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. Implementation Annual Meeting
IMPLEMENTATION ANNUAL MEETING (Implementation Agreement §5.4)
A. Meeting notes minutes were contained in the June 1, 2016 Board of Directors meeting minutes agenda, previously made available to the Board and approved by the Board.
B. Discussion of Annual Report. Concerns, comments, recommendations.
C. City of Sacramento issues.
D. County of Sutter issues.
E. California Department of Fish and Wildlife issues.
F. U.S. Fish and Wildlife Service issues.
G. Adjourn Implementation Annual Meeting.
4. 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 April 5, 2017.
5. Pump and repair maintenance
On April 5th, this Board approved repairs to five Conservancy pumps to improve pumping efficiency. Upon removal of the Natomas Farms pump it was noted that 28 bearings needed to be replaced. The cost for the additional repairs to this pump is $3,533.38. This item requests ratification of this expenditure.
6. SAFCA Implementation Agreement #8
SAFCA would like to add Implementation Agreement #8 to the Master Agreement for a marsh management contract at SAFCA’s Natomas Farms, Sharma & AKT marsh complexes. This would obligate the Conservancy to manage SAFCA’s managed marsh complexes. The expected start date is September 1, 2017. Substantial adjustments are expected to the Conservancy’s budget for this service. Costs are expected to be approximately $60,000.00 (annual) and revenue is expected to match or exceed this amount.
7. SAFCA Wetlands Monitoring Agreement – Amendment #3
SAFCA has requested additional biological monitoring to SAFCA properties. This amendment would increase the SAFCA monitoring budget by $12,161.00.
8. PG&E ratification
After extensive negotiations and discussion with the state and federal Wildlife Agencies, Sutter County and PG&E (and others), the Conservancy agreed on a less-than-50-acre mitigation with PG&E for its high pressure underground gas pipeline running roughly parallel to the Sacramento-Sutter County line in Sutter County.
The project involves 28 acres of mitigation land. PG&E has settled with the federal and state Wildlife Agencies on a one-to-one mitigation ratio rather than a one-half-to-one ratio. The fee paid to the Conservancy was $1,769,600.00. The deadline for acceptance was Friday, June 2, 2017.
9. 2017 Budget Adjustment
There have been several events that have caused the Conservancy to present a mid-year budget revision for the Board to consider.
When the 2017 Budget was proposed by staff in late 2016, Board and staff shared that there were many variables in the 2017 budget, and should any of these or other events be realized, a mid-year budget revision would be proposed. Since the Conservancy’s auditors check year-end financials against budget as a measure of financial discipline and control, it is important to maintain Board oversight of the budget (budget approval and oversight is one of the three primary functions and duties of a Board member).
The proposed mid-year budget revision is enclosed with this agenda packet. It reflects staff’s best current knowledge as to the most significant changes in financial condition through the end of 2017.
The key issues necessitating a budget revision include:
1.) a decrease in revenue from HCP fees from the City of Sacramento,
2.) a decrease in revenue from HCP fees from the Metro Air Park,
3.) an increase in revenue from non-HCP fees for PG&E for a pipeline easement,
4.) a decrease in revenue from farm rent due to market conditions,
5.) an increase in office equipment for cyber security and equipment, and
6.) legal expenses in excess of approved budget.
Staff recommends that the 2017 mid-year budget revision be adopted by the Board of Directors.
10. Insurance review
John Bolce from LP Insurance will review the Conservancy’s recently renewed policies. Conservancy presently holds the following policies; Directors & Officers, non-hired auto, workers’ compensation, employee practices liability, general liability, umbrella and flood insurance. Management seeks approval of all the policies coverage limits.
11. Financial statement review
A financial statement will be provided for the period ended April 30, 2017 (unaudited). Additional financial information will be provided.
12. Biological Effectiveness Monitoring Report for 2016
The Conservancy’s annual biological monitoring report will be presented by the Conservancy’s biological monitoring contractor, ICF International. Doug Leslie will deliver the 2016 report and entertain questions Board members may have.
13. Biological Effectiveness Monitoring Program Document update
Staff and ICF’s Doug Leslie will update the Board on progress in completing the Biological Effectiveness Monitoring Program Document. This document is the basis for annual biological effectiveness monitoring work for compliance with the NBHCP and MAPHCP. The work is being done prior to releasing a Request for Proposals to conduct biological monitoring work in future years.
14. Executive Director’s Report
Various matters for Board members’ general information will be presented by the Conservancy’s Executive Director.
15. Executive Session
Executive Session is scheduled for performance review and evaluation of the Executive Director. Executive Session for the performance review is pursuant to Government Code Section 54957, Employee performance evaluation.
16. Executive Session
Executive Session for real estate is scheduled.
17. Amending the Employment Agreement between the Conservancy and its Executive Director
The Conservancy Board is asked to authorize the Board Chair, Vice Chair or Secretary 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 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 employment agreement, March 15, 2017.
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 been met and will report to the Board. This item requests the Board make a declaration that the “just and reasonable” test has been met, and further to authorize the Board Chair or Secretary to execute and deliver the 14th Amendment to the Employment Agreement between the Executive Director and the Conservancy, which extends the term of the Agreement for three years beginning March 15, 2017, provides for cost-of-living and merit increase in compensation of 3.04% and _____% respectively.
This action also determines that the compensation for the Chief Financial Officer, Kimberli Burns, meets the “just and reasonable” test as well.
Official adjournment of the meeting.