (PDF, 1 MB)
24. Background briefing; acquiring and managing mitigation land
The Conservancy’s Executive Director will present to the Board the first of several backgrounders on the topic of land management. At this meeting, the matter of mitigation land on-boarding will be discussed.
25. 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 2023 annual report on the Conservancy’s endowment funds accounts.
26. Executive Director’s Report
Various matters for the Board members’ general information will be presented by the Conservancy’s Executive Director.
Download the Conservancy’s Executive Director’s Report (PDF, 100 MB)
27. 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 3, 2024
- June 5, 2024
- August 7, 2024