Board of Directors Agenda
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 minutes and consent items of the Board of Directors meeting of February 1, 2017.
4. Dismissal of Board member
This item requests Board authorization to dismiss Charee Thurman from her Board seat by reason of non-participation and absence. A letter from the Sutter County Board of Supervisors has authorized this action.
5. Pump and repair and maintenance
Based on recent pump testing completed by Knutsen Pump Testing, 4 pumps were determined to be in need of service and modification to improve pumping efficiency.The maintenance on the pumps will increase the gallons per minute (GPM) output performance and reduce energy cost. The cost of the service is expected to be $40,971.
6. Natomas Farms road repair
Due to SAFCA’s use of the Natomas Farms road during soil mining operations degraded them. SAFCA has agreed to fund the repair of the Natomas Farms interior road. This work began this winter with an emergency repair to be followed up this spring by final repairs. All repairs are billed to SAFCA as agreed. The amount of the repairs is anticipated to be $28,734.12.
7. Legal services agreement
The Conservancy has responded to its legal counsel’s request that legal services agreement be entered into between the Conservancy and its legal counsel, Best, Best & Krieger. In the past, the Board has noted the importance of having Ed Quinn as the key representative of the firm in matters pertaining to the Conservancy.
The agreement presented here requests the Board’s authorization of the Conservancy’s Executive Director to execute and deliver an agreement which continues the services of Ed Quinn of the firm Best, Best & Krieger as Conservancy legal counsel under the same terms and conditions as the existing agreement.
8. Accept the Conservancy’s December 31, 2016 audited financial statement
The Audit Committee reports on the audited financial statements for the year ended December 31, 2016. The committee has reviewed the audit report with auditor Gilbert & Associates. Gilbert Associates has issued a clean opinion on the Conservancy’s 2016 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, 2016.
9. IRS Form 990
As a “best practice,” and to respond affirmatively to the Conservancy tax reporting with the IRS, this item presents the Conservancy’s 2016 IRS Form 990 for Board review. The Board of Directors may comment on the filings with state and federal tax authorities.
10. Water Discharge Agreement
TNBC is working with PG&E regarding installation of a high-pressure gas line. The impacted property is the Huffman East tract. PG&E is requesting an agreement to discharge water via a sprinkler system to 19 southerly acres of the Huffman East tract as well as place a temporary above-ground pipeline for purposes of discharging water on other property not owned by the Conservancy. TNBC expects approximately $34,779 in payment from PG&E for this accommodation. This payment includes funds to be dispersed to Conservancy and the tenant farmer for crop loss, field prep and weed control.
11. Financial statement review
A financial statement will be provided for the period ended February 28, 2017 (unaudited). Additional financial information will be provided.
12. Meeting with legal counsel on Board and staff rights and responsibilities
For many years, the Board has periodically entertained briefing with respect to Board members’ responsibilities and obligations, including duty of care, duty of loyalty and a discussion of the business judgment rule among others. Attorneys Kara Ueda, Isabel Safie and Ed Quinn of Best, Best & Krieger will provide Board members with a brief overview and be available to respond to questions. (The last such Board briefing was in February 2016.)
13. Executive Director’s Report
Various matters for Board members’ general information will be presented by the Conservancy’s Executive Director.
14. Executive Session
Executive Session is scheduled for real estate.
Official adjournment of the meeting.