The following are the complete texts of resolutions passed by the CACC Board of Directors beginning January 1998
98.01
THE CENTER FOR ANIMAL CARE AND CONTROL, INC
Unanimous Consent of Directors in Lieu
of A Meeting Pursuant to Section 708(b) of
the Not-for-Profit Corporation Law of New York
The underslgned, being all of the directors of the Center for Animat Care and Control, Inc (the "Corporation"), and acting by written consent in lieu of a meeting pursuant to Article II, Section 3.7 of the Corporation's Bylaws, hereby adopt and approve the following resolution, in accordance with Section 708(b) of the Not-for-Profit Corporation Law:
RESOLVED, the signing of the contract between the Corporation and the City of New York (to provide animal control services in New York City and covering the period 1/1/98 - 12/31/00) by the Secretary on behalf of the Corporation is hereby ratified and approved. It is further RESOLVED that the Secretary is authorized to execute, in the name and on behalf of the Corporation, the amendment to the 1997 contract (the fifth amendment) between the Corporation and the City of New York.
IN WITNESS WHEREOF, the undersigned have executed this instrument and direct that it be filed with the minutes of the proceedings of the Corporation's Board of Directors This instrument may ba executed in one or more counterparts, but all such counterparts shall constitute but one and the same instrument.
Dated as of January ___, 1998
/s/ Lia Albo [1/2/98]
/s/ Todd Davis [1/12/98]
/s/ John Doherty [not dated]
/s/ Yolanda Jiminez [1/8/98]
/s/ Arlene Pedone [not dated]
/s/ Dr. Daniel Ricciardi [1/8/98]
/s/ Benjamin Mojica, MD [not dated]
The undersigned hereby recuses
himself from the vote upon
Resolution 98.1
[On Friday, May 29, 1998, the CACC Board of Directors held a special board meeting for the sole purpose of passing a resolution that names Acting Executive Director Marilyn Haggarty-Blohm, who for the past year was "on loan" from the Mayor's Office of Operations, as the permanent Executive Director. This action comes just days after SRAC received Mrs. Blohm's professional appointment calendar for the past four months requested under the Freedom of Information Law, revealing numerous appointments having nothing to do with CACC business. Did media-sensitive City Hall circle the wagons with Mrs. Blohm and the CACC Board to head off criticism that she was not devoting enough time to the CACC? Will the CACC ever get an experienced Executive Director that is independent of City Hall? Stay tuned.]
Resolution 98.02
WHEREAS the Board of Directors has reviewed comparable salaries in evaluation of the reasonableness of the proposed compensation package for the Executive Director and has determined that such compensation is reasonable;
IT IS RESOLVED AS FOLLOWS:
The Board of Directors of the Center for Animal Care and Control, Inc. ("CACC") hereby appoints Marilyn Haggerty-Blohm as Executive Director at a starting salary of $100,000 effective June 1, 1998. Further terms and conditions of employment that are usual and customary in similar positions shall be negotiated through outside counsel and the chairman of the Board of Directors is hereby authorized to execute the employment contract on behalf of the CACC.
May 29, 1998
/s/ Douglas Mansfield
Secretary (Seal)
Adopted May 29, 1998
By a vote of 4-0
Resolution 98.03
THE CENTER FOR ANIMAL CARE AND CONTROL, INC.
Unanimous Consent of Directors In Lieu
of a Meeting Pursuant to Section 708(b) of
the Not-For-Profit Corporation Law of New York
The undersigned, being all of the directors of the Center for Animal Care and Control, Inc. (tho "Corporation"), and acting by written consent in lieu of a meeting pursuant to Article 11, Section 3.7 of the Corporation's Bylaws, hereby adopt and approve the following resolution, in accordance with Section 708(b) of the Not-for-Profit Corporation Law:
RESOLVED, that the attached document entitled "Chase Investment Services Corp. - Investment Resolution for a Corporation'' is incorporated herein as Resolution 98.03.
IN WlTNESS WHEREOF, the undersigned have executed this instrument and direct that it be filed with the minutes of the proceedings of the Corporation's Board of Directors. This instrument may be executed in one or more counterparts, but all such counterparts shall constitute but one and the same instrument.
Dated as of ______, 1998
/s/ Lia Albo [August 13, 1988]
/s/ Todd Davis [August 4, 1998]
/s/ John Doherty [August __, 1998]
/s/ Yolanda Jiminez [August __, 1998]
/s/ Arlene Pedone [August __, 1998]
/s/ Dr. Daniel Ricciardi [Aug. 4, 1998]
/s/ Neal Cohen, MD [August 6, 1998]
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Chase Investment Services Corp.
Investment Resolution
For A Corporation
ACCOUNT NO.
I, Douglas Mansfield, hereby certify that I am Secretary of Center for Animal Care and Control, Inc., a corporation duly organized and existing under the laws of New York, the ("Corporation"), that the following resolutions conform with the Charter and ByLaws of the Corporation and that at a duly held meeting of a Board of Directors at which a quorum was present and acting throughout or by unanimous written consent, on the 4th day of August, 1998 the following resolutions were duly adopted, and are still in full force and effect:
Resolved that the officers and/or agents of this Corporaion named bebw are independently authorized (i) to act on behalf of the Corporaion in connection with the Corporation's ownership of investments to be purchased through Chase Investment Services Corp. ("CISC") or its affiliates, and to open investment accounts as necessary in connection with such investment; (ii) to invest such funds of the Corporaion as they deem necessary and endorse checks or other instruments for investment in such accounts; (iii) to furnish any transfer agent with instrucions to transfer or redeem any shares of such investment payable to any person or in any manner; (iv) to sell. surrender, hypothecate or redeem any investment and apply the proceeds of such sale, surrender hypothecation or redemption to the purchase of another investment on behalf of the Corporaion: and (v) to execute any necessary forms in connecion herewith.
Resolved, that the fullest authority is hereby conferred with respect to any transaction pursuant to the foregoing resolution, and any action taken by any one of the officers and/or agents named below shall be deemed to be proper in connection therewith. CISC may deal with any and all of the officers and/or agents oesignated by thls resolution as though it were dealing with the Corporation directly.
Resolved, that the Corporation hereby ratifies and confirms any and all transactions with CISC heretofore made on behalf of the Corporation.
Resolved, that this authorization shall enure to the benefit of CISC its assigns and any successor organization, irrespecive of any change or changes at any time in the personnel thereof, for any cause whatever, and shall be binding upon this Corporation and/or any successors or assigns of this Corporation by merger, sale of assets, liquidation, consolidation.
Resolved that the Officers of this Corporation or any one or more of them are hereby authorized to act for this Corporation in all other matters and transactions relating to any of its business with CISC including, but not limited to, the execution and delivery of any agreement or contracts necessary to effect the foregoing Resolutions.
Resolved that CISC is hereby released from any liability and shall be indemnified against any loss, Iiability, or expense arising from honoring any of these Resolutions.
Resolved that the foregoing does not conflict with or violate the Corporation's charter and By-laws: and that each of the foregoing Resolutions and the authority thereby conferred shall remain in full force and effect until written notice of revocation or modification shall received by CISC, provided that such notice shall not be effective with respect to any exercise of said authorities prior to receipt thereof.
Resolved, that CISC and its affiliates, and any investment company, insurance company, transfer agent. or custodian bank, may rely from time to time upon any certifications by the Secretary or an Asslstant Secretary of the Corporations as to the names of the individuals authorized to act under the above resolutions and, If requested, specimen signatures of such persons, until actual receipt by each of them of a certified copy of a resolution of the Corporation modifying or revoking any such resolution.
/s/ Marilyn Haggarty-Blohm, Executive Director
/s/ Douglas Mansfield, Secretary
/s/ Todd Davis, Treasurer
In witness whereof, I have hereunto affixed my hand and the seal of said Corporation this 6th day of August, 1998.
Corporate Seal
/s/ Douglas Mansfield
Secretary or Authorized Signatory
/s/ Todd Davis
Countersigned by Officer other than Secretary
Resolution 98.04
WHEREAS the Board of Directors has reviewed comparable salaries in evaluation of the reasonableness of the proposed compensation package for the Executive Director and has determined that such compensation is reasonable;
IT IS RESOLVED AS FOLLOWS:
The Board of Directors of the Center for Animal Care and Control, Inc. ("CACC") hereby authorizes the CACC to increase the salary of Marilyn Haggerty-Blohm to $115,000 effective September 8, 1998. The Board of Directors further authorizes the CACC to incorporate terms into Ms. Haggerty-Blohm's employment contract to allow her to carry over up to 10 sick days from one year to the next. The chairman of the Board of Directors is hereby authorized to execute this amendment to Ms. Haggerty Blohm's employment contract on behalf of the CACC.
September 8, 1998
Adopted September 8, 1998
By a vote of 5-0