The meeting was called to order at 10:07 by the chair, Mr. Seilheimer

FINAL MINUTES VIRGINIA OUTDOORS FOUNDATION (VOF) BOARD OF TRUSTEES MEETING CHARLOTTESVILLE, VA NOVEMBER 1, 2012 ATTENDEES BOARD MEMBERS: Mr. Charles Seilheimer, Jr. Chair Mr. Mark Allen Mr. Jeff Walker Mr. Childs Burden Mr. Peter Bance Absent: Mr. Ben Chafin and Ms. Suzanne Lacy OTHER ATTENDEES: Mr. Todd Hochrein, Virginia Conservation Credit Exchange Mr. Pete Glubiak, Attorney Ms. Heather L. Williams, Engineer I, Virginia Department of Transportation Mr. Fred Fisher, Office of the Attorney General Ms. Nan Milhone Welbourne, Conservation Partners Mr. Ned Carter, Blueline Conservation Ms. Brett Ellsworth-Glymph, Office of the Attorney General Mr. Charlie Westbrook, Atoka Conservation Exchange LLC Ms. Nancy Ambler, Wood Thrush Conservation Mr. Lee Stephens, Attorney STAFF MEMBERS: Mr. G. Robert Lee, Executive Director Ms. Bobbie Cabibbo, Executive Assistant Ms. Tamara Vance, Deputy Director, Easements Ms. Leslie Grayson, Deputy Director Policy Mr. Josh Gibson, Easement Specialist Ms. Laura Thurman, Easement Specialist Mrs. Estie Thomas, Easement Specialist Ms. Anna Chisholm, Finance Manager Ms. Kristin Ford, Assistant Director Easements Mr. Bruce Stewart, Staff Attorney Mr. Jason McGarvey, Communications and Outreach Manager Mr. Kerry Hutcherson, Staff Attorney Mr. Philip Reed, Easement Manager Ms. Sherry Buttrick, Assistant Director Easements Ms. Martha Little, Deputy Director Stewardship Mr. Brian Fuller, Assistant Director, Stewardship The meeting was called to order at 10:07 by the chair, Mr. Seilheimer Mr. Seilheimer introduced 2 new board members, Mr. Peter Bance and Mr. Childs Burden. Public Comments Mr. Glubiak encouraged staff and trustees to keep up the good work refining the oil and gas language. Approval of Minutes Motion made by Mr. Walker to approve the July 11, 2012 Board of Trustees Meeting Minutes; motion seconded by Mr. Allen and passed Directors Reports Mr. Lee: Personnel and Finance Committee met. The Land Preservation Tax Credit yielded $1.4 million dollars to VOF. Send approved proposal for one time expenditures to board. 1 of 10

FINAL MINUTES VIRGINIA OUTDOORS FOUNDATION (VOF) BOARD OF TRUSTEES MEETING CHARLOTTESVILLE, VA NOVEMBER 1, 2012 Ms. Grayson reported on Owned Lands, Bull Run Natural Area Preserve, House Mountain and Kohl s Island and noted the hard work that has been done on the oil and gas policy that will be discussed later in the meeting. Ms. Little reported that as of 10/31/2012 VOF had 68 active volunteers who logged 389 hours of which 270 hours were monitoring related. Resolution to Amend VOF-Bylaws Motion made by Mr. Walker to adopt changes to the By-laws; motion seconded by Mr. Allen and passed (Attachment A) Resolution to set Dates for 2013 Board of Trustee meetings Motion made by Mr. Allen to approve resolution; motion seconded by Mr. Burden and passed (Attachment B) POLICY Mitigation Banks Ms. Grayson reviewed the background paper on mitigation banks in relation to open space easements provided in the Board packet. She explained that the current template ecosystem services language accommodates mitigation banks provided that they are compatible with the specific terms of the VOF easement. VOF staff has reviewed and approved mitigation banks on at least eight existing easements. Several projects to be reviewed at this meeting include proposed mitigation banks that are in the regulatory process concurrently with the offer to grant VOF an open space easement; therefore the timing is different. However, these proposed projects are not asking VOF to take on the role of the holder of the specific mitigation bank deed restrictions or be the long term steward for the mitigation bank. Staff recommends that VOF continue its current policy of reviewing mitigation bank projects for consistency with the open space easement terms and not commit to take on enforcement of, or responsibility for the specific mitigation bank or its long term stewardship. Staff continues to discuss and research the details of the mitigation bank regulatory requirements with Va. Department of Environmental Quality (DEQ), U. S. Army Corp of Engineers and other interested parties. OIL & GAS Bruce Stewart reminded the Board that horizontal or slant drilling from below the surface of an easement property (with well sites on adjacent or nearby properties) is permitted under the current template language and pertinent provisions of the Code of Virginia (1950), as amended. He went on to review the most recent version (Attachment C)of the specific restrictions that VOF staff recommends be included in easements where the landowner wishes to reserve the right for oil and gas exploration and extraction, including location of a well site on the surface of the property 2 of 10

FINAL MINUTES VIRGINIA OUTDOORS FOUNDATION (VOF) BOARD OF TRUSTEES MEETING CHARLOTTESVILLE, VA NOVEMBER 1, 2012 (see Attachment C with 7 necessary restrictions outlined). The Board amended point #3 to add a restriction that no pond needed for mining can exceed 10 acres in area OR be used for storage of waste or production water. The Board agreed that all easements proposed at today s meeting wishing to reserve oil and gas rights, and those previously approved but unrecorded, should use this newest version of the language, including the No Mining Area exhibit to be attached to the deed of easement. In addition, for the 6 easements previously approved by the Board but subject to existing leases granted to Shore Oil see *below),the Board agreed to use the New Language but to delete the specific prohibition on storage of waste water in ponds and to rely on the plan review and approval process to insure protection of conservation values. Staff is instructed to develop process for approval process of plan review. * a. Thomas, Sanford and Raymond S. - Essex County - 140.27 acres b. Thomas, Sanford et ux; Thomas, Donald et ux; Thomas Raymond et. al. Essex County - 388.838 acres c. Thomas, Sanford E. et al Essex County - 114.594 acres d. Collawn, Eddie Lee & Faye Essex County -193.068 acres e. Collawn, Marvin L. Essex County - 50.062 acres f. Collawn, Marvin L. Kendalls Farm Essex County - 116.372 acres 2. Add language to template that any pond used for mining cannot exceed 10 aces in area and donor must come to VOF with a plan for pond usage. It should be understood that we may not approve the plan. 3. Going forward there is to be no storage of waste fluids/production fluids in ponds but in controlled containers only. Leasing/oil/gas company has to pay for monitoring expenses (testing etc.) of this provision Motion seconded and passed 4 to 1 with Mr. Walker opposed. Amendment Smith Motion made by Mr. Allen to approve amendment as presented; motion seconded by Mr. Walker, and passed (Attachment E) Preservation Trust Fund (PTF) Projects Easement - Beatrice Goodbar Revocable Trust - 165.023 acres - Rockbridge County Motion made by Mr. Walker to appropriate $6,500 of PTF monies and to approve easement as presented; motion seconded by Mr. Allen, and passed NOTE: No funding for a survey. Easement - H. Timothy Swartz & Donna H. Swartz - 374.402 acres - Rockbridge County Motion made by Mr. Allen to appropriate $4,400 of PTF monies and to approve easement as presented; motion seconded by Mr. Burden, and passed 3 of 10

FINAL MINUTES VIRGINIA OUTDOORS FOUNDATION (VOF) BOARD OF TRUSTEES MEETING CHARLOTTESVILLE, VA NOVEMBER 1, 2012 Easement - Brinkley, Edgar & Thelma - 173.13 acres - Bath County Motion made by Mr. Walker to appropriate $6,000 of PTF monies and to approve easement as presented; motion seconded by Mr. Burden, and passed Easement - Hisey, W. E. II - 102.49 acres Rockingham County Amend easement to: a) revert to template language in the Forestry section using 2 acres for clearing review threshold vs. template 10 acres b) note no livestock allowed west of the yellow line as shown on (Attachment F). Motion made by Mr. Walker to appropriate $5,500 in PTF monies and to approve easement as amended; motion seconded by Mr. Allen, and passed Easement FRPP - Pleasantdale Farm - North - 116.352 acres Shenandoah County Motion made by Mr. Walker to appropriate $17,000 of PTF monies to included this project and the 189.893 acre project; motion seconded by Mr. Burden, and passed NOTE: This easement s terms are not available and Mr. Bance was not in the room for this vote. This easement will be considered at a separate future VOF Board meeting. Easement FRPP - Pleasantdale Farm - South - 189.893 acres Shenandoah County Money appropriated for Pleasantdale North includes the appropriation for Pleasantdale South. Motion made by Mr. Walker to appropriate $17,000 of PTF monies to included this project and the 116.352 acre project; motion seconded by Mr. Burden, and passed NOTE: This easement s terms are not available and Mr. Bance was not in the room for this vote. This easement will be considered at a separate future VOF Board meeting. Easement FRPP - HSO Shore Trust, Peter Smith IV, Trustee Hollybrook Farm - 197 acres Northampton County Amend easement: to include a 2% impervious cap (vs. 1 %) to comply with FRPP standards, which includes roads b) The Nature Conservancy will not be party to this deed; c) change buffer language back to VOF template language NOTE: Farmstead area will be delineated using GPS. Motion made by Mr. Allen to appropriate $12,000 in PTF monies and to approve easement as amended; motion seconded by Mr. Walker, and passed Easement - Reynolds, Mark - 85.5 acres Albemarle County Amend easement to return the enforcement clause back to template. Motion made by Mr. Burden to appropriate $4,000 in PTF monies and to approve easement as amended; motion seconded by Mr. Allen, and passed Easement - Adams, Bonnie - 86.28 acres Campbell County Motion made by Mr. Allen to approve easement as presented; motion seconded by Mr. Walker, and passed NOTE: PTF request withdrawn. Easement Reconsideration - Woodland Investment Properties, LLC - 1032.29 acres - King William County Motion made by Mr. Walker to approve easement as presented; motion seconded by Mr. Burden, and passed 4 of 10

FINAL MINUTES VIRGINIA OUTDOORS FOUNDATION (VOF) BOARD OF TRUSTEES MEETING CHARLOTTESVILLE, VA NOVEMBER 1, 2012 Easement FRPP - Johnson, James Mckee - 180 +/- acres - Washington County NOTE: Natural Resources Conservation Service (NCRS) is still deciding whether or not retained oil & gas rights are allowed on a FRPP project. This deed will have the new oil & gas & language if it is permitted by NRCS. Amend the easement to change the location of the farmstead and 2 dwellings plus one 1000 sq ft. cabin is allowed. Motion made by Mr. Walker to appropriate $17,000 in PTF monies and to approve easement as amended; motion seconded by Mr. Allen, and passed Easement - Canode, Sam & Connie - 304 +/ acres - - Craig County Amend easement to include the new oil and gas language approved at this meeting. Motion made by Mr. Walker to approve easement as amended with up to 85 less acres; motion seconded by Mr. Burden, and passed Easement Reconsideration - WRF Peaks of Otter, Inc./ Foster, Watt R. - 500.59 Bedford County Motion made by Mr. Burden to approve easement as presented; motion seconded by Mr. Allen, and passed Easement - Frantz, J. Spencer & James Robert - 572 Botetourt County NOTE: Cabin to be noted via GPS. Amend easement to change the 1000 set back changes to 300 setback for all buildings vs. dwellings. Motion made by Mr. Burden to approve easement as amended; motion seconded by Mr. Walker, and passed Easement - Kibler, Bobby G. - 108 +/ - - Bedford County Motion made by Mr. Walker to approve easement as presented; motion seconded by Mr. Allen, and passed Easement - Wood, John D. - 395.25 Patrick County POSTPONED Easement/ACUB - Bowen, Perry G. III Oaken Brow - 412.325 acres - King George County Motion made by Mr. Burden to approve easement as presented; motion seconded by Mr. Walker, and passed Easement - Byrd, Phillip & Paula - 255.8935 acres Caroline County Motion made by Mr. Walker, to approve easement as presented; motion seconded by Mr. Allen and passed Easement - Evans, David & Betty Monaskon Farm - 457.45 acres Lancaster County Motion made by Mr. Allen to approve easement as presented; motion seconded by Mr. Burden, and passed Amendment - Mundy Point & Watts Point Farms, Inc. - 18.77 acres Northumberland County Motion made by Mr. Allen to approve easement as presented; motion seconded by Mr. Walker, and passed 5 of 10

FINAL MINUTES VIRGINIA OUTDOORS FOUNDATION (VOF) BOARD OF TRUSTEES MEETING CHARLOTTESVILLE, VA NOVEMBER 1, 2012 Easement - Owings, Irvin & Betty Lynn - 176 acres Lancaster County Amend easement: a) to allow staff attorney to change the sign language so it is acceptable to VOF; b) to allow staff attorney to work with forestry language to insert some oversight; c) sign language to revert to template on Devil s Bottom Road, but on the road to the Audubon parcel it will be restricted to one sign. Motion made by Mr. Burden to approve easement as amended; motion seconded by Mr. Allen, and passed Easement - Jackson, Thomas M. Jr. - 419 +/ - acres - Wythe County Motion made by Mr. Allen to approve easement as presented; motion seconded by Mr. Walker, and passed Easement - Tri - W Holdings, LLC - 752 +/ - - Wythe County WITHDRAWN Easement - Wilson, Linda & Charles, 5 Chimneys Partners, LLC - 262.7 - Rockbridge County NOTE: have obtained title work. Motion made by Mr. Walker to approve easement as presented; motion seconded by Mr. Burden, and passed Amendment - Lyons, Laura - 0 - Bath County NOTE: Ensure that new oil & gas language is included. Motion made by Mr. Allen to approve amendment with updated oil & gas language; motion seconded by Mr. Walker, and passed Easement - Lyons, Laura - 713.76 - Bath County Amend easement to place buffers on the ponds. Motion made by Mr. Burden to approve easement as amended; motion seconded by Mr. Walker, and passed Easement - Middlebrook Farms, LLC - 211.136 - Augusta County Motion made by Mr. Allen to approve easement as presented; motion seconded by Mr. Burden, and passed Easement - Pennington Lane Tract - 473.07 - Nelson County Amend easement to change the words adjacent to Wintergreen to near Wintergreen. Motion made by Mr. Burden to approve easement as amended; motion seconded by Mr. Allen, and passed Easement - Pennington - Slaughter Tract - 302.388 - Nelson County Amend easement to add public infrastructure expansion (PIE) language for railroad expansion of 60 feet in addition to the existing right of way (ROW). Motion made by Mr. Walker to approve easement as amended; motion seconded by Mr. Burden, and passed Easement - Saunders - North - 156.47 - Nelson County Amend easement to add PIE language for railroad expansion of 60 feet in addition to the existing right of way (ROW). Motion made by Mr. Walker to approve easement as amended with approval being subject to release of liens; motion seconded by Mr. Burden, and passed 6 of 10

FINAL MINUTES VIRGINIA OUTDOORS FOUNDATION (VOF) BOARD OF TRUSTEES MEETING CHARLOTTESVILLE, VA NOVEMBER 1, 2012 Easement - Saunders - South - 356.293 - Nelson County Amend easement to add PIE language for railroad expansion of 60 feet in addition to the existing ROW. Motion made by Mr. Burden to approve easement as amended; motion seconded by Mr. Walker, and passed Mr. Bance was out of the room for this vote. Easement - Schnake, Mr. & Mrs. John - 101.775 - Rockbridge County Motion made by Mr. Walker to approve easement as presented; motion seconded by Mr. Burden, and passed Easement - Smith - Dew - 270 +/ - - City of Covington Motion made by Mr. Burden to approve easement as presented; motion seconded by Mr. Walker, and passed Easement - Turnicky - 36.8 - Rockbridge County Motion made by Mr. Walker to approve easement as presented; motion seconded by Mr. Burden, and passed Easement - Jurgelski, William - 88.23 Tazwell County Amend easement by adding oil & gas language retaining rights and make explicit allowance for a bed in breakfast in commercial use saying including but not limited to a bed and breakfast. Motion made by Mr. Burden to approve easement as amended; motion seconded by Mark Allen, and passed unanimously Easement - Osborne, Stephen W. - 376 +/ - acres - Smyth County Motion made by Mr. Burden to approve easement as presented; motion seconded by Mr. Walker, and passed NOTE: despite what the map shows, the Tenant house is in the easement. Easement - Bird, Donald J & Alpine C. Revocable Trust - 102.7 acres - Rappahannock and Culpeper Counties NOTE: in the Easement Summary Sheet the following typos are corrected: Building Review is at 6000 sq. ft. vs. 600 sq. ft and the set back is 400 Motion made by Mr. Burden to approve easement as presented; motion seconded by Mr. Allen, and passed Amendment - Greater Cotland, LLC - 0 - Fauquier County Motion made by Mr. Burden to approve easement as presented; motion seconded by Mr. Walker, and passed Easement - Greater Cotland, LLC Lockwood - 51.7628 acres - Fauquier County Amend easement to add no willful demolition on the historic house and GPS the location. Motion made by Mr. Burden to approve easement as amended; motion seconded by Mr. Allen, and passed Easement - Lewis, Richard & Catherine Davis - 105.5834 acres - Fauquier County Motion made by Mr. Walker to approve easement as presented; motion seconded by Mr. Burden, and passed 7 of 10

FINAL MINUTES VIRGINIA OUTDOORS FOUNDATION (VOF) BOARD OF TRUSTEES MEETING CHARLOTTESVILLE, VA NOVEMBER 1, 2012 Easement - Saltsonstall, Patricia - 327 +/ - acres - Rappahannock County Motion made by Mr. Walker to approve easement as presented; motion seconded by Mr. Allen, and passed Amendment - Schwartz, Peter B. & Anna M. Moser - 10 acres - Fauquier County Motion made by Mr. Burden to approve easement as presented; motion seconded by Mr. Walker, and passed Easement - Augustine, Duncan & Janice - 78 acres Amherst County Motion made by Mr. Walker to approve easement as presented; motion seconded by Mr. Burden, and passed Easement - Bailey, Malcolm - 347.6246 Nottoway County Amend easement to change 4 dwelling units allowed to 5 allowed. Motion made by Mr. Walker, to approve easement as amended; motion seconded by Mr. Bance and passed Easement - Bailey, Malcolm & Betty - 690.58 acres Nottoway County Motion made by Mr. Walker to approve easement as presented including the staff recommendation for a 500 setback along State Road 49; motion seconded by Mr. Allen, and passed Easement - Bailey, Malcolm - 1276.06 acres - Prince Edward County Motion made by Mr. Bance to approve easement as presented; motion seconded by Mr. Allen, and passed Easement - Birdsall, John H. III & Mary Scott Blake Birsdsall, Trustees - 140.03 acres Albemarle County Amend easement to change the language concerning the stream as shown on exhibit there will be no exhibit. Motion made by Mr. Burden to approve easement as amended; motion seconded by Mr. Bance, and passed Easement - Bowman, Bruce & Ann - 74.122 Madison County Motion made to approve easement as presented contingent upon receipt from a federal agency noting release of mineral rights. Motion made by Mr. Allen to approve easement as presented with contingency; motion seconded by Mr. Burden, and passed Easement - Collins, Virginia D. Merriewood - 544.559 Orange County NOTE: Aggregate sq. footage on dwellings on the Easement Summary Sheet states 24,000 sq. ft. in error, it should be 26,000 sq. ft. Motion made by Mr. Burden to approve easement as presented; motion seconded by Mr. Walker, and passed Easement - Collins, James C., Merriewood QPERT - 55.292 Orange County Motion made by Mr. Burden to approve easement as presented; motion seconded by Mr. Allen, and passed Easement - Ducker, Joan M. - 625.25 Orange County Motion made by Mr. Burden to approve easement as presented; motion seconded by Mr. Bance, and passed 8 of 10

FINAL MINUTES VIRGINIA OUTDOORS FOUNDATION (VOF) BOARD OF TRUSTEES MEETING CHARLOTTESVILLE, VA NOVEMBER 1, 2012 Easement - East Grace, LLC/Mt. Athos - 269.395 Orange County NOTE: We now have the title work. Motion made by Mr. Burden to approve easement as presented; motion seconded by Mr. Bance, and passed Easement - Andre Hintermann Trust - 287.22 acres Orange County Motion made by Mr. Allen to approve easement as presented; motion seconded by Mr. Burden, and passed Easement - Tata, Jeraldine M., Morris - Tata Farm Pioneer Haven - 120.951 Greene County Motion made by Mr. Allen to approve easement as presented; motion seconded by Mr. Bance, and passed Easement - Thompson & Seam, portion of Georgetown Farm - 130.97 acres Albemarle County Amend easement to return Documentation Provision to template language. Motion made by Mr. Walker to approve easement as amended; motion seconded by Mr. Allen, and passed Easement - Doetzer, Stewart & Margaret - 72.4 acres Goochland County Amend easement by changing the words farm building to processing building where it allows a restaurant. Motion made by Mr. Burden to approve easement as amended; motion seconded by Mr. Bance, and passed Easement - Franzen, Lisa S. Mount Prospect - 41.5781 acres - Rappahannock County If DCR review requires language regarding the historic home, then the language must be acceptable to VOF; Staff recommendation should change from PIE language specifically for electric lines to PIE language for utilities. Motion made by Mr. Walker to approve with provision and amendment;; motion seconded by Mr. Bance, and passed Easement - Hungry Run Partners, LLC Hungry Run Farm - 487.65 acres - Rappahannock County Motion made by Mr. Walker to approve easement as presented; motion seconded by Mr. Bance, and passed Board of Trustees would like the staff to review lighting on large structures where it might affect light pollution. Easement ACUB Jones Family Laurel Branch Farm - 426.33 acres Brunswick County Motion made by Mr. Walker to approve easement as presented; motion seconded by Mr. Burden, and passed 9 of 10

FINAL MINUTES VIRGINIA OUTDOORS FOUNDATION (VOF) BOARD OF TRUSTEES MEETING CHARLOTTESVILLE, VA NOVEMBER 1, 2012 Easement - Majestic Meadows, LLC - 181.504 Henrico County WITHDRAWN Easement - Priddy, Sumpter T., Jr. - 11.412 acres - Town of Ashland Amend easement to include PIE language. If the expansion is underground no review needed, if not review and approval is needed and removing the language for concerning public access. Motion made by Mr. Walker to approve easement amended; motion seconded by Mr. Allen, and passed Easement - Reedy Creek Farm Associates, LLC - 679 acres Dinwiddie Motion made by Mr. Allen to approve easement as presented; motion seconded by Mr. Walker, and passed CLOSED SESSION FOR DISCUSSION AS PROVIDED FOR IN THE CODE OF VIRGINIA 2.2-3711 Motion made by Mr. Allen to go in to Closed Session in accordance with Code of Virginia 2.2 3711(a)(7) and Code of Virginia 2.2 3711(a)(1); motion seconded by Mr. Burden and passed Upon return from Closed Session, Executive Director, Mr. Lee certified by roll call that the Board of Trustees discussed only matters that convened the closed session and nothing else. Mr. Bance responded yes, Mr. Walker responded yes; Mr. Burden responded yes, Mr. Seilheimer responded yes and Mr. Allen responded yes. Motion made by Mr. Allen to: a) file the suit against the Knopp Family Trust; b) take the earlier proposed settlement off the table and c) proceed with all due speed and strength we can muster; motion seconded by Mr. Walker, and passed ADJOURN 10 of 10