The Mayor says CACC is not a government agency, but a private not-for-profit corporation. But how can such an "independent" corporation's board of directors be under the control of a local government? The following is the complete text of Councilmember Kathryn Freed's letter to the NY State Attorney General, Dennis Vacco, requesting a legal opinion on the legality of such arrangement, and the AG's response.
[seal]
The Council
of The City of
City
Kathryn E. Freed
Council Member, 1st District
51 Chambers Street, Room 439
New York, New York 10007
Phone: (212) 788-7722
Fax: (212) 788-7783
Chair: Contracts
Committee member: Consumer Affairs, Environmental Protection, Transportation
June 19, 1997
Dennis C. Vacco, Attorney General
Capitol
Dear Attorney General Vacco:
As you may be aware, the Center for Animal Care and Control (CACC) contracts with the Department of Health (DOH) in provide [sic] animal care
and control services in
Although it is a not-for-profit corporation, pursuant to its by-laws, the CACC's seven member Board of Directors includes as ex-officio members three commissioners of City agencies -- the Commissioner of DOH, the Commissioner of the Department of Sanitation and the Deputy Commissioner for Community Affairs at the New York City Police Department. The four remaining directors are appointed by the Mayor or the Deputy Mayor for Operations. Pursuant in the by-laws, any apointed director may be removed with or without cause at any time by the Mayor or the Deputy Mayor for Operations.
The by-laws also provide that for purposes of transacting business, a quorum consists of a majority of the entire Board of Directors, provided that at least a majority of the ex-officio directors are present All questions before the board must be determined by a majority of the directors at any meeting at which a quorum is present, provided that the majority vote must include the vote of all three ex-officio directors for certain actions, including the appointment or removal of officers of the corporation and the amendment of the by-laws or certificate of incorporation.
Yesterday, Deputy Mayor Randy Mastro removed two
of the CACC's appointed directors. [FN] 2 (See attached letters.) Although the CACC's by laws specifically grant this power to the Deputy
Mayor, the by-laws may conflict with the
Thank you for your cooperation in this matter.
Sincerely,
/s/ Kathryn E. Freed
Chair, Committee on Contracts
attachments
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1 The
2 The Deputy Mayor stated that he removed the two directors due in part to
their "personal resistance to accepting experienced City government managers
on a temporary basis -- free to the corporation -- to help manage the CACC while a national search for a permanent Executive
Director continues." The City's unwillingness to provide a salaried
manager in the CACC is notewworthy
in light of the fact that the City has maintained that the CACC
is a private not-for-profit corporation, and not a City agency.
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State of
Office of the Attorney General
Dennis C. Vacco,
(212) 416-8392
August 13, 1997
Hon. Kathryn E. Freed
Chair, Committee on contrcats
The Council of the City of
City Hall
RE: Center for Animal Care and Control
Dear Councilwoman Freed:
I am writing in response to your request to Attorney General Dennis C. Vacco for an opinion concerning the legality of the organizational structure of the above organization. I understand from James Cole of the Attorney General's Appeals and Opinions Bureau that he has already advised you that the Attorney General does not render such opinions to entities other than state agencies.
After his communication with you, Mr. Cole forwarded your letter to the Charities Bureau for our review. This bureau has reviewed the information that you forwarded to us and has determined not to pursue this matter.
Very truly yours,
/s/ Karin K. Goldman
Assistant Attorney General
Registration Section Chief
KKG:lu/Freed