Annual Meeting Chocorua Lake Association

2. Annual Meeting Chocorua Lake Association August 24, 2013 Harriet Hofheinz, President Planning for Perpetuity

3. Merger Exploration Task Force CLCF Representatives • John Watkins, President • Peg Wheeler, Vice President • Dwight Baldwin • Alex Moot Consultant • Stephen Johnson CLA Representatives • Harriet Hofheinz,President • Penny Wheeler-Abbott • Diana Bailey • Nomie Cannon Fredericks • Charlie Worcester Planning for Perpetuity

4. Meeting Agenda Planning for Perpetuity CLA & CLCF: Background John Watkins Prior Collaborations Dwight Baldwin Merger Task Force ProcessStephen Johnson Benefits of Merging Penny Wheeler-Abbott Legal Issues & Next Steps Peg Wheeler Questions & Answers (4:30-5pm) All Wine, Cheese & Fellowship (5pm) All

5. 19th Century Beginnings, 21st Century Vision August 24, 2013 John WatkinsCLA Annual Meeting

7. 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 Planning for Perpetuity

8. CLA/ CLCF 1965 - 1985 l • 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 Planning for Perpetuity

9. 1967-70: The Founders Slide 9 Planning for Perpetuity • Goal • Preserve natural and scenic qualities for enjoyment by residents and the public • Limit density of development • Prohibit commercial activity • Founders’ team • Ted Gallagher, Andy Wheeler & Bob Lloyd • Grant from the Tamworth Foundation • Legislative support Planning for Perpetuity August 24, 2013

10. CLA/CLCF • 1985-2000…..Clarification of the Mission • To include lake watershed • Regulatory environment and changing requirements • Evaluation of mission, resources and development of strategic plan. • 90% of land conserved last 20 years, by nongovernmental programs Planning for Perpetuity

11. Natural Resources Point The Way For Further Protection Efforts 11

12. CLA & CLCFA History of Collaboration August 24, 2013 Dwight BaldwinCLA Annual Meeting

13. CLA & CLCF HaveAlways 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 Planning for Perpetuity

14. 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 • Two 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 Planning for Perpetuity

15. 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) Planning for Perpetuity

16. FCL: Joint Accomplishments • Protected properties with key wetlands via purchase or conservation easements • Burttlot; Chocolate Moose; two Washington Hill camps • Protected properties at risk of commercial development via purchase or easements • Brown lot; Homeyereasements; Browne Memorial Woods • Plus: New kiosks, donation drop boxes, new Narrows Bridge railings, etc. Planning for Perpetuity

17. Planning for Perpetuity FCL has enabled protection of 261 additional acres in the Chocorua Lake watershed 1970: 2,134 protected acres 2013: 3,370 protected acres

18. 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 Planning for Perpetuity

19. Grove Shoreline Erosion (2007) Planning for Perpetuity

20. Received two Moose Plate grants from State of New Hampshire (2009-10) Planning for Perpetuity • Raised additional $50,000 to reverse deterioration of Grove • Halted shoreline erosion • Trees in much better health • Improved appearance through landscape planting

21. Today’s Grove (2013) Planning for Perpetuity

22. What Has the MergerTask Force Been Doing? August 24, 2013 Stephen Johnson, ConsultantCLA Annual Meeting

23. 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 Planning for Perpetuity

24. 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 organizations, and • Explore structural options for such a merger, if it was deemed desirable Planning for Perpetuity

25. 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 organizations • Evaluated strengths/weaknesses of each existing organization • Considered pros and cons of different types of formal association Planning for Perpetuity

26. 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 Planning for Perpetuity

27. 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 Planning for Perpetuity

28. 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 Planning for Perpetuity

29. Benefits of Mergingthe CLA & CLCF August 24, 2013 Penny Wheeler-AbbottCLA Annual Meeting

30. Vision for the 21st Century Planning for Perpetuity • 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

31. Efficiencies in Governance Planning for Perpetuity • Staffing one board • Difficulties recruiting two sets of board members and officers • 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.

32. Maximizing Human Resources Planning for Perpetuity • 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

33. Clarity Planning for Perpetuity • Overlap of functions • Confusion about the difference between the two organizations as currently structured • Clarity for those outside the Basin • General visiting public & Chocorua/Tamworth community • Fundraising clarity • Grants, capital campaign, small scale donations

34. Legal Issues& Next Steps August 24, 2013 Peg WheelerCLA Annual Meeting

35. Legal Advice Planning for Perpetuity • 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) • Tom 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

36. Our Recommendation Planning for Perpetuity • 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

37. Next Steps - Votes Planning for Perpetuity 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

38. Next Steps: Aug 2013 – Aug 2014 Planning for Perpetuity • 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.

39. Next Steps: Aug 2013 – Aug 2014 Planning for Perpetuity • 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 Tom 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

40. Next Steps: Aug 2013 – Aug 2014 Planning for Perpetuity • 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

41. Anticipated Costs Planning for Perpetuity • Attorney fees • $10,000 has been allocated from FCL for legal fees. • To 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

42. Anticipated Costs Planning for Perpetuity • Other expenses • Recording fees, court filing fees, accounting and bookkeeping expenses, etc. • Other miscellaneous expenses will arise

43. Next Steps:Wine, Cheese and Fellowship

45. DELETED SLIDES

46. 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) Planning for Perpetuity

47. 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 Planning for Perpetuity

48. Next Steps - Votes Planning for Perpetuity 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

49. 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 Planning for Perpetuity