When Councilmember Kathryn Freed wrote to NYS Attorney General Dennis Vacco in June 1997 asking for an opinion if the CACC by-laws conflict with not-for-profit status of the CACC, the response came back that the AG only renders such opinions to agencies.
So, SRAC rewrote and resubmitted the letter in the form of a complaint to which the AG would be obligated to respond. The complete text of such letter follows. The AG's response will be posted when it comes.
Shelter Reform Action Committee
P.O. Box 268 · NY, NY 10028 · (212) 886-3700 · firstname.lastname@example.org
visit our website: http://users.infohouse.com/srac
A coalition of animal advocate organizations and concerned citizens
United Action for Animals, Inc., Julie Van Ness, president
The Coalition for NYC Animals, Inc., Elizabeth Forel, director
Animal Adoption League Inc., Carol Caver, president
New Yorkers for Companion Animals, Inc., Patty Adjamine, director
The Caring Corps, Inc., Livi French, executive director
In Defense of Animals, Inc., Barbara Stagno, notheast director
Marie Mar · Gary Kaskel · Karen Harris
February 25, 1998
Ms. Karin K. Goldman
Assistant Attorney General
120 Broadway, 3rd floor
New York, NY
Re: The Center for Animal Care and Control, Inc.
Dear Ms. Goldman:
We wish to file a complaint regarding what we believe is the unlawful operation of a NY State not-for-profit corporation. Such corporation's by-laws specifically make its board of directors beholden to an outside influence -- in contravention to the charitable purpose of such corporation.
The Center for Animal Care and Control, Inc. (CACC) contracts with the NYC Department of Health (DOH) to provide animal care and control services in New York City. The CACC was incorporated on August 23, 1994, under Section 402 of the New York State Not-For-Profit Corporation Law for "the public and charitable purposes of providing animal care and control services in the City of New York . . . Thereby lessening the burdens of government on behalf of the City." The New York City Corporation Counsel was the incorporator of the CACC.
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 appointed director may be removed with or without cause at any time by the Mayor or the Deputy Mayor for Operations.
The CACC's 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.
Such arrangement completely compromises the integrity of the CACC board, as it brings political influence directly into its decision making process. We know of no other charitable corporation whose board must directly answer to a politician, or any other outsider.
An example of the abuse of such unlawful arrangement occcurred on June 16, 1996, when Deputy Mayor Randy Mastro removed two of the CACC's appointed directors. 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 noteworthy 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.
Because the CACC's by laws specifically grant this power to the Deputy Mayor, we believe such by-laws clearly conflict with the New York Not-for-Profit Corporation Law, as Section 706 of the Not-for-Profit Corporation Law reserves to a particular not for-profit corporation's board members or directors only the power to remove a director.
The CACC has been surrounded in controversy since its inception, having been the subject of numerous press exposes and a NY City Council investigation. The CACC stands accused of not performing its corporate function in a satisfactory manner specifically because of its board's dependence on an outside political entity that wishes to keep quiet the CACC's destruction of more than 175,000 healthy, adoptable companion animals since it began operating. We have evidence that the corporation has also violated, and continues to violate, a NY State law requiring a 48-hour holding period for stray animals it receives prior to destroying such animals, not to mention violating the rights of the citizens whose property it has destroyed. How can a corporation cure such defects if its mission is interfered with by politicians?
In short, we believe the CACC operation is unlawful, and write to demand that your office investigate this matter further, and promptly act to protect the interest of the public.
For documentation to any referenced matter in this letter, you may go to our Internet site at: http://users.infohouse.com/srac, where the complete texts of such documents are posted. Thank you.
/s/ Gary Kaskel
Shelter Reform Action Committee