Compensation & Governance Committee Meeting
February 3, 2020

Time and Location

4:00 p.m.
(Meeting in Conservancy office)


Meeting facilities are accessible to persons with disabilities. If you require special assistance to participate in the meeting, notify the Conservancy’s office at (916) 649-3331 at least 48 hours prior to the meeting.


1. Call to Order of the Meeting of the Compensation & Governance Committee

The Committee Chair will call the meeting to order if a quorum is present. Announcements may be made at this time.


2. Public Comments

Opportunity for members of the public to address the committee.


Action item

3. Approval of the minutes

The Committee Chair will request approval of the minutes of the Committee meeting of December 3, 2019.

Download the December 3, 2019 Compensation & Governance Committee minutes (PDF, 57 KB)


Action item

4. Bylaws update

The Conservancy, in consultation with Best, Best and Krieger, have proposed amendments to reflect current legal and procedural changes. Management seeks committee recommendation for Board approval of the proposed amendments.

Download the Conservancy’s proposed updated Bylaws (PDF, 377 KB)


Action by consent

5. “Just and reasonable” determinations for the Chief Financial Officer

The Board is required to determine that changes to a chief financial officer’s compensation 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 item requests the committee review and make a recommendation to the Board. The Board will make a declaration that the “just and reasonable” test has been met for the Chief Financial Officer.

Download the Conservancy’s Chief Financial Officer’s “Just and Reasonable” report (PDF, 377 KB)


6. Adjournment

Official adjournment of the meeting.