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NFAWL Contract
Town H~, 58095 M~ain Road P.O. Box 1179 Sou'~noM, New York 11971 Fax (831) 705-~t45 Telephone (851) 7~5-1800 southo~dto~.no~ork.net TOV~N OF $OUTHOLD TE~IS IS TO CERTiFY TELtT Tm FOLLOWING I~SOLUTION NO. 355 OF 2~)04 WAS ~OFTED AT T~ ~GUL~ ~ET~G O~ ~ SOU~OLD TO~ ~SOL~D ~ai ~c To~ Board of/h~ To~ of Sou~old hereby auth~ Su~r ~oshu2 Y. ~n to execute the A~menl ~lw~ the T~wn ef S~u~h~d and t~e N~h F~rk Animal Welfare L~u~ ~nc. for a te~ of fora' (4) ye~s commencing Janu~ 1, 2004 and end~g on D~ember 31, 2007, reg~g ~e SoW~old To~ ~mal Shetter, subjec<: to flze approv~ of the To~ Attorney, for ~e fotloMng amo~ts: 2004 $156,000 2005 $162,240 2006 $t68,730 2007 $t75,479 E~Zz~belh A. Newige Town C~erk PATi~ICIA A. F][NN~IGAN TOWN ATTORNEY patricia.finnegan@town.southold.ny.us ASSISTANT TOWN ATTORNEY kieran.corcoran@town.southoid.ny.us ASSISTANT TOWN ATTORNEY lcri.mentefusco @t own.scuthv]d.ny.us Supervisor Town Hall, 53095 Route 25 P.©. Box 1179 Southald, New York 11971-0959 Telephone (631) 765-1939 Facsimile (631) 765-1823 OFF][C~ OF T]~E TOWN TOWN OF SOUTHOLD To: Elizabeth A. Neville, Town Clerk From: Patricia A. Finnegan Town Attorney Date: May 12, 2004 Subject: Agreement Between the Town of Southo~d and The North Fork Anima~ Weffare League, ~nc. For your records, attached is the original fully executed Agreement in connection with the referenced matter along with copies of the following documents provided to us by the League: 1. Certificate of Insurance with respect to liability insurance; 2. Certificate of Workers' Compensation Insurance; 3. The League's Application for Certificate of Compliance with Disability Benefits Law; 4. The League's Amended and Restated By-Laws; and 5. Certificate of Incorporation. Thank you for your attention. PAF/Ik Enclosut,es cc: Members of the Town Board (w/encls.) AGREEMENT BETWEEN THE TO~;N OF SOUTHOLD AND THE NORTH F@RK AN][MAL WELFARE LEAGUE FOR O?ERAT~ON OF THE SOUTH©LD TOWN AN~M~ SHELTER THAIS AGREEMENT made this fi I44~ day of ,2004, pursuant to the promsions of Article 7 of the Agricultural and Markets Law by and between the TOWN OF SOUTHOLD, a municipal corporation of the State of New York, having its principal office at 53095 Main Road, Southold, New York, hereinafter called the "Town", and the NORTH FORK ANI[MAL WELFARE LEAGUE, ~[NC., a Section 501 (c)(3) not for profit membership corporation of the State of New York, having its pfi~.cipal office at Peconic, New York, hereinafter called the "League"; W~EREAS, Sections 114 and 115 of the Agricultural and Markets Law prov/de that a Town may contract dog control officer and an'unai shelter services with an incorporated humane society or similar incorporated dog protective association; and WHEREAS, the Town desires to contract for dog officer and animal sheker services with the League; and WHEREAS, the League des/res to provide such services for the Town in accordance with the terms and conditions set forth kn this agreement; NOW, THEREFORE, in consideration of the covenants and the promises contained herein, the parties mutually agree as follows: 1) LEAGUE DUTI[ES. Within the Town o f S outhold, which hacludes the Village of Greenport, the League, through its officers, agents and employees, shall provide the followkng services: a. Perform tee duties and responsibilities of dog control officer in accordance with the provisions of Article 7 of the Agricultural and Markets Law and the ales and regulations promulgated thereunder. b. Operate and manage the Town Animal SI~elter at Peconic Lane, Peconic, New York, as a shelter and provide care for dogs seized by the League's dog control officer and for lost, strayed or homeless dogs that are received into the Town Animal Shelter. c. Make available for adoption or euthanize seized dogs not redeemed as provided for in Article 7 of the Agricultural and Markets Law. d. Comply with and enforce the provisions of Chapter 38, Sections 6 and 7 of the Code of the Town of Southold. In the event that an on-duty Police Officer of the Town of Southold brings an abandoned dog to the veterinarian for medical treatment and said dog rema'ms unclairned, the Police Officer will advise the League of the time and place of delivery, and the League shall assume ail reasonable and necessary medical expenses incurred by said dog. e. Pay for all reasonable and necessary medical expenses incurred with regard to the treatment of dogs at the Town Animal Shelter. f. File and maintain complete records of any seized dog and sffbsequent disposition of any dog in the manner prescribed by Article 7 of the Agricultural and Markets Law and regulations promulgated thereunder by the Commissioner of Agriculture and Markets. g. Remit to the Supervisor of the Town ail license, redemption, and adoption fees collected in carrying out the provisions of this contrac'~. h. Employ, at all times during the term l~ereof, such trained and qualified personnel as are necessary, in the League's judgment, to properly perform the duties and responsibilities specified herein, including one qualified full-time dog control officer and one qualified pm-t-time dog control officer. Keep the Shelter open daily between the hours of 8:00 a.m. and 4:00 p.m., exclusive of Sundays and holidays. Notwithstanding the foregoing provisions, the League may establish reasonable hours during which dogs may be viewed, redeemed or adopted. j. Designate a suitable person who shall exercise overall supervision of the Shelter and for all of its employees and advise the Town of the name, address and telephone number of such person. k. In the exercise of its discretion, admit strayed or homeless dogs and hold dogs beyond the tune required by law, provided, however, that in no event shall the League admit or house at the Shelter, strayed or homeless dogs or hold dogs beyond the time required by law, if the same will result in there being insufficient space or facilities for the impoundment of seized dogs. 1. Provide and keep in force during the term hereof, public liability insurance policies insuring the League and naming the Town as an additional insured in the amount of not less than $1,000,000 per occurrence for bodily injury and/or property damage and a $2,000,000 aggregate lim'~t. Certificates of such insurance shalI be furnished annually to the Town Clerk upon the Town Clerk's request. m. As an assurance that it will faithfully and IniIyperform each and every obligation, duty and responsibility provided for herein, the League, prior to 'One effective date of this contract, shall deposit with the Town Supervisor the sum of $5,000.00. In the event of any default by the League in any of the terms and conditions of this contract, the Town shall give written notice thereof to the League whereupon the League shall have ten (10) days from the receipt of such notice to cure the default. If the League shall fail to cure said default, the Town may cure such default by which means it deems advisable, and pay the cost and expense thereof from said stun deposited with the Town Snpervisor. In the event that the League denies such default, such dispute shall be resolved by arbitration through the American Arbitration Association or such other organization as is agreeable to the parties upon the application of either party hereto. In the event the League faithfully and fully performs each and every obligation on its part to be performed, then at the expiration of this Agreement, according to [rs terms, said deposit shall be paid over to the League. n. Pay for the telephone service at the Town Animal Shelter. o. Provide worker's compensation and disability insurance as may be required by law for any person working at the Town Animal Shelter or performing services for the League required to be performed under this Agreement. Certificates of such insurance shall be filed annually with the Town Clerk upon the Town Clerk's request. p. Keep on file with Town Clerk and deliver upon the execution of this Agreement copies of the League's Certificate of Incorporation and current By-Laws. TOWN DUTtIES. The Town, in consideration of the services to be performed by the League as herein provided, covenants and agrees that it will, during the term hereof.' a. Remit to the League the amounts set forth below for the indicated year, said amounts to be paid in twelve equal monthly payments on the 15th day of each month £or the preceding month: January l~ 2004 to December 31~ 2004 January 1~ 2005 to December 319 2005 January 19 2006 ~o December 31~ 2006 Janua~ 1, 2007 to December 3L 2007 - $156~000.00; $162~240.00; - $168~730.00; $1759479.00; b. Perm'it the League to occupy and operate the Town Animal Shelter at Peconic, New York, for the purpose of providing dog control officer and an'Lmai shelter services for the Town. c. In the event the Town renovates the Town Animal Shelter or constructs a new animai shelter as follows: a. on the site of the existing Town Animal Shelter, the Town shall make provisions at the request of the League during the construction for the continued operation of the animal shelter or provide a secondary facility that will meet the requirements of Article 7 of New York State' s Agricultural and Markets Law and allow the League to provide the services it is required by this Agreement at no additional cost to the League. The Town shall notify the League thirty (30) days prior to the commencement of construction of a new animal shelter. d. The Town shall keep the Town Animal Shelter in good repair including the plumbing, heating and electrical systems. Repairs and maintenance to the Town Anhnal Shelter shall be in the Town's discretion which shall be reasonably exercised. e. The Town shall pay the fuel, electricity, water and other utility expenses of the Town Affun al Shelter. GENERAL COVENANTS. The parties hereto further covenant and agree The League hereby represents that it is legally qualified to perform all the duties on its part to be performed under the terms and conditions of this contract. Nothing in this contract shall be held to constitute the parties hereto as partners~ or authorize either party to contract any debt, liability or obligation for or against or on behalf of the other party of the contract. Neither the Town nor the League shall be considered as the agent of the other nor shall either have the right to bind the other in any manner whatsoever, and this contract shall not be deemed or construed as a contract of agency. The League shall be deemed throughout the term hereof as an independent contractor and, as such, be liable for its own acts. The League shall protect, save and keep the Town harmless and indemnify the Town from and against any and ali claims, losses, costs, damages, suits, judgments, penalties, expenses and 1] abilities of any kind or nature whatsoever arising directly or indirectly out of or in connection with the performance by the League of the terms and conditions of this contract. Title to the trailer at the Town An'nnal Sheker and furniture, furrfishiugs, fixtures, appliances and equipment installed by the League at the Town Arfunal Shelter shall remain vested in the League and, at the expiration of this contract or on the prior term'marion thereof, as hereinafter provided, the League shall have the right and a reasonable time within which to remove the same and all other property belonging to the League provided, however, that such removal can be made without injury or damage to the premises or building. The League shall make no major alterations, renovations or additions to the dog shelter premises or the bu/lding without prior wrtten approval of the Town. In the event that either party defaults in fulfilling any of the terms or conditions of this contract, the other party may give ninety (90) days written notice of intention to terminate this contract and, thereupon at 'Lhe expiration of such ninety (90) days, if the condition or conditions which form the basis of the notice continue to exist, this contract shall terrrfmate completely as if that day were the day herein definitely fixed for the expiration of this contract. In the event the defaulting party denies such default~ such dispute shall be resolved by arbitration through the American Arbitration Association or such other organ'~zatinn as is agreeable to the parties. In the event of such termination, the League shall forthwith surrender the Town Animal Shelter occupied by it and deliver to the Town any and all Town property in its possession, whereupou the League shall have no further rights or responsibilities hereunder, except to remove its property -6- as provided herein. g. The Town and its authorized officers, agents and employees shall have the right to enter upon the Town Arfimal Shelter/ncluding the buildings or structures, at any reasonable time for the purpose of exam'~ning same, conferrkng with the officers and/or management of the League, and to make such necessary repairs as the Town may deem necessary. h. The League shall provide the Town with an audited financial report on an armual basis and financial compilations on a quarterly basis. i. The League covenants and agrees that, unless this contract is renewed or extended by agreement of the parties, at the expiration of the term of this contact, it will surrender the Town Ar~mal Shelter to the Town in good repair, normal wear and tear excepted. The League shall not assign this contract or subcontract or otherwise engage any other orgarfizatiun to perform the work and services to be performed hereunder without the express written approval of the Town. k. In the event Federal, State or County laws, roles or regulations requ'~re the League to incur additional expenses to provide the services the League has agreed to provide herein, the Town agrees to negotiate with the League with regard to such addfitional expenses. TERM. Th/s contract shall be for a term o£ four (4) years cormmencing on the 1st day of January, 2004, and terminating the 31st day of December, 2007, unless sooner term'mated as herein provided. Any amounts due the League for the period January 1, 2004 to the -7- date of the execution hereof shall be paid by the Town with the first payment due hereunder. lin WITNESS WI-IE~OF, the parties hereto have hereunto set their hands and seals the day and year first above written. TOWN OF SOUTHOLD / ~A ¥. HORTON, Supervisor / ANNA COSIMANO, President STATE OF NEW YORK ) ) SS.: COUNTY OF SUFFOLK ) On the /~'~day of )T)~.~. _ in the year 2004 before me personally came JOSIiUA ~ . ¥. [IORTON to me known, who, being by me duly sworn, did depose and say that he resides in the Village of Greenport; that he is the Supervisor of the Town of Southold, State of New York, the municipal corporation described in and which executed the above instrumezxt; and that he signed his name thereto by resolution and authority of the Town Board of the Town of Southold. Notar~ ?ublic -8- STATE OF NEW YORK ) SS.: COUNTY OF SUFFOLK ) On the / ~9 day of ~ in the year 2004 before me personally came ANNA COSIMA~NO to me known, who, b~ing by me duly sworn, did depose and say that she resides in the Town of Southold; that she is the President of the THE NORTH FORK ANIMAL WELFARE ILEAGIJE, lINC., the corporation deschbed in and which executed the above insl2xm2ent; and that she signed her name thereto by authority of the Board of Directors of said /~Nota~y Pul~lic -9- POF TANT the ceKdtlcate holder is en A~D)T~ONAL INSUF~O, the po~icy{i~s) must b~ er~orsed. A st~th~q~t ~ this cer~ficate d~es net c~nf~r rights to the c~tificate ho~der ~f SUB~OGAT)O~ IS WA~VF_D, su~jec~ ~ the te~rne and cond~ens of the p~floy, certe)n policies may requ)~e an s~dorse, rnen[ A s*~ame~ on ~h[s ce~cs~ d~ not confer ~h~s to ho[der in lieu o~ such The Certificate of lnsurar~.~ on the rsveme side of th~s ~ do~ n~ ~n~e e ~ ~ ~00~/002 ~o~FH FO~ AN ~ PO ~OX W~..FARE[ LE.,A~UE~ ~NO PO BO× ~? OBRT~FICAT~ HOLD~P, TOWN OF $O~J~OLD ,~OL~r~OL~ NY ii,Ti FORK ~L WELF~ LEAGUE, L~C. AMENDED AN~ re, STATED II~YLAWS A~T[CLE l[ Purposes and ?olicie~ Se~iun 1. Pumoses. T~e p~ of~e No~ F~ ~ Wel~ Linde, ~c. (~e "~e") ~: ~e prev~tivn of ~eI~ m ~; ~ ~Hef of suffe~g ~ong ~a~; the e~inn of hm~e edu~fio~ ~e enforcement by all ]aw~ me~s of ~e laws reI~g to or ~ ~y way affe~g ~s; m seek to r~ ~ost ~ to ~ek fi~l o~e~; *o ~ek sui~blv homes f~ ~als wi~o~ o~e~; ~d in pm~da h~e ~ ~d sheker for ~ ~s need~g proW~on ~ ~e ~ea se~ed by ~e Lea~e. Sect[un 2. Policies and Standards. R ~s the policy of this League to provide eu~masht only when necessary. No animal under ne control of the League may be euthanLzed except as herein specifically pro,tided. In its care and dlsposkinn of anhnals, the League shall ma~taln the mSnkn~ standards prescn'bed by the Humane Society of the Un,ted States. A~TtCLE 1~ The prhacipal off, ce and headquarters of the League shall be kt Sunthold Townstdp, Suffolk County, New York~ The Lezgue may establish and maintain branches and offices elsewhere. ~3~TICLE ~ Sea~ T~e Board of Dkec~ors (the "Board") may prescribe the design for a Corporate Seal. The Seal may be used by caushag R or a facsimile thereof to be hnpressed or affixed or reproduced or otherwise. l~emberz Sec~inn 1. Membersh~. MembemMp shall be open ~o all persons interested in the purposes of the League. Membership ha the League is not transferable. The membership of the League shall be anmposed of two classes: Assoalate Members and Aedve Members. UnJess specified otherwise, the term "member" employed herein shag mean Active Member. a. An hadividunl becomes an Associate Member as of the date thnlr membership dues are received by the League. Associate Members may at-~-~-~-~-~-~-~-~-~and meetings of the League and are entitled to receive League pnblicatinns. Associate Members do not have voting fights and may not be counted in a quormn, run for o~Sce~ sign non:~un~ pe~ons or engage in othe~ forms of active participation in the guvemance of the League. b. An ~ndMduaI becomes an Active Member hS]rly days aRer becoming an Associate Member. Active Members have the fu~l prbSIeges of membership, including the r~ght t~ vote, nm for office, be counted ha a qunrum, algn pefifions~ or engage in other forms of active participation in the governance of the League. c. An individual who is an Active Member may ma[nt~d~ Ac'five Members~p by payment of ann~ d~es un or bethm ~e I ~ of each y~. ~ s~h does ~ p~d ~r ~ J~e l ~ of each y~, ~e renewing mem~ ~21 ~ to Ass~ate M~b~ s~s fer ~ ~ys ~om ~eip~ of du~ bef~ m~g A~ve Member Section 2. Membership Year, Dues and Term 0f Memberohi. E. The membemhip year of the League runs from June 1 ~ to the following May 3 l~. Ammal dues of $15.00 are required of all members. Dues receined at any time during the membership year will be apptlad t9 the currant membership year, tmlass otherwisa spocifiad, or unlass the payment is from an Active Member whose dues for the current year have already been paid, in which case the dues will be applied to the foIinwing membemhip year. For exampte, a new member whose dues are mcdived by the League uu October 1 ~ wilI become an Assonlate Member as of that day and become a~ Active Member on October 3 t**. T~e membersNp will nm until the end of the membership year on the fulIowing May 31a and, in order to maintain Active Member status, renewal dues must be received by the League no later than June 1~. Section 3. Term_e~_~ation of~. The Board may, after an appropriate hearing, expel an individual from inembership in the League if it determines that such individual is acting er has acted in a manner that is detrimental to the League's best interests and purposes. After having voted to expal a member, the Board shall repor~ i~s decision at the next meating of members. Unless the membem reverse the decisinn by an affirmative vote of tllrec-four*Zs (3/4) of the membem present, in person or by proxy, the decision of the Board shall be final, and the individual will cease being a member ss of the date the decision becomes final. Section 4. Meet'mdg. a. Ammnl Meet_~g, The mmunl meeting of the League for the purpose of electing Directors and for the transaction of any other business authorized to be tmssacted by the members shall be held in July, at such time and place as shall be s~c~ed by the Board. b. S_p_eeial Meets. Special meetings of the members may be caged at any time by the BanrcL Special meetings may also be called by the number of members entitled to cast ten pement 00%) of the total number of votes at such meefmg, by filing with the Secretary a request for the meeting, in wri&ng~ stating the purpose or purposes of the proposed meeting. Special meetings for which written request is made shall be held not less than thirty (g0) days nor more INto sbtty (60) days after the filing of the request, at a lime and place as determined by the Presidant, or his or her designee. Section 5. Notice of Me~_~_g5. Written notice of ail mectings, stating the place, date *md hour of each meeting shalt ha given ~o each Active Member by mailing the notice by first alass m~il, postage prepaid, or by persun~I delivery, not less than ten (I0) nor more than fifty (50) days before the meeting. When the League has more than five hundred (500) members, notice may be given by publication in a newspaper published in the emmty ~md State where the priocip~ office of the League ia located. Such publieedun must occur once a week for three (3) suceessNe weeks preceding the meeting, Notion need not be given to any member who submits a writ~en waiver of notice siguad by him before or after the time stated therein. Notice of special meetings shall indicate the purpose for which they are called al~d the person or persons calling the meeting, Only Active Members shall be entitled tn vote at meetings. Section 15. ~qomm, Adjom-nmants of Meetings. At ali meetings ortho members, a quorum shall consist of one-tenth of the total number Active Members presant in person or, in the case of the annual meeting, by proxy, for the transaction of any business. In the absance of a quorum, a majority of the members prese~ may adjourn the meeting despite the dasaane nfa quorum. Notice of the new meedng is not required if the time and place for the new meeting are announced at the meeting at whinh the adjournment is taken, and at the new meeting uny business may be hznsauted which might have been transacted at the meeting as originally callecL Section 7. Conduct of Meatingg. The President ~f tho League or, in his or her absence, the Vice-Prasidant, shall preside at all meetings of the members. The seemtm-y of the League shall act as Secretary at all meetings of the members, but if fha Secretary is not present, the President shall appoint a Secretary of the meeting. Section g. ¥ot~_g, At any meet~g of the members, each Active Member shall be entitled to one vote, in person or by proxy. Assoalate Members sbe/I not be entitled tn vote. Se~un 9. Action by the Members. Except as otbenvisa specified in these bylaws or by stm~e, whenever directors are to be elected by the members, they shall be elected by a plurnlity ortho votes cast at u meeting by members entitled t~ vote in th~ election. Whenever any corporate action other than the election of directors is to b~ taken by vote of the members~ except as othemdse specified in these bylaws or by statute, ~t shall be authorized by m~j ority of the votes cast at a meeting of the members entitled to vote therein. Any action, other than the election tlirectors, may be taken without a meeting on written consent, setting forth the acfiun to Be taken, signed by ail of the Active Members. Section 10. S_gecial Ac'firms Requhjn_' g Vote of Members. The foilow~g corporate actions may not be taken without the approval of the Active Members: a. A majority of the votes cast at a meeting of the members entitled to vote thereon is required for any amendment of er c~nge to the certificate of inunrporafion; or (2} a pe~tlen £or judicial dissolution; b. Two-thirds of the votes cast at a meeting of the members entitled to vote thereon ~s required f~r: (1) disposing of all, or substantially ali, of the assets of the Corporation; (2) approval of a plan of merger;, (3) authorization of a plan of ~on-judialal dissolution; er (4) revocation of a vnluutmy dissolution proceeding. ~T~CLE V Secfou 1. Powers and Number. The Board of Dkeutors shall have general power to con, roi and manage the aflhks and property of the Le2gue in accordance w~th the purposes and limitations set forth in the Certificate of Incorporation. The umber of Dkeators of the entire Board shall be ten (10). The number of Directors may be expanded or reduced by the Board, but in no case shall the number of Dkectors consist of less than three O) nor more than twelve (I2) Directors. Each Dkeator shall be at least eighteen (I$) years of age. Sectinn 2. Eli~_~bdlw. Only Active Members of the League, who have been nominated in accordance with Article VI/, Section 3 of these Bylaws, am eligible for election to the Board. No person employed by or receiving remuneration for services from a humane society and no person who derives ~s or her llveh2tm~d, or any signlfiuaut income from the purchase, sale, use, cam or commercial exptnltatinn of animals may be a Director. Sectinn 3. Electiun and Term of Ol~ce. The members of the Board shall be elected at annual meetings by the Acfve Members oftbe League by a plurality of the votes cast and shall serve for terms of three (3) years. At the time these bylaws are adopted, the terms of the Dkectors then in oflfice will have staggered te~ms ofune (1), two (2) and tinme (3) years, as determined by tot at the Board's organinatlonaI meeting for 2002-20¢3, held in February 21)03. ThereaRer, uno-th'mt (I/3) (or the closest number thereto) of the Board shall be elected mmua[Iy. Sectinn 4. Vactmcies and Newly Created Directorskip_s. In case any Dkector shall by deatl~ resignatiun, inuapanity to act or otherwise cease to be a dkector during bSs or her term, h~s or her successor shall be chosen with~ sixty (60} days by the Bnard to serve until the next amual meeting of the members. At such mee~g, the Active Members sha~ elect a director to fill the unexpired term, unless the remaining term of the director whose Ymcy is to he 15ileal expires at such mee6ng, In whinh event a dkacter shall be elected for the fu~l term by the Active Members. Newly crmted directorships may be ~lled by vote of a majority of the Diractors then in regardless of their number, and tho ditchers so etacted shall serve until the next annual me,dug of the members. At such mee~g, the Active Members shall elect a director m fdt a term of one ( 1 ), two (2) or fl~ree(3 ) years, w~ichever term best perpetmates the staggering of Board terms, so that one-fl~I (1/3) of the Bo~rd is elected am~tmily. Se~on 5. Removal. Any Dkactor may be removed at any time for cansb hy a m,jofity of the Board then in of Bce at any special meeting of the B~ard called for that purpose, provided at least one week's notice of the proposed action shall have been given ~ the antke Board of Directors than in o~iSce. Section 6. Meetin_g~. a. AonanI Org~alzafignal Meeting. An annual Organ[zatlonal meeting of the Board sh~ be held not more than thkty (30) days a~er each annual me,~ing of the League. b. ~ar Meelia_g~. Regular mooings of the Board shall be held at such times and places as shall be fixed by the Board, provided that the Beard shall meat at least quarterly for the transaction ofhasiness. c. S_L~ealal Menting~. Special meetings of the Board may be called by the President, or hy the Secretary w~en requested to do so in writing by any three O) Directors. Sentiun 7. Notice of M~Waiver of Notice. Notice of the time end place of each regular mcellag, end each special meeting that is called by the Prealdent, shall be mailed to each Director, postage prepaid, addressed to him or her at his or her residence or usual place o£bnsiness (or at such other address as he or she may have deaiguated hi a written request made to the Secretary) or shall be oommuhicetad to each Director ~la thcsimile transmission or E-mil at his or her residence or usual place ofimsiness, at least seven (7) days before the day on wNch the meeting is to be held; provided, however, tho notice of special meetings to discuss mailers requir~g prompt action may be gNea personally, by telaphone, by facsimile transmisalun or by E-mail, no less than fen'y- eight {48) hours, u~ess the meeting must be held within forly--aight {4g) hours. Notice of the time end place of each Sl~aial meeting called by the Secretary at tho written request ofthrce O) Directors shall he mailed to each Dirac~r, postage prepaid, addressed to him or her at his or her residence or usual place ofimsiness (or at such other address as he or she may have designated ia a written request made to the Secretary) or shall be enmmunleated to each Dkeator via facsimile transmissiun or E-mail at his or her residence or usual place of business, at least, thin'y g0) days before the day on which the meeting is m be held. Notice of a meeting need not be given to any Director who submits a algned waiver of notice, whether before or a~er the meetly, or who attends the meeting without protesli~g, prior thereto ur at its commencement, thc lack of notice to ~im ur her. Section 8. ~omm and Voting. A majority ortho members ortho Board of Directors shall constitute a quorum. Except as may otherwise be prescribed by statute or these bylaws, the vote of a majority of the Dkeetors present at the time of the vote, if a quorum is present at such time, shalI be the act of the Board. If at any meeting of the Beard there shall be less then a quorum present, the Directors present may adjourn the meeting until a quorum is abraded. No proxy voting is permitted for meetings of the Board. Any action required or permitted to be taken by the Board, or my committee thereof, may be taken without a meet~g if alii the members of the Board or the committee consent in writing to the adoption of a resolutlun autherizlng the action. Section 9. Attaadence. If any member of the Board shall be absent from three (3) consecutive regular meetings, without behig excused from atteadance by the Board, he or she shall be deemed to have resigned from office end the vacancy so caused shall be filled as herein provided for the filling of vacancies on the Board. Section 1~. Cempm'ksaiom Diractors aad members of~mmittees shall be ciassed as volunteers end shall not receive any salaries of fees for their services as such, but my be reimhutsad for reasonable expenses incurred hi fulfilling their duties. Section 1 L Transactions beiween B~oerd Me__mbers end the League. ia any instance where the League proposes to enter into a contract or other transaction with one or mom of the directors or with a enrporainn, association or other entity in which one or more of the directors have a substantial finencinl interest or are officers or directors (on 'lntereatad pa~ty ~ensactiun'), the board member ar members interested in the transaction shall: a) dis*lose Ns or her iatarest to the beard, prior to any vote on tho transaction; b) uther ~an as compliance with a) above require~, absent himself from discussions, dailberutiens, or votes concerning the Irensaatlun; c) not he counted in determining the existence of a quorum, lin considering any transaction dasoril:~l in ~ paragraph, the League shall sadafy it~eifthat the a~nsaction is fair end reasonable to the League in the mamser it deems appropriate. Section 12..Board_Proeedaras for Consideration of Interested par~ Transactions. In considering eny trensaction descfiloed in this section or Section l l, the Le*gun shall satisfy itselftimt the trans~ien is fair end reasonable to the League and does not constitute an "excess benefit" to the board member interesmd in th* ~nsaminm Whenever feas~la, the B~ard shall approve an interested party mmsactiun o~ly after obmiai~g appropriaie data as to the east of enmparable goods or sert4ees. I~ the case of enmpensafon arrangements, appropriate comparative data includes, but is not limited to, enmpens~fion levels paid by similarly situated organization, both taxable end m-exempt, f~r fimcilunatIy computone positions ad/or eompensailen surveys compiled By indapende~ fk~m s. In any instance where the League approves en interested party tmasaction~ the m/nutes of/he meet/ng where such/ransaction is approved shall nct~.a) the terms of the transaction;b) the data/t was approved and those who voted on it; c) the compurab/l/ty data obta/ned and relied u.mm and how such data w~s obta/ned; d) the basis for the League's decision to approva the h'ansaction. Sect/rm 13. Cum~lict of I~t~rest Disdusure, At each anumfl meeting ~f ~e ~r, ~h D~ of ~e Le~e sh~I co~Icte a Conflict of ~e~ Discism ~emm~ ~e f~ of w~ch s~l be da~ned by aa Bo~d ofD~. ~e s~t~ent sh~l disclose ~1 ~t~ed p~ msa~rms ~voiv~g each bo~d member ~t~d ~to or con~ued d~g ~e ~g ye~, ~ welt ~ ~t~s~d ~ ~a~om c~y ~fom ~e Bo~d fur im comid~rm. .z~T~CLE V~ and ~ Secllen 1, Number and @ual/fieafirms. The officers of the League shall be a President; Viee-Preslden~, Record/nc Secrela~, Corresprmd/ng Secretary and Treasurer and such other officers as the bus/ness of the League may requke, as dcterm/ned by the Board. All o/ricers shall halfl office at the pleasure of the Board. Section 2. Elecrirm and Term 0f O/rice. The officers of the League shall be elected by the Board at the annual organh2~rmal meet/ag ef the Board, or as soon thereaRer as is pmcticable. Each officer, whether elected at the orgnn/zatirmal meet/nC, or to fill a vacancy or otherwise, shall hold office for a one year term, or until a successor shall have been elected and sha~l quaILfy, or m~lll the res/gna/on, removal or death of such officer. Section 3. Other Agents and Employees. The Board may from//me to time appo/nt such agents and employees as//deems necessary, each of whom shall surge at the pleasure of the Board and shall have such authority, perform such dui/as and receive such reasonable compensation, if any, as a mai vrRy of the Board may from time to lime determine. To the fi~ll extent allowed by law, thc Board may delegate to any o/~hcer, agent or employee, any powers possessed by the Benrd, and may prescribe the/r mspecfiv~ rifle, terms of office, a~hofiries and duties. Seat/rm 4..Removal. Any officer, agent or employee may be removed w/th or withrmt cause by a vote era majority of the Beard. Sec~rm 5. Vacanc/e~s. In case a vacancy shall occur in any office of the League, a successor may be elected by the Board to fill the unexph'ed pur~rm of the tern1. Section 6. Presiduat~ The President shall preside over a~ meetings of the members and of the Board. The Pres/dent sha~t have genera/supe~ision over the aria/rs of the League and sha~ keep the board fiflty thformed about /he League's activities. He or she shall have the power to sign and execute/n the name of tho League alt contracts authorized either generally or spce/fically by the Board, unless the Brmml shall spee/fically requk* an add/t/onaI algnahue. The President sha~ perform such other dui/es as may be from time to t/me assigned by the Board. At the annual meeflng of the members of the League, the President shall presant a comprehensive repor~ of the acflv/riea of the League/n the pmce~g year. Secfirm 7. Vice-President. The V/ee-Presldunt shall perform the duties of the President when the President is/ncapanitated, uanvallable, or for any reason cannot serve. The Viee-Prasident shall have such edd/rirmal p~wers and duties as may be assigned to h/m or her by the Bom'& Sac'firm 8. Recordist S~_~. The Record/nc Secretary ~ ~e ~d prate ~ of~ m~ of~e membe~ of~e ~a~e ~d ~e Bo~ s~t nofif~ m~be~ ~d dke~om ~d s~ m~, ~d peffo~ such o~er duties ~ may be ~i~ed by sh~ have c~tody of~! ~es, ~ ~d o~ d~m~ ~d sh~ ~use ~e ~utes of~ mem~p ~d ~ m~th~ u~n ~ue~ to ~ m~ ~r u~ o~y ~ come,an ~ ~a~e bushess. coms~ndence to ~ B~d or ~e ~xec~iva Cornea, ~ ~y~ ~d sh~ ~wer ~ ~espondan~ ~ess o~rw~se d~d by the Board. Sac'don 10. ~reasur~r. The Treasurer shall keep, or cause to be kept, full and aanarat~ accounts ofrecaipts and d/sbursemants of the League and shall depos//, or cause to be ckposited, all moneys, securities, e~Sdnncas of indebtedness and other valuable documents of the League in the name and to the amdk o£the League in anch banks or depositores as the Board may desiguate. The Treasurer diqburse fimds in aeeord,'mea w/th a budget approved by the Board. The Treasurer shall subm/t m the Board, and to the anmtml me~g of the members of the League, an ramml report, a~/ted by an indapendant accountant selected by thc Board, of the income, lhbilifies and aasem of the League, Section I l. Compensation. The Execrative D/rector of the League, and any other empIoyee or agent of the League, may receive a reasonable salary or other reasonable compensctun far services rendered to the League, when author/zed by a majority of the Board of Dkectors, and only when so author/zed. Sect/en 1. Commi~eas of the Board. The Board may, By msnlution adopted by a majority of the entire Board, establ/sh and appoint an executive committee and other stacting committees. The Prasidant ofthe Board shall appoint the Chair of each comm/ttee. Each anmm/rtee so appointed shall consist of three or more indMdanls wlm are memb~ of the League. The members of the Executive Comm/ttee, [£ any, s~tl all be members c~f the Board. At least mae member of other committees shall be a member of/he Buard. Each committee sbel~, t~ the extent pray/dod in the resalcton asmbgsh/ng it, lmve all the anthurty of the Board exeapt as to the following L the filling ofvaeanales on the Board or on any committee; 2. the amendment Or repe~l of the by-laws or the adoption of new by-laws; 3. the amendment or repeal of any rasolutien of the Board wt,/ab by ~s terms shalI not be amendnble or repealable; 4. the/~xing nfcumpensation or,be D/rectors for serving on the Board or any comctttee. Section 2. C__omm/_tte~s ofth_e Leaggg. The Bcard or the members may create committees of the League. Such enmmitteas erea~ed by the Board shall be appointed by the Pras~de~t of the Board. Such comm'/tees created by the members, incinding the Nominating CommR~ee, shat[ be elected by the members, unless the members anthorine the l?resident ~ appoint said committees. Sectinn 3. Nominating Committee. At each anm~ meeting the Active Members shall elect a Nam/nat/rig Commlttee o£~ve (5) Active Members m serve/'or the ensuing year. By April 1~ of each year, the Nominating Committee shalI ~ominate a number of cact/dates for alact/ou to the Board o£D~rectors, not ]ess then the number to be elected at the enan/ng a~mual meeting. The Nom~n~/ng Conlm/ttec shall notify the Searemry of the Lee~gue of thek nominees ~md the Secretary shall, at lea~ forty (40) dnys before the annual reacting, nctfy the member* of the nominations through the o~cinl publ~ca~m of the Lenguo or by d~ mail addressed tu the members at the Iast known post u~ce address of each member of record at the//me the notice/s sen[ Any twenty-five (25) Active Members may also nominate one (1) vr more canal/dates for electen tu the Board olD/rectors by filing a written poi/h'on wkh tho Seer~ary by Aprl 1~ of each ye~ and the Secretary slmi~ g/ye nu//ce o£those nam/nations in the same manner as is presen~ved for nominations by the Nomin~g Commi/tee. There shall be kept at the o/~ce of the League, or the League's acenmxtant; correct books of aecmmt of the nutty/tins and h'ansactans of the League,/ncl~ding a minnte beak, wh/ch shall cenmin u copy of the Cefd/~cate of Incorporation, a copy of these by~Iaws, and all m~utes of meethngs of the members and the Board. A1RTI[CLE IX Section 1. C~, Not~s and C~r~acts. The Board o£Dkectors is anthnrized to select the ber~ or depositories it deems proper for the funds of the Corporation. The President and the Treasurer s~all be authorized the League's he~alf to sigu bills, notes~ receipts, acccplanees, endorsements, checks, releases, contracts and documents, a~d both of their sigualm~es are requked tn exec~e such d~cuments. Section 2. Investments. The funds of the League may be retakned in whole or ~n part in cash or be ~vested a~d ralnvested from time to dine ~n such prepared, real, persur~al or othervfise, ~anluding stocks, bonds er other securities, as tJae Board o£Dkec~ors may deem deskable. ~T~CLE X F~sc~i Year The fiscal year of the League s~all commence on January 1~ of each year. ~,T][CLE XI Section 1. Or, cars and Dkectors. The League shall ~ndenm/fy each or,ts D~o~ md each of~ Offiee~ ~ c~t ~d fame) ~d ~e tes~tor or ~tes~e of each ~ &e d~h~e of ~ek d~[es ~ ~e Lea~e (~alud~g a~ ~ ~s or offic~ of o&~ fv~ons, co~omfims or e~fies ~ ~e r~e~ of~ Linde) to ~e ~l~es~ ex,rtl a~o~d by ~e Not-f~-~ofi~ C~on ~w of~e S~ of New Yo~ (~e ~-PCL') ~ ~t may ~ m~ded. Spec~c~y, &e ~a~e s~l ~dem~ such Dke~o~ ~d Office~ ~ ~ ~smces ~d to ~e e~ent des~bed ~ N*PCL 772 ~d 723(a) ~d may ~d~ ~em g~ ~y specific c~e pemi~d by s~te upon ~e op~on ~ ~g of ~de~ndent teg~ co~et ~at ~e~c~on ~ ~o~ ~ ~e &~c~s~ces ~use ~e a~cable ~ of~ndu~ p~ed by law ~ ~ m~ by such Dk~or or O~c~. Section 2. Other Agents and Employees. The League may, a+ the d~scret~on of the Board, [nderm~fy all curporate persorme~, other ttmn Dkec~rs and OflScers, L~ the same manner and to the same extent as any OflSeer or Dkector. ~TICLE XII These Bylaws m~y be amended or repealed by the affirmative vnte of a majority of the members of the League at the annual meeting ur at a meeting duly called for the purpose of altering these by-laws, providing notice uf the proposed alteration has beml included w~th thc notice ofmeethag. ~¢¢~¢~A~, o, ~^~, DEPARTMENT OF STATE o~v~' Albany, ~T. y. ": "':' Pains Edsonr Southold~ Certi~cale' of Znco~porat ion ":':' ........................................................................................................ :2:~: .......................................... ~' ................................... ................................... has been fi~d tod~y ..... ~ Fees and/or fax paid as follows: FiIing ......................................................................................................... $ Tax ............................................................................................................. $ Certified copy .............................................................................................. $ C~rtificate ........... i $ County SUFFOLK ~0~00 CAROLINE K. SI~5ObY Secretary of State Total $ ........ Refund $ ............... ' NOI~TH FOFd~ A~I~ WEI~ARE LEAGUE PURSUANT TO T~E MEMBERSHIP CORPORATIONS LAW ~E~ THE UAUDERSiGNED~ for the purpose of forming a member- ship corporation pursuant to the Membership Corporations Law of' the State of New ¥ork~ hereby certify= 1o The name of the proposed corporation shall be North Fork Animal Welfare Leagues Incorporated° 2~ ~ne purposes for which it. is to he formed are: The prevention of cruelty to animals~ the relief of suffering among animals~ the extension of h~ane education~ the e~force- ment by all lawful means of the laws relatinq to or in any way affecting anima!s~ to seek to return lost ani~mts to their rightful owners~ to seek suitable homes for animals without owners~ and to provide humane care and shelter for all anlmaxs needing protection in the area served by ~he league~ 3o The territory in which its operations are princi- pally to be conducted is Southold~ Town of Sou=hold~ County of Suffolk~ State of New York~ 4o gne town a~d county in which its office is tO be located are Town of $outhold and Coun=y of Suffolk. 5o The number of its directors shall not be less than three nor mere than twelve° 6o The names and residences of the directors until the first at. ual meeting are= Addresses Glades C~ Csajko Jean A~ Podeyn Liltian Jacobson Ann E~ Davis Gin Lane~ Southold~ New York Bayview Road~ $outhold~ New York 7o The meetings of the Board of Directors shall be held only within the State of New Yo~ 8. Ail the subscribers to this certificate are of full age~ at leas~ ~wo-thirds of them are citizens of the United States~ at least one of thsJu is a resident of the State of New York° Of the persons named as directors~ at least one is a citizen of tbs U~ited $~ates and a resident of the State of New IN WITNESS ~?LEREOF~ we have made~ subscribed~ and ac- knowledged this eertificate~ this llth day of June~ 1963~ ~ranj~s L~ Allen Ann Eo Davis %i~iian Ja=obson ~ k~ Podeyn ~' In the ~atter of '~he Incorporation of I~ORT5 FOBi{ AI~/_~AL WELFARE L~Ac~UE UndeT the Provisions of ~e ~ber- STATE OF NEW'YO?J& ) ) SS~ ~ COU~f OF SU~FOI~K } Frances L~ Allen~ Helen G~ Coehran~ Gladys C~ Csajko~ Ann E~ D~vis~ Lillian Jac0bson~ Eleanor ~wee~ LeBailly~ Jean A~ Podeyn~ Eunice B~ Prell~itz~ Lillian Redden~ Carolins Rokos~ Alice P~ Robinson~ Alioe M~ Lovsll~ Joyee P~ ~erry~ ~ris W~ Van Nostrand and Arhn L= Waitz~ each being duly sworn~ depose and say~ and each for herself deposes and says~ that she is one of the persons described in and who executed the foregoing certifica=e of incorporation~ and that she is of full age~ a citizen of the United S~ates~ and a resident of the State of New ¥ork~ Frances L~ ~llen Helen G~ Cochran Giadys C~ Csajko ~ll_lan Jacob~on Eleanor Sweet LeBailly Eunice B~ Preiiwitz Lillian Redden Eunice B~ Prellwitz Caroline..Ro~os Joyce P~ Terry Iri ....... $ We Van ~ostrand Ann L~ Waitz COUN~f OF SUFFOLK ) On this lith day of Juns~ 1963= before me personally came Frances L~ Allen~ ~elen G. Cochran, ~ladys C~ Csajko~ Ann Eo Davi~ Lilllan Jacobson~ Eleanor Sweet LeBailly~ Jean A~ Podeyn~ Eunice B~ Pre!lwitz~ Lillian Redden~ Caroline Rekos~ ~ice P~ Robinson~ Alice M~ Loveti~ Joyce P~ Terry~ Iris W~ Van Nostrand and Ann L~ cribed in and who executed the foregoing certificate of imcer- potation, and they thereupon severally duly acknewledqed to me that they execute~ ~he same° NCAR¥ PUBLIC, Stole of New York NO. 52*}07768S-Suffolk Coun~ I~ -~. ~._~ a J~ice of the ~upre~e Court of ~he Second Judicial Distric~ hereby approve the foregolng certificate of incorporation~ Justice of the S~preme Cour~ in the Matter of the Incorpora~tion of NOF~TH FOR[~ A57~aL%L WELFARE LEAGUE Under the Provisions Corporat~on~ Law of the Membership STATE OF N~ YOP~K ) COLEFI~ OF SbUFFOr-~ ) Leffarts P~ Edson~ Esq~ being duly s~orn~ deposes and says that he is attorney for the subscribers to the annexed cer~ tificats of incorporation, and that no previous application for the approval of the certificate by any Justice of the Supreme Court has ever been made~ ~worn to before me this lith day of J~r~e. t963~ Caroline Rokos 'Alice Po Robinson Alice M~ Lovell Joyc~~ Po ~erry Iris Wo Van Hos~rand Ann L~ Waitz Sworn to before me this llth day of Junes 4/25/02 13 (herein called the "Bond Resolution"), subject to permissive referendum, and no valid petition was submitted requesting that a referendum be held within the thirty-day period aRer adoption of the Bond Resolution which became effective after said thirty-day period; and WHEREAS, said Town Board has reconsidered the necessity of acquiring said land and building and reconstructing, in part, said building for use as a Town Hall Annex, as described in the Bond Resolution; NOW, THEREFORE, BE IT RESOLVED BY THE TOWN BOARD OF THE TOWN OF SOUTHOLD, IN THE COUNTY OF SUFFOLK, NEW YORK (by the favorable vote of not less than two-thirds of the entire membership of said Town Board, AS FOLLOWS: Section 1. The Town Board of the Town of Southold, in the County of Suffolk, New York hereby determines that the acquisition of the land and building and the reconstruction, in part, of said building, as authorized pursuant to and described in the Bond Resolution, is no longer required for use as a Town Hall Annex, the purpose for which it was intended to be used and it is in the public interest to repeal, rescind and revoke the Bond Resolution. Section 2. The Bond Resolution is hereby repealed, rescinded and revoked. Section 3. This Resolution shall take effect immediately. Vote of the Town Board: Aye: Councilman Wickham, Councilman Romanelli, Justice Evans, Supervisor Horton. No: Councilman Moore. This resolution was duly adopted. #281 Moved by Councilman Moore, seconded by Justice Evans, it was WHEREAS, Pets contribute so much to the quality of life in our Town, from being a best friend to comforting the old, helping the blind, rescuing the distressed, fighting crime and some say even helping children read and WHEREAS the nature and quality of our new shelter says as much about us as a community, as anything that we as a Town can do, for how we treat animals is an expression of our respect tbr life itself and WHEREAS, Animals are such an important part of our lives and the quality of life in our community, thai it is desirable, even necessary, to have a shelter that not only is physically capable of housing and caring for its inhabitants, but is also run in a professional and humane way, and held to the highest standards as these are all important elements in creating a steady flow of happy, healthy, trained and groomed pets for adoption by the community and WHEREAS, toward that end and based on the hard work that many have contributed to get us this far, NOW, THEREFORE BE IT RESOLVED, The Town of Southold hereby approves and welcomes the formation of a not- for-profit (The Town of Southold -Ravnor Shelter Foundation) for the sole purpose of raisil~ funds for the Town's new animal shelter and does authorize and direct Supervisor Horton to execute a Memorandum of Understandine with the incoroorators of the Foundation. Vote of the Town Board: Aye: Councilman Wickham, Councilman Romanelli, Councilman Moore, Justice Evans, Supervisor Horton. This resolution was duly adopted. #282 Moved by Justice Evans, seconded by Councilman Romanelli, it was RESOLVED that the Town Board of the Town of Southold hereby appoints Dorothy Chitnk to the position of interim Receiver of Taxes, at a salary of $28,140.00 per annum, effective immediately. Vote of the Town Board: Aye: Councilman Wickham, Councilman Romanelli, Councilman Moore, Justice Evans, Supervisor Horton. This resolution was duly adopted. (~R]~GORy F~ yAKABOSKi TOW~ ATTORNEY MARY C. WILSON · . ~SISTANT ~OWN ATTORNEY J~osHUA'Y. ttORTON Superv~or Town Hail, 53095 Route 25 P-O. Box 1179 Souihold, New York 11971-0959 Telephone (631) 765-1889 ~mail: gr e~ yakaboski~Wv..~out~.old,ny .us mary.w ~son~t cv~n.~o~tt~cld,ny;~s oFFICE OF THE TOV~N ATTOlq2qEY TOVfN OF SOUTHOLD Memorandum To: From: Date: Re: Elizabeth A. Neville Town Clerk Gregory F. Yakaboski, Esq. Town Attorney May 7, 2002 Memorandum of Understanding - Town An[mai Shelter Betty: Attached, please find the following for safe-keeping in your office: · Original Memorandum of Understanding dated May 6, 2002, between the Town of Southold and Kenneth & Catherine Morrelly, incorporators/founders of the not4or- profit corporation of the Town of Southold-Raynor Shelter Foundation. Thank you. Greg /md eno. · MEMORANDUM OF UNDERSTANDING This memorandum of understanding is between the Town of Southold and the, incorporators/founders (Kenneth Mo?relly and Catherine Morrelly) of the not- ~or-profit corporation the Town of Southold-Raynor Shelter Foundation regarding the Town Animal Shelter. The Town of Southold agrees: The Town Board grants the Foundation the sole dght to use the official name of the Town Animal Shelter in its name and in ail physical and electronic promotional and fund-raising documents, awards, plaques, advertisements, reports, etc. The Town Board agrees to furnish, on a best efforts basis, appropriate property near the Shelter for the purpose of constructing and operating a retail and support facility, The Shelter Annex, that will support the work of the Shelter and the Foundation. The Town Board agrees to provide appropriate assistance, on a best efforts basis, to achieve construction and operation of The Shelter Annex. The Town Board agrees to provide support services and appropriate property access that will enable and facilitate the construction of The Shelter Annex, if and when it takes place. The Town Board stipulates that the Shelter will continue to be operated as a limited euthanasia facility that accommodates dogs, cats, and other domesticated animals. The Town stipulates that it will grant the Foundation exclusive permission, within the Shelter and the The Shelter Annex, to acknowledge donors via plaques and naming plates. The Town stipulates that the Foundation will be given the right of first refusal to operate The Shelter Annex. The Founders/Foundation agree: The Founders will, upon formal organization, incorporation and receipt of tax-exempt.status of the Foundation, on a best efforts basis, raise funds solely for the construction, equipping, and furnishing and supplying, including.support servioes and prQgrams of education and training that facilitate and advance the programs and 'services of the Shelter. The Foundation will raise funds through memberships, through its Trustees a~d through fund~raising and other ~ppropr'[ate means. The Foundation will be established and operated in accord with 1RS 501 (c)(3) regulations for charitable not-for-profit organizations. The Foundation will make grants to the Shelter on either restricted or unrestricted basis. The Foundation will be a voluntary organization but may, at the discretion of the Trustees, employ staff to perform regular duties. The parties agree that either party may, by one (1) year written notice, terminate this memorandum of understanding. Dated: May 6, 2002 Southold, New York Town ~ Southold /~y: Joshua Y. Horton, Supervisor Incorporators/FouQCers of th..e'T_,,own of Southold-Raynor Shelter Foundation By: C. Kenneth Morrelly Catherine A. Morrofly ACOB.Q. CERTIFICATE OF LIABILITY INSURANCE I E1AT.~ 1l/0Z/Z006 .ROOUCE. (S16)8ZZ-6550 F~ (516)822-6564 THIS CeRTIFICATE IS ISSUED 1.6 A MATTER OF INFORMA nON Prince AsS'aciat:u I :("c. ONLY AND c;oNFER$ NO RIGHTS UPON THe cERTIFICATe HOLDER. THIS CERTIFICATE PoC?E8 NO: ,2:'ENO, EXTEND OR 183 8"oadway AL TEl< THE COVE 0 Dl!D BY E POUCIES BELOW. H;ck.ville, NY 11801 INSURERS AFFORDING C;OVERAGii NAICII 1.5U..., The Nor1:h Fork Animal League DlSURER'" Hartford Insurance Ca. PO Box l~7 IISllREKD: Sou.hhold, NY 11971 IN&URiR c~ INSlIftfftP; IH"-'" COY THI! POUClfiiS O~ ~SURANCE US1'm BeLOW HAVI!: Be5N lSSUl!D tOTH'EINSURED NAMEP .-.eoVliFOR THE PQUCY PERIOD rNDlCAl'~D.I<<)TWlTH.trrANDING ANY ReaUI~EMENT. TEIlM oR CONDITION Of' Am CON'lllACl OFlOTHER DOCUMENT wiTH "I!'8PECl TO WHICH TIllS CEJll1FICATE Ml.Y OE ISSUED OR MAY PERiAlN. T}fI;: INSURANCE "FFO'R.D.ac 8V THE POOC'fES"DESC)lIEiED HEREIN IS SUBJecT TO AU THE TERMS, g,CWSIONS AND CONcmON8 OF SUCH ~s. AGGREGATE Ul1l11S SHOWN 'lAy HAVE BEeN REDUCED BY PAID ClAlljI5. ~ . $A n'PE OF' INlURANCE NLIC'f NULUlER f10uav IFFEC'Tl N UMmii .:;mRALLIA""-Il'f llSBARK54Z2 07/01/ZOO6 01/0112007 ii.iiiunnl.Cf S l..000 000 X .COMMI!RClAI.. GfNCAIL LIAIILITY II TO ReNTED , 1.00D,OOO ~ =tClAIM9MAbE [K]acc:VR foIEp.~,*",,-p-l , 10,000 A :P~SOttAL..AIN'HJun'f . 1.000,000 ClNYAL.AG~'Ti. . Z,OOO,OOO ~~~n~l~urAPnta PflQpUCTS- CClI.1P#OI" AlliQ . Z 000 000 POUCT i~ LOC ~tJTDMa81U: UABIUTY COIr18IHEDumL! lJ.llT . . AN'PJ\UtC IEtlar.cJdIKIiJ t-- Au.. DWH~ ,4UTOS 1- 1I0DL'rINJ1JFl'l' tl"wp"r&Ort' 5 f- sC'tl~DtAEt:lIWTOli t-- HtRI:IJ AlJTDa JlOOILYII'L/I.lfII't' tPlI'lRlllll_) . t-- NON-OWNED l\I.no:i "AQP~~4 . IPI:1I R~"1L"'Ul'f AUTO amy. fA r.QCtoEKT . Ji,H't AUTO o'niIiR~1II I!AACe . ",UTQDNLY: ABO I VCCeIHWMBf!.&UA LlAmU'r't nSllARKS422 07/01flO06 07/01!ZOD7 EAcH OCCURPEIiOE I 1 000,000 t!rOCCUR 0 CIJ,IMS ru,Di _GAT!: . 1 000.000 A . t-;:1~f.,ue"lel.~ S ',(RETENTtOrJ 'S . lB.-OOC .-- . ~ I'WI . WO"lCllIa cgMPUlSA'nDt'I AND- EMPl.OVERS'l....&II.aItJTY ANY PRQPRlero;vp"'~BC\Jti\l12 e.LeilCliACC'Dt!NT . DF,.tceRlrAEIAllC-ftEXCLuD5D1 a"DISEASE-elEMPl..O'r"E . ~~J.:.~~DVf~9 blIln EL glS~5~~paUCY LlhI"r . OntE" OI!.Sl:;RIPTIotj OP (lPEftl'l10tJs, LoeAlICNS tVEItCLl$. SXCUlIIOHS N>D!P 8'1 fNDOltlEMiHT ,SPE:ctAl- ~51DN5 rhe Town af Southoldas Owner/Landlord af Premises (Loc 11) Z69 Pecon;c Lane, Peconic, ~Y 1195' is included as Additional Insured. IF eAT N N lIHOULD AN'f OF .,..~ AIIOVl! D!5CR1BEIJ POUctEIS H ~C;as.ED6EFQRE THe ax"".TIOWDATl.THiRIiQP, THEllStJUllilHSUJWlWlLL InDD.VORTO.....,.. ~ DA'YS \\*1'rftlN NDnCII 'ID THIii CIiR11ACATIIoIOl.DIiJl. fol4&lED TO THE LlFT. 'I1J1" 'AlLUAe TO MAIL SUCH h1Ol1C~ 15..,,,U.I'4POSS)lO allUGA'naN l)I!: Ut\8ILJTY QF NIl' I<JPfO UPON TIll! ~Urt!", ms AGaNTS Oft Re"lU!SI!NTAT",~, AvntORlZl:D nWMII;If1'''l1\iE Crai Sh n Town of Southold Artn: Town Clerk PO Box 117.9 5outhold. NY 11371 AGORO 25 (2001l0B> lllACORO CORPORATION is.. (;0/(;0 3:llld ON:l3:lNI II Hd3S0r aL "[aL "[E9 ZE:(;"[ 900(;/80/"["[ ~ I. , ; ., _New York State Insurance Fund W.rur.t' C.,,,petualitJ,, & DLta6Uity Be"ejiLt SpecuJ/itts SillCe19U 8 CORPORATE CENTER DR, 3RD FLR, MELVILLE, NEW YORK 11141-3129 PhonB; (tl31) 75&-4300 CERTIFICATE OF WORKERS' COMPENSATION INSURANCE ,..,.,.,1\>\" NORTH FORK ANIMAL WELFARE lEAGUE INC PO BOX 297 SOUTHOlD NY 11911 POLICYHOLDER NORTH FORK ANIMAL WELFARE LEAGUE INC PO BOX 297 SOUTHOLD NY 11971 CERTIFICATE HOLDER TOWN OF SOUTHOLD TOWN CLERK PO BOX 1179 SOUTHOlD NY 11971 POLICY NUMBER I 67341&.6 CERTIFICATE NUMBER 628764 PERIOD COVERED BY THIS CERTIFICATE 08123/2006 TO 08/23/2007 DATE 10/31/2006 THIS IS TO CERTIFY THAT THE POLICYHOLDER NAMED ABOVE IS INSURED WITH THE NEW YORK STATE INSURANCE FUND UNDER POLICY NO. 673415-6 UNTIL 08/23/2007. COVERING THE ENTIRE OBLIGATION OF THIS POLICYHOLDER FOR WORKERS' COMPENSATION UNDER THE NEW YORK WORKERS' COMPENSATION LAW WITH RESPECT TO ALL OPERATIONS IN THE STATE OF NEW YORK. EXCEPT AS INDICATED BELOW, AND, WITH RESPECT TO OPERATIONS OUTSIDE OF NEW YORK, TO THE POLICYHOLDER'S REGULAR NEW YORK STATE EMPLOYEES ONLY. IF SAID POLICY IS CANCEUED, OR CHANGED PRIOR TO 08/23/2007 IN SUCH MANNER AS TO AFFECT THIS CERTIFICATE, 10 DAYS WRITTEN NOTICE OF SUCH CANCELLATION WilL BE GIVEN TO THE CERTIFICATE HOLDER ABOVE. NoTicE BY REGULAR MAil SO ADDRESSED SHAU BE SUFFICIENT COMPLIANCE WITH THIS PROVISION, THE NEW YORK sTATE INSURANCE FUND DOES NOT ASSUME ANY LIABILllY IN THE EVENT OF FAILURE TO GIVE SUCH NOTICE. THIS CERTIFICATE DOES NOT APPLY TO BUILDING DEMOLITION. THIS CERTIFICATE IS ISSUED AS A MArTER OF INFORMATION ONLY AND CONFERS NO RIGHTS NOR INSURANCE COVERAGE UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR AlTER THE COVERAGE AFFORDED BY THE POLICY. NEW YORK STATE INSURANCE FUND d,~~ U.26.3 DIRECTOR. INSURANCE FUNO UNDERWRITING This co,Ufical" can be valldaled on ou, wob silO at hllpS:/IwWw.nYSif.com/certlcer1vaLasp 0' by calling (888) 875-5790 VALIDATION NUMBER: 291985507 1:0110 39\1d ON939NI \I Hd3S0r aL laL lE9 1:E:1:1 9001:/80/,1