Annual Meeting Chocorua Lake Association Harriet Hofheinz, President - - PowerPoint PPT Presentation

Annual Meeting

Chocorua Lake Association

Harriet Hofheinz, President Planning for Perpetuity

August 24, 2013

Merger Exploration Task Force

CLA Representatives

 Harriet Hofheinz,

President

 Penny Wheeler-Abbott  Diana Bailey  Nomie Cannon

Fredericks

 Charlie Worcester August 24, 2013

Planning for Perpetuity

Slide 3

CLCF Representatives

 John Watkins, President  Peg Wheeler,

Vice President

 Dwight Baldwin  Alex Moot

Consultant

 Stephen Johnson

 CLA & CLCF: Background

John Watkins

 Prior Collaborations

Dwight Baldwin

 Merger Task Force Process Stephen Johnson  Benefits of Merging Penny Wheeler-Abbott  Legal Issues & Next Steps

Peg Wheeler

 Questions & Answers (4:30-5pm)

All

 Wine, Cheese & Fellowship (5pm)

All

August 24, 2013

Planning for Perpetuity

Slide 4

Meeting Agenda

19th Century Beginnings, 21st Century Vision

John Watkins

CLA Annual Meeting August 24, 2013

Three Eras Protecting Private Land and Public Use in Chocorua

 1870-1900 C. P. Bowditch, Runnells, C. Eliot, Frank

Bolles: “Green Necklace”and Public works 1965- 1985 CLA land owner association, CLCF conservation trust 1985-20… Clarification of mission to watershed, environmental protection

August 24, 2013

Planning for Perpetuity

CLA/ CLCF 1965 - 1985

 Setting

 Population density, commercialization, landuse

 Process

 Develop covenants held in escrow until 70-80% landowners

agree  Establish CLCF trust to hold & oversee

agreements, accept Private land for conservation protection in perpetuity

August 24, 2013

Planning for Perpetuity

Slide 8 l

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Planning for Perpetuity

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1967-70: The Founders

 Goal

 Preserve natural and scenic qualities for enjoyment by

residents and the public

 Limit density of development  Prohibit commercial activity

 Founders’ team

 T

ed Gallagher, Andy Wheeler & Bob Lloyd

 Grant from the Tamworth Foundation  Legislative support August 24, 2013

Planning for Perpetuity

Slide 9

CLA/CLCF

 1985-2000…..Clarification of the Mission

 To include lake watershed  Regulatory environment and changing

requirements

 Evaluation of mission, resources and development

• f strategic plan.

 90% of land conserved last 20 years, by

nongovernmental programs

August 24, 2013

Planning for Perpetuity

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11

Natural Resources Point The Way For Further Protection Efforts

CLA & CLCF

A History of Collaboration

Dwight Baldwin

CLA Annual Meeting August 24, 2013

CLA & CLCF Have Always Been Intertwined

 Created by same individuals in late 1960s  CLA and CLCF have always shared resources

 Many individuals have served on boards of both organizations

at different times

 Presidents attend all board meetings of other group  Shared membership database & mailing lists  Nominating Committees coordinate with each other  Joint website, joint insurance policy, shared legal costs August 24, 2013

Planning for Perpetuity

Slide 13

1990s: Challenges & Opportunities

 Increasing pressures on land and water

 Legal challenge to CLCF covenant (commercial use)  Increasing Route 16 traffic (doubling every 15 years)  Worrying decline in water quality  T

wo strategically important lots adjacent to Chocorua Lake and Chocorua River become available for sale  Realized that these problems could not be

addressed by either organization acting alone

 CLA and CLCF initiated cooperative efforts to

address these challenges and opportunities

August 24, 2013

Planning for Perpetuity

Slide 14

Fund for Chocorua Lake (FCL)

 A joint CLA/CLCF capital campaign for:

 “water quality protection, land preservation, and to ensure

that we have the resources for unexpected protection activities”  During 1999-2000, CLA & CLCF jointly raised

$584,750 from 194 donors for four objectives:

 Land Protection &

Visual Quality ($100,000)

 Water Quality and Lake Protection ($300,000)  Expert Assistance ($85,000)  Reserve / Contingency Fund ($100,000) August 24, 2013

Planning for Perpetuity

Slide 15

FCL: Joint Accomplishments

 Protected properties with key wetlands via

purchase or conservation easements

 Burtt lot; Chocolate Moose; two Washington Hill camps

 Protected properties at risk of commercial

development via purchase or easements

 Brown lot; Homeyer easements; Browne Memorial Woods

 Plus: New kiosks, donation drop boxes,

new Narrows Bridge railings, etc.

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 FCL has enabled

protection of 261 additional acres in the Chocorua Lake watershed

 1970: 2,134

protected acres

 2013: 3,370

protected acres

Berms & Swales Project (1999)

 Received $70,000 cost-share grant to reduce

storm-water runoff from Route 16 into lake

 Reduced inflow of phosphorus, sediment and other

pollutants into lake

 Stabilized chlorophyll/algae levels in lake  Received “Conservation Award of the

Year” from Carroll County Conservation District

August 24, 2013

Planning for Perpetuity

Slide 18

Grove Shoreline Erosion (2007)

August 24, 2013

Planning for Perpetuity

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Received two Moose Plate grants from State of New Hampshire (2009-10)

August 24, 2013

Planning for Perpetuity

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 Raised additional $50,000 to reverse

deterioration of Grove

 Halted shoreline erosion  Trees in much better health  Improved appearance through landscape planting

Today’s Grove (2013)

August 24, 2013

Planning for Perpetuity

Slide 21

What Has the Merger Task Force Been Doing?

Stephen Johnson, Consultant

CLA Annual Meeting August 24, 2013

Merger has been in the air for years!

 For 20 years, it has periodically been suggested

that the CLA and CLCF should merge

 Why?

 CLA and CLCF have complementary missions: protecting the

watershed and viewshed, and benefiting community

 Build on a history of successful collaborations  Create a stronger and more effective organization  Make better use of human and financial resources  Reduce confusion among community members and supporters August 24, 2013

Planning for Perpetuity

Slide 23

A Deliberative Process

 Fall 2012, CLA and CLCF boards approved the

formation of a task force to:

 Explore the pros and cons of combining the two

• rganizations, and

 Explore structural options for such a merger, if it was

deemed desirable

August 24, 2013

Planning for Perpetuity

Slide 24

Merger Exploration Task Force

 Boards formed joint task force in Fall 2012  Meetings began in January 2013

 Reviewed materials concerning mergers and other

partnership structures for environmental non-profit

• rganizations

 Evaluated strengths/weaknesses of each

existing organization

 Considered pros and cons of different types of

formal association

August 24, 2013

Planning for Perpetuity

Slide 25

Merger Task Force: Research

 Reviewed findings of prior CLCF/CLA merger

discussions

 Reviewed case studies of other non-profit

mergers and best practices

 Land Trust Alliance  Institute for Conservation Leadership  John Carver

August 24, 2013

Planning for Perpetuity

Slide 26

Merger Task Force: Deliberations

 Reviewed mission and purposes of each entity  Evaluated existing programs/functions and

set goals

 Maintain functions and programs  Enhance the accomplishment of mission  Keep the fun

 Evaluated three options

 Status quo  Merge into one organization  Form an umbrella organization, encompassing both August 24, 2013

Planning for Perpetuity

Slide 27

Merger Task Force: Findings

 Status quo limits accomplishment of mission  Merger into a single entity is favored option  Explored Board and Governance issues  Proposed preliminary board and committee

structure for merged organization

 Identified legal steps required to implement

merger

August 24, 2013

Planning for Perpetuity

Slide 28

Benefits of Merging the CLA & CLCF

Penny Wheeler-Abbott

CLA Annual Meeting August 24, 2013

Vision for the 21st Century

August 24, 2013

Planning for Perpetuity

Slide 30

 Continuing the creativity of founders

 Creative solution in 1968 leading to creativity in 2013

 Continuing to protect our resources

 Water quality, view scape, wildlife and community

 Changing landscape of Land Trusts

 Increasing management responsibilities mandated by legal

requirements  On-going Community Benefit

 All are enriched by the efforts of the community

Efficiencies in Governance

August 24, 2013

Planning for Perpetuity

Slide 31

 Staffing one board

 Difficulties recruiting two sets of board members and

• fficers

 Potential for Professional Management

 In the future, possible paid staff of one organization

 Efficiencies in management of joint projects

 FCL, membership, communications, community outreach,

fund raising, etc.

Maximizing Human Resources

August 24, 2013

Planning for Perpetuity

Slide 32

 Changing Social Landscape

 Family structures, time available for visiting, land ownership  Need broader community involvement and investment

 Staffing of Two Organizations vs. One

 Boards; Officers

 Greater Variety of Opportunity for

Involvement

 In addition to board membership, volunteer task forces, ad

hoc groups targeted to individual expertise

Clarity

August 24, 2013

Planning for Perpetuity

Slide 33

 Overlap of functions

 Confusion about the difference between the two

• rganizations as currently structured

 Clarity for those outside the Basin

 General visiting public & Chocorua/Tamworth community

 Fundraising clarity

 Grants, capital campaign, small scale donations

Legal Issues & Next Steps

Peg Wheeler

CLA Annual Meeting August 24, 2013

Legal Advice

August 24, 2013

Planning for Perpetuity

Slide 35

 Anticipated many legal questions

 Preserving existing land conservation  Avoiding transfer tax  Compliance with federal tax law  Compliance with state charity law

 Interviewed three law firms  Selected Ransmeier & Spellman (Concord, NH)

 T

• m Masland is NH’s top attorney in land conservation

 Strong relationship with NH Director of Charitable Trusts  Specialists in charities, tax issues, and land title matters

Our Recommendation

August 24, 2013

Planning for Perpetuity

Slide 36

 Merge CLCF into CLA

 New organization will be a charitable corporation which will

retain CLA’s 501(c)(3) status and tax ID number

 The new organization may have a new name  CLCF real estate interests and financial assets will be

transferred to new organization  But FIRST . . .

 Must amend CLA’s Articles of Agreement to add CLCF

purposes and powers (slightly different from CLA’s)

 So new organization will have all of the purposes and

powers of both CLA and CLCF

Next Steps - Votes

August 24, 2013

Planning for Perpetuity

Slide 37

 May 2013: CLCF & CLA boards voted to

continue merger exploration and hire attorney to advise

 August 2013: CLA & CLCF boards voted to

proceed to implement merger recommendation

 August 2014: CLCF Trustees, CLA Board, and

CLA membership will be asked to vote to approve documents which will actually implement the merger

Next Steps: Aug 2013 – Aug 2014

August 24, 2013

Planning for Perpetuity

Slide 38

 Seek Director of Charitable Trusts approval

for concept of a merger to be followed by dissolution of CLCF

 DCT may require petition to Probate Court  We anticipate no objection to petition in Probate Court, if

all of CLCF’s powers and purposes are incorporated into the proposed new organization.

Next Steps: Aug 2013 – Aug 2014

August 24, 2013

Planning for Perpetuity

Slide 39

 Draft amendment to CLA Articles of

Agreement to include new powers and purposes, new name (if any), and other changes that may be required

 Steve Johnson’s land trust experience will enable him to

assist T

• m Masland with this task, saving some attorney fees

 Incorporate suggestions/requirements by DCT and/or

Probate Court

 Review of draft amendment by CLA Board and CLCF

Trustees

Next Steps: Aug 2013 – Aug 2014

August 24, 2013

Planning for Perpetuity

Slide 40

 Prepare Agreement to Proceed, between CLA

and CLCF

 Spell out transition of authority, transfer of assets, etc.  Include any other matters required by draft Articles of

Agreement  Vote by CLA and CLCF to adopt Agreement to

Proceed & Articles of Agreement

 By direct communication, notify owners of land

under covenant or easement of planned merger

Anticipated Costs

August 24, 2013

Planning for Perpetuity

Slide 41

 Attorney fees

 $10,000 has been allocated from FCL for legal fees.  T

• date, $8,100 in legal expenses have been incurred.

 Add’l expenditures require approval from both boards  Future costs are difficult to estimate

 Stephen Johnson (consultant)

 Virtually all of his $10,000 fee for FY 13 has been devoted to

merger activities

 Estimates 50% of his $10,000 fee for FY 14 will be devoted

to merger activities

Anticipated Costs

August 24, 2013

Planning for Perpetuity

Slide 42

 Other expenses

 Recording fees, court filing fees, accounting and bookkeeping

expenses, etc.

 Other miscellaneous expenses will arise

Next Steps: Wine, Cheese and Fellowship

DELETED SLIDES

19th Century Beginnings

 Rural, working landscape

 Largely pasture, not forested  Population in decline, farms abandoned or sold, as farmers moved west

for “greener fields”

 Arrival of “summer people” from Boston area and

elsewhere

 Scudder, Runnells, Walley, Bowditch, Bolles, Cleveland, others  Seeking renewal in beautiful natural setting  Associations with founders of the land conservation movement

 Bowditch and Runnells developed concept of “Green

Necklace” around Lake Chocorua (cf. Boston’s Emerald Necklace)

August 24, 2013

Planning for Perpetuity

Slide 46

Accelerating Changes 20th Century

 Automobile travel, migration to cities

 Rustic relaxation now desired by and available to large population  Increased traffic and road building  Increased land development

 Environmental impact and awareness

 Demand for lumber  Silent spring  Acid rain

 Generational change, with passing of founders of

“summer” community

August 24, 2013

Planning for Perpetuity

Slide 47

Next Steps - Votes

August 24, 2013

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Slide 48

 CLA Board and CLCF Trustees have voted to

proceed with merger

 In August 2014, the CLCF Trustees, CLA Board,

and CLA membership will be asked to vote to approve the documents which will actually implement the merger

Report to Boards & Membership

 May 2013: CLCF & CLA boards vote to

continue merger exploration and hire attorney to advise

 August 2013: CLCF & CLA boards vote to

proceed to implement merger recommendation

 August 2014: Final board votes and CLA

membership vote on merger

August 24, 2013

Planning for Perpetuity

Slide 49