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 6, 2018 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 comments.
D. County of Sutter comments.
E. California Department of Fish and Wildlife comments.
F. U.S. Fish and Wildlife Service comments.
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.*
Approval of the April 3, 2019 Board meeting minutes and following consent items is requested.
5. Legal services agreement
The Conservancy has responded to its legal counsel’s request that the 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.
6. Insurance presentation
John Bolce with LP Insurance will review with the Board the Conservancy’s recently renewed insurance policies. The Conservancy presently holds the following polices: Directors and Officers, employee practices liability, package policy includes: general liability, property, auto, inland marine, crime, pollution, workers’ compensation, flood insurance and umbrella.
Management seeks approval of the policies and their coverage limits.
7. City of Sacramento report
Report from the City of Sacramento regarding HCP-related activity and other topics.
8. Financial statement review
Financial statements are provided for the period ended April 30, 2019 (unaudited). Additional financial information will be presented.
9. Biological Effectiveness Monitoring Report for 2018
The Conservancy’s annual biological monitoring report will be presented by the Conservancy’s biological monitoring contractor, ICF International. Doug Leslie will deliver the 2018 report and entertain questions Board members may have.
10. Executive Director’s Report
Various matters for Board members’ general information will be presented by the Conservancy’s Executive Director.
11. Executive Session
Executive Session is scheduled for real estate and performance review and evaluation of the Executive Director. Executive Session for the performance review is pursuant to Government Code Section 54957, Employee performance evaluation.
12. 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.
13. 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.)
14. “Just and reasonable” determination for the Executive Director
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.
Official adjournment of the meeting.