2006 Bylaws

Animal Care and Control Of New York City By-laws (2006)

ARTICLE I
Membership
The Corporation shall have no members.

ARTICLE II
Directors

Section 2.1. Powers. The management of the affairs of the Corporation shall be vested in the Board of Directors
which shall have the general power to control and manage the affairs and the property of the Corporation in
accordance with the purposes and limitations set forth in the Certificate of Incorporation. The Board of Directors
shall have the power to adopt rules and regulations governing its actions.

Section 2.2. Number and Appointment of Directors. The number of Directors shall be seven (7) to be selected as
follows:

Ex Officio Directors. The following persons, by virtue of their office, shall serve as Directors (the "Ex Officio
Directors"): (i) the Commissioner or Acting Commissioner of the Department of Health and Mental Hygiene, (ii) the
Commissioner or Acting Commissioner of the Department of, New York Parks and Recreation and (iii) the Deputy
Commissioner or Acting Deputy Commissioner of the Police Department in Charge of Community Affairs. Such
persons shall have the right to vote on all matters on which Directors are entitled to vote by law or these By-laws
except as otherwise provided in these By-laws. Each of said Commissioners or Deputy Commissioner shall constitute
a special district that is entitled to appoint an alternate ("Alternate Director"). In the absence of an Ex Officio Director
from a meeting of the Board, his or her Alternate Director may, upon written notice to the Secretary of the
Corporation, attend such meeting and exercise therein the rights, powers, and privileges of the absent Ex Officio
Director.

Appointed Directors. Four Directors ("the Appointed Directors") shall be appointed by the Mayor of the City of New
York ("the City") or the Deputy Mayor for Administration from among candidates who have been recommended by the
Nominating Committee (see Article ll, Section 2.9 below).

Ex Officio and Appointed Directors. Any Director or Alternate Director who is an official or employee of the City of
New York or any agency of the City of New York shall serve as such in the furtherance of the interests of the City of
New York.

Section 2.3. Terms of Office. Each Appointed Director shall serve for a term of four years and until his or her
successor shall have been appointed, or until his or her earlier death, resignation or removal, except as otherwise
provided in these By-laws. The terms of office of each Ex Officio Director who is a Commissioner or Deputy
Commissioner of a Department referred to in section 2.2 shall expire upon such person's ceasing to hold the office of
Commissioner or Deputy Commissioner of the Department referred to in section 2.2. In the case of an Ex Officio
Director who is a Commissioner, the Acting Commissioner of such Department shall succeed the Commissioner as an
Ex Officio Director. In the case of the Ex Officio Director who is a Deputy Commissioner of the Police Department, his
or her successor as such Deputy Commissioner, or the Acting Deputy Commissioner of the Police Department in
Charge of Community Affairs, if one shall have been appointed, shall succeed such Deputy Commissioner as an Ex
Officio Director of the Corporation.

Section 2.4. Vacancies. Any vacancy among the Appointed Directors may be filled by appointment by the Mayor or
the Deputy Mayor for Administration at any time.

Section 2.5. Resignation. Any Appointed Director may resign at any time by delivering a resignation in writing to the
Executive Director or the Secretary. Such resignation shall take effect upon receipt or at the time specified in the
notice and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it
effective.

Section 2.6. Removal. Any Appointed Director may be removed with or without cause by vote of a majority of the
entire Board, at any annual or special meeting of the Board, notice of which shall have referred to the proposed
action.

Section 2.7. Chairperson of the Board. The Chairperson of the Board of Directors shall be elected by the Board at
the annual meeting of the Directors. The Chairperson shall serve in such position until his or her successor is
designated at the following annual meeting of the Directors. The Chairperson shall preside at all meetings of the
Board of Directors and the Executive Committee; provided that, in the absence of the Chairperson from any meeting,
the Directors present at the meeting shall select one of their number to preside thereat. The Chairperson shall be,
ex officio, a member of all Committees of the Board. The Chairperson shall have such other duties as are properly
required by the Board of Directors or the Executive Committee.

Section 2.8. Executive Committee.   The Board of Directors may appoint an Executive Committee, which shall consist
of the Chairperson and such other Directors as the Board of Directors may appoint. The Chairperson of the Board
shall also be Chairperson of the Executive Committee. The Executive Committee shall have all powers of the Board
of Directors except as provided in these By-laws or by law.

Section 2.9. Nominating Committee. The Nominating Committee shall consist of two Ex-Officio Directors and two
Appointed Directors, as the Board of Directors may appoint. The Nominating Committee shall be constituted
annually, and shall solicit and recommend candidates for membership on the Board. The number of candidates
recommended shall be greater than one for each position to be filled.

Section 2.10. Other Committees. The Board of Directors may by resolution provide for one or more other
Committees, which, to the extent provided in the resolution or resolutions establishing them, shall have and may
exercise such powers as may be lawfully delegated by the Board of Directors, and designate Directors to serve as
members and the chairperson thereof.

Section 2.11. Provisions Applicable to Committees. Each Committee shall keep records of its proceedings and
report the same from time to time to the Board of Directors. No Committee shall have authority with respect to the
following matters:
(a)        the filling of vacancies in any Committee;
(b)        the amendment or repeal of these By-laws or the adoption of new By-laws;
(c)        the amendment or repeal of any resolution of the Board of         Directors which by its terms shall not be so
amendable or repealable; or
(d)        the purchase, sale, mortgage or lease of real property.

Section 2.12. Compensation. Directors and Alternate Directors shall serve without compensation.

ARTICLE III
Meetings of Directors and Committees

Section 3.1. Annual Meeting. The annual meeting of the Directors shall be held at the principal office of the
Corporation on the third Tuesday in the month of January at 10:00 a.m., or at such other place within the City of New
York, and/or at such other time, as the Board of Directors, the Chairperson or the Executive Director may prescribe.
If the third Tuesday in the month of January is a legal holiday in any year, the meeting shall be held at the same
place on the next business day following that is not a legal holiday at 10:00 a.m., or at such other place within the
City of New York or at such other time as the Board of Directors, the Chairperson or the Executive Director may
prescribe.

Section 3.2. Other Meetings. Regular and special meetings of the Board of Directors, other than those regulated by
statute, shall be held at such times and at such places in the State of New York or elsewhere as the Board of
Directors, the Executive Committee, the Chairperson or the Executive Director may determine. A special meeting
shall be called by the Chairperson, the Executive Director or the Secretary at the request in writing of at least one-
third of the Directors then in office. Such request shall state the general nature of the business to be transacted at
the meeting. Meetings of any Committee shall be held at such times and places as may be determined by the
Chairperson or the Executive Director, or by, or pursuant to procedures adopted by, the Board of Directors or such
Committee.

Section 3.3. Notice of Meetings. Written notice of each meeting of the Board of Directors shall be given by first class
mail, postage prepaid, not less than 24 hours before such meeting directed to each Director at such Director's
address as it appears on the records of the Corporation (or, if such Director shall have filed with the Secretary a
written request that notices be mailed to some other address, at such other address), or by delivery in person;
provided, however, that such notice may be waived by any Director or his or her Alternate by signing a written waiver
of notice before or after the meeting or by attending the meeting, without protesting lack of notice prior to the
conclusion of the meeting. The notice shall set forth the place, day and hour of the meeting and, in the case of a
special meeting, the general nature of the business to be transacted and by or at whose direction the special
meeting is called. Meetings of the Board of Directors may also be held at any place and time without notice by
unanimous written consent of all the Directors or their respective Alternates.

Section 3.4. Procedure. The order of business and all other matters of procedure at every meeting of Directors or
any Committee may be determined by the person presiding at the meeting.

Section 3.5. Quorum. At all meetings of the Board of Directors, except where otherwise provided by law or these By-
laws, a quorum shall be required for the transaction of business and shall consist of a majority of the entire Board of
Directors, provided that at least one of the Ex-officio Directors is present. If a quorum is not present, the Directors
present may adjourn the meeting from time to time to such time and place as they may determine, without notice
other than announcement at the meeting, until a quorum shall be present.

Section 3.6. Vote Required. All questions, except those for which the manner of deciding is specifically prescribed
by law or these By-laws, shall be determined by vote of a majority of the Directors or Committee members or their
respective Alternates present at any meeting at which a quorum is present. However a vote of a two thirds majority of
the entire Board is required for any of the following actions:
(a)        appointing or removing Officers of the Corporation, and fixing such Officers' compensation;
(b)        appointing additional Directors to the Executive Committee;
(c)        adding to, amending, altering or repealing these By-laws or the Certificate of Incorporation; or
(d)        purchasing, selling, mortgaging, or leasing real property.

Section 3.7. Action Without a Meeting.   Any action required or permitted to be taken by the Directors may be taken
without a meeting if all of the Directors sign a written consent setting forth the action so taken. A statement of the
authorized action and the written consents thereto shall be filed with minutes of the proceedings of the Directors.

Section 3.8. Participation by Telephone. Any one or more Directors or members of any Committee may participate
in a meeting of the Board of Directors or such Committee by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting to hear one another at the same time.
Participation by such means shall constitute presence in person at the meeting.
ARTICLE IV
Officers

Section 4.1. Officers. The Officers of the Corporation shall consist of an Executive Director, a Secretary and a
Treasurer, and such other Officers as the Board of Directors from time to time shall deem appropriate. Any person
may hold two or more offices, except that the offices of Executive Director and Secretary may not be held by the
same person. Such Officers shall be appointed by the Board of Directors at its Annual Meeting, and/or whenever
vacancies occur or the Board of Directors deems it appropriate to appoint an additional Officer, and shall serve at
the pleasure of the Board of Directors.

Section 4.2. Executive Director . The Executive Director shall be the Chief Executive Officer, shall have the general
powers and duties of supervision and management of the Corporation which usually pertain to such office, and shall
perform all such other duties as are properly required by the Board of Directors.

Section 4.3. Secretary. The Secretary shall affix the corporate seal to and sign such instruments as require the seal
and his or her signature and shall perform such other duties as usually pertain to such office and/or as are properly
required by the Board of Directors and/or the Executive Director. The Assistant Secretary or Secretaries, if any, shall
perform the duties of the Secretary at the Secretary's request and in the Secretary's absence, and such other duties
as may be assigned by the Executive Director or the Secretary.

Section 4.4. Treasurer. The Treasurer shall have the care and custody of all moneys and securities of the
Corporation; shall deposit all moneys and other valuable effects of the Corporation in the name and to the credit of
the Corporation in such banks or depositories as the Board of Directors may designate; shall cause to be entered in
books of the Corporation to be kept for that purpose full and accurate accounts of all moneys received and paid on
account of the Corporation; shall make and sign such reports, statements, and instruments as may be required by
law or the Board of Directors; and shall perform such other duties as usually pertain to such office and/or as are
properly required by the Board of Directors and/or the Executive Director. The Assistant Treasurer(s), if any, shall
perform the duties of the Treasurer at the Treasurer's request and in the Treasurer's absence, and such other
duties as may be assigned by the Executive Director or the Treasurer.

Section 4.5. Compensation.   The Corporation may reimburse its Officers and employees for expenses incurred in
the performance of their duties and may pay its Officers and employees compensation commensurate with their
services. The amount of compensation paid to each Officer shall be fixed by action of the Board of Directors.

Section 4.6. Bonds. The Board of Directors may require any Officer, agent or employee of the Corporation to give a
bond to the Corporation for the faithful performance of his or her duties, with one or more sureties and in such
amount as may be satisfactory to the Board of Directors. The expense of such bond shall be borne by the
Corporation.

ARTICLE V
Indemnification

Section 5.1. Right to Indemnification. To the maximum extent permitted by law, the Corporation shall indemnify each
Director, Alternate Director or Officer (collectively, "indemnitees"), whether or not then in office, who is made or
threatened to be made a party to any action, suit or proceeding, other than one by or in the right of the Corporation
to procure a judgement in its favor, civil or criminal, arising out of such indemnitee's acts or omission to act, in such
indemnitee's capacity as such and within the scope of such capacity, against (a) the reasonable expenses, costs and
counsel fees incurred by such indemnitee in the defense of such action, suit or proceeding or threatened action, suit
or proceeding and (b) amounts paid or incurred pursuant to a judgment or in settlement of any such action, suit or
proceeding or threatened action, suit or proceeding.

Section 5.2. Conditions. Such indemnification shall be conditioned upon (a) a finding made by the Board of
Directors that the indemnitee acted in good faith for a purpose which the indemnitee reasonably believed to be in the
best interests of the Corporation and that he or she had no reasonable cause to believe that his or her conduct was
unlawful, (b) the indemnitee's delivery to the Corporation of written notice of the action, suit or proceeding within 15
days following receipt of notice thereof, and (c) unless defended by the Corporation or the City's Corporation
Counsel, the indemnitee's retention of counsel satisfactory to the Corporation and the Corporation's determination
that the defense and any settlement of such action, suit or proceeding, or threatened action, suit or proceeding, is
satisfactory.   For purpose of this section, unlawful conduct shall mean conduct that is violative of criminal law.

Section 5.3. Non-Exclusive. The foregoing right of indemnification shall not be exclusive of other rights to which any
indemnitee may be entitled as a matter of law.

ARTICLE VI
Conflicts of Interest

Section 6.1. Private Gain. No Director, Alternate Director or Officer shall use his or her relationship with the
Corporation for private gain.

Section 6.2. Disclosure. Whenever any matter arises with respect to which a Director, Alternate Director or Officer
("interested party") has a conflict of interest or has any question about the existence of a possible conflict, the
interested party shall make full disclosure of such conflict or possible conflict before the matter in question is voted
upon by the Board of Directors or the Members. Interested parties shall not vote on the matter.
The person having a conflict shall retire from the room in which the Board or Board Committee is meeting and shall
not participate in the final deliberation or decision regarding the matter under consideration. However, that person
shall provide the Board or Committee with any and all relevant information.
The minutes of the meeting of the Board or Committee shall reflect that the conflict of interest was disclosed and that
the interested person was not present during the final discussion or vote and did not vote. When there is a doubt as
to whether a conflict of interest exists, the matter shall be resolved by a vote of the Board of Directors or Board
Committee, excluding the person concerning whose situation the doubt has arisen.

Section 6.3. Definition. For purposes of this Section, a conflict of interest shall be defined as a Director, Alternate
Director or officer or said person’s immediate family who has a direct financial or fiduciary interest (which shall
include, without limitation, an ownership, employment, contractual, creditor, or consultative relationship), or a Board
or staff membership, in an entity or individual or a substantial affiliate of an entity or individual with respect to which a
vote is to be taken (including any such interest that existed at any time during the twelve months preceding the time
that the matter is voted upon), provided that employment with the City of New York shall not constitute a direct
financial or fiduciary interest within the meaning of this section.

Section 6.4 Disclosure Statement. A conflict of interest disclosure statement shall be furnished annually to each
director, officer who is presently serving this organization or who may hereafter become associated with it; the policy
shall be reviewed annually; advised of the policy and furnished a disclosure statement upon undertaking the duties of
such office.

ARTICLE VII
Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the Corporation shall end on June 30th, unless otherwise provided by the
Board of Directors.

Section 7.2. Corporate Seal. The seal of the Corporation shall be circular in form with the words " Animal Care and
Control, Inc." in the outer circle and the words "Corporate Seal - 1994" in the inner circle. The seal on any corporate
obligation for the payment of money may be facsimile, engraved or printed.

Section 7.3. Amendments. These By-laws may be added to, amended, altered or repealed (subject to the voting
requirement set forth in Section 3.6) at any meeting of the Board of Directors, notice of which shall have referred to
the proposed action.