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.*
Approval of the February 6, 2019 Board meeting minutes and following consent items is requested.
4. Approval of proposed revision to the December 5, 2018 minutes
At its last meeting, the Board approved a revision to the December 5, 2018 minutes to reflect that Anthony Van Ruiten made the motion to approve agenda items 6, 7 and 8 regarding various farming leases rather than Jeff Norton. Board member Anthony Van Ruiten was not in attendance at that meeting and meeting notes show Board member Jeff Norton made the motion.
The December 5, 2018 minutes presented for approval are the original minutes previously presented to the Board and if accepted, nullify the correction made at the February 6, 2019 Board meeting so that the minutes of the December 5, 2018 Board meeting stand as originally submitted.
5. Approval of proposed revision to the October 4, 2017 minutes
At the October 4, 2017 Board meeting, the Board approved a land management contract with a 10 percent contingency. Due to oversight by staff, the motion was presented in the minutes without including the 10 percent contingency. This item, if approved, amends the October 4, 2017 Board meeting minutes to include the motion’s 10 percent contingency.
6. Accept 2018 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 2018 IRS Form 990 for Board review. At its last meeting, the Audit Committee reviewed the 2018 Form 990 as presented. This item acknowledges the Board has had an opportunity to review the Conservancy’s 2018 Form 990.
7. Accept the Conservancy’s December 31, 2018 audited financial statement
The Audit Committee has reviewed the audit report of the December 31, 2018 financial statements with the Conservancy’s auditor, Gilbert & Associates (Gilbert). Gilbert has issued a clean opinion on the Conservancy’s 2018 financial statements. At its last meeting, the Audit Committee accepted the 2018 audit report as presented. This item recommends the Board accept the audited financial statements as presented for the year ended December 31, 2018.
8. City of Sacramento report
Report from the City of Sacramento regarding HCP-related activity and other topics.
9. Financial statement review
Financial statements will be provided for the period ended February 28, 2019 (unaudited). Additional financial information will be provided.
10. Placer Nevada South Sutter North Sacramento (PNSSNS) Member requirements
This item includes staff providing an organization overview of the PNSSNS subwatershed and the responsibilities of the Conservancy in relation to the subwatershed and the Waste Discharge Order.
11. Land Management vs. Property Maintenance
Conservancy staff will share with the Board a change to the organization’s identification of two financial statements accounts, which will receive more descriptive name changes. Staff will discuss the expenses included in the accounts.
12. Proposed Paso Verde School update
The Natomas Unified School District (NUSD) has proposed to locate a school nearly adjacent to the Conservancy’s Fisherman’s Lake Reserve Area. Conservancy staff has communicated on a number of occasions with consultants preparing the EIR on behalf of the NUSD, and the Board of Directors discussed this matter at its last Board meeting.
At the last Conservancy Board of Directors meeting, Conservancy staff was directed to follow the matter on behalf of the Conservancy and coordinate with other interested parties as well. Conservancy staff will update the Board on the matter.
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.
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. Amending the Employment Agreement between the Conservancy and its Executive Director
The Compensation and Governance Committee has met and will make recommendations to the full Board of Directors. The recommendation to the Board would begin at the anniversary date of the employment agreement, March 15, 2019.
This item requests the Conservancy Board authorize the Board Chair, Vice Chair or Secretary to execute and deliver the 17th Amendment to the Employment Agreement between the Conservancy and its Executive Director.
17. Adjustment to Executive Director compensation
The Compensation and Governance Committee has met and recommends the Executive Director’s compensation be adjusted beginning March 15, 2019. The committee will discuss its recommendations with the Board for a cost-of-living and a merit increase in compensation of _____% and _____% respectively. (Blanks to be determined by the Board.)
18. “Just and reasonable” determinations for the Executive Director and the Chief Financial Officer
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 for the Executive Director and Chief Financial Officer.
Official adjournment of the meeting.