The following are the complete texts of the resolutions of the CACC Board of Directors, 1995-1997
Resolution 95.1
Resolution Adopted 2/1/95
"Resolved by the Committee acting for the Board of Directors pursuant to By-Law Section 2.9 that the Executive Director may agree that the Center for Animal Care and Control, Inc. (the "Center") shall defend, indemnify and save harmless those veterinarians acting on behalf of the Center who purchase or supervise the use and handling of controlled substances in any civil or administrative proceeding arising out of any alleged act or omission which occurred or allegedly occurred while the veterinarian was acting within the scope of his or her employment and duties and not in violation of any Center rule or regulation, all subject to such reasonable requirements of timely notice and full cooperation as the Executive Director shall determine; and be it further."
"Resolved that if the proceeding finally determines that the act or omission was intentional wrong doing, grossly negligent, outside the scope of employment and duties or in violation of a Center rule or regulation, the duty to indemnify or save harmless shall terminate."
/s/ Douglas Mansfield
Secretary
Adopted 2/1/95
Unanimous, 4-0
Resolution 95.2
" Resolved that the Center for Animal Care and Control, Inc. (the "Center"), in order to fulfill its mission of providing quality and humane animal care and control services in New York City, and to ensure the public's confidence in the Center's performance of its mission, shall, as a general policy, allow access to public information to the maximum extent feasible.
/s/ Douglas Mansfield
Secretary
Adopted 3/13/95
Unanimous, 4-0
According to a CACC Freedom of Information Response, Resolutions 95.3 and 95.4 "were proposed resolutions never voted upon and thus never became final determinations or policy and as a result will not be provided"
Resolution 95.5
"Resolved pursuant to section 7.3 of the By-laws, the Board of Directors hereby amends the Corporation's By-laws by deleting the following language from Section 2.7 of the By-laws:
' The Commissioner of the Department of Health shall serve as chairperson of the Board of Directors.'
and inserting the following language in its place:
' 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.' "
/s/ Douglas Mansfield
Secretary
Adopted 3/13/95
Unanimous, 4-0
According to a CACC Freedom of Information Response, Resolution 95.6 was a "proposed resolution never voted upon and thus never became final determinations or policy and as a result will not be provided"
Resolution 95.7
"Resolved that the Board of Directors direct the Corporation to amend its Certificate of Incorporation by deleting the following language from the fifth paragraph of the Certificate of Incorporation:
'the Corporation is not empowered to attempt to influence legislation by propaganda or otherwise, or participate or intervene, directly or indirectly, in any political campaign on behalf of or in opposition to any candidate for public office.'
and inserting the following language in its place:
'except to the extent permitted by the Internal Revenue Code, the Corporation shall not carry on propaganda or otherwise attempt to influence legislation. The Corporation shall not participate in or intervene in (including by the publishing or distributing of statements) any political campaign on behalf of or in opposition to any candidate for public office.' "
/s/ Douglas Mansfield
Secretary
Adopted 3/13/95
Unanimous, 4-0
Proposed Resolution 95.8
"Resolved pursuant to Section 7.3 of the By-laws, the Board of Directors hereby amends the Corporation's By-laws to increase the number of Directors to seven by deleting the following language from Section 2.2 of the By-laws:
'five (5)'
and inserting the following language in its place:
'seven (7)';
and deleting the following language from Section 2.2 of the By-laws after the heading Appointed Directors:
'Two'
and inserting the following language in its place:
'Three'
and inserting the following language in Section 2.2 of the By-laws after the sentence beginning with roman numeral (iii):
'and (iv) an official or employee of the City of New York to be determined by the Mayor of the City of New York or the First Deputy Mayor.'
and deleting the following language from Section 2.2 of the By-laws immediately before roman numeral (iii):
'and';
and deleting the following language from Section 3.6 of the By-laws:
'three'
and inserting the following language in its place:
'four'."
Adopted 6/1/95
Unanimous, 4-0
/s/ Douglas Mansfield
Secretary
Resolution 95.9
"Resolved that the Board of Directors hereby appoint John Doherty as acting Chairperson until such time when the present Chairperson returns to her ex-officio capacity or her present term as Chairperson expires, whichever occurs first."
Adopted 7/3/95
Unanimous, 3-0
/s/ Douglas Mansfield
Secretary
Resolution 95.10
"Resolved that the Board of Directors recommend to the Mayor of the City of New York or his First Deputy Mayor that Rosemary Joyce be appointed a Director of the Board of Directors of the Center for Animal Care and Control, Inc."
Adopted 7/31/95
Unanimous vote 4-0
/s/ Douglas Mansfield
Secretary
Resolution 95.11
"Resolved that the Board of Directors recommend to the Mayor of the City of New York or his First Deputy Mayor that the Commissioner of the Department of Parks and Recreation or his duly selected designee be appointed an Ex Officio Director of the Board of Directors of the Center for Animal Care and Control, Inc."
Adopted 7/31/95
Unanimous vote 4-0
/s/ Douglas Mansfield
Secretary
Resolution 95.12
"Resolved that the Center for Animal Care and Control, Inc. acting as guardian of animals within its possession shall not make said animals available for practice endotracheal intubations by emergency medical technicians."
Adopted 11/13/95
Unanimous Vote 4-0
/s/ Douglas Mansfield
Secretary
(seal)
Resolution 95.13
"Resolved that the Board of Directors hereby appoints Todd Davis as a Director of the Board of Directors of the Center for Animal Care and Control, Inc."
Adopted 9/20/95
Unanimous vote 3 - 0
/s/ Douglas Mansfield
Resolution 95.14
"Resolved pursuant to Section 7.3 of the By-laws, the Board of Directors hereby amends the Corporation's By-laws to decrease the Ex-Officio Directors by one and increase the Appointed Directors by one by:
deleting the following language from Section 2.2 of the By-laws after the heading Appointed Directors:
'Three'
and inserting the following language in its place:
'Four'
and deleting the following language in Section 2.2 of the By-laws after the sentence beginning with roman numeral (iii):
'and (iv) an official or employee of the City of New York to be determined by the Mayor of the City of New York or the First Deputy Mayor.'
and adding the following language from Section 2.2 of the By-laws immediately before roman numeral (iii):
'and';
and deleting the following language from Section 3.6 of the By-laws:
'four'
and inserting the following language in its place:
'three'."
Adopted 9/20/95
Unanimous Vote 3 - 0
/s/ Douglas Mansfield
Secretary
(seal)
Resolution 95.15
"Resolved pursuant to Section 7.3 of the By-laws, the Board of Directors hereby amend the Corporation's By-laws regarding the right to and conditions of indemnification by: deleting the following language from Section 5.1 of the By laws:
'and employee or other person acting for the Corporation at the request of the Board of Directors'
and inserting the following language in Section 5.1 of the By-laws immediately after the words 'Alternate Director':
'or';
and hereby inserting the following language in Section 5.1 of the By-laws after the words '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',
and deleting the following language from Section 5.2 (b) of the By-laws:
'reasonably prompt'
and inserting the following language in Section 5.2 of the By-laws after the words 'the Corporation of written notice of the action, suit or proceeding,':
'within 15 days following receipt of notice thereof'
and inserting the following language at the end of Section 5.2 of the By-laws:
'For the purpose of this section, unlawful conduct shall mean conduct that is violative of criminal law' "
Adopted 11/13/95
Unanimous Vote 4-0
/s/ Douglas Mansfield
Secretary
(seal)
According to a CACC Freedom of Information response,
"Resolution number 96.1 was reserved but never used."
Resolution 96.2
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, that the executive director is authorized to execute, in the name and behalf of this corporation, a contract between this corporation and the City of Now York, for supplying animal control services in New York City, upon such terms and conditions as may be agreed upon between him 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 Dlrectors. 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 January ___, 1996
/s/ Walter Alicea [1/9/96]
/s/ Jane Bicks, DVM [not dated]
/s/ Todd Davis [1/5/96]
/s/ John Doherty [1/5/96]
/s/ Rosemary Joyce [1/5/96]
/s/ Margaret Hamburg, MD [1/9/96]
The undersigned hereby recuses
herself from the vote upon
Resolution 96.1
Adopted 1/9/96
Unanimous Vote 6-0
/s/ Douglas Mansfield
Secretary
Resolution 96.3
IT IS RESOLVED AS FOLLOWS:
The Board of Directors acting pursuant to section 2.7 of the By-laws, hereby elect John Doherty as the Chairperson of the Board of Directors of the Center for Animal Care and Control, Inc.
Adopted 1/30/96
Unanimous vote 5-0
/s/ Douglas Mansfield
Secretary
Resolution 96.4
IT IS RESOLVED AS FOLLOWS:
Pursuant to Section 7.3 of the By-laws, the Board of Directors hereby amend the Corporation's By-laws to change the fiscal year of the Corporation so it shall end on December 31 by:
deleting the following language from section 7.1
"June 30"
and inserting the following language in its place:
"December 31"
Adopted 2/29/96
Unanimous Vote 5-0
(Including 3 ex-officio members)
/s/ Douglas Mansfield
Secretary (seal)
Resolution 96.5
IT IS RESOLVED AS FOLLOWS:
Power of the Executive Director: The Executive Director is authorized, subject to further order of this Board, to manage the business and affairs of this corporation, with the specific powers to engage employees and to fix their compensation and other terms of employment, to purchase inventory and other required items, to supervise management of the shelters, adoptions, public relations and finances, and to execute contracts necessary to carry on the business and affairs of this corporation.
Adopted 2/29/96
Unaimous Vote 4-0
/s/ Douglas Mansfield
Secretary (seal)
Resolution 96.6
IT IS RESOLVED AS FOLLOWS:
Executive Committee. An Executive Committee consisting of John Doherty, Todd Davis and Rosemary Joyce are hereby appointed to supervise the affairs of this Corporation, and that this Committee shall report to the Board of Directors from time to time or whenever requested to do so by the Board.
Adopted 2/29/96
Unanimous vote 5-0
(including 3 ex-officio members)
/s/ Douglas Mansfield
Secretary (seal)
Resolution 96.7
IT IS RESOLVED AS FOLLOWS:
The Board of Directors direct the Corporation to amend its Certificate of Incorporation by amending the following articles as indicated:
THIRD: The Corporation is formed for the [{DELETE} public and] charitable purposes of providing animal care and control services in the City of New York ("the City") thereby lessening the burdens of government on behalf of the City, [{DELETE} acting in the pubic interest and]and [{ADD} promoting the social welfare by] carrying out the [{DELETE} essential public]functions that relate to animal care and control, the prevention and control of zoonotic diseases which may be transmissible to humans, and the control of vicious or dangerous animals and[{ADD} educating the public about responsible pet ownership.] The Corporation shall not be vested with any special powers by virtue of Section 1403 of the Not-For-Profit Corporation Law nor shall it be deemed a corporation for the prevention of crueity to animals.
FOURTH: The Corporation is formed for the following lawful [{DELETE} public] [{ADD} corporate] objectives:
(1) to perform on behalf of the City or any agency of the City any functions or duties relating to animal care and control, including those for which the City or an agency of the City is authorized or permitted to contract with a not-for-profit corporation pursuant to Chapter 115 of the Laws 1894, as amended, or other applicable law, relating to animal care and control, including, but not limited to the following:
(a) to identify, seize, hold, observe and evaluate animals which are or may be a threat to public health because they present a risk of disease transmission or injury, dogs which are unlicensed, and cats the owners of which are not identified;
(b) to acquire, establish, maintain and operate facilities to shelter, hold, examine, test, treat otherwise control and dispose of those animals which the Corporation or the City has seized or accepted for shelter;
(c) to humanely euthanize animals in its custody which have not be claimed by their owners or adopted or which are a threat to public health;
(d) to seize, hold, observe, test and otherwise control dogs, cats and other animals to prevent public health nuisances;
(e) to identify, seize, hold, evaluate and euthanize vicious animals;
(f) to issue licenses and renewals and to collect the fees therefore.
(2) to promote or provide outreach programs, publicity campaigns and other services for the prevention and control of disease that are transmissible from animals to humans and nuisances and other conditions in which the presence of animals is or may be dangerous or detrimental to human health.
(3) to promote or provide programs and services to control the population of unlicensed dogs, cats the owners of which are unidentified and other live animals, including services for the spaying or neutering of such animals.
(4) to provide services for the adoption of dogs, cats and other animals in the custody of the Corporation.
(5) [{ADD} to educate the public about responsible pet ownership and companionship.]
(6) to recruit and organize volunteers to assist in the implementation of the Corporation's programs and services.
(7) to take such other actions to promote and protect the environment in the City for residents and businesses by assisting the City in controlling and by otherwise fostering the care and control of animals.
ELEVENTH: The Secretary of State of the State of New York is designated the agency of the Corporation upon whom process against it may be seNed. The post office address to which the Secretary of State shall mail a copy of any process against the Corporation served upon the Secretary of State as agency of the Corporation is [{DELETE} New York City Corporation Counsel, 100 Church Street, New York, NY 100071 UADD} c/o Executive Director, Center for Animal Care and Control, Inc. 11 Park Place, New York, NY 10007.]
TWELFTH: The number of directors of the Corporation shall be such number, not fewer than three, as may be fixed by or pursuant to the By-laws. [{DELETE} and until otherwise so fixed shall be three. Directors need not be members. The initial directors of the Corporation who shall serve until the first annual meeting of members or until their respective successors shall have been elected, shall be:
Name, Address
Wilfredo Lopez, 125 Worth Street, tNew York, New York 10013
Salvador Uy, City Hall (No Street Address), New York, New York 10007
Elizabeth Cucchiaro, 100 Church Street, 20th floor, New York, New York 10007]
[{ADD} The Corporation shall have no members.]
Approved Unanimously
5 - 0
on May 29, 1996
/s/ Douglas Mansfield
Secretary (seal)
Resolution 96.8
IT IS RESOLVED AS FOLLOWS:
The Board of Directors hereby adopt the Internal Control Manual dated May 29, 1996.
Adopted May 29, 1996
Unanimous vote 5 - 0
(including 3 ex-officio members)
/s/ Douglas Mansfield
Secretary (seal)
Resolution 96.9
IT IS RESOLVED AS FOLLOWS:
The Board of Directors hereby authorize the Center for Animal Care and Control's application to the Department of Social Services for a license for public solicitation.
Adopted May 29, 1996
4 - 0 vote
/s/ Douglas Mansfield
Secretary (seal)
Resolution 96.10
"Resolved that the Board of Directors recommended to the Mayor of the City of New York or his First Deputy Mayor that Lia Albo be appointed a Director of the Board of Directors of the Center for Animal Care and Control Inc."
Adopted August 21, 1996
Unanimous vote 5 - 0
(Including all 3 Ex-officio members)
/s/ Douglas Mansfield
Secretary (seal)
Resolution 96.11
"Resolved that the Board of Directors recommended to the Mayor of the City of New York or his First Deputy Mayor that Louise Murray be appointed a Director of the Board of Directors of the Center for Animal Care and Control Inc."
Adopted August 21, 1996
Unanimous vote 5 - 0
(Including all 3 Ex-officio members)
/s/ Douglas Mansfield
Secretary (seal)
Resolution 96.12
IT IS RESOLVED AS FOLLOWS:
The Center for Animal Care and Control, Inc. needs first to ensure that its directors and staff have a shared belief in its mission and essential values and sufficient commitment to give the time and resources needed.
However, also mindful of an overall mission to better American society the Center for Animal Care and Control, Inc. affirms its commitment to reflecting that society's diversity in its Board of Directors, staff and programs.
/s/ Douglas Mansfield
Secretary (seal)
Adopted Dec. 2, 1996
Unanimous vote 7 - 0
Resolution 96.13
IT IS RESOLVED AS FOLLOWS:
'Each director must attend a minimum of four Board meetings per year. If a director fails to meet this minimum, his or her office will become vacant for the remainder of the term. At the discretion of the Chairman, imposition of this rule may be waived due to extenuating circumstances'.
December 2, 1996
/s/ Douglas Mansfield
Secretary (seal)
Approved Dec. 2, 1996
Unanimous vote 7 - 0
Resolution 96.14
IT IS RESOLVED AS FOLLOWS:
"Pursuant to Section 7.3 of the By-law, the Board of Directors hereby amend the corporation's By-laws regarding conflicts of interest as follows:
inserting the following language at the end of Section 6.2 of the By-laws:
'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'.
and inserting the following language in Section 6.3 of the By-laws immediately after the words "be defined as a ":
'Director, Alternate Director or officer or said person's immediate family who has a';
and inserting the following language as a new Section 6.4 of the By-laws:
'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'.
/s/ Douglas Mansfield
Secretary (seal)
Approved Dec. 2, 1996
Unanimous vote 7 - 0
Resolution 97.01
IT IS RESOLVED AS FOLLOWS:
The Board of Directors of the Center for Animal Care and Control, Inc. (the "CACC") hereby appoints Marilyn Blohm as Acting Executive Director, until such time as the CACC hires a permanent Executive Director.
June 23, 1997
/s/ Douglas Mansfield
Secretary (seal)
Adopted June 23, 1997
By a vote of 5-2, including
all 3 ex-officio members in favor.
Resolution 97.02
IT IS RESOLVED AS FOLLOWS:
An Executive Director Search Committee is hereby created consisting of John Doherty, Todd Davis and Lia Albo to conduct a search for a permanent Executive Director, and that this Committee shall report to the Board of Directors from time to time or whenever requested to do so by the Board.
June 23, 1997
/s/ Douglas Mansfield
Secretary (seal)
Adopted June 23, 1997
By a vote of 6 - 0
97.03
[CACC letterhead]
To: Marilyn Haggerty-Blohm Acting Executive Director
From: John J. Doherty, Chair
Subj: Salary Increase for Douglas Mansfield
Date: September 9, 1997
The Board of Directors, in executive session, at the board meeting of September 9, 1997 voted to increase the salary of Douglas Mansfield. Secretary/General Counsel, to $75,000 annually effective September 1, 1997.
A quorum of directors consisting of Lia Albo, Benjamin Mojica, Arlene Pedone and John Doherty, chair, were in attendance with all voting for the increase.
Sincerely,
/s/ John J. Doherty
Chalr
c. All Board Members
Resolution 97.04
WHEREAS, the Center for Animal Care and Control (the "CACC") is a private not-for-profit corporation duly organized under the laws of the State of New York for the purpose of providing the people of the City of New York with quality and humane animal care and control services; and
WHEREAS, although not subject to the provisions of the Public Officers Law §84 et seq. ("Freedom of Information Law") or the Public Officers Law §100 et seq. ("Open Meetings Law") CACC recognizes, in order to ensure the public's confidence, the importance of allowing public access to public information to the maximum extent feasible and consistent with its mission; it is hereby
RESOLVED, that when a request is made purportedly pursuant to the Freedom of Information Law, CACC shall, as part of its general corporate policy, allow access to records in its possession to the same extent that such records would be subject to disclosure under the Freedom of Information Law; and it is further
RESOLVED, that CACC shall, as part of its general corporate policy, allow the general public to attend its Board of Directors' meetings to the same extent that such meetings would be open to the public under the Open Meetings Law.
/s/ Douglas Mansfield
Secretary (seal)
Adopted November 18, 1997
By a vote of 7-0
Resolution 01.01
IT IS RESOLVED AS FOLLOWS:
That the Center for Animal Care and Control, Inc. (the "Corporation") enter into the contractual agreement with the City of New York through the NYC Department of Health known as the "5th Amendment" for the period of January 1, 2001 to June 30, 2001, and it is further
RESOLVED, that the Executive Director of the Corporation be and she is authorized to take all appropriate steps and execute all documents necessary to effectuate the transaction authorized herein.
January 4, 2001
/s/ Douglas M. Mansfield
(Secretary (Seal)
4-0-1
on January 4, 2001
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. (the "Corporation"), and acting by written consent in lieu of a meeting pursuant to Article ll, Section 3.7 of the Corporation's Bylaws, hereby adopt and approve the following resolution, in accordance with Sections and 509 and 708(b) of the Not-for-Profit Corporation Law.
RESOLVED, that the Center for Animal Care and Control, Inc. Iease the premises owned by 11 Park Place LLC and known as 11 Park Place, New York, New York Suites 805 and 801 from 11 Park Place LLC for a period of ten (10) years, at an annual rental of $27 per square foot for the first five years and $34 per square foot for the last five years plus escalations, and it is further
RESOLVED, that the officers of the Center for animal Care and Control, Inc. be and they hereby are authorized to take all appropriate steps and execute all documents necessary to effectuate the transaction authorized herein and is incorporated herein as resolution 00.1.
IN WITNESS WHEREOF, the undersigned have executed this instrument and direct that it be filed with the minutes of the proceedlngs 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.
/s/ Lia Albo
/s/ Kevin Farrell
/s/ Dr. Daniel Ricciardi
/s/ Yolanda Jimenez
/s/ Arlene Pedone
/s/ Neal Cohen, MD
