Board of Directors Agenda

2150 River Plaza Drive, Suite 460
Sacramento, CA 95833

Regular Meeting of the Board of Directors

April 6, 2016

4:00 p.m
(Meeting in 1st floor Large Conference room)

Upcoming Regular Meetings

May 4, 2016
June 1, 2016
August 3, 2016

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

The Board Chair will request approval of the minutes and consent items of the Board of Directors meeting of March 2, 2016.

Download the March 2, 2016 Minutes (PDF, 181 KB)

4. Change in Conservancy insurance broker

The Conservancy’s insurance broker, Wells Fargo Insurance Services, notified the Conservancy that its business lines were moving from Sacramento to Arizona. The Conservancy was given a contact phone number of a person in Arizona who was designated as the Conservancy’s lead contact, and the Conservancy has never heard from her.

Since most of the Conservancy’s policies were up for renewal, and since the Conservancy relies on a good and close working relationship with its insurance broker for risk management considerations, Conservancy staff authorized a new local insurance broker, LP Insurance Services, Inc., to be the Conservancy’s broker of record. No insurance carrier changes were made with this action.

This item requests the Board ratify staff’s decision to re-designate the Conservancy’s insurance broker of record from Wells Fargo Insurance Services to LP Insurance Services.

Download the Conservancy Insurance Broker information (PDF, 1.6 MB)

Download TNBC List of Policies (PDF, 56 KB)

5. Accept the Conservancy’s December 31, 2015 audited financial statement

The Audit Committee reports on the audited financial statements for the year ended December 31, 2015. The Committee has reviewed the audit report with the auditor, Gilbert & Associates. The auditor has issued a clean opinion on the Conservancy’s 2015 financial statement. The Committee recommends the Board accept the audit, along with the auditor’s report contained in the financial statements for the year ended December 31, 2015.

Download the Audited Financial Statements, December 31, 2015 (PDF, 671 KB)

6. Amending the Employment Agreement between the Conservancy and its Executive Director

The Conservancy Board is asked to authorize the Board Chair to execute and deliver an amendment to the existing employment agreement between the Conservancy and its Executive Director. The Compensation and Governance Committee has met and is recommending to the Board that it authorize an adjustment in compensation and 2016 staff budget, if necessary, for the Executive Director and further, that the employment agreement between the Conservancy and the Executive Director be renewed for a period of three years, beginning at the anniversary date of the existing employment agreement, March 15, 2016.

The Board is required to determine that changes to a chief executive 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 believes this standard has met and will report to the Board.

Download the Amendment to Employment Agreement (PDF, 290 KB)

7. Biological effectiveness monitoring report for 2015

The Conservancy’s annual biological monitoring report will be presented by the Conservancy’s biological monitoring contractor, ICF International. Doug Leslie will deliver the 2015 report and entertain questions Board members may have. Full hard copy reports will be available to the Board at the next regular meeting of the Board.

8. Financial statement review

A financial statement will be provided for the period ended February 29, 2016 (unaudited). Additional financial information will be provided.

Download the February 29, 2016 Financial Statements (PDF, 1 MB)

9. Update on 2015 Groundwater Exchange Program groundwater recovery metrics; new information

Board members requested that the Board be kept apprised of groundwater recovery metrics with respect to Conservancy groundwater wells that participated in the 2015 Groundwater Exchange Program. Staff will provide updates on groundwater recovery in the Natomas Basin with specific reference to the 2015 Groundwater Exchange Program and the Conservancy’s participating groundwater wells.

Download the 2015 Updated Groundwater Recovery Metrics (PDF, 1 MB)

10. Briefing on proposed 2016 Groundwater Exchange Program; new information

The Natomas Central Mutual Water Company (NCMWC) has advised that a potential buyer has surfaced this year for participation in a program consistent with 2015’s Groundwater Exchange Program. However, it appears the buyer has withdrawn from the transaction. Staff will update the Board on the status of the situation.

Download the 2016 Groundwater Exchange update (PDF, 161 KB)

11. Update on State of California Board of Equalization letter regarding assessment methodology and County of Sutter’s property tax assessments; County of Sutter Assessor

Conservancy staff will update the Board on progress in the matter of the County of Sutter Assessor’s compliance with instructions from the State of California Board of Equalization in its letter and action pursuant to that letter and property tax relief for the Conservancy.