AMENDED by-laws

of

the center for animal care and control, inc.

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, (ii) the Commissioner or Acting Commissioner of the Department of Sanitation, 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 of 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 Operations from among the candidates who have been recommended by the Nominating Committee (see Article II, Section 2.9, below).

Ex Officio Directors.  Any Ex-officio Director or Alternate Director who is an official or employee 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 Amended By-laws.  The initial Appointed Directors, to be appointed at the next annual meeting following the adoption of these Amended By-laws, shall be classified as Director A, Director B, Director C, and Director D.  The terms of office of each of these Appointed Directors shall be staggered so that at each annual meeting of the Board, the term of one Appointed Director expires.  Director A shall be appointed for the initial period of one year.  Director B shall be appointed for the initial period of two years.  Director C shall be appointed for the initial period of three years.  Director D shall be appointed for the initial period of four years.  Thereafter, each Appointed Director shall serve a term of four years.  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 Operations 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:

                                                            (i)         appointing or removing Officers of the Corporation, and fixing such Officers’ compensation;

                                                             (ii)         appointing additional Directors to the Executive Committee;

                                                               (iii)         adding to, amending, altering or repealing these Amended By-laws or the Certificate of Incorporation; and

                                                               (iv)         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 judgment 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 “The Center for 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.