Sunday, July 12, 2015

Wintonbury Land Trust - 2015 Annual Meeting Notes (June 10 at Seabury Retirement Community)

Wintonbury Land Trust Annual Meeting
June 10, 2014 – 6:30 P.M.
Seabury Retirement Community, Heritage Hall
Seabury Drive, Bloomfield

1.      Committee Reports
a.      Financial Committee - Vikki Reski provided 2014/2013 Bank Summaries (see attached).    Ending bank balances as of May 31, 2012 were:  $1,267.51 checking, $39,436.98 savings, $39,314.48 restricted.    
b.      Acquisitions Update – Dale Bertoldi reported that WLT closed on the 45-acre Hawk Hill Farm on April 23, 2015.  A 1-year lease has been executed with a farmer who will pasture Scottish Highland Cattle on the fields.  For longer term use of the property, a community committee is being formed to review all farmer applicants and to design a rolling 5-year lease that would begin in 2016 after the expiry of the 1-year lease.  Trails open to the public will be maintained on the property.  More immediately, WLT needs to raise money to rehabilitate the barn.  We will need approximately $60,000 in total; our near-term goal is to raise half of that amount by October, 2015. This will enable us to stabilize the barn for winter use by the farmer.  Chip Caton is chairing the “Save the Barn” Campaign; contact Chip at if you’d like to help in any way.
c.      Stewardship Update – Vikki Reski provided an update on Lisa Lane Farm.  A number of groups including the Land Trust have partnered to set up 15 new Community Garden Plots at Lisa Lane, all of which have been rented for the season.  Kevin Gough followed Vikki’s report with a progress report on Thrall Farm.  Our Farm Partner, Newgate Farms, is on track (by the terms of the equity lease) to own the property within the next several years.  Kevin confirmed that WLT will retain a conservation easement on the property ensuring that it remains agricultural in perpetuity. 
d.      Upcoming Events – Our next event will be “It All Happened on the Farmington River” on July 1st.  We are cosponsoring this presentation by Dr. Eileen Fielding with Prosser Library.   Future events will be announced in our e-newsletter.
e.      Capacity Building – Dale reported that At&T had withdrawn its Van Otterloo Cell Tower land-rental proposal due to the inability to negotiate terms with the MDC. AT&T required a right-of-way from the MDC to access the rear portion of the Van Otterloo parcel.  The Board requested a motion from membership to investigate the option of selling one or two properties that are building lots.  These properties were donated to the Land Trust with no restrictions.  Proceeds would be used to build the Land Trust’s reserves.  That motion was made, seconded, and passed unanimously. 
2.      Bylaw Amendment
a.      Review and Discussion of Proposed Amendment - Paula Jones provided a brief explanation of and rationale for the proposed amendment (see page 3).
b.      Member vote on motion to approve changes - A motion to approve the proposed amendment passed unanimously.   
3.      Election of Directors
a.      Vikki Reski and Doris Johnson are stepping down from the Board.  Since Doris works for the CT DEEP, and the Land Trust has applied for several grants funded through the DEEP, Doris thought it would be prudent to step down to avoid potential conflict-of-interest issues.  Vikki is stepping down after many years of dedicated service on the Board, first as Secretary and more recently as Acting Treasurer.   Vikki hopes to be able to spend more time on Land Trust stewardship.  She also recently accepted a position on AuerFarm’s Board, and hopes to foster collaboration between the two non-profits.
b.      A motion was made to elect the slate of nominees as presented.  The motion passed unanimously.   
4.      New Business – There was no new business. 
5.      Adjournment of Member Annual Meeting – Member meeting adjourned at 7:25 p.m. 
6.      After a social gathering with desserts and beverages provided by Seabury, WLT Director Jim Trail kicked off the programming portion of the evening.  Jim talked about the synergies he found between his volunteer activities as a Seabury resident and as a Land Trust Director.  Our guest speaker, Julie Victoria, then provided an interesting presentation on the revision of Connecticut’s Wildlife Action Plan.  Information is also available at .
Proposed Amendment to Wintonbury Land Trust, Inc. Bylaws 
The Wintonbury Land Trust Board adopted its current “Code of Ethics and Conflict of Interest Policy” on April 21, 2013.   We should include a reference to this policy for handling conflicts of interest in our Bylaws to be consistent with Land Trust Alliance Standards & Practices. 
The language in the proposed new Article VII (below) is identical to that in Hartland Land Trust’s Bylaws, and was provided to them by an attorney.  Diane Mack reviewed this language for Wintonbury Land Trust, and indicated that she found it satisfactory.  We reviewed the CT General Statute and IRS references cited in the proposed Article VII, and we believe our current COI policy is compliant with the referenced state and federal statutes.  
Proposed Changes to the Bylaws (last amended June 18, 2014): 
1.  Insert a new Article VII to read as follows: 

Section I.  Procedures.  The Trust shall adopt procedures to assure that any potential “Director’s Conflicting Interest Transaction” as that term is defined in Section 33-1127 of the Connecticut General Statutes, or any potential “Excess Benefit Transaction” involving a “Disqualified Person,” (including a Director or Officer of the Trust) as those terms are defined in Section 4958 of the Internal Revenue Service, shall only be undertaken after the requisite disclosure, determinations and voting by Directors of the Trust as provided in Sections 33-1129 and 33-1130 of the Connecticut General Statutes and under any relevant regulations of the Internal Revenue Service. 
Section II.  Policies.  The Board shall adopt a conflict of interest policy, and review it at least annually.  The policy shall prohibit violation of the above state and federal statutes and regulations. 
2.  Renumber existing Articles VII through XIII (i.e., renumber as Articles VIII through XIV).

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