The following is the complete texts of the minutes of the CACC board meetings from 1994, prior to commencing operations.
MINUTES OF ORGANIZATION MEETING
THE CENTER FOR ANIMAL CARE AND CONTROL, INC.
The organization meeting of the initial directors of The Center for Animal Care and Control, Inc., a domestic not-for profit corporation, was held at the office of Wilfredo Lopez, General Counsel of the Department of Health of the City of New York, 125 Worth Street, New York, New York 10013, on September 1, 1994, at 4:00 p.m.
The following director.s were present in person:
Wilfredo Lopez
Salvador Uy
Elizabeth J. Cucchiaro.
Also present by invitation were William Spadaro, Deputy General Counsel of the Department of Health, Christopher Wolfe, Assistant Corporation Counsel, and Susan Forsyth, Assistant Corporation Counsel,.and Susan Forsyth, Assistant Corporation Counsel .
Said directors are all of the initial directors of the Corporation.
On motion duly made and seconded, Elizabeth J. Cucchiaro was chosen chairperson of the meeting and Wilfredo Lopez, secretary of the meeting.
The secretary presented and read the waiver of notice of the organization meeting signed by each of the initial directors and was instructed to enter said waiver in the minute book.
The chairperson reported that the Secretary of State of the State of New York had filed the certificate of incorporation of the Corporation on August 23, 1994. The secretary was then instructed to cause a copy of said certificate of incorporation and the receipt of the Department of State to be entered in the minute book.
The secretary then presented a form of by-laws for the regulation of the affairs of the Corporation, copies of which had been given to the initial directors for their review prior to the meeting. Upon motion duly made and seconded, the said by-laws were unanimously adopted, and the secretary was instructed to enter said by-laws in the minute book immediately following the certificate of incorporation.
There being no further business, on motion duly made, seconded and carried, the meeting thereupon adjourned.
Dated: September 1, 1994
/s/ Wilfredo Lopez
Secretary of the Meeting
The Center for Animal Care and Control, Inc.
Waiver of Notice of Organizational Meeting
The undersigned, being the initial directors of The Center for Animal Care and Control, Inc., a not-for-profit corporation organized under the laws of the State of New York, do each hereby waive notice of the time, place and purpose of the organization meeting of said corporation pursuant to section 405 of the New York Not-for-Profit Corporation Law and do hereby consent that said meeting be held at the office of Wilfredo Lopez, the Department of Health, 125 Worth Street, New York, New York 10013, on September 1, 1994 at 4:00 p.m. for the purpose of adopting by-laws and transacting such other business as may properly come before the meeting.
/S/ Wilfredo Lopez
/s/ Salvadore Uy
/s/ Elizabeth Cucchiaro
AGENDA
SPECIAL MEETING OF THE BOARD OF DIRECTORS
THE CENTER FOR ANIMAL CARE AND CONTROL, INC.
SEPTEMBER 1, 1994
1. Dr. Hamburg calls the meeting to order.
2. Dr. Hamburg Asks Wilfredo Lopez to Act as Secretary of the meeting.
3. Wilfredo Lopez presents the waiver of the notice of meeting.
4. Dr. Hamburg makes a motion to enter said waiver of notice in the minute book.
5. Dr. Hamburg declares a quorum to be present and
6. Dr. Hamburg presents the Corporation's mission.
7. Dr. Hamburg makes a motion to have the actions of the initial directors ratified, said motion to read as follows:
RESOLVED, that the by-laws adopted at the organization meeting of the initial directors and made a part of the minutes of said meeting, be and they hereby are ratified as the by-laws of this corporation, and it is further
RESOLVED, that all of the acts taken and decisions made at the organization meeting of initial directors of the corporation be and they hereby are ratified, adopted and confirmed by this Board of Directors.
8. Dr. Hamburg reports to the Board what the plan is for the search and selection of an Executive Director of the Corporation.
9. Dr. Hamburg makes a motion to have Dr. Jane R. Bicks elected to the position of Acting Secretary to the Corporation until such time as a Secretary is elected.
10. Dr. Hamburg makes a motion to have Mr. Walter Alicea elected to the position of Acting Treasurer to the Corporation until such time as a Treasurer is elected.
11. Dr. Bicks presents to the Board a proposed contract between the City of New York and the Corporation for the provision of animal care and control services.
12. Wilfredo Lopez reads the following resolution to the Board for its consideration:
WHEREAS, the proposed contract would permit the Corporation to render Animal Care and Control services to The City of New York and to thereby promote the purposes and achieve the objectives set forth in the Certificate of Incorporation of the corporation; it is therefore
RESOLVED, that Commissioner Doherty be hereby directed to execute the proposed contract or a contract having terms substantially as set forth in the proposed contract, on behalf of the corporation; and it is further
RESOLVED, that the acting officers and Directors of the Corporation being one and the same are hereby authorized and directed to take such other and further actions to carry out the purposes of this resolution.
13. Dr. Hamburg announces that she will recuse herself from voting on the foregoing resolution.
14. Dr. Bicks moves adoption of the resolution and the other Board members, with the exception of Dr. Hamburg, second and vote upon the resolution.
15. Dr. Hamburg reports to the Board that a law firm representing the Union for the A.S.P.C.A.'s employees has contacted her, in her capacity as Commissioner of Health, demanding to collectively bargain with the City of New York. As this is an issue for the Corporation, and not the City, Dr. Hamburg refers the matter to the Corporation by providing copies of the law firm's letter and recommends that the Board discuss it at its next meeting.
16. The next meeting is scheduled.
17. Dr. Hamburg asks Dr. Bicks, the Acting Secretary, to give notice of the next meeting or obtain waivers thereof as required by the by-laws.
18. Dr. Hamburg makes a motion to adjourn the meeting.
The Center for Animal Care and Control, Inc.
Waiver of Notice of a Special Meeting
The undersigned, being the directors of The Center for Animal Care and Control, Inc., a not-for-profit corporation organized under the laws of the State of New York, do each hereby waive notice of the time, place and purpose of a special meeting of the directors of said corporation pursuant to section 711 of the New York Not-for-Profit Corporation Law and do hereby consent that said meeting be held on September 1, 1994, at 4:30 p.m., at the office of the Commissioner of the Department of Health, 125 Worth Street, New York, New York 10013, for the purpose of deciding whether the corporation will enter into a proposed contract between the corporation and the City of New York for the provision of animal care and control services, and transacting such other business as may properly come before the meeting.
Dated: September 1, 1994
/s/ Margaret A. Hamburg, M.D.
Commissioner of the Department of Health
/s/ John J. Doherty
Commissioner of the Department of Sanitation
Walter Alicea
Deputy Commissioner in Charge of Community Affairs
/s/ Jane R. Bicks, D.V.M.
MINUTES OF SPECIAL MEETING OF DIRECTORS
THE CENTER FOR ANIMAL CARE AND CONTROL, INC.
A special meeting of the directors of The Center for Animal Care and Control, Inc., a domestic not-for-profit corporation, was held at the office of the Commissioner of the Department of Health of the City of New York, 125 Worth Street, New York, New York 10013, on September l, 1994.
The following directors were present in person:
Margaret A. Hamburg, M.D.
John J. Doherty
Jane R. Bicks, D.V.M., and Walter Alicea, Deputy Commissioner in Charge of Community Affairs for the Police Department, participated in the meeting by telephone. Said directors are all of the Appointed and Ex Officio Directors of the Corporation currently in office. The office of one Appointed Director is vacant.
Also present by invitation were Salvador Uy, Office of the Deputy Mayor for Operations, Elizabeth J. Cucchiaro, Office of Operations, Enid Carruth, Deputy Commissioner for Environmental Services of the Department of Health, Wilfredo Lopez, General Counsel of the Department of Health, William Spadaro, Deputy General Counsel of the Department of Health, Christopher Wolfe, Assistant Corporation Counsel, and Susan Forsyth, Assistant Corporation Counsel.
Acting as Chairperson of the Board of Directors pursuant to the by-laws of the Corporation, Dr. Margaret A. Hamburg called the meeting to order at 5:00 p.m. and asked Wilfredo Lopez to act as secretary of the meeting.
The secretary presented and read the waiver of notice of the meeting signed by each of the directors. Upon motion made, seconded and carried, the .secretary was instructed to enter said waiver in the minute book. The secretary verified that the Directors were able to hear the two Directors participating by telephone and that the latter two Directors were able to hear each other and the Directors in Dr. Hamburg's office.
The Chairperson then stated that a quorum was present.
The Chairperson described the mission of the Corporation.
Upon motion duly made, seconded and carried, it was
RESOLVED, that the by-laws adopted at the organization meeting of the initial directors and made part of the minutes of said meeting, be and they hereby are ratified as the by-laws of this Corporation; and it is further
RESOLVED, that all of the acts taken and decisions made at the organization meeting of initial directors of the Corporation be and they hereby are ratified, adopted and confirmed by this Board of Directors.
The Chairperson reported to the Board that a search was underway on behalf of the Corporation for a person to serve as Executive Director thereof and discussed with the Directors the screening process, the current schedule for interviews and the role of the Directors in the recruitment and hiring process.
On motion duly made, seconded and carried, the following individuals were unanimously elected to the following offices of the Corporation:
Acting Secretary - Jane R. Bicks, D.V.M.
Acting Treasurer - Walter Alicea
Dr. Bicks presented to the Board a proposed contract between the City of New York and the Corporation for the provision of animal care and control services. A copy of a draft is annexed hereto as exhibit "A".
Drafts of the contract had been circulated to the Directors prior to the meeting. Mr. Spadaro described changes incorporated in the draft presented at the meeting and reviewed the budget for the contract. Mr. Spadaro and Dr. Bicks, both of whom had studied the contract, responded to questions regarding its provisions.
After discussion by the Board, the secretary of the meeting read the following resolution to the Directors for their consideration:
WHEREAS, the proposed contract would permit the Corporation to render animal care and control services to The City of New York and to thereby promote the purposes and achieve the objectives set forth in the Certificate of Incorporation of the Corporation; it is therefor
RESOLVED, that the Commissioner Doherty be and he hereby is directed to execute the proposed contract or a contract having terms substantially as set forth in the proposed contract, on behalf of the Corporation; and it is further
RESOLVED, that the acting officers and Directors of the Corporation, being one and the same, are hereby authorized and directed to take such other and further actions to carry out the purposes of this resolution.
Dr. Hamburg announced that she would recuse herself from voting upon the foregoing resolution.
Upon motion duly made, seconded and carried, said resolution was unanimously approved by the Appointed and Ex Officio Directors present, including the two Directors participating by telephone, with the exception of Dr. Hamburg.
The Directors present asked the Acting Secretary to schedule the next meeting of the Board of Directors and to give notice or obtain waivers thereof as required by the by-laws.
There being no further business, on motion duly made, seconded and carried, the meeting thereupon adjourned at 5:30 p.m.
Dated: September 1, 1994
/s/ Wilfredo Lopez
Secretary of the Meeting
Adopted by the Board of Directors on 9/14/94
/s/ W. Lopez
The Center for Animal Care and Control, Inc.
Waiver of Notice of a Special Meeting
The undersigned, being the directors of The Center for Animal Care and Control, Inc., a not-for-profit corporation organized under the laws of the State of New York, do each hereby waive notice of the time, place and purpose of a special meeting of the directors of said corporation pursuant to section 711 of the New York Not-for-Profit Corporation Law and do hereby consent that said meeting be held on September 14, 1994, at 9:30 a.m., at the office of the Commissioner of the Department of Health, 125 Worth Street, New York, New York 10013, for the purpose of transacting such business as may properly come before the meeting.
Dated: September 14, 1994
/s/ Margaret A. Hamburg, M.D.
Commissioner of the Department of Health
/s/ John. J.Doherty,
Commissioner of the Department of Sanitation
/s/ Walter Alicea,
Deputy Commissioner in Charge of Community Affairs
/s/ Jane Bicks, D.V.M
The Center for Animal Care and Control, Inc.
Waiver of Notice of a Special Meeting
The undersigned, being the directors of The Center for Animal Care and Control, Inc., a not-for-profit corporation organized under the laws of the State of New York, do each hereby waive notice of the time, place and purpose of a special meeting of the directors of said corporation pursuant to section 711 of the New York Not-for-Profit Corporation Law and do hereby consent that said meeting be held on October 5, 1994, at 9:30 a.m., at the office of the Commissioner of the Department of Health, 125 Worth Street, New York, New York 10013, for the purpose of transacting such business as may properly come before the meeting.
Dated: ___________, 1994
/s/ Margaret A. Hamburg, M.D.
Commissioner of the Department of Health
/s/ John. J.Doherty,
Commissioner of the Department of Sanitation
Walter Alicea,
Deputy Commissioner in Charge of Community Affairs
/s/ Jane Bicks, D.V.M
The Center for Animal Care and Control, Inc.
Waiver of Notice of a Special Meeting
The undersigned, being the directors of The Center for Animal Care and Control, Inc., a not-for-profit corporation organized under the laws of the State of New York, do each hereby waive notice of the time, place and purpose of a special meeting of the directors of said corporation pursuant to section 711 of the New York Not-for-Profit Corporation Law and do hereby consent that said meeting be held on November 2, 1994, at 9:30 a.m., at the office of the Commissioner of the Department of Health, 125 Worth Street, New York, New York 10013, for the purpose of transacting such business as may properly come before the meeting.
Dated: November 2, 1994
/s/ Margaret A. Hamburg, M.D.
Commissioner of the Department of Health
/s/ John. J.Doherty,
Commissioner of the Department of Sanitation
Walter Alicea,
Deputy Commissioner in Charge of Community Affairs
/s/ Jane Bicks, D.V.M
AGENDA
THE CENTER FOR ANIMAL CARE AND CONTROL, INC
BOARD OF DIRECTORS MEETING
NOVEMBER 3, 1994
I. INTERVIEW/SELECTION OF ELIZABETH MONACO AS FIFTH BOARD MEMBER
II. DISCUSSION OF EXPANSION OF BOARD
III. REPORT ON HIRING OF STAFF AND OTHER START UP -- M. KURTZ
IV. INTERVIEW WITH DAN RUSSEL -- CANDIDATE FOR DEPUTY DIRECTOR
V. PATTERSON, BELKNAP, WEBB & TYLER REPRESENTATION -- S. YOUNGER
--TERMS OF PRO BONO REPRESENTATION
--EMPLOYMENT CONTRACT FOR M. KURTZ
--CONTINGENCIES -- CONTRACTS WITH OTHER SHELTERS
--NEGOTIATIONS WITH ASPCA
--501(C)(3) APPLICATION
