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558 views24 pagesCivil Lawsuit Against Liberty Humane Society, Et Al
Plaintiff, New Jersey AIImal Advocates, is a not-for-profit corporation whose purpose is to provide humane and caring services to animals. Defendant, Liberty HUIDBDC Society is a New Jersey IMU1t corporation whose pu!p)5e is tc provide an aniloal care facility wm.:a fosters eDIIlBSion and supplies a caring environmeut fc;f animals in
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0% found this document useful (0 votes)
558 views24 pagesCivil Lawsuit Against Liberty Humane Society, Et Al
Plaintiff, New Jersey AIImal Advocates, is a not-for-profit corporation whose purpose is to provide humane and caring services to animals. Defendant, Liberty HUIDBDC Society is a New Jersey IMU1t corporation whose pu!p)5e is tc provide an aniloal care facility wm.:a fosters eDIIlBSion and supplies a caring environmeut fc;f animals in
Uploaded by
The Jersey City IndependentCopyright
© Attribution Non-Commercial (BY-NC)
We take content rights seriously. If you suspect this is your content, claim it here.
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Download as PDF, TXT or read online on Scribd
/ 24
THE Larsen GNSTTY LAW FIRM RECEIVED #18
170 Changebridge Ril. Unit D5-5
County Office Condorrtiniums. NOV 23 2010
Montuilla, NJ 07045, Cour or,
Tel. ee oanan ak (973) 835-7675 Nd
73 ox “coo He
SUPERIOR COURT OF NEW JERSEY
CHANCERY DIVISION - HUDSON
1. Plaintiff, New .' Nel eecuen ie Gian pug steer,
provide humax: and caring services to animals, principally dogs and cats.
2 Plaintit, New fereey Animal Rescue, 8 & not-for-profit corportion whote porpse ito provide
Iumane and casing services to animals, principelly dogs and
3. Plaintiffs, Dorma Lemer, Lisa Coons and Brad Levy are individuals who have in the past served es
‘volunteers at the Liberty Humane Society in Jersey City and who wish to continue to provide care
and various se:vices to animals at the Liberty Humane Society Shelter in the future.
4. Defendant, Literty Humane Society, is a New Jersey nonprofit corporatian whose purpose is to
‘provide an anitaal cére facility which fosters compassion and supplies a lifelong caring
cenvirooment fir animals in need..
5. Defeodants, Diane Jeffrey, Althea Bemieim, Leurs Moss, Bonnie Suozzo, Michelle Pecotts,
‘Shauin Wang. John Hamussak and Alfred Martino ere the current members of the Liberty Humane
Society Board of Directors.
6. Defendant, Nivole Dawson, was the interim Executive Director of the Liberty Humane Society
Shelter. 7. Irene Rorngracter is the current business manager of the Shelter.
8. Aurora Piacemtizo was the former Shelter manager.
9. Linda Smigelsk' is a Jersey City resident and taxpayer who lass been a volunteer at the Shelter.
10. William Martinez is a Jersey City resident and taxpeyer who has been a volunteer at the Shelter.
11. John and Jane It0e 1-10 are the individuals responsible for improperly removing the Liberty
Humane Society Uncensored and the New Jersey Animal Advocates pages from Facebook.
12, The pizintiffé have instituted this Jawsuit on behalf of all the members of the Liberty Humane
Society, the volunteers who have served at the Liberty Humane Society and on bebalf of taxpayers
and the community which is supposed to be served !sy the Liberty Humane Society.
13, Over the course of the last three months, plaintiffs and several hundred concemed citizens have
‘boon extremely upset about the manner in which Liberty has been inanaged and have been
especially conc smed about its policies relating to the destruction of animals.
14, Inmid-Joly, the eatire previous Board of Directors of Liberty suddenly resigned and wes
imumediately replaced with an interim Board consisting of defendants Jeffrey, Moss & Suozzo;
‘shortly thereaficr, defendants Perrotta, Haussak, Berbeim, Wang and Martino, were added to the
Board, aso in: manner which violated tbe LHS By-Laws.
15. This Board of ])irectors was put in plecc in a manner which violated the Liberty By-Laws which
require forma! ‘somination and spproval, (See Article V of Bylaws attached as Exhibit A)
16, Shortly after they took office, the current Board immedintely changed Liberty's policy of very
Timited use of cnimal destraction and started putting large numbers of dogs and cats to death.
17, This policy of 'erminating the lives of healthy and edoptable dogs and cats is cruel, unnecessary
and is also in violation of the “purpose” clause in Liberty's Bylaws (See Article I, Exhibit A) and
represents an unnecessary and inhumane departare from Liberty's past policies.
18. In August, 2010, the current Bosril fired Liberty"s Executive Director, Joana Hopkirson.
19, Ms, Hopkinson had continued to implement a euthinasia policy at Liberty in conformance with its
‘mmission and stoadard humane considerations as we!l us the stated preference of Liberty's chief
financial benefactors, John Neu and the Neu Family Foundation.
20. In place of Ms, Hopkinson, the current Board installed defendant, Nicole Dawson, as the new
executive director,
121, While she was the Director of the Camclen County New Jersey Animal Shelter, Ms. Dawson had
been the objec: of'a great deal of criticism and community concern because of her policy of killing
healthy, adoptnble animals,
22. In of about 20016, Ms. Dawson had been named a defendant in a criminal animal cruelty complaint
filed by the Jersey City Health Department, eventually dismissed for lack of prosecution. 23, After ber appoistment us executive director, Ms. Dawson quickly and aggressively implemented
the current Board's policy of killing healthy and adoptable dogs and cats.
24, As result of the inhumane animal termination policy instituted by the current Board and
implemented by Nicole Dawson, between since late August, 2010, approximately 41 dogs and an.
‘unknown numter of dogs and cats have been unnecessarily put to death by Libesty.
25. In fact, without any authority to do so, defendant, Dawson killed or approved the killing of some
26 dogs and an unknown number of cats while stil] » volunteer at LHS before she was named as
Executive Direstor.
26, In this connection, on February 17, 2010, defendant, Diana Jefircy has admitted in an email to
intentionally faisifying the LHS numbers on animal killings and further edraitted to concealing
‘this fact from the Board and, therefore, from Jemey City and Hoboken as well. (See copy af email
antachod as Exbibit B).
27. In addition to vanecessurily killing many animals, defendants, or those acting on their behalf, have
employed inhwnane methods of euthanasia such as “heart-sticking”.
28. The current spete of killings has continved notwithstanding a firestorm of criticism and
controversy which has been widely covered in the local press.
29. A group of about 2300 concerned citizens have been vocal critics of the current Liberty Board, its
policies and its executive director and many have participated in public demonstrations and
protests.
30. Approximately 2300 of these concemed citizens have posted numerous comments on the Liberty
Humane Society Uncensored Facebook pages expressing strong disapproval of the Board and Ms.
Dawson; 2300 individuals have signed onto the page to follow what is happening at LHS.
31. Upon information and belief, the LHS Board, or someone acting on behalf of the Board, has
illegally communicated directly with Facebook and had Facebook take down the LHS uncensored ©
age.
32. This was done without permission by or at the direction of the LHS Board in an insproper attempt
to stifle and impede criticism of the curreat Board, its policies and its actions.
33. A second Facelook page was started by the same concemed citizens who had started LHS
uncensored, this one in the name of New Jersey Animal Advocates; this page was also improperly
removed by or at the direction of the LHS Board.
34. Further, there in a relnted lawsuit instituted by the omrent LHS Board and several Board members,
bearing Docket No.: L-4874-10, which is obviously a SLAP Suit and intended to inhibit the
‘exercise of public criticism by the opponents of the current LHS Board.
3S. The SLAPP Suit and the improper actions taken by or on behalf of the Board are all designed to
discowmage and intimidate the Board's critics who are potential witnesses in these lawauits and
interfere with their First Amendment rights.
36, The current LHS Board has therefore severely tarnished the reputation of LHS and damaged its
ability to perform its public service functions. 37. Instead of serving the community and promoting a emonious and cooperative relationship with
its voluntecrs ard benefactors, the Board bas alienated them and embroiled itself in litigation
‘which will be financially costly and which diverts the Sheiter from performing the public service
which is its puxpiose.
38. In addition to the current Board assuming their positions in violation of Liberty’s Bylaws, non-
‘board member, fanice Kruk, was serving as Treasurer which also violates the Bylaws. (See Exhibit
A, Article V.)
99. For the last two months, LHS has beld several Boar meetings in violation of the New Jersey Open
Public Meeting: Act.
40. As an entity with contracts with Jersey City and Hoboken, a recipient of large sums of public funds
‘and which perfinms a public service, LHS is mbject to the Open Public Meetings Act but bas
‘beer in blatant violation of this act by not providing the required notice of their
mectings and also closing them to the public.
41. Over the cours of the last two months, the Board and Dawson have engaged in a series of
‘unwarranted and indiscriminate firings of valuable ‘Shelter employees, namely Jane Vega, Kennel
‘Manager, Jilian. Walters, Shelter Manager, Neil Lanza, Animal Control Officer, Sarah Lo Piccolo,
Cattery Staff and Jade Cabrini, Cattery Staif.
42. These terminations were motivated by a desire by the defendants to silence criticism and eliminate
all people involved with the Shelter who bave expressed negative opinions ebout the Board's
policies and pecformance.
43, Replacement employees bave been hired without announcing, publishing or advertising, 23 is
nomnally required; the replacement employees who have been hired were chosen solely on the
‘basis of allegiance to the Board.
44, In addition, the Board recently terminated the Shelter’s veterinarian, Dr. Joe Bloom.
45. This terminaticn is egpecially problematic because Dr. Bloom operated the Sheltzr’s Wellness
Clink anda Nesteving Program with Paemie Coury whic provides a vital source of much-
income.
46. Furthermore, Dr. Blooms salary had been paid in edvance by The Neu Family Foundation and
specifically carmarked for the purposes of paying Dr. Bloom's salary; LHS has the funds but the
Shelter has no Veterinarian and the very substantial. amount of money allotted for this purpose hes
‘been misappropriated by the Board.
47, Liberty Humane Society bas recently bamed several key volunteers including an important foster
parent, Laura J.enoci, and former Board member and PR Chair, Carol McNichol.
48. Again, the sole reasom for these vital volunteers being banned is because they were critical of the
49, Clearly the severance of these key relationships is not in the best interest of the animals in the care
of Liberty Huraane Society and arises solely out of the adversarial relationship which has
developed between the current Board and Liberty Humane Society staff and volunteers.
4 ‘50. On September :!4, 2010, the New Jersey Department of Health conducted an inspection of the LHS.
Shelter at 235 Jersey City Boulevand, Jersey City (See copy of Inspection Report attached as
Exhibit ©).
51. Page 1 of the report cited 19 separate violations noting numerous deficieacies in the condition of
both the shelter’s indoor and outdoor facilities, the smimal enclosures, sanitation practices, disease
control, euthansia procedures and record-keeping.
52. Some of the specific items of non-compliance cited in the Continustion Sheet, pages 1-4 are:
‘+ The arangement of the dogs may lead to serious injury or desth of the dogs. Large dogs
‘housed in the upper level cages were picked up by a rope around their necks and pulled
into «he cages.
‘* Bags of feed were not stored properly s0 as to protect against infestation or vermin.
The gancral condition of the Shelter was dangerously unsanitary. Medical waste hed not
been disposed of; the bathroom was filthy; the building was not kept clean or in good
repair; spots of blood were splattered across the euthanasia room wall; moisture and
‘water accumulation cansed general health concerns.
‘+ The sximal enclosures were not maintained to protect animals from injury end exposed to
snimels in them to a multiplicity of dangers, including puncture wounds, exposure to
unhee|thy interior surfaces, the potential for collapse of the stacked crates as well as
inaderquate size.
© Recard-keeping is in violation of administrative requirements, with medical records
being routinely destroyed,
‘© Centifications far staff members administering euthanasia were not available for
inspection,
53. In addition to the State-cited violations, recent key employees have noted many other problems.
‘54, Because of grows mismmagement, there were a numiber of serious bealth risks to the animal
Population us vell as the staff.
55. These avoidabl: health risks included the unnecessary exposure to serious conditions known a5
(Coccidia and Giardia.
‘56. There was receatly a major outbreak of a condition celled parleukopenia in the feline intake room;
as result of the shelter not following proper veterinarian advice, new cases of the condition broke
out and severel healthy cats became sick and died.
57. Medications ars often used improperly snd wastefully exposing the animals to unnecessary risks
and needlessly costing the Shelter much needed finuncial resources,
58. Medical record-keeping is abysmal; animals were repeatedly presented to be spayed or neutered
witbout intake sdoems or records of any kind; euthanasia records are in total disurray; some animals
are euthanized with no intake or identification paperwork; personal pets awaiting owner recovery 59, Plaintifis, Lem, Coons, as well as other individua's with a strong background in managing and
volunteering at artimal shelters, such as the former «ecutive director, Joanna Hopkinson, are
willing to serve as Board members and manage Liberty in seeordance with its Bylaws.
60, The new goveming body would immediately implement a policy mandating more humene
treatment of the animals at the Shelter.
61, Without a change in Board membership and a replacement of the executive director, many more
dogs and cats 27° likely to be needlesaly killed.
62, In addition to the misappropriation of fund cited in Paragraph 40 above, the current LHS Board has
misspent the Stelter’s funds; for example, over the course of the last two months, Liberty Humane
Society has male severance payments to several terminated employces in spite of the fact that the
previous Board and the current Board hes ftequently stated that Liberty Humane Society is broke
and might go bunkrupt,
63. Itis of tantamount importance to consider that public funds are invelved in this case in that Liberty
‘has a contract with the city of Jersey City under the terms of which Liberty is paid in excess of
$300,000. per your,
64, Liberty also has: a Contract with the City of Hobokea under the terms of which Liberty is paid
$96,000 per yes.
65. Furthermore, ic 2004-2005, the City of Jersey City aid Liberty the sum of $250,000. representing
approximately one-third of the cost of the installation of 74 dog runs and additional cat space,
which improvements were never completed.
66. In recent years, the LHS financials show an unexplained increase in traditionally low expenditures
for legal and accounting.
67, Because of the merous financial iregularities recited above as well as the umerous financially
Si Tena, boas rare coages Rec eee cee nn eee ee
with i, LHS has been severely damaged; to further damage, the day-to-day operations of
LHS should be monitored and overseen by a Receiver appointed by the Court and the books and
records should Se preserved and a Non-Sipoliation Court Order should be issued.
68. Upon information and belief, LHS has sold of will soon sell the HSPCA property on Johnston
Avenue in Jersey City.
69. All proceeds of this sale should be held in trast by a thin party sttomey or banking institution until
‘the Court maken a determination as to how the proceeds of sale should be held or spent rather than
Jeave the procecds in the hands of the Board,
70. Until a receiver is appointed and takes control of all. of the LHS funds, the LHS accounts should
bbe frozen, exceyt for absolutely nevessary salary anc! operating expenditures.
71. In addition to the above, the current Board members and Dawson have acted in concert in an on-
‘going illegal encerprise designed to further their improper objectives.
‘72. Defeadama misyppropriated both public funds and privately donated funds which they have
misused and repeatedly failed to account for. 73. Defendants hav: systematically falsified the number of snimals killed at the Shelter and committed
‘mail fraud by sending the false mumbers to Jersey City, Hoboken and ths public.
74, Defendants have sought to systematically silence and intimidate critics and potential witnesses
who have attempted to do nothing more than bring to light the illegal activities of the current
Board,
75, They have atterapted to achieve these improper objectives by filing an illegal SLAPP Suit, by the
illegal removal of the Liberty Humane Society Uncensored Facebook page which had
spproximately “:300 members and the subsequent removal of the New Jersey Animal Advocates
Facebook page which had spproximately 1100 members.
76. Obviously, the :ictions of the Board over the course of the last few months have exposed a virtually
bankrupt nen-y'ofit to very sizable legal expenses as well as potentially enormous monetary
damages being sought by the defendants in the companion case and the plaintiffs in this litigation.
77. By their actions, the current Board has exposed LHS to ridicule in the community, distracted the
organization and many of its key members and volunteers from the work which they should be
focused on and jeopardized its relationship with public entities which provide much of its funding,
78. The cument Bo:rd’s recent actions have also severely damaged LHS” relationship with its principal
‘benefactors on whom it beavily relies to balance its budget.
79. Without immeciate judicial intervention, the unnecessary and inuanane destruction of companion
animals at the Shelter will continue,
80. Without immeciate judicial intervention, public funds and fimds donated by Liberty Humane
Society benefactors will be misused or puisappropriated,
81. Without immeciate judicial intervention, the community Liberty Hurnane Society is intended 10
serve will be without a legally and properly managed public animal shelter.
82. The following constitute the ‘predicate acts” under both the New Jersey and Foderal Rico Starutes
and the Hobbs Act to establish a pattem of racketeering which constitutes the ‘enterprise™,
83. A pattern of racketeering activity, possessing both continnity and relationship, began shortly after
the current Board members took office and defendast, Dawson, became executive director.
84, This pattern oF racketeering activity has the same and common purpose, one of deliberate,
calculsted, calculated and malicious fraud, misappropriation of funds, extortion and coercion.
85. Specifically, defendants heve committed fraud and have conspired together to commit fraud by
intentionally and maliciously falsifying the number of animals killed,
86. In addition, defondants have committed fraud and have conspired to commit fraud by their
‘improper refustl to provide an audit or an accounting of funds received from the City of Jersey
City, the City of Hobokea and from donors and benefactors. 87. Furthermore, difendants have misappropriated funds, and have conspired to misappropsiate funds,
by illegally utilizing tens of thousands of dollars of charitable contributions, donated by the New
Family Founda‘ion for the expressly dedicated purpose of paying for the services of a veterinarian,
for purposes otter than that required by the LHS benefactor.
88. Likewise, defendants have misused and misappropriated public funds, paid by the City of Jersey
City, expreely restricted for capital improvements, for purposes other than those required by the
public entity.
89. Defendants have also committed extortion and coerciam, and comprised to commit extortion and
‘coereism, by embarking cn a series of actions intemied to induce fear and intimidation aimed at
former LHS en ployees, farmer LHS votunteers and critics of the current LHS Board by means of
firing employees who criticize them, banning volunteers who disagree with them, the institution of
& SLAPP Lawsuit intendod to intimidate critics, all of which actions are simed at silencing:
potential witne:ses adverse to their positions and policies.
90, Defendants have committed, and conspired to commit mail fraud and wire fraud by using the U.S.
‘mail, telephone and email to carry out the illegal enterprises specified and detailed above.
91. Sometime in th: last few weeks, defendant, John Hunussak, filed a criminal complaint against
plaintiff, Brad levy, for allegedly making terroristic threats.
92. The criminal ccruplaint is utterly without merit, totally groundless.
93. The criminal cc‘mplaint was brought for an illegal parpose and represents an attempt to misuse the
legal system fo: the improper purpose of stifling criticism, and intimidation and coercion.
‘94, Thus, this crio‘nal complaint represents a Malicious Use of Process perpetrated upon piaintiff,
Levy, by defendant, Hanussak,
COUNT ONE
INJUNCTIVE RELIEF
A. The currest Boand should be removed immediately and be replaced with concemed and.
icnsed individuals who will better and more humanely treat the animals st the Shelter
‘and who will carry out the purpose for which Liberty was organized.
B. The currast treasurer should be promptly replaced and a receiver should be appointed to
handle and manage Liberty's funds, most af which are paid by public entities or are
charitable donations.
C. The current executive director should be promptly replaced and director dedicated to acting
in complinnoe with Libeny's Bylaws and in accordance with calightened animal treatment
policies.
D. The killing of animals for reasons other than due to untreatsble or terminal illness or disease
should be immediately enjoined.
=. A bumanc euthanasia policy should be immediately put in place. F, The curreat Board’s attempts to stifle criticism and silence employees, and volunteers and
‘concemeri citizens should also be enjoined.
G. The Board and its agents should be enjoined from removing, of attempting to remove, fiom
Facebook any of the Facebook pages set up to openly discuss LHS, its activities and policies,
COUNT TWO
HL Defendants have violated, and comprised to violate, 18 USC 1961-16Fa (RICO) and NJ
2er41-1 2: Seq. (NJ RICO) as well as 18 USC 1951 (Hobbs Act) as set forth in paragraphs
78-86 abeve.
Wheovfore, plaintiffs demand compensatory and punitive damages as well os an award of
counsel fees and costs.
OUNT THREE 7
L perpen pita ut ppg ont ad
plaintiffs demand compensatory and punitive damages, as well as attomeys fecs and costs,
for and o1: behalf of LIS, the Cty of erny City, the City of Hoboken, LHS"
LHS’ Volunteers, LHS" donors and benefactors and the community which is supposed to be
sorved by defendants.
COUNT £OUR
J. Plaintiff, ‘Sead Levy, demands compensatory and punitive damages, a8 well as attorneys fees
and costs 1s to defendant, John Haaussak, for Hanusssk’s Malicious Use of Process, io
inapropecty and maliciously instituting and filing a criminal complaint against plaintiff, Levy,
‘8s set fort’ in parmgraphs 91-94.
‘K. Plaintiff, 3rad Levy, demands compensatory ond punitive damages, as well as aticeneys fers
impegy ad mic ning wl fling ncaa Compe aaa ane, Levy
‘ag set forta in paragraphs 91
COUNT SIX
1L. Plaintiff, '3rad Levy, demands end punitive damages, as well as attomeys fees
and costs, as to defendant, forth nttonal ndicton of erotonaldatsss fo
SOUNT SEVEN
M. Plaintiffs, Donna Lemer and Lisa Coons demand ‘end punitive damages as to
Gite on improper Lat? Seager as ah oes COUNT ZIGBT
‘N. Plaintiffs, Lemer and Coons demand compensatory and punitive damages as to defendants,
Jeffey, Sawoon sod Hauneak for to ineanleaal inflaton of enon store ay ble an
itproper LAPP Suit agains ter and fey and maliciously alleging hat plaints made
defamatory statements about
November 23, 2010 ey
be
is B_ Crotiy, Esq, CERTIFICATION PURSUANT TO R. 4:5-1.
Plaintiffs, by their attorney, hereby certify that there are no other lawsuits pending.
involving all chese same parties and issues nor is eny action anticipated at this time.
November 23,2010 GEL,
'P. Crotty, Esq. BY-LAWS OF THE LIBERTY HUMANE SOCIETY
ARTICLE I: Farpose aud Palicy
1, The purpose of the Liberty Hismnacre Society (“Society”) is to promote the compersionste
‘restmen: of companion animals by overseeing tho cousttitinn and operstion of « humane
‘animal shelter in Hsdsoa County. We firtber exdeavor to alloviate the pain, feer and suffering of
companirn saimals whataver the cause.
2. The policy of the Society i to actively seek funding to flamnce the shelter and its services and
Programs. A broad range of programas, sdasinistered by a professional mad volunteer stafZ,
Alleviate ‘he immediate affects of injury aud mairvaiiec of animals, nnd work to prevent
‘edditiona! crusitia in the future. The xin abcher peovides direct and ionnediate care to
smimals. Adoption and foster care progretis thetvide wow hotties for companion animals,
‘Educational sctivities provide oppornaitics ts erstré that companion animals will contin: to
Tecelve spropriate care and treetzeat in the fscre,
ARTICLE IL Hesdemartes
‘The principal hea Squarters for the Society will be in Jersey City, NU.” Other branches end offices may be
establisked at the direction of the Board.
ARTICLE Hit: Members
1, ‘The Society shall bave two categories of members: Exeoutive Members and Members.
(@) Executive Members sbail consist of (Lithiee neriétir ‘wo are serving aa members of the
Boaré CE thoes have pavionaly served as Chairman af the
Bou sid Who ats not serving ac mendes ee Board. Only Execotive Members eball
‘have Hill voting rights, Executive Members shall make sich axonal coctribuiions or pay
‘such ‘ana does, in amounts of not hee tip $25.00, ar life dues as may be established from
‘time $7 dme by the Board, and in vo dotog ihitt also be Mienabeas.
() Mean xs shall consist of anc or anes catesorias suites fe, patron, supporting, junior
sandler such other categoties or dosigsetions at may’ be established from tcne to time by the
‘Board. Mewobs shalt make rock ansusl cantina or pay such acemal or life dase as
‘ay bz catablished ftom time to time by the Boul.
ARTICLE IV-Eeard of Direstors
1. The Sociay shall be mumaged by its Hoard of Directors.
2. The Board of Directors silt be comsposad af mut lew shan five nor more than eighteen members,
‘The Disectom shail have the power tn inctesise or deercese their own cunaber within the limite
above specified by rtaatation adopted by a majority of the entire Board.
3. For the pur pove of stkggering their temas af office, the Directors shall be divided into three
lasses as nearly equal in number as may be possihitr iad the term of office of the several classes
shall expin in succcesive years.
‘4. Directors shall be elected for three-year terms, or for such ahorter terms a8 ara designated by the
Board in oder to maintain the dar equality of clans size, Directors shall hold office until the
‘expiration of the term for whith elected and until the election nd qualification of a seccessor.
‘No decresse in the mumber of Directors shail shorten the term of any incumbent Director. No
‘Person shail be elected to a fall tema more than two times in succession, or shall serve more than ‘by Pacnme Sietyby bw
‘term, Ary Director nominated to serve as an officer may, notwithstanding the foregoing
‘Provisions, be elected to a full term. Nothing hecein shall prevent the elertion of a Director who
‘has previously served provided one year has intervened.
‘5 Vacancies on the Board resulting fioen an increase in the mumber of or resulting from death,
‘esignetica, removal or incepacity may be filled apoa nomination by the Nominating Commitice
and by vce of a majority of the Directors then in office. Any Director so elected shall bold
office until the next Annual Meeting of Executive Members and until the election of a successor.
6. Any Dire:tor absent from three consecutive Boar meeting may unless excused by the Board, be
removed 1y vote of a simple majerity of those present, a quorum being preseet, and such removal
shall be placed on the Agenda of the fourth consecutive meeting,
7. Any Dirextor may be removed for other cause by the vote of « majority of the entire Board.
8. Directors shall serve aa such without compeasation.
9. ‘The Boar4 may fram time to time designate fron: omong former Directors and other persons
interestee in the Society's activities one or tnore Honorary or Emeritus Directors, who may be
invited to attend meetings of the Board and who shall be available to the Society for enarattation
and advice, Formes Chairs are invited to attend all meetings of the Board and may participate in
‘Board deliberations; but, like Hocorery and Emeritus Directors, shall not have voting rights or
‘other privileges, duties, obligations or responsibilities of duly elected Directors,
ARTICLE V-Nominating Committee
1, Nominatim for members of the Bosal of Directors shall be made by a Nominating committee to
‘be compo ed of five or more members chosen by the Board of Directors. The Board of Directors
by resolntion may inerease or, having increased, Jecrease the suzaber of members of tbe
‘Noutinatig Committee bot no decrease in the number of mamhers shall shorten the term of any
‘inoumben' member or reduce the number below five, The Nominating Conumittee sball be
the Nomixating Committee must be raembers of the Society.
2. By no later than the regularty scheduled mesting ofthe Board of Directors in the month price to
the Anncal Meeting of Members, the Nominating Committee shall report to the Board.of
Directors she nominations for eandidates to fil any vacancies on the Board of Directors which it
{intends 10 submit to the Annual Meeting of Execctive Members. The numbers of candidates £0
ominaict may exceed the nurnber of vacancies. Each member of the Nominating Conmmities
‘aay vote lty proxy on candidates for nominations to the Boart of Director. 1a te event of a
deadlock ia the Nominating Committee with tespert to the aclection of a candidate for
‘ominatio; to the Board of Directors, this deadlock shall be decided by a majority vote of the
Board of Directors. The Nominating Committee shell also report, by 20 Iter tham the same
meeting of the Board, the nominations which it inteods to submit to the next Annual Mecting, of
the Hoard for al officers and for members of tbe Nominating Comumitter to succeed any mesiber
of the Nom inating Committee whose term expires af the next Anncal Meeting of the Board.
3. Any memter of the Society shall have the right to suggest for consideration by the Nominating
Committe other members to serve on the Nominating Committee or candidates for nomination.
(o the Board of Directors and all members are encouraged to do so. The names and biographical
{nformatios of any proposed nominees must be provide! in writing te the Nominating Comimatoe
2 ‘Liscty HimaaneSiciny byes
2no later 2tan January 31 of each year so thet the Nomsinating Committee may have sufficient
Srportunity to review and consider the caadidates' qualifications for the next Azumial Mesting
‘ad all suzh proposed nominees ahall be considered by the Nominating Committee.
‘4% Vacanois1 oceurring on the Nominating Committee may be filled fix the onexpired balance of
the term ty the Board of Directors sa soon as practical aftcr the vacancy oveimy, Vacancien
(veurring by reasoa of expansion of the size of the Nominating Committee shall, to the extent
‘Practical, be illed for terma of less than three yexrs #0 23 0 maintain the equality of class size.
ARTICLE VI: Executive Committee and Other Commitions and Boards
1. The Boast of Directors by resohution adopted by a masjority of the entire Board may designste
from ammo ng its members an Executive Cominittee consisting of three ar more Directors. The
Executive Committce shall have the authority of the Board, excopt thet it shall not have muthority
Jaws; (6) ‘he adoption ofthe ennmal operating badgct far the Society (6) the amendment or repeal
of any resolution of the Board which by its tecms shall not be so amnendable or repeatable, (}
submitting to members any action requiring menabers’ approval; and (f) ay other vastters
‘robibite:| to Executive Comenitiees by law. The Board may designate one or more Directors a2
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