The URL can be used to link to this page

Home My WebLink AboutNFAWL ~EMORANDUM OF UNDERSTANDIN~ This Memorandum of Understanding made thi,s~.~eY of ~., 2011, by and ~een ~e T~n of G~t~, · municipal ~ora~on ot ~ne ~e of New York h~ving Its principal offi~ N~ York, hemina~er call~ the "Town", and the Noffh Fo~k Animal Warfare League, Inc., a Section 501(c)(3) not-for-profit membemhlp ~rporaflon of the S~ate of New York, having its prinoipal offi~ located in Pe~nlc, New Yo~, hereinafter cal~d the "League". NOW, THEREFORE, lhe pa~s mu~ally agree as follows: 1. The te~ ~ the ~mement ~een the Town and ~e League for the operation ~ the Southold Town Animal Shelter dated ~ril 2008, whbh term ~urrently expires on March 31,2011, is hereby e~ended by 60 days. 2. All of the remaining ~s and ~nditions of said Agreement dated April ~, 2008 shell remain in full for~ and eff~{. IN WITNESS WHEREOF, the pallas have hereunto set their hands the day and year flint above ~ffen. TOWN OF S~LD y: / '~ NORTH FORK ANI~L WELFARE LEAGUE, INC. By:~ Therese McGulnness, President RESOLUTION 2011-301 ADOPTED DOC ID: 6787 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2011-301 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON MARCH 29, 2011: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute a Memorandum of Understanding between the Town of Southold and the North Fork Animal Welfare League~ Inc. regarding a one month extension of the current Agreement, subject to the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUSI MOVER: William Ruland, Councilman SECONDER: Vincent Orlando, Councilman AYES: Ruland, Orlando, Talbot, Krupski Jr., Evans, Russell August 25, 2009 CERTIFIED MAIL RETURN RECEIPT REQUESTED Therese McGuiness, President North Fork Animal Welfare League, Inc. Animal Shelter Post Office Box 297 Peconic, New York 11958 Dear Ms. McGuiness, Your Certificate of Liability Insurance and Certificate of Workers' Compensation Insurance have both expired in June and July 2009. These documents should be sent to me upon their renewal. Please provide me with current copies of these documents at your earliest convenience. The completion of the DL-18 forms, Dog Seizure and Disposition/Redemption/Adoption by your staff'are not acceptable. These forms are sometimes missing important information and are illegible. Signatures must have printed name underneath. We have not received euthanization certificates from you. Please forward all of these certificates that you have. I don't believe we are receiving all of the adoption documents and fees. In 2006 we received 171, in 2007 -121; 2008-72; 2009 only 8. To date, you have only generated 72 dog licenses from the shelter in an eight (8) month period. According to our records there are currently one hundred fifteen (115) case numbers listed which are unaccounted for. The new 2008 contract did not remove any of your reporting obligations to the town. The last monthly report we received from you is March 2008. You are still responsible for providing my office with monthly reports, and maintaining the shelter and performing your duties in accordance with NYS Agriculture & Markets Law, Article 7 and Town Law, Article 8. Yours truly, cc: Supervisor & Town Board Members Town Attorney Town Comptroller Elizabeth A. Neville Southold Town Clerk MARTIN D. FINNEGAN TOWN ATTORNEY martin.finnegan@town.southold.ny.us JENNIFER ANDALORO ASSISTANT TOWN ATTORNEY jennifer.andaloro@town.southold.ny.us LORI M. HULSE ASSISTANT TOWN ATTORNEY lori.hulse@town.southold.ny.us OFFICE OF THE TOWN ATTORNEY TOWN OF SOUTHOLD November 25, 2009 SCOTT A. RUSSELL Supervisor Town Hall Annex, 54375 Route 25 P.O. Box 1179 Southold, New York 11971-0959 Telephone (631) 765-1939 Facsimile (631) 765-6639 North Fork Animal Welfare League, Inc. P.O. Box 297 Southold, NY 11971 Attention: Ms. Therese McGuinness, President RE: Animal Shelter Dear Ms. McGinness: On August 25, 2009, the Town Clerk sent a letter to NFAWL requesting a valid Certificate of Liability Insurance and Certificate of Workers' Compensation Insurance, legible completed DL-18 forms, "Euthanization Certificates", adoption documents and fees, and monthly reports. The Town appreciates NFAWL's prompt response to that letter and acknowledges the following: 1. The Town has received Certificates of Liability and Workers Compensation Insurance; 2. NFAVVL does not maintain "Euthanization Certificates"; and 3. The DL-18 forms submitted since the August 25, 2009 letter are legible and satisfactory to the Town. The Clerk also advised that NFAVVL was not providing the Town with all of its adoption paperwork and fees noting that there are 115 case numbers that are not accounted for. To date, the Clerk has advised that there are now 147 dogs that are not accounted for in the Town's records. Attached please find the Clerk's running list of dog numbers issued by NFAWL to seized dogs and the disposition status thereof. As you know, our contract requires NFAWL to comply with Article 7 of the New York State Agriculture and Markets Law. Pursuant to §114(5) thereof, the Town and NFAWL are Ms. Therese McGuinness November 25, 2009 Page 2 required to maintain complete records of any dog seized and subsequent disposition thereof. As such, please provide the Town with disposition statuses of the dogs listed in the attached chart. Aisc, please advise if any of the dogs listed remain in the Shelter. The Town also requests that NFAWL be mindful of its utility usage in accordance with the Town's general policy of conserving energy. In addition, the Clerk has requested a copy of NFAWL's Certificate of Incorporation. In response, NFAWL has submitted a Certificate of Incorporation dated June 11, 1963. Please confirm that there have been no Amendments to the 1963 Certificate of Incorporation. If Amendments exist, please remit same to the Town Clerk. Finally, please be reminded that your financial statements are due on a quarterly basis. The Town would prefer that such statements be audited and that they include the disclosures required by generally accepted accounting principles. We anticipate and appreciate NFAWL's continued cooperation. If you have any questions regarding this matter, please do not hesitate to call. orney JNIk Enclosure cc: Members of the Standing Committee on Animal Welfare (w/encl.) Members of the Town Board (w/encl.) ~/' Ms. Elizabeth A. Neville, Town Clerk (w/encl.) Dog # Status 6540 R~edempt 6541 6542 6543 Redempt 6544 6545 6546 6547 6548 6549 6550 6551 6552 6553 6554 6555 6556 6557 6558 6559 6560 6561 6562 6563 6564 6565 6566 6567 6568 6569 6570 657.1 6572 6573 6574 6575 6576 6577 6578 6579 6580 6581 Redempt 6582 Redempt 6583 Redempt 6584 Redempt 6585 Redempt 6586 Adoption 6587 6588 Adoption 6589 6590 Adoption Hah'is, Alma Enid, Anaya Latney, Douglas Carlson, Dwayne Judge, John Smith, Sonya Markut, Denise Reilly, Cathy Laub, Robert Powers, Sandra Fee Collected $10.00 $10,00 $10.00 $1o.oo $20.00 $20.00 $10.00 $10.00 $10.00 $10.00 License Issued Date 5023716 1/29/2009 5023730 2/23/2009 5023746 3/10/2009 5023747 3/10/2009 5023709 3/10/2009 5023712 3/10/2009 4153893 3/10/2009 5023744 3/10/2009 5023757 4/8/2009 5023759 4/8/2009 6591 Adoption 6592 6593 6594 6595 6596 6597 6598 6599 6600 660 ~1 66O2 6603 6604 6605 Redempt 6606~ 6607 Redempt 6608 66O9 6610 Redempt 6611 Redempt 6612 Redempt 6613 6614 Redempt 6615 Redempt 6616 Redempt 6617 Redempt 6618 6619 Adoption 6620 Redempt 6621 Adoption 6622 6623 6624 6625 6626 Redempt 6627 Redempt 6628 Redempt 6629 Redempt 6630 6631 6632 6633 6634 6635 6636 6637 6638 6639 Redempt 6640 6641 6642 Powers, Sandm Grilli, Jen Kenny, Peter Tarpey, Rose Lebkuecher, Joe Loper, Shawn West, Gala Yifrach, Tracy Dubois, Scott Berdinka, Carol Duffy, Mary Ann Ferris, John Kelly, Brian Bach, Katherine Taylor, Lavern Pawtouski, Paul Hasan, Khaliq Viola, Ed $10.00 $20.00 $10.00 $10.00 $10.00 $20.00 $10.00 $10.00 $10.60 $10.00 $10,00 $1o.60 $10.00 $10.00 $10.00 $10,00 $10.00 5023760 4755425 5023758 5023776 5023774 4755408 5023778 5023779 5023780 5023790 5023775 5023772 5023795 5023773 5023791 5023784 5023830 4755430 4/8/2009 4/8/2009 4/8/2009 5/28/2009 5/27/2009 5/28/2009 5/28/2009 5/28/2009 5/28/2009 6/24/2009 5/27/2009 5/27/2009 6/24/2009 5/27/2009 6/24/2009 5/2812009 8/14/2009 5/28/2009 6643 6644 6645 Adoption 6646 Redempt 6647 Redempt 6648 Redempt 6649 6650 6651 6652 6653 6654 Redempt 6655 Adoption 6656 Redempt 6657 6659 6660 6661 6662 6663 6665 6666 6667 6669 667O 6671 6672 Adoption 6673 6674 6675 6676 Redempt 6677 6678 6679 6680 6681 6682 6683 6684 Redempt 6685 Redempt 6686 Redempt 6687 Redempt 6688 Redempt 6689 Redempt 6690 Redempt 6691 6692 6693 6694 Loftus, Elizabeth Clancy, George Georgakopoulus, Chris Aytulin, Judy Medina, Donna Hoffman, Thomas & Phyllis Zemanek, Sheryl Logan, Joseph Fragias, Angeliki Aytin, Judith Conner, Lawrence Fanelli, John Windmuller, Monica Vogel, Cheryl Aytulin, Judy Love, Joan $10.00 $10.00 $10.00 $30.00 $10.00 $10.00 $10.00 $10.00 $10.00 $10.00 $10.00 $10.00 $10.00 $10.00 $10.00 $10.00 5023801 6/29/2009 5023792 6/24/2009 5023792 6/2412009 4755152 6/29/2009 5023796 6/24/2009 5023841 8/26/2009 5023794 6/2412009 5023845 9/4/2009 5O23831 6/14/2009 475E~. ~.~ 8/26/2009 5023848 9/'4/2009 5023839 6/26/2009 5023837 8/26/2009' 5023838 6/26/2009 4755152 6/26/2009 5023840 8/26/2009 6695 6696 6697 Redempt 6698 6699 6701 Redempt 6702 Redempt 6703 Redempt 6703 Redempt 6704 6705 6706 6707 Redempt 67O8 6709 6710 6711 6712 Redempt 6713 Redempt 6714 Redempt 6715 6716 6717 6718 6719 6720 6721 6722 6723 6724 Redempt 6725 6726 6727 6728 6729 6730 6731 6732 6733 6734 6735 6736 6737 6738 6739 6740 Chamews, Clement J Corbley, Susan Reeve, Richard LeaP/, Joyce R Piraino, Stephanie Markut, Denise Bridge, Don Tarpey, Rose Aytin, Judith Markut, Denise $10.00 $10.00 $10.00 $10.00 $1o.50 $10.00 $10.00 $20.00 $30.00 $35.00 5023846 9~4~2OO9 5023851 9117/2009 5023852 9/17/2009 5023853 9/17/2009 5023857 1011912009 4153893 10/19/2009 5023870 10/29/2009 5023776 '10/29/2009 4755444 11/4/2009 4153893 11/4/2009 MARTIN D. FINNEG~ TOWN ATTORNEY martin.finnegan@town.southold.ny.us JENNIFER ANDALORO ASSISTANT TOWN ATTORNEY jennifer.andaloro@town.southold.ny.us LORI M. HULSE ASSISTANT TOWN ATTORNEY lori.hulse@town.southold.ny.us SCOTT A. RUSSELL Supervisor Town HallAnnex, 54375Route 25 P.O. Box 1179 Southold, NewYork 11971-0959 Telephone (631) 765-1939 Facsimile (631) 765-6639 OFFICE OF THE TOWN ATTORNEY TOWN OF SOUTHOLD EECE;V~D To: From: Date: Subject: MEMORANDUM Members of the Town Board Jennifer Andaloro, Esq. Assistant Town Attorney May 27, 2009 Animal Shelter Contract J, AY 2 8 2009 As a follow up to the Town Board's discussion of the creation of an animal shelter oversight committee, attached please find the contract between the North Fork Animal Welfare League (NFAWL) and the Town. The obligations of the NFAWL are set forth in ¶1, pp. 1-4. The obligations include the operation and management of the Town's animal shelter, filing and reporting under Ag and Markets Law, remitting fees to the Supervisor, and maintaining public liability insurance. While not specifically addressed in the contract, an oversight committee that reviews financial reports, ensures that all reporting requirements are complied with, and reviews the management and operation is permissible. However, the Committee should not be tasked with micro-managing the facility and its day-to-day operations. Should you wish to discuss this further, please call me. JA/Ik Enclosure cc: Ms. Elizabeth Neville, Town Clerk (w/encl.) RESOLUTION 2008-268 ADOPTED · Doc ID: 3660 THIS.IS TO CERTIFY THAT THE FOLLOWING RF_~OLUTION NO..2008-268WAS' ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON MARCH 11, 2008: RESOLVED that tho Town Board of the Town of Southold horeby'aa~orizes and direr'Is Supervisor Scott A. Russell to execute the A4~reeme~t between the Town of Sou&old ,aad the North Fork Animal Weffare League. Inc, for a tem~ of three (3) year~ commcnctng April 1. 2008, and ending on March 3 t~ 2011, rcgardin§ the Southold Town Animal Sl~clter, subject to thc approval 0flhe Town ARomcy, for the follOWing mnounts: '4/1/08 - 3~31/09 4/1/09 - 3/31/I0 4/1/10 - 3f31/11 $182,498.16 $189,798.09 $197,390.01 Elizabeth A. Neville Southold Town. Clerk' RESULT: ADOPTED [UNANIMOUS] MOVER: Louisa P. Evans, ~'usti¢¢ · SECONDER: Thomas H. Vftckhan~, Councilman -AYES: Ruland, Orlando~ Kmpski Jr.~ Wickham, Evans, Russell ORIGINAL AGREEMENT BETWEEN THE TOWN OF SOUTHOLD AND THE NORTH FORK ANIMAL WELFARE LEAGUE FOR OPERATION OF THE SOUTHOLD TOWN ANIMAL SHELTER THIS AGREEMENT made.this 1 st day0f April, 2008, pursuant to the proviswas of Article 7 of the Agricultural and Markets Law by and between the TOWN OF SOUTHOLD, a municipal corporation of tho S~ate'ofNew York, having its principal office at 53095 Ma~n Road, Southold, New York, heminat~er called tho'"Town', and the NORTH FORK ANIMAL WELFARE LEAGUE, 1NC., a Section 501 (~)0) not ;For profit corporation of tho State of New York, having its principal office at Peconic, New .York. hereinafter called the '~League'~ WHEREAS. Sections 114 and 115 of tho Agricultural and Markets Law provide that a Town may contract dog conW01 officer'and animal shelter s~ices with an incorpora[ed humane societygr similar incorporated dog protective asS°Ciation; and. WHEREAS, the Town desires to con.act for dog officer and animal sheltei' services with the League; and WHEREAS, the League desires to pro~de such so.ices for the Town in accordance wilh thc torm~ and conditions set f0tth in this agreement; NOW;.THEREFORIE. in consideration of the covomnts and the promises contained herein, the parties mutually agree as follows: I) LEAGUE DUTIES. Within the Town of Southold, which includes the Village of Grecnport, thc League, through its officers, agents and employees, shall provide tho following services: -1- a. Perform the duties and responsibilities of dog contr61 officer in accordance with the provisions of Article 7 of the Agricultural and Markets Law and the rules and regulations promulgated thereunder. b. Operate and.manage the Town Animal Shelter at Peconi~ Lane~ Peconic, New York, aa a shelter and provide care .for dogs seized by the League's dog control officer and for lo. st, strayed or homeless dogs that are.recoived into the Town Animal Shelter. c. Make available for adoption or euthanize sgized dogs r~t redeemed as provided for in Article .7 ofthe Agricultural and Markets Law. The League shall continue its policy oFencouraging m every instance the adoption ofdags where the d~g and the potential'adoptive ho'me are both appropriate. d. Comply with'and enforce the prOVisions of Chapter 83, SeCtions 6 and 7 of the Code Of the Town c~f Soathold. In the ~vent that an on-duty Police.Officer of the Town of Sunthol~ brings an abandoned dog to the veterinarian for medical treatment and said dog remains unclaimed, the Police Officer will advise the League o£the time and place of deliva3,, and the League shall assume all reasonable and uocessary medical expanses Incurred by said dog. e. .Pay for all reaSOnable and:necessary medical expenses incorrcd with regard'to the treatment. o~'dogs at the Town Animal Shelter. f. File and maintain complete records of any seized dog and subsequent disposition of any dog~ in the manner prescribed b~ Article 7 of the Agri~turai and Markets Law and regulations promulgated thereunder by the Commissioner of AgricUlture and Markets. g.. Remit to.the Supervisor of the Town all license, redemption, and adoption Fees collected in cato, lng out thc provisions of this'con~ract, h. Employ, at all times during the term hereof, such lr~ined and qualified personnel as are -2-: 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 part-time dog control officer. i. 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 vie;,ved,-mdeomed or adopted. j. Designate a suitable peraon 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 andhold dogs beyond the time 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 t'esult in there being insufficient spaCe or facilities for the impoundment of seized dogs. 1. .Provide and keep.in force during the t~uu 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 limit. Certificates of such insurance shall be furnished annuallyto the ToWn. Clerk upon the Town Clerk?s request. m. 'As an assurance that it will faithfuBy and fully perform each and every obligation, duty and responsibility provided for herein, the League, prior to the effective date of this contra~t, Shall deposit with the Town Supervisor the sum of $5,000.00. 'In the event, of any default by the LeagUein any of the terms and conditions of this contract, the Town shall giv0'written .noti~ there_of tothe League wharenpon the League shall have ten (10) days Rom the receipt ofsuch notice to eurethe default If the League shall fail to cure said default, the Town may cum such default by which means it deems advisable, and pay the cost and expense thereof from said sum deposited with the Town Sup~rvison In the event that the League denies gueh default, such dispute shall be resolved by arbitration ihrough the American Arbitration Association o£ 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 olfligation on its part to he performed, then at the expiration'of this Agreement, according to its terms, said deposit shall be paid over to the League. n. Pay for the telephone service:at the.Town Animal Shelter. o. Pro('ide worker's'compensation and disability insurance asmay be required by law for any. person working at the Town Animal Shgltar 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 ~fIncorporation and currer/t By-Laws.. 2) TOWN DUTIES. The Town, in consideration 0fthe sorvic~ to be performed by the I.eague as herein provided, covenants and agrees that it will, during the term hereof: a. Remi~ ~the League the amounts set forth below for the indicated year, said amounts to be paid in twelve ~qual monthly payme~ats on thc 15t~ day of'each month for the pre. ceding month: April 1, 2008 to March 31, 2009 April I, 2009 to March 31~ 2010 April 1, 2010 to March 31, 2011 $182~498.16; $189~798.09; $197,390.01; bo Permit the League, and only the League, to occupy and operate the Town Animal Shelter at Peconic, Now Yod~, for the purpose of providing dog control officer and a~imal shelter services for the Town. 4- 3. as follows: In the event the Town renovates the Town Animal Shelter or constructs a now animal shelter on the site of the existing Town Animal Shelter, the Town shall make pmvisinna at the request of the League during the comtmct[on for the continued operation of the animal shelter or provide a secondary facility that'will m~et.the reqmrements of Article 7 of New York State's Agricultural.and Market~ Law and allow the League to provide thc son, ices it is requi~l by this Agreement at no additional cost to the League. The Town shah notify the League thirty (30) days prior to the commencement of construction of a new animal shelter. The Town shall keep the Town Animal Shelter in good repair including the .plumbing, heating and'electrical systems, Repairs and maintenance to the Town Animal Shelter shall be in the Town's discretion which shall be reasonably exe~sed. e. The Town shall pay the fuel, alectricity, water, and other utility expenses of the Town Animal Shelter. GENERAL COVENANTS. The parties hereto further covenant and agree The League hereby represents that it is legally qualified lo perform all the duties on its part lo be performed under'the temps and conditions of'this contract; b. Nothing in this contract shall be held to constitut6 the parties hereto:as partners, or authorize either party to contract any debt, liability or obligation.for or against or on bshalf of thc other patty of the contract. Neither the Town nor the League shall be considered as the agent of the other nor shall either have thc 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 h~renf ns an independc, t~t contractor and. as such, be liable for its own acts c. The League shall protect, save and keep the Town harmleSS and indemnify the 'Town imm and against any and all claims, losses, costs, damages, suits, judgments, penalties, expenses and liabilities of any kind or nature whatsoever arising direcUy or indirectly out of or in connection with the performance by the League of the terms and conditions o£this contract. Tire to the trailer at the Town Animal Shelter and furniture, furnishings, fixtures, appliances and cqflipment installed by the League at the Town An/mai Shelter shall remain vested in the League and, at the expiration of flais contract or on the prior termination thereof, as hereinafter provided, the League shall have the right and a reasonable time within which to mnove the same.and all other property belonging to t~e League provided, however, that such removal can be mad~ without injury or damage to the promises o/' building. The League shall make no major alterations, renovatious or additions to the dog shelter premises or the bm~lding without prior written approval oftbe Town. In the event &at.either party defaults in fulfilling any 0fthe teo~ns or conditions of this contract, the other parly may give ninety.(90) days written notice of its . retention ~o terminate this contract and, thereupon at the expimfion of such ninety (90) days, if the condition 6r conditions which form the basis of the notice continue to exist, this contract shall terminate 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, organization as is agreeable to the panics. In the event of such termination, the League shall forthwith surrender the Town Animal Shelter 6ccupied by it and deliver to the Town any and all Town properly in its possession, whereupon the League shall ko. have no fu~er tights or responsibilities hereunder, except to remove its property as I~mv~d~d herein. The Town and its authorized officers, agents and employees shall have the right to enter upon the Town Animal Shelter including the buildings.or'structures, at any reasonable time for the puq~ose of examining same, conferring with the officers and/or management of thc League, and to makc such necessary repairs as the Town may deem necessary. The League shal} provide the Town with an audited fi~ancial report on an annual basis and finanGial compilations on a qua~n-ly basis. Tho I:~.ague covenants and agrees that, unless thi~ contract is renewed or exteruted by agreement of the pa~lies; at the expiration of the term of this contact, it will Surrender the Town Animal Shelter to the Town in good repatr, .normal wear and tear exceptexl. The League shall not assign this contraot or subcontract or otherwise engage any other organization to perform the work and servieesto be performlxl hereunder without .the express written approval of the Town. In the event Fedea-al, State or County laws, roles or regulations require the League ' to igcur additional expenses to provid~ thc services the League has agrew_zl.to provide herein, the Town agrees to negotiate with the .I.~gue.with regard.t0 such additional exp~nses. -7- TERM. This contract shall b~ for a terra o£thrco (3) years commencing on the 1st day of April, 2008, and terminating the 31" day oFMarch, 2011, unless sooner terminated as herein provided. IN WITNESS WHEREOF, the parties hereto have hereunto set their hand~ and seals the day and year first above written. TOWN OF $OUTH~ SCOT~. RUSSEI~L, Supea'visor · STATE OF NEW YORK ) ).SS.: COUNTY OF SUFFOLK ) NORTH FORK ANIMAL WELFARE LEAGUE, INC. THER~E'i~[CGUINNESS~ President On the /~day of -~ ,~..,..,~ in the year 2008 b~fore me p~rSonally came SCOTT , A. RUSSELL to mc known, who, being by me duly sworn, did depose and say that he mzid~ in the Village of. Greenp~r~; that'he is thc Supervisor of the Town of S0uthold. State of New York, th~ municipal corporation described in and which executed the above instrument; and that he signed his name thereto by re~oint/on and anthority of the Town Board of the Town of Southold. -' ' Not. Public / STATE OF NEW YOP,.K ) ) ss.: LINDA Jo . NOTARy PUB COUNTY OF SUFFOLK ) r~-- - --'~, Suffo"- ~ fork Onthe Jo day'of~'~a.,ud~.~ in the year 2008 before me persorlaJly came THEREsE [VIcGUINNESS to me known, who, being by me duly sworn, did dq~ose ands~.y that she resides jn the Town of Southold; that she is the President of the TRE NORTI-I FORK ANIMAL WELFARE LEAGUE, INC., the corporatidn described in and w~ieh executed the above fi~strument; and that she signed her name thereto byauthofity of the Board of Dimct0rs of said corpo tion. Notary Puhliu BARBARA ANN RUDDER Itotaty Publlo, Stale of N~w York No. Comndedon E~dms'APdl Cerole ^, Getss 2155 Long Creek D~ive $0uthold, New Yo~ 1197%5313 (631) 765-3255 RECEIVED '- Apl'il 29, 2008 Supewisar Scoff Russell, and Membem orthe Soathold Town Board Town Hall 53095 Main Road P.O. Box 1179 $outhold, New Yod( 11971 .Dear Supervisor Russell, Justice Evans, Councilman WId, dmm, Councaman KmpskL Councilman Odando. and Councilman Rulaed:. At the April 22, 200&, Town Board meeting, Scott, you aid, '1 have people calling me evmy day who want me to create oversight at the AnimatWcifam League," Have YOu considered the possibility that all those people have reason to make'such a requesl? That perhaps they am interested ia p~oteoting their investment of ~56g,686.26-na insignificant sum-that will be paidout for animal care over the hext three ~) seam? An oversight/advisory committee should not be equated with micromanagement. The Town contracts with NFAWL for mandated dog control,, choosing ~o keep dogs uatil adopted, not Just for the mqulmd period, and pemlits NFAWL lo do its chadty wink on public pl'operty. -' As a Board, you amthe manager/landlord of the shelter, and am obliged to see that the community gets what its texas are paying for. The ovemigM/edvisury committee would do whet .you do not have the time or, more probably, the desire, to do. such as visit the shelter regularly; review shelterand financial reports; review management of the operaticn, with suggentidas for improvements, and respond to complaints; ~,vtsw vntunteerpmgrams, and dng-tm!ntng programs, to minimize mteniton of dogs; and, review the quality of semice to the visiting public, a particulan'y important.issue for a muntcipel fad#ry. You told me, Scott, thai NFAWL had no objection to an independent audit every year. Thls should. have been part of the contractual agreement. An independent auditor would determine whether g°Vemmeotfil expenditures (p~lma~J sheltering)am sagregated from charitable expenditures (secondary sheltering) and,.If not create a new aecounfing s~'for NFA1N~,. making it easier for you to negotiate futom contracts, especially since the new Shelter will be up and mnulng soon. The League's accountant, Jesel~ Irwin, says that he can provide financial reports based only on information provided to him by the League's management, not on review o~ the mllanizatlon's financial records. In the peat, Alice Huesle aitcl Ruth Oliva. es councilwomen,' requested financial information ia an attempt to determine the actual cost of the care of seized dogs, and NFAVVL would not comply. The 2008-20fl .contract, filed, I undemlanc[, on March 17~, wan signed even.thoUgh the League's 2007 third and tourth quarter flnancials had not been filed with the Town,.a requirement of that contract, and each prior contract. An 'oversight/advisory committee would get that intoTmation, and review it for you. This new contract is vlttuslly the ~ame as the last one, There is no provision for maidng the transiUon from the preSent shelter to the new one, so no identification of the individual(S) who will plan and supervise the reove, and what will be moved and how. This move will require a major - coordination 0f effode, removal of NFAWL's trailer (now used as a clubhouse as well as office), · and should be detailed for all those involved. At the ^pd122"d meeting, Mm. 'McGuinooss was veq' adamant about infoflning you, and the general public, that NFAWL Is regulated byAg end Markets (the State), and must be in compliance with that ogency's regulations. NFAWL is not regulated by Ag mid Markets, the Town Shelter is. The housing, care, and recordkeeplng for seized dogs at the shelter are regulated and inspected, cursorily, only once a year, by Ag and Markets. NFAWL is the Town's vendor, end does the work that would etherwise be done by Toem employees. Dr. James A.Gmy, Veterinaliafl 3, NYS Deperlmonl of Agtioult~e and Markets, wrote, "1 should add that the T0wrt Is responsible for the operation of their shette¢. Any deficiencies are the Towns' [sic] responsibility as the d°g liceusing moniclperd, y. We are not inspecting NFAWL as such." * Specifically, no examination of quality of service ts involved. Scott, you also said at the meeting, ' I, personally, think they're [thoSe oallthg every day] using oversight to wage war.' It is not appropriate to equate wanting to protect the Inlef"-~ds of the Town with 'waging war." The leademhip of the League has been 'waging war' with Town Boards for years, as'you, Louisa, and you, Tom, might tememher or, wish to fo~et. They called you inhumane, and net trustworthy, and threetened to leave fi.they dldn't get the answers they wanted, and ultimately, a new Tovm-buitl shelter. I, personaJly, do not know of one of these NFAWL leaders ever appearing before this Town Board to j)ubitcly thank you, and ~outheld's taxpayers, for providing a new animal shelter, et the cost of $3.2 million dollars. Please, Soott. Louisa, Torn, Al, Vincent, Bill, step up In the plate and do what is dght to protect 'the interests and investments of yoor constituents, and let NFAWL know who's in charge. * A complete response to my query letter is available upon request. ORIGINAL AGREEMENT BETWEEN THE TOWN OF SOUTHOLD AND THE NORTH FORK ANIMAL WELFARE LEAGUE FOR OPERATION OF THE SOUTHOLD TOWN ANIMAL SHELTER THIS AGREEMENT made this 1 st day of April, 2008, pursuant to the provisions 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 ANIMAL WELFARE LEAGUE, INC., a Section 501(c)(3) not for profit corporation of the State of New York, having its principal office at Peconic, New York, hereinafter called the "League"; WHEREAS, Sections 114 and 115 of the Agricultural and Markets Law provide that a Town may contract dog control officer and animal 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 shelter services with the League; and WHEREAS, the League desires to provide such services for the Town in accordance with the terms and conditions set forth in this agreement; NOW, THEREFORE, in consideration of the covenants and the promises contained herein, the parties mutually agree as follows: 1) LEAGUE DUTIES. Within the Town of Southold, which includes the Village of Greenport, the League, through its officers, agents and employees, shall provide the following services: -1- a. Perform the duties and responsibilities of dog control officer in accordance with the provisions of Article 7 of the Agricultural and Markets Law and the rules and regulations promulgated thereunder. Operate and manage the Town Animal Shelter 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. Make available for adoption or euthanize seized dogs not redeemed as provided for in Article 7 of the Agricultural and Markets Law. The League shall continue its policy of encouraging in every instance the adoption of dogs where the dog and the potential adoptive home are both appropriate. d. Comply with and enforce the provisions of Chapter 83, 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 remains unclaimed, the Police Officer will advise the League of the time and place of delivery, and the League shall assume all reasonable and necessary medical expenses incurred by said dog. Pay for all reasonable and necessary medical expenses incurred with regard to the treatment of dogs at the Town Animal Shelter. File and maintain complete records of any seized dog and subsequent 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. Remit to the Supervisor of the Town all license, redemption, and adoption fees collected in carrying out the provisions of this contract. Employ, at all times during the term hereof, such trained and qualified personnel as are -2- 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 part-time dog control officer. i. 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 time 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 limit. Certificates of such insurance shall be furnished annually to the Town Clerk upon the Town Clerk's request. m. As an assurance that it will faithfully and fully perform each and every obligation, duty and responsibility provided for herein, the League, prior to the 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 sum deposited with the Town Supervisor. 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 its 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. 2) TOWN DUTIES. 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 hereofi 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 for the preceding month: April 1, 2008 to March 31, 2009 April 1, 2009 to March 31, 2010 April 1, 2010 to March 31, 2011 $182,498.16; $189,798.09; $197,390.01; Permit the League, and only the League, to occupy and operate the Town Animal Shelter at Peconic, New York, for the purpose of providing dog control officer and animal shelter services for the Town. c. In the event the Town renovates the Town Animal Shelter or constructs a new animal shelter 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 Animal 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 Animal Shelter. 3. GENERAL COVENANTS. The parties hereto further covenant and agree as follows: a. 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. b. 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. c. The League shall protect, save and keep the Town harmless and indemnify the Town from and against any and all claims, losses, costs, damages, suits, judgments, penalties, expenses and liabilities 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 Animal Shelter and furniture, furnishings, fixtures, appliances and equipment installed by the League at the Town Animal Shelter shall remain vested in the League and, at the expiration of this contract or on the prior termination 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 building without prior written 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 its intention to terminate this contract and, thereupon at the expiration of such ninety (90) days, if the condition or conditions which form the basis of the notice continue to exist, this contract shall terminate 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 organization 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, whereupon the League shall -6- have no further rights or responsibilities hereunder, except to remove its property as provided herein. The Town and its authorized officers, agents and employees shall have the right to enter upon the Town Animal Shelter including the buildings or structures, at any reasonable time for the purpose of examining same, conferring with the officers and/or management of the League, and to make such necessary repairs as the Town may deem necessary. The League shall provide the Town with an audited financial report on an annual basis and financial compilations on a quarterly basis. 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 Animal 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 organization to perform the work and services to be performed hereunder without the express written approval of the Town. In the event Federal, State or County laws, roles or regulations require 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 additional expenses. -7- TERM. This contract shall be for a term of three (3) years commencing on the 1st day of April, 2008, and terminating the 31st day of March, 2011, unless sooner terminated as herein provided. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above written. TOWN OF SOUTHOL7 By: t...~.~/x./.z~~ SCOT~. RUSSELL, Supervisor NORTH FORK ANIMAL WELFARE LEAGUE, 1NC. By: / dd'/f~..~ ././ ~'~ THERESE McGU1NNESS, President STATE OF NEW YORK ) ) SS,: COUNTY OF SUFFOLK ) On the /al. day of 993 ~-z~'~ in the year 2008 before me personally came SCOTT A. RUSSELL to me known, who, being by me duly swam, 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 instrument; and that he signed his name thereto by resolution and authority of the Town Board of the Town of Southold. w ' N4t~a~ Public STATE OF NEW YORK ) LINDA j COOPEl:l ) ss.: NOTARy PUBLIC, State of NO. 0tCO482256~ ~ .. New York COUNTY OF SUFFOLK ) Term ~×pires On the t o day of~~ in the year 2008 before me personally cme THE~SE McGUINNESS to me known, who, being by me duly swam, did depose and say that she resides in the Town of Southold; that she is the President of the THE NORTH FO~ ANIMAL WELFA~ LEAGUE, INC., the co~oration deschbed in ~d which executed the above instrument; ~d that she signed her name thereto by authority of the Bo~d of Directors of said co,oration. ~ Nota~ Public B~RBARA AHN RUDDER N0t~ Publl0, $tato of New York No. Ouallii~d in Suffolk ~ountu-. m ff:~_~x__~ ........ P..O... D .o...x....2..$.7. ........................................ c,~,~,e,Z~,+4 ~outhold NY 11971 · Complete items 1, 2, and 3. Also complete item 4 if Restricted Delivery is desired. · Print your name and address on the reverse so that we can return the card to you. · Attach this card to the back of the mailpiece, or on the front if space permits. 1. Article Addressed to: Therese McGuiness, President North Fork Animal Welfar~ PO Box 297 League Southold, NY 11971 4. Restricted Delivery? (E~ffa Fee) [] Yes 7003 3110 00D1 8550 3153 PS Form 3811, February 2004 Domestic Return Receipt 102595q)2-M-1540 ET.~ ~ ~.T.E, RMC, CMC TOWN CLERK REGISTRAR OF VITAL STATIST[CS MARR~E OFFfCER . RECORDS MANAOEMENT OFFICER FREEDOM OF INFORMATION OFFICER Town Hall, 53095 Main Road P.O. Box 1179 Southold, New York-11971 Fax (631) 765-6145 Telephone (631) 765-1800 southoldtown.northfork.net OFFICE OF TI4E~ TOWN CLERK TOWN OF SOUTHOLD February 10, 2009 CERTIFIED MAIL RETURN RECEIPT REOUESTED Therese McGuines~ Presiden! North Fork Animal Welfare League, Inc. Post Office Box 297 Southold, New York 11971 Dear Ms. McGuiness, By thls letter I hereby request that you fulfill the terms and conditions of your contract with'the Town of Southold, regarding the Southold Town Animal Shelter, by providing updated current original documents of the following: Section 1. - I. · Section I., m. · Section I. - o. · .Section 1; -.p. Certificate of Insurance as described in this section. $5,000.00 assuranco deposit Workers compensation and disability insurance certificates. NFAWL Certificate of Incorporation and current by-laws. Upon your filing of these documents, a copy of each'document will he made and given to you together with a dated, signed receipt for.same. I look forward to receiving these documents from you wJthln the ten (10) day period as provided for in the contract. Very truly yours, Southold Town Clerk Enclosure (1) copy of current contract cc: Town Attorney Supervisor & Town Board GL111S 10 TOWN OF SOUTHOLD T1 .830 2) GURRRNTEE BID DEPOSITS Tgpe options, press Enter. 5=Displag 6=Offset Transactions ~_~ JE Date ID Trx Date Rmou 2/28/2009 -158 R '2120109 5,Oe F2:View 2 F3=Exit F12:Cancel Fll:Invoice F13=Encumbrance F14=Pu General Ledger Inquirg R-02282889-158 Line: i Formula: O ~ccount.. T1 .830 Rcct Desc GURRRNTEE BID DEPOSITS Trx Date ..... 2/28/2889 SDT 2/28/89 Trx Rmount... 5,888.88 CR Description.. RSSURRNCE-4/1/08 CONTRRC Customer Code Customer Name NF RNINRL WELFRRE LERGUE Receipt ~ .... 23458 SCNB Invoice Code. Project Code. F3:Exit F12=CanceI 031841 VENDOR PAYEE: NORTH FORK ANIMAL WELFARE LEAGUE, INC, ANIMAL SHE~ER ID: SUPR CHECK NO.: 11053 SOUTHOLD TOWN SUPERVISOR MEMO: DATE: 02/13/09 11053 INVOICE INVOICE INVOICE NUMBER DATE AMOUNT 02/13/09 5000.00 PREVIOUS DISCOUNT AMOUNT OF PAY/CREDIT TAKEN PAYMENT 5000.00 TOTHE ORDER OF SOUTHOLD TOWN SUPERVISOR MAIN ROAD NORTH FORK ANIMAL WELFARE LEAGUE' INC' RESOLUTION 2008-268 ADOPTED DOC 1D: 3660 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2008-268 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON MARCH 11, 2008: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute the Agreement between the Town of Southold and the North Fork Animal Welfare League~ Inc. for a term of'three (3) years commencing April 1, 2008, and ending on March 31, 2011, regarding the Southold Town Animal Shelter, subject to the approval of the Town Attorney, for the following amounts: 4/1/08 - 3/31/09 4/1/09 - 3/31/10 4/1/10 3/31/11 $182,498.16 $189,798.09 $197,390.01 Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Louisa P. Evans, Justice SECONDER: Thomas H. Wickham, Councilman AYES: Ruland, Orlando, Krupski Jr., Wickham, Evans, Russell Receipt to North Fork Animal League for Updated Current Contract Documents documents were received on from Amy Wester Printed Name In accordance with the Town Clerk's letter of February 10, 2009, the following on February 17, 2009 representing the NFAWL: Date 1. Copy of Certificate of Incorporation of NFAWL Inc. Dated 1963 (8 pages) 2. NYS Worker's Compensation board, Cert. of Insurance Coverage under the NYS Disability Benefits Law, dated 2/12/2009 for coverage 1/1/09 - 12/31/09 (2 pages) 3. Certificate of Worker's Compensation Insurance - NYS insurance Fund, Police No. Z 673 415-6, period of 8/23/06 - 6/2/09, certificate dated 3/21/08 (1 page) 4. Certificate of Liability Insurance, Dated 6/4/2007, Town of Southold Certificate Holder (1 Page') 5. NFAWL, Inc. Amended and Restated Bylaws, dated July 19, 2003 (8 pages) 6. NFAWL Check No. 11053 in the amount of $5000.00 payable to Southold Town Supervisor, dated 2/13/09 Received by Town Clerk's Office on February 17; 2009 Dated Signature Linda J. Cooper, Deputy Town Clerk Printed Name NORTH FORK ANIMAL WELFARE LEAGUE, INC. ANIMAL SHELTER VENDOR ID: SUPR CHECK NO.: 11053 DATE: 02/13/09 PAYEE: SOUTHOLD TOWN SUPERVISOR MEMO: INVOICE INVOICE INVOI CE PREVIOUS DISCOUNT AMOUNT OF NUMBER DATE AMOUNT PAY/CREDIT TAKEN PAYMENT 11053 02/13/09 5000 . 00 5000 · 00 CHECK NY 11971 NY 11935 NUMBER 5o ~4~/2~4 CHECK NO 11053 DATE AMOUNT 02/I3/09 *****$5,000.00 TO THE ORDER OF SOUTHOLD TOWN SUPERVISOR MAIN ROAD NORTH FORK ANIMAL WELFARE LEAGUE, NC RECEIVED FEB 1 7 2009 CERTIFICATE OF INCORPORATION OF NORTH FORK ANIMAL WELFARE LEAGUE, INC. PURSUANT TO T~E MEMBERSHIP CORPORATIONS LA~? %FE, T~E UNDERSIGNED, for ~he purpose of formi~ a membership corporation pursuant t~ the Membership Corporations Law of the State of New ¥o~ko hereby certify: 1. ,The name of~ the proposed corpora~on shall be North Fork AnimAl ~elfareLeague, are to pro~ide, pr~e and advance h~ane and other ~rotective care and trea~ent~9~m~a~s ~n~ ~,~~d ef- ~ective means %hrou~t the ter=~O~ im~l~~i~ ~ ~uthorized ~o opera,e= ~to foster k~dnems to-animal~ and to promote ani~l welfare ~ h~ne edu~ion~ a~ otheFwi~ ~~ee., ~int publish a~ cireulate li,~eratur~ rel~ti~ ~o ~aess to rg~ctive animals and the work of the Society; %~ ac~ as ~ ~s~eia=ion in ~he p~otect!~n of dogs and particularly in the pro_action, care and disposition of lost, strayed or h~elees do~s and as a ]?art of or incident to such dog protective purposes to establish and provide ~ purchase or otherwise and to maintain a shelter or shelters for dogs or other animals and other necessary buildings, lands and equipment therefor and to operate the lame an~ to perform all such acts as may be customary or advisable in the operation of an animal shelter; to c6~H~'Wnder Sections any oth~ law:"p~di g for %~ .P~ ta4._d~u~ti~ 9~.~,o~h~ iiS~iOn of seized do~s as there- proactive, animal welfare and h~ne society. County of Suffolk. State of New YOrk. be located are T~ of 5. ~e n~ber of its directors sh~l not be less than three nor more than 7, The mee~inge of %~e Board ~f D~re~tore ~1~11 be held only w£~hin ~:he Statue of Sew'~.~rk, age; at l~s~ York. Of ~e citiz~ of ~' On ~htl ~Ll~*~ day of June 19&3,~ befores, me ~~ =~ F~a~es L. Allen. ~en ~. Expires /v~ech 30, ,1~ ~ Su~eme Co~t of the d the fo~e~oin~ cer~ifieate of ineerporatiem. the Su~eme ~. Un~e~ ~-he Provision~ of ~1~?~- STATE OF N~W YORK COU~ OF S~OLK Franues L. Allen, Helen G. Co~hr~n, Gla~Fs C. Ann E. Davis, Lillian Jacobson, Sl~ Sw~ ~ice ~. R~, ~ice M. ~ell, J~oe ~. Ter~, Iri~ W. Van N~a~ ~d ~ ~. Wa~. ~h being duly ~, de~m ~mons describ~ ~ a~ ~o ~mcu=~ ~e f~eg~lng ~.~r~r~l~, ,~ ~t she is of lull age, a citiz~ of the U~ $%a2es, and a =e~d~2 of ~e S~te ~f ~ I. Davi~ Lillian llth day O~ June, 1963. In the Ma~ter o£ ~he Incc~p~ratiun of Under ~he Pr~v2si~n~ of the STA~ OF N~W Y0~K ) Le£fer~s P. Eds~n, E~I., being duly sworn, del~oea and says that he is a2=orney for ~Be auba~i~ra to ~e ann~ cer- tificate of i~cor~ation, and t~2 no previous a~l~l~ for the a~gr~al of the certifica=e by a~ Justice of ~e Supr~e C~ur~ ~s ~er been ~de. Sworn to before me this llth ~ay of J~ne, 1953. Term [xpires Mcrch 50, 196~. CERTIFICATE OF INCORPORATION OF NORTH FORK ANIMAL WELFARE LEAGU% ~ ~C~ PURSUANT TO THE MEMBERSHIP CORPORATIONS LAW LEFFERTS PAINE ED,SON STATE OF NEW YORK RECEIVED WORKER'S COMPENSATION BOARD CERTIFICATE OF INSURANCE COVERAGE UNDER THE NYS DISABILITY BENEFITS L~ ,~ 7 2009 PART 1.To be completed by Disability Benefits Carrier or licensed Insurance Agent of that Carrier la. Legal Name and Address of Insured (Use Street address only) NORTH FORK ANIMAL WELFARE LEAGUE INC PO BOX 297 SOUTHOLD, NY 11971 2. Name and Address of the Entity requeSting Proof of Coverage (Entity being listed as the Certificate Holder) Town of Southold PO Box 1179 Southold, NY 11971 lb. Business Telephone Number of Insured S0uthoH Town Cled 516-765-1811 lo. NYS Unemployment Insurance Employer Registration Number of Insured ld. Federal Employer Identification Number of Insured or Social Security Number 3a. Name of Insurance Carrier The First Rehabilitation Life Insurance Company of America 3b. Policy Number of Entity listed in box "la": 3c. Policy effective period: 01/01/2009 to 12/31/2009 4. Policy covers: a. [] All of the employer's employees eligible under the New York Disability Benefits Law b. [] Only the folfewingclassorclassesoftheempIoyer'semployees: Under penalty of perjury, I certify that I am an authorized representative or licensed agent of the insurance carrier referenced above and that the named insured has NYS Disability Benefits insurance coverage as described above, (Signature or insuran~ ¢a~'ier's aulherized representative er ~I~S LI~ tesuran~ A~ent of that Insuram~ =arr ar) Telephene Number 516-829-8100 Title. Sr. Vice President PART 2. To be completed by NYS Worker's Compensation Board (Only if box "4b" of Part I has been checked) State of New York Worker's Compensation Board Date Signed By Telephone Number Title Please Note: Only insurance carriers licenseci to write NYS Disability Benefits insurance policies and NYS Licensed Insurance Agents of those insurance carriers are authorized to issue Form DB-120.1. Insurance brokers are NOT authorized to issue this form. 0B-120,1 (5-06) Additional Instructions for Form DB-120.1 Bi signing this form, the insurance carrier identified in Box "3" on this form is certifying that it is insuring the business referenced in Box "la" for disability benefits under the New York State Disability Benefits Law. The insurance carrier or its licensed agent will send this Certificate of Insurance to the entity listed as the certificate holder in Box '2". This certificate is valid for the earlier Of one year after this form is approved by the insurance carrier or its licensed agent, or the policy expiration date listed in Box Please Note: Upon the cancellation of the disability benefits policy indicated on this form, if the business continues to be named on a permit, license or contract issued by a certificate border, the business must provide that certificate holder with a new Certificate of NYS C)isability Benefits Coverage or other authorized proof that the business is complying with the mandatory coverage requirements of the New York State Disability Benefits Law. DISABILITY BENEFITS LAW Section 220. Subd. 8 (a) The head of state or municipal department, board, commission or office authorized or required by law to issue any permit for or in connection with any work involving the employment of employees in employment as defined in this article, and notwithstanding any general o~ special statute requiring or authorizing the issue of such permits, shall not issue such permit unless proof duly subscribed by an insurance carrier is produced in a form satisfactory to the chair, that the payment of disability benefits for all employees has been secured as provided by this article. Nothing herein, however, shall be construed as creating any liability on the part of such state or municipal department, board, commission or office to pay any disability benefits to any such employee if so employed, (b) The head of state or municipal department, board, commission, or office authorized or required by law to enter into any contract for or in connection with any work involving the employment of employees in employment as defined in this article, and notwithstanding any general or special statute requiring or authorizing any such contract, shall not enter into any such contract unless proof duly subscribed by an insurance carrier is produced in a form satisfactory to the chair, that the payment of disability benefits for all employees has been secured as provided by this article. DB-120.1 (5-06) Reverse RECEIVED New York State Insurance Fund Workers' Compensation & Disability llene~l'tts Specialists Since 1914 199 CHURCH SI~EET, NEON YORK, N.Y. 10007-1100 F E B 1 7 ?009 Phone: (888) 997-3863 CERTIFICATE OF WORKERS' COMPENSATION INSURANi;E ~ ~ NORTH FORK ANIMAL WELFARE LEAGUE INC PO BOX 297 SOUTHOLD NY 11971 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 Z 673 415-6 628764 08/23/2006 TO 06/01/2009 3/21/2008 THIS IS TO CERTIFY THAT THE POLICYHOLDER NAMED ABOVE IS INSURED WITH THE NEW YORK STATE INSURANCE FUND UNDER POLICY NO. 673415-6 UNTIL 06/01/2009, 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 CANCELLED, OR CHANGED PRIOR TO 06/01/2009 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 80 ADDRESSED SHALL BE SUFFICIENT COMPLIANCE WITH THIS PROVISION. THE NEW YORK STATE INSURANCE FUND DOES NOT ASSUME ANY LIABILITY IN THE EVENT OF FAILURE TO GIVE SUCH NOTICE. THIS CERTIFICATE DOES NOT APPLY TO BUILDING DEMOLITION. THIS CERTIFICATE IS ISSUED AS A MATTER 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. U-26.3 NEW YORK STATE INSURANCE FUND DIRECTOR,INSURANCE FUND UNDERWRITING This certificate cen be validated on our web site at https:/A,,~vw, nysif.com/cert/certval.asp or by calling (888) 875-5790 VALIDATION NUMBER: 291985507 0/CD19070-21/8 Prince Associates, ~nc. 183 Broadway Hicksv~lle, NY 11801 FAX (516)822.6564 8B/t /2888 13:32 5168226564 PRINCE ASSOO PAGE 82/82 CERTIFICATE OF LIABILITY INSURANCE I 06/04/zoo~ I.SUa;D~-Animal Welfaee Le'ague Inc PO Box 297 Southheld, NY 11971 ~YEEAGES THIS CER3:JFICATE IS ISSUED AS A MATFER OF INFORMATION ONLY AN[} CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOSS NOT AM;MID, EXTEND OR ALTER TH, E,,COVERAGE AFFORDED BY TH~ POL C ES BELOW. INSURERS AFFORDING COVERAGE rNAIC # i~uR;~.: Hartfoed Tnsu'rance Co. - ..... THE POUOE$ OF INSURANCE USTED SELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICA?ED. NOT1/V/TH~TANDiNG ANY REQUIREMENT. TI~RM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY SE ISSUED OR MAY PER?AiN. THE INSURANCE Al=FORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSION~ AND CONDITIONS OF SUCH POLICIES. A~GREGAT£ LIMITS SHOWN MAY HAVE BEEN REO?~? E? PAID CLAIMS. 125BARK5422 oz?oi/~oos o7/0i/~o9 07/01/2009 '~,ooo,ool $ , lO, 00( 2,0.00,00( * z,ooe,_op5 l,O00~O(: l,O00,O~ :ertificate Holden as Landlord of premises C269 Peconic Land, Peconic, NY~ is Additional Znsured. CERTIFICATE H Town of Southold ArCh: Town Clerk PO Sox Ii?9 Southold, NY 11971 FEB 1 7 2009 Southo!d Town CJer~ ~.CORD 25 (20oI/08) Craig Sherman ~ACORD CORPORATION 49! R~CEIVED NORTH FORK ANIMAL WELFARE LEAGUE, ]NC. FEB 17 2O09 ARTICLE I Purnoses and Policies Section 1. Purposes. The purposes of the North Fork Animal Welfare League, Inc. (the "Leasue') are: the prevention oferuelty to animals; the relief of suffering amon8 animals; the extension of humane education; the enforcement by all lawful means of the laws relating to or in any way affecting animals; to seek to return lost animals to their rightful owners; to seek suitable homes for animals without owners; and to provide humane care and shelter for all animals needing protection in the area served by the League. Section 2. Policies and Standards. It is the policy of this League to provide euthanasia only when necessarv. No animal under the conuol of the League may be euthanized except as herein specifically provided. In its care and disposition of animals, the League shall maintain the minimum standards prescribed by the Humane Society of the United States. ARTICLE H Headouarters and Branches The principal office and headquarters of the League shall be in Southold Township, Suffolk County, New York. The League may establish and maintain branches and offices elsewhere. ARTICLE HI Seal The Board of Directors (the "Board") may prescribe the design for a Corporate Seal. The Seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE IV Members Section 1. Membershio. Membership shall be open to all persons interested in the purposes of the League. Membership in the League is not transferable. The membership of the League shall be composed of two classes: Associate Members and Active Members. Unless specified otherwise, the term "member" employed herein shall mean Active Member. a. An individual becomes an Associate Member as of the date their membership dues are received by the League. Associate Members may attend meetings of the League and are entitled to receive League publications. Associate Members do not have voting rights and may not be counted in a quorum, run for office, sign nominating petitions or engage in other forms of active participation in the governance of the League. b. An individual becomes an Active Member thirty days after becoming an Associate Member. Active Members have the full privileges of membership, including the right to vote, run for office, be counted in a quorum, sign petitions, or engage in other forms of active participation in the governance of the League. c. An individual who is an Active Member may maintain Active Membership by payment of annual dues on or before June l~t of each year. ff such dues are paid later than June 1~ of each year, the renewing member will revert to Associate Member status for thirty days fi.om receipt of dues before resuming Active Member status. Section 2. Membership Year. Dues and Term of Membership. The membership year of the League runs fi.om June 1~t to the following May 31~t. Annual dues of $15.00 are required of all members. Dues received at any time during the membership year will be applied to the current membership year, unless otherwise specified, or unless the payment is fi.om an Active Member whose dues for the current year have already been paid, in which case the dues will be applied to the following membership year. For example, a new member whose dues are received by the League on October 1~ will become an Associate Member as of that day and become an Active Member on October 31'. The membership will run until the end of the membership year on the following May 31' and, in order to maintain Active Member status, renewal dues must be received by the League no later than June 1~. Section 3. Termination of Membership. The Board may, after an appropriate hearing, expel an individual fi.om membership in the League if it determines that such individual is acting or has acted in a manner that is detrimental to the League's best interests and purposes. After having voted to expel a member, the Board shall report its decision at the next meeting of members. Unless the members reverse the decision by an affirmative vote of three-fourths (3/4) of the members present, in person or by proxy, the decision of the Board shall be final, and the individual will cease being a member as of the date the decisiOn becomes final. Section 4. Meetings. a. Annual Meeting. The annual meeting of the League for the purpose of electing Directors and for the transaction of any other business authorized to be transacted by the members shall be held in July, at such time and place as shall be specified by the Board. b. Special Meetings. Special meetings of the members may be called at any time by the Board. Special meetings may also be called by the number of members entitled to cast ten percent (10%) of the total number of votes at such meetifig, by filing with the Secretary a request for the meeting, in writing, stating the purpose or purposes of the proposed meeting. Special meetings for which written request is made shall be held not less than thirty (30) days nor more than sixty (60) days after the filing of the request, at atime and place as determined by the President, or his or her designee. Section 5. Notice of Meetings. Written notice of all meetings, stating the place, date and hour of each meeting shall be given to each Active Member by mailing the notice by first class mail, postage prepaid, or by personal delivery, not less than ten (10) 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 county and State where the principal office of the League is located. Such publication must occur once a week for three O) successive weeks preceding the meeting. Notice need not be given to any member who submits a written waiver of notice signed by him before or after the time stated therein. Notice of special meetings shall indicate the purpose for which they are called and the person or persons calling the meeting. Only Active Members shall be entitled to vote at meetings. Section 6. Quorum, Ad_ioumments of Meetings. At all meetings of the members, a quorum shall consist of one-tenth of the total number Active Members present in person or, in the case of the annual meeting, by proxy, for the transaction of any business. In the absence ora quorum, a majority of the members present may adjourn the meeting despite the absence ora quorum. Notice of the new meeting is not required if the time and place for the new meeting are announced at the meeting at which the adjournment is taken, and at the new meeting any business may be transacted which might have been transacted at the meeting as originally called. Section 7. Conduct of Meetings. The President of the League or, in his or her absence, the Vice-President, shall preside at all meetings of the members. The Secretary of the League shall act as Secretary at all meetings of the members, but if the Secretary is not present, the President shall appoint a Secretary of the meeting. Section 8. Voting. At any meeting of the members, each Active Member shall be entitled to one vote, in person or by proxy. Associate Members shall not be entitled to vote. Section 9. Action by the Members. Except as otherwise specified in these bylaws or by statme, whenever directors are to be elected by the members, they shall be elected by a plurality of the votes cast at a meeting by members entitled to vote in the election. Whenever any corporate action other than the election of directors is to be taken by vote of the members, except as otherwise specified in these bylaws or by statute, it shall be authorized by a majority of the votes east at a meeting of the members entitled to vote therein. Any action, other than the election of directors, may be taken without a meeting on written consent, setting forth the action to be taken, signed by all of the Active Members. Section 10. Spedal Actions Requiring Vote of Members. The following corporate actions may not be taken without the approval of the ~ctive Members: a. A majority of the votes cast at a meeting of the members entitled to vote thereon is required for (1) any amendment of or change to the certificate of incorporation; or (2) a petition for judicial dissolution; b. Two-thirds of the votes cast at a meeting of the members entitled to vote thereon is required for: (1) disposing of all, or substantially all, of the assets of the Corporation; (2) approval ora plan of merger; (3) authorization ora plan of non-judicial dissolution; or (4) revocation of a voluntary dissolution proceeding. ARTICLE V Board Of Directors Section 1. Powers and Number. The Board of Directors shall have general power to control and manage the affairs and property of the League in accordance with the purposes and limitations set forth in the Certificate of Incorporation. The number of Directors 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 Directors consist of less than three (3) nor more than twelve (12) Directors. Each Director shall be at least eighteen (18) years of age. Section 21 Eligibility. Only Active Members oftbe League, who have been nominated in accordance with Article VII, Section 3 of these Bylaws, are eligible for election to the Board. No person employed by or receiving remuneration for se~ices from a humane society and no person who derives his or her livelihood, or any significant income from the purchase, sale, use, care or commercial exploitation of animals may be a Director. Section 3. Election and Term of Office. The members of the Board shall be elected at annual meetings by the Active Members of the League by a plurality of the votes cast and shall serve for te~ms of three (3) years. At the time these bylaws are adopted, the terms of the Directors then in office will have staggered terms of one (1), two (2) and three (3) years, as determined by lot at the Board's organizational meeting for 2002-2003, held in February 2003. Thereat~er, one-third (1/3) (or the closest number thereto) oftbe Board shall be elected annually. Section 4. Vacancies and Newly Created Directorshins. In case any Director shall by death, resignation, incapacity to act or otherwise cease to be a director during his or her term, his or her successor shall be chosen within sixty (60) days by the Board to serve until the next annual meeting of the members. At such meeting, the Active Members shall elect a director to fill the unexpired term, unless the remaining term of the director whose vacancy is to be filled expires at such meeting, in which event a director shall be elected for the full term by the Active Members. Newly created directorships may be filled by vote ora majority of the Directors then in office, regardless of their number, and the directors so elected shall serve until the next annual meeting of the members. At such meeting, the Active Members shall elect a director to fill a term of one (1), two (2) or three(3) years, whichever term best perpetuates the staggering of Board terms, so that one-third (1/3) of the Board is elected annually. Section 5. R~moval. Any Director may be removed at any time for cause by a majority of the Board then in office at any special meeting of the Board called for that purpose, provided at least one week's notice oftbe proposed action shall have been given to the entire Board of Directors then in office. Section 6. Meetings. a. Annual Organizational Meeting. An annual Organizational meeting of the Board shall be held not more than thirty (30) days after each annual meeting of the League. b. Re_smlar Meetim~s. Regular meetings of the Board shall be held at such times and places as shall be fixed by the Board, provided that the Board shall meet at least quarterly for the transaction of business. c. Special Meetings. Special meetings of the Board may be called by the President, or by the Secretary when requested to do so in writing by any three O) Directors. Section 7. Notice of Meetings; Waiver of Notice. Notice of the time and place of each regular meeting and each special meeting that is called by the President, shall be mailed to each Director, postage prepaid, addressed to him or her at his or her residence or usual place of business (or at such other address as he or she may have designated in a written request made to the Secretary) or shall be communicated to each Director via facsimile transmission or E-mail at his or her residence or usual place of business, at least seven (7) days before the day on which the meeting is to be held; provided, however, that notice of special meetings to discuss matters requiring prompt action may be given personally, by telephOne, by facsimile transmission or by E-mail, no less than forty-eight (48) hours, unless the meeting must be held within forty-eight (48) hours. Notice of the time and place of each special meeting called by the Secretary at the written request of three (3) Directors shall be mailed to each Director, postage prepaid, addressed to him or her at his or her residence or usual place of business (or at such other address as he or she may have designated in a written request made to the Secretary) or shall be communicated to each Director via facsimile transmission or E-mall at his or her residence or usual place of business, at least thirty 30) days before the day on which the meeting is to be held. Notice ora meeting need not be given to any Director who submits a signed waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her. Section 8. Quorum and Voting. A majority oftbe members of the Board of Directors shall constitute a quorum. Except as may otherwise be prescribed by statute or these bylaws, the vote ora majority of the Directors present at the time of the vote, ifa quorum is present at such time, shall be the act of the Board. fiat any meeting of the Board there shall be less than a quorum present, the Directors present may adjourn the meeting until a quorum is obtained. No proxy voting is permitted for meetings of the Board. Any action required or permitted to be taken by the Board, or any committee thereof, may be taken without a meeting if all the members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. Section 9. Attendance. If any member of the Board shall be absent fi.om three (3) consecutive regular meetings, without being excused fi.om attendance by the Board, he or she shall be deemed to have resigned f~om office and the vacancy so caused shall be filled as herein provided for the filling of vacancies on the Board. Section 10. Comoensation. Directors and members of committees shall be classed as volunteers and shall not receive any salaries of fees for their services as such, but may be reimbursed for reasonable expenses incurred in fulfilling their duties. Section 11. Transactions between Board Members and the Lea~e. In any instance where the League proposes to enter into a contract or other transaction with one or more of the directors or with a corporation, firm, association or other entity in which one or more of the directors have a substantial financial interest or are officers or directors (an "intereSted party transaction"), the board member or members interested in the transaction shall: a) disclose his or her interest to the board, prior to any vote on the transaction; b) other than as compliance with a) above requires, absent himself fi'om discussions, deliberations, or votes concerning the transaction; c) not be counted in determining the existence ora quorum. In considering any transaction described in this paragraph, the League shall satisfy itself that the transaction is fair and reasonable to the League in the manner it deems appropriate. Section 12. Board Procedures for Consideration of Interested Party Transactions. In considering any transaction described in this section or Section 1 I, the League shall satisfy itself that the transaction is fair and reasonable to the League and does not constitute an "excess benefit" to the board member interested in the l~ansaction. Whenever feasible, the Board shall approve an interested party transaction only aider obtaining appropriate data as to the cost of comparable goods or services. In the case of compensation arrangements, appropriate comparative data includes, but is not limited to, compensation levels paid by similarly situated organization, both taxable and tax-exempt, for functionally comparable positions and/or compensation surveys compiled by independent firms. In any instance where the League approves an interested party transaction, the minutes of the meeting where such transaction is approved shall note a) the terms of the transaction; b) the date it was approved and those who voted on it; c) the comparability data obtained and relied upon and how such data was obtained; d) the basis for the League's decision to approve the transaction. Section 13. Conflict of Interest Disclosure. At each annual meeting of the League, each Director of the League shall complete a Conflict of Interest Disclosure statement, the form of which shall be determined by the Board of Directors. The statement shall disclose all interested party transactions involving each board member entered into or continued during the preceding year, as well as interested party transactions correntiy before the Board for its consideration. ARTICLE VI Officers. Emnlovees and A~,ents Section 1. Number and Qualifications. The officers of the League shall be a President, Vice-President, Recording Secretary, Corresponding Secretary and Treasurer and such other officers as the business of the League may require, as determined by the Board. All officers shall hold office at the pleasure of the Board. Section 2. Election and Term of Office. The officers of the League shall be elected by the Board at the annual organizational meeting of the Board, or as soon thereafter as is practicable. Each officer, whether elected at the organizational meeting, or to fill a vacancy or otherwise, shall hold office for a one year term, or until a successor shall have been elected and shall qualify, or until the resignation, removal or death of such officer. Section 3. Other Agents and Employees. The Board may from time to time appoint such agents and employees as it deems necessary, each of whom shall serve at the pleasure of the Board and shall have such authority, perform such duties and receive such reasonable compensation, if any, as a majority of the Board may from time to time determine. To the full extent allowed by law, the Board may delegate to any officer, agent or employee, any powers possessed by the Board, and may prescribe their respective title, terms of office, authorities and duties. Section 4. Removal. Any officer, agent or employee may be removed with or without cause by a vote of a majority of the Board. Section 5. Vacancies. In case a vacancy shall occur in any office of the League, a successor may he elected by the Board to fill the unexpired portion of the term. Section 6. President. The President shall preside over all meetings of the members and of the Board. The President shall have general supervision over the affairs of the League and shall keep the board fully informed about the League's activities. He or she shall have the power to sign and execute in the name of the League all contracts authorized either generally or specifically by the Board, unless the Board shall specifically require an additional signature. The President shall perform such other duties as may be from time to time assigned by the Board. At the annual meeting of the members of the League, the President shall present a comprehensive report of the activities of the League in the preceding year. Section 7. Vice-President. The Vice-President shall perform the duties of the President when the President is incapacitated, unavailable, or for any reason cannot serve. The Vice- President shall have such additional powers and duties as may be assigned to him or her by the Board. Section 8. Recording, Secretary. The Recording Secretary shall take and preserve minutes of all meetings of the members of the League and the Board, shall notify members and directors (as applicable) of annual, regular and special meetings, and perform such other duties as may be assigned by the Board. The Recording Secretary shall have custody of all files, records and other documents and oversee their safe-keeping. The Recording Secretary shall cause the minutes of all membership and Board meetings, to be published in a form which shall be available, upon request, to all members for use only in connection with League business. Section 9. Corresponding Secretary. The Corresponding Secretary shall receive and report all correspondence to the Board or the Executive Committee, if any, and .shall answer all correspondence unless otherwise directed by the Board. and the Secretary shall, at least forty (40) days before the annual meeting, notify the members of the nominations through the official publication of the League or by direct mail addressed to the members at the last known post office address of each member of record at the time the notice is sent. Any twenty-five (25) Active Members may also nominate one (1) or more candidates for election to the Board of Directors by filing a written petition with the Secretary by April 1't of each year and the Secretary shall give notice of those nominations in the same manner as is prescribed for nominations by the Nominating Committee. Books and Records There shall be kept at the office of the League, or the League's accountant, correct books of account of the activities and transactions of the League, including a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these by-laws, and all minutes of meetings of the members and the Board. ARTICLE IX Contracts. Checks, Bank Accounts and Investments Section 1. Checks. Notes and Contracts. The Board of Directors is authorized to select the banks or depositories it deems proper for the funds of the Corporation. The President and the Treasurer shall be authorized in the League's behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts and documents, and both of their signatures are required to execute such documents. Section 2. Investments. The funds of the League may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, including stocks, bonds or other securities, as the Board of Directors may deem desirable. ARTICLE X Fiscal Year The fiscal year o£the League shall commence on January 1a of each year. ARTICLE XI Indemnification Section 1. Officers and Directors. The League shall indemnify each of its Directors and each of its Officers (both current and former) and the testator or intestate of each in the discharge NORTH FORK ANIMAL WELFARE LEAGUE. INC. ANIMAL SHELT~ R VENDOR ID: PAYEE: SUPR CHECK NO.: 11053 SOUTHOLD TOWN SUPERVISOR MEMO: INVOICE INVOICE INVOICE DATE AMOUNT DATE: 1:1.053 02/13/09 AMOUNT OF PAYMENT D N SO~HOL Y 11971 OF AUTHO~iZEO SiGNATU RE ~ %%~' c% ~1"01, I, 053,," ~:O;~l,l, OS~,&[,,: r~l, 001,?~% hll' R~CEJVED FEB 17 2009 Receipt to the North Fork Animal Welfare League, Inc. for Current Contract Documents Per request of Town Clerk Elizabeth Neville on .July 7th, 2010 In response to the request of Town Clerk Elizabeth Neville on July Th, 2010 the following documents were received on July 8*~, 2010 from Gabby Gtantzman, North Fork Animal Welfare League Kennel Print name Manager, _ Signature 1. New York State Insurance Fund Certificate of Workers' Compensation Insurance dated 7.8.2010 for coverage 8.23.2006 through 6.1.2012. (one page) 2. Acord Prince Associates, Ine Certificate of Liability Insurance dated 7.8-2010 issued bY Hartford Insurance Co. for coverage 7.1.2010 through 7.l.2011. (one page) Received by Town Clerk's Office on NYSIF Fax Servsr 7/8/2010 8:56:06 AM PAGE 1/001 Fax Server New York State Insurance Fund Workers' Compensation & Disability Benefit~ Specializts $iIwe 1914 199 CHURCH SSEET, NEW YORK, N.Y. 10007-1100 CERTIFICATE OF WORKERS' COMPENSATION INSURANCE ^^^^^^ 1180245g0 NORTH FORK ANIMAL WELFN~E LEAGUE lNG PO BOX 297 SOUTHOLD NY 11971 POLICYHOLDER NORTH FORK ANIMAL WELFARE LEAGUE INC PO BOX 297 SOUTHOI-D NY 11971 CERTIFICATE HOLDER TOWN OF SOUTHOU3 TOWN CLERK PO BOX 1179 SOUTHOLD NY 11971 pOLICYNUMBER CERTIFtCATENUMBER I PERIODCOVEREDBYTHIS CERTIFICATE DATE Z 873415-6 628784 08/'23/2006 TO 06/01/2012 7/8/2010 THIS IS TO CERTIFY THAT THE POLICYHOLDER NAMED ABOVE IS INSURED WITH THE NEW YORK STATE INSURANCE FUND UNDER POLICY NO. 673415-6 UNTIL 06/01/2(312, COVERING THE ENTIRE OBLIGATION OF THIS POLICYHOLDER FOR WORKERS' COMPENSATION UNDER THE NEW YORK WORKERS' COMPENSATION LAW WITH RESPECT TO ALL OPERATIONS IN THESTATE 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 CANCELLED, OR CHANGED PRIOR TO 06101/2012 IN SUCH MANNER AS TO AFFECT THIS CERTIFICATE, 10 DAYS WRITI~N NOTICE OF SUCH CANCELLATION WiLL BE GivEN TO THE CERTIFICATE HOLDER ABOVE. NOTICEBY REGULAR MAIL SO ADDRESSED SHALL BE SUFFICIENT COMPLIANCE WITH THIS PROVISION. THE NEW YORK STATE INSURANCE FUND DOES NOT ASSUME ANY LIABILITY IN THE EVENT OF FAILURE TO GIVE SUCH NOTICE. THIS CERTIFICATE iS ISSUED AS A MAUl'ER OF INFORMATION ONLYANDCONFERS NO RIGHTS NOR INSURANCE COVERAGE UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THECOVERASE AFFORDED BY THE POLICY. NEW YORK STATE INSURANCE FUND DIRECTOR,INSURANCE FUND UNDERWRITING This cer~ficate cen be validat~l on our wsb sits at https://v~w.nysi f. com/cert/cerWal, asp or by ceiling (888) 875-5790 VALIDATION NUMBER: 291985507 07/0.?/~010 'ACORD,,, ~]~uc~ (516)822-6550 FA): ($15)822-6564 Prince Associates, Inc, Broadway Htcksvi]le, NY 11801 23:16 5168226564 P~INCE ~SSOC PAGE 01/01 CERI'IF CATE OF LIABILITY INSURANCE 07/o8/20i0 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AMEND. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES 13ELOW. ~Nsu.t: Northfork Animal Welfar~ League ~nc PO Box 297 Southhold, NY 11971 COVERAGES INSURERS AFFORDING COVERAGE NAIC # 1 HE POLICIES OF INSURANCE LISTEO BEL~ )VI HAVE BEEN I$~U ED TO THE INSURED NAMED ABOVE FOR THE POLrCY PERIOD iNDICATED NOTVVITNSTANDING ANY REQUIREMENT, TERi~ OR CONDITION OF ANy CONTRACT OR OTHER 0OCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAy BE $SUED OR 'AY PERTA N, THE INSURANC~ AFFORDE[ EY THE POLICIES DESCRIBED HEREIN 18 SUBJECT TO ALk THE TERMS EXCLUSIONS AN~ CONDIT~ON,~ OF SUCH POL~CIE~ AGGREGATE LIMITS SHO~N MA ~ I-AV~ BEEN RE~LJCED BY PAID C~JMS CLAMSMADE X OCCUR ' X ~ETENTION ~ 10 , 000 125BARK$422' 07/01/2010 07/01/2011 MEB gXP ,:^ny on~ p~onl j ~ PERSONAL A ADVtNJURy S GENERAL AGGREGATE ! ~ ~ ~ 000 ~ 000 PRODUCTS- COMP/O~ AGG ~ $ ~ ~ 000,000 1,000,000 1,000,000 ertiFicate Holder as Landlord of premises (269 Pecon~c Land, Pecomtc, NY) is Additional Insured. ;ERTIFICATE HOLDER Town of Southhold Att: Town Clerk P.O, Box 1179 Southold, NY 11971 CORD 2E (2009101) CAI~CELLATION Lt nda 6odn~ ck/LTNO~ I he A(~ORD ~a~e and logo are registered mark~ of ACORD