Orient Land Trust Board of Directors Annual Meeting
Seitz Residence — Valley View Hot Springs
Saturday, March 8, 2008 — 10:00 AM

MINUTES

I. Record attendance — Chris M., Doug B., John E., Dan J., Harold P., Kai-Uwe A., Neil S., Greg G. and Betsy M. present. Amy B. absent with prior notice.

II.  Meeting call to order — Chris called the meeting to order at 10:05 AM and announced the resignation of director Mark H.

III.  Changes to Agenda — Chris announced changes to the agenda as reflected below.

IV.  Minutes from December 8, 2007 Regular Meeting Executive Session and December 9, 2007 Regular Meeting (attached) — John moved to approve the minutes from the December 8, 2007 regular meeting. Doug seconded. No discussion and the motion was adopted: all in favor, none opposed, no abstentions. Harold moved to approve the minutes from the December 8, 2007 Executive Session. Dan seconded. No discussion and the motion was adopted: all in favor, none opposed, no abstentions. Harold moved to approve the minutes from the December 9, 2007 regular meeting. Doug seconded. No discussion and the motion was adopted: all in favor, none opposed, no abstentions.

V.  Questions/comments from guests — Chris welcomed guests Linda and James B., who expressed an interest in joining the board, Chuck B., Terry S. and Barb T.

VI.  Executive Director’s report — Neil discussed his report (attached,) which included information on fundraising (contributions are up 26% from last year,) outreach, education and volunteer programs and current land and ranch projects. Improvements have included work on the heated sidewalks for the main restroom and Oak House, numerous plumbing repairs, new carpet in the Oak House dormitory and new furniture in various accommodations. Neil reported that the Raby Ranch on County Road GG had been sold to a private party. John suggested an organized approach to the new property owners to mitigate development issues. Neil discussed the ongoing issues with drinking water quality issues. Having requested a public hearing regarding the Colorado Department of Health and Environment decision to require the water to be treated, OLT was advised to hire an attorney. Barb has been researching candidates. OLT has had waivers of disinfection regarding drinking water since 1994 and Neil discussed the various factors that can affect water quality. Kai noted similar issues with testing in forest service campgrounds, in that a tap can test fine one day and poorly the next day and then fine again. If the OLT is not successful in obtaining a waiver of disinfection again, disinfection equipment must be installed immediately. A cease and desist order on the water supply is a possibility, in which case water might have to be trucked in until a chlorination or other disinfection (ozone or ultra-violet) system is installed.
As part of OLT’s ongoing review process, Greg reported on compliance with LTA Standards Compliance #12 Fee Land Stewardship (attached.) His document lists strengths and challenges faced by OLT in regard to lands held in fee simple title for conservation purposes. These include the Everson Ranch and the Orient Mine. Greg noted that OLT needs work to be in full compliance with this LTA Standard, including establishing stewardship policies and procedures. Staff will continue to work with the board and Land Action Committee to do so.

VII.  Secretary’s report/Correspondence — There was no correspondence from the secretary.

VIII.  Treasurer’s report —

a.  John presented the latest income statements, balance sheet and cash flow statement (attached,) noting OLT is entering its quiet months, with revenues down as expected. Neil noted it was an exceptionally cold and snowy January and February. March is considered a neutral cash flow month, with revenues again picking up in April, June and into the summer months. OLT is in a strong position regarding assets vs. liabilities. Harold moved to approve the Treasurer’s Report. Dan seconded. There was no further discussion and the motion was adopted: all in favor, none opposed, no abstentions.

b.  John presented a draft of the Review of the 2007 OLT audit. He said the exit interview in February with the auditor went well, and the auditor was impressed with the financial position and procedures of OLT. John said the trends for the organization are important in retiring debt and putting aside monies for future expenditures. Room for improvement was noted in payroll oversight, (having a non-staff person reviewing the payroll, which John will be doing) and a review of the check stock, which as been done regularly anyway. Updated staff evaluations and a yearly audit also were recommended.

c.  Annual review of Operating Checking Balance unrestricted amount (currently $40,000 minimum) — John moved that OLT maintain the status quo with a minimum balance of $40,000 to be held in reserves for operating expenses. Dan seconded. The motion was adopted: all in favor, none opposed, no abstentions.

d.  A recommendation from the auditor’s report was to increase frequency of the CPA review. There currently is a full audit every other (even) year, but a review on odd years would be helpful for continuity. Additional cost was estimated $1500 to $2500 every other year. John moved that the board authorize the auditor, and any future auditors, to conduct a review in non-audit years. Harold seconded. Greg noted the yearly review/audit would be helpful in grant applications as some grantors require such current information. The motion was adopted: all in favor, none opposed, no abstentions.

e.  Neil discussed restricted funds, investments and winter loss situations which lead to greater expenses to explain the planned increase to maintain $90,000 minimum in the account.

f.  Stats Charts (attached) — The stats charts reflected the busy summer and increased revenues as well as other line items as shown in the treasurer’s reports.

IX.  Committee reports —

a.  Board Development Committee —

  1. Chris noted that Amy will present director surveys in Executive Session to be held tomorrow (Sunday.)
  2. Liaisons to OLT Bylaw language change — this item will be postponed until the June meeting.
  3. Forum-based communications — Chris discussed the breakdowns in board communications in 2007due to email difficulties. He suggested the Board Development Committee would take the lead in trying to smooth out communications, which could include a forum based message board-type system, as well as an updated email system. Board consensus was that this would be a good idea to pursue.

b.  Resource Development Committee — Greg said the committee members have been trying to clarify the committee’s goals and mission statement. There was discussion of each committee reviewing and bringing its own mission statement to the board for approval on an annual basis. Discussion of this topic resumed after the lunch break. Greg and Barb reviewed a conference call (notes attached) which was a preliminary review of the mission statement, and in particular items relating to fundraising, which they had hoped to bring finalized to the board. The committee will continue to refine its mission, with board input, for acceptance of a final mission statement at the June board meeting.

c.  Land Management Plan Committee — The committee has been developing a Baseline Documentation Report (BDR) policy. The board will consider this policy for acceptance tomorrow (Sunday.) Doug discussed his report (attached) which outlined the committee’s ongoing work including creating baseline documentation and management plans for individual properties; pursuing a contingency plan for preserving protection and creating a stewardship policy.

d.  Land Action Committee — Mark has resigned and it is not clear as to the status of this committee. Kai volunteered to work on the committee, which Greg said he would like to see draft a Strategic Conservation Plan that he can use in grant applications and public outreach.

e.  Discussion of Baca Drilling Status (added) — Kai reported that a letter (attached) expressing OLT environmental concerns had been submitted by the deadline to the US Fish and Wildlife regarding proposed test well drilling at the Baca. The EPA found the Fish and Wildlife report to be inadequate, and will probably then require an environmental impact statement. This could result in a more complex review of the proposal and another period of public input.

f.  Visitor Experience Committee — Dan reported on the conference call in which committee members established a mission statement and discussed various issues of concern to the visitors. Harold moved to accept the mission statement of the Visitor Experience Committee. John seconded. Following some discussion of topics covered in Dan’s report (attached,) the motion was adopted: all in favor, none opposed, no abstentions.

Following a 30 minute lunch break, the meeting resumed at 1:45 PM.

X.  Questions/comments from guests — Bethany M., who has been working on an OLT land management plan, joined the audience.

XI.  Unfinished business —

a.  Accept 2008 proposed budget (attached) — The budget as presented is unchanged from the last conference call. There was some additional discussion of the matching grant line item for a new waste treatment facility. A grant has not been received, but the budget needs to allow for that possibility in this and future years. John suggested quarterly updated budgets be provided to the board to show how the budget is faring as the year progresses. It was agreed the budget for 2009 will be in a more finalized version for the December 2008 board meeting. Doug moved to accept the 2008 budget, Version Final 1. Dan seconded. There was no further discussion, and the motion was adopted: all in favor, none opposed, no abstentions.

b.  Acceptance of the Endowment Fund Declaration (attached) — John explained that the Investment Committee had developed the Endowment Fund Declaration and was recommending it to the board for approval. The purpose of the Declaration is to establish the purposes and administration of the Endowment Fund. Following John’s explanation of key points in the Declaration, John moved to accept the Endowment Fund Declaration with corrections to numbering on section 3.6, and in section 6.1 to delete the words “borrowing, mortgaging and pledge.” Doug seconded. There was no further discussion and the motion was adopted: all in favor, none opposed, no abstentions. The Investment Committee will make a recommendation to the board for another section in the Declaration to allow for extraction of funds to defend a conservation easement (see section 3.5.) It was also agreed to address in June a motion to formalize Investment Committee Membership.

c.  Accept Investment Policy (attached) — John outlined the policy, which includes sections for Introduction and Scope, Investment Objectives, Delegation of Authority, Prudence, Eligible Investments and Transactions, Investment Diversification, Investment Maturity and Liquidity, Competitive Transactions, Selection of Financial Institutions and Broker/Dealers, Selection of Banks and Savings and Loan, Reporting and Policy Revision. John moved that the board accept the Investment Policy with amendments to sections IX and XII. Doug seconded. There was no further discussion and the motion was adopted: all in favor, none opposed, no abstentions.

d.  Accept Gift Acceptance Policy (attached) — Greg outlined the policy, which sets out the methods for accepting, or not accepting, gifts to OLT, and how the gifts are to be managed. The Resource Development Committee has worked to draft the policy and is recommending it to the board for acceptance. There was some discussion of the individual points in the policy. Dan moved to accept the Gift Acceptance and Administration Policy. Doug seconded. There was no further discussion and the motion was adopted: all in favor, none opposed, no abstentions.

e.  Work Plan —

  1. Neil was to split the plan into Administrative and Capital Improvements sections; this was postponed until the June meeting.
  2. Greg created his work plan, which was email to the board 1/4/08 and praised by the board.
  3. Both plans were to include “Functional Absolutes;” there was some discussion as to the meaning of this term and if those items should be included in the job descriptions and/or performance evaluations.

f.  Review/status draft Capital Improvements Plan — Neil presented an OLT Visitor Experience Plan (attached) which outlines maintenance issues and future improvements. The board commended Neil on the comprehensive report. Harold made an amended motion to his original motion to propose that the Visitor Experience Committee review the unfinished projects and safety issues in the Visitor Experience Plan and based on input from the ED bring a prioritized list of these projects with itemized cost and timelines for completion for each to the June board meeting with the understanding that work can proceed on any of these between now and the June board meeting. Kai seconded. Following discussion, the motion was not adopted: 2 in favor, 3 opposed, no abstentions. Chris suggested that Neil could continue to work on unfinished projects, but at the same time the Visitor Experience Committee could review the plan to prioritize and assess budget considerations. John agreed, suggesting that unfinished projects could be finished while the Visitor Experience Committee addresses new projects. Dan proposed that that the Committee will address immediate safety issues in the plan, and discuss prioritizing new projects with timelines and cost estimates for presentation to the board. He will report back to the board at the June meeting.