MEMORANDUM
TO:
FROM:
RE:
DATE:
Sarah Henry, Communications & Legislative Affairs Officer, City of Alameda John L. Lipp, FAAS CEO
Budget Adjustment for FAAS Fee for Service Contract - Updated May 8, 2024
Thank you for the opportunity to submit this mid-year budget request to address the projected deficit of S185,544 for FY 23/24 budget.
Exhibit B-1
As we shared previously, the contract is not keeping pace with the true costs for core, state-mandated Animal Care services. This is the result of several factors including:
* General Inflation and the need for additional animal care staffing * The increase ofincoming animals - a 16% increase over the previous year and an increase of 37% over the same time period just two years ago (Table A) * The need for equitable and competitive compensation; COLA are currently at 5% although budgeted wages for key, state-mandated positions are not competitive or equitable compared to other Bay Area shelters.
@ An aging and out-of-date facility, and the condition of the animals coming into the shelter; both behaviorally and medically.
Table B shows this Fiscal Year's budget with a 14.4% deficit (!>185,544) against costs for core, state-mandated services. Although we are able to manage some costs, the biggest drivers are for core staffing levels/wages and shelter expenses for medical care.
Table C shows actual reimbursements to date. Through March 2024, we have billed actual costs (with no overhead as is typical in other government contracts) of S965,433 or 87.5% YTD of the available funds.
FAAS continues tO privately fundraise and significantly leverage publiC support tO sustain innovative programs that help keep people and their PETS Stab together (and Out Of the shelter) and We provide exceptional care and positive outcomes for our community's lost, homeless and abandoned animals. The prevention-based programs actually save the city money by keeping animals out of the shelter system.
The opening of our privately-funded Animal Medical Services & Training Campus and the hiring of a FT Shelter Veterinarian will help to off-set rising costs of care by bringing these critically needed services in- house. https://www.alamedaanimalshelter.orz/about/fams/ We look forward to discussing ways to close this year's projected deficit for state-mandated services, sustainably budget for the future, as well as plan for critically needed infrastructure projects at the main shelter. Thank you for your support as we work together to maximize our private-public partnership and continue the life-saving work that makes Alameda a model of human and animal support services.
DocuSign Envelope ID: 72D905B7-4722-4DCD-A87B-861E18CF504B Table A - Intake
July 2023 - March 2024 Total Animals = 733 Average Live Release Rate = 96.55%
TOT ALS
'ff!f' Dogs
'4 Cats
4! Other
Live Release Rate
Live Intake
733
297
425
96.55%
Adoptions
564
Transfers
28 Returned to
Owner Euthanasia
107 25
173
372
13 87
12 20
19 3
Died
17 July 2022 - March 2023 Total Animals = 632 Average Live Release Rate = 96.47 Lme :Rrdake
1632
Adoption:
532
Traintsfers 'EutThianaiAa
TOTALS
'fff oogs
4 Cats
252 137
355
41 0ther 45
Live Release Ra.te 96.47%
DocuSign Envelope ID: 72D905B7-4722-4DCD-A87B-861E18CF504B July 2021- March 2022 Total Animals = 462 Average Live Release Rate = 96.09 76 10 101 10 o
192
22 8
26 28
4 9
o
6 o
DocuSign Envelope ID: 72D905B7-4722-4DCD-A87B-861E18CF504B Table B - FAAS Annual Budget for State Mandated Services - FY 23/34 Expense FY 23/24
City Contract
True Costs for
State Mandated
Services
FY 23/24
City Contract
Current Cap
Includes Notes
Payroll - 61000 S877,234 S750,870 City funded positions per True Costs budget: S877,234 Operations Director, FT
Veterinary Assistant, FT
Adoptions and Foster Services Manager, FT
Volunteer Engagement Manager, FT
Animal Care Manager, FT
Senior Animal Care Team Lead, FT
Animal Care Team Members, FT and PT (175 hrs/wk)
Customer Service Associate(s), 2 FT
Finance Manager is charged 25% of salary to contract ED/CEO is charged 50% of salary to contract
FAAS funded positions per total budget: S697,117
Community Services Manager
Community Services Coordinator/PT
Outreach Manager
Customer Care Assoc. - South Shore
Communications Manager
Fund Development Manager
Thrifty Kitty - Manager
Thrifty Kitty - Asst Manager
Thrifty Kitty - Sr Customer Service Assoc.
Thrifty Kitty - Customer Service Assoc.(2)
The biggest variable in managing an open-intake animal shelter is the number of animals coming in and the staffing levels required to care for those animals.
As a nonprofit, FAAS is able to be flexible in our staffing models, but we have a core responsibility to maintain public safety, meet community standards for outcomes, and provide hands-on care 7 days/week, 365 days/year.
This year's budget showed a salary deficit of S126,364 and, based on actuals through March 2024, it will be closer to S181,627.
FAAS fundraises and pay for additional positions including 50% of the CEO/Executive Director, the South Shore
Adoptions/Outreach staff, the Healthy Pets/Healthy People staff that work closely with social services providers and address city priorities, as well as administrative and marketing/development positions.
In addition, FAAS pays for the contracted Medical Director position. This will become a FT position in FY 24/25 at a projected base salary of 5150k.
DocuSign Envelope ID: 72D905B7-4722-4DCD-A87B-861E18CF504B iExpense ' FY 23/24
City Contract
True Costs for
State Mandated
Services
' FY 23/24
City Contract
Current Cap
' Includes ' Notes
Shelter Expenses
- 62000
!>27 4,000 S234,530 Incudes: Contract Services, Spay/Neuter, Vet Services and Labs, Medications, Feed and Litter, Kennel Supplies, Microchips, Shelter Repairs
This year's budget showed a city deficit of S39,470. Based on actuals through March 2024, we anticipate the actual deficit will be closer to S32,674.
Occupancy -
63000
571,000 S60,750 Includes: utilities, Janitorial, Telephone/Internet This year's budget showed a city deficit of SI0,250. Based on actuats through March 2004, we anticipate coming in at the contracted cap amount.
Insurance -
64000
S17,750 S15,180 Includes: Liability and Property Insurance This year's budget showed a city deficit of 52,570. Based on actuals through March 2004, we anticipate coming in at the contracted cap amount.
Professional
Services - 65000
S45,750 5,g,iso Includes: 50% of Accounting/Audit and 75% of HR services and Payroll
This year's budget showed a city deficit of 56,600. Based on actuals through March 2023, we anticipate coming in at the contracted cap amount.
Operating/Admin
- 66100
S2,000 5i7io Includes: Uniforms Based on actuals through March 2024, we anticipate coming in at the contracted cap amount.
TOT AL EXPENSES Sl,287,734 51il02il90
DocuSign Envelope ID: 72D905B7-4722-4DCD-A87B-861E18CF504B Table C - City Contract YTD
. i4ffi -x arai *i r';
N8ffiF1"J'A-i-*i 8611 € iAaii j 'i I * a 1 r j @ I ' I @ T- j 4 € * jl T I ffl F @ -i Ij N l- 'l J 1'& lo4 S J 1 gai L * Salaries 75,661.50 68,044.39 71,133.92 78,448.70 80,660.92 85,905.81 84,106.44 76,760.12 78,651.30 699,373.10 5 750,870.00 5i- 877,234.00 Shelter Expenses 39,362.74 25,642.75 21,691.67 14,751.14 22,251.31 11,957.19 23,597.85 26,004.50 15,144.67 200,403.82 S 234,530.00 5 274,000.00 Occupancy 2,987.18 3,916.58 2,806.49 3,844.45 4,338.31 5,409.77 5,521.38 7,313.13 5,599.36 41,736.65 S 60,750,00 5 pi,ooo.oo Insurance 5,667.75 5,667.75 S 15,180.00 S 17,750.00
Professional Services 1,982.47 1,761.29 1,910.48 2,127.57 2,096.59 2,246.47 2,150.49 1,966.55 2,010.00 18,251.91 5 39,150.00 S 45,750.00 Operating/Admin 5 1,710.00 S 2,000.00
TOTAL 119,993.89 99,365.01 97,542.56 99,171.86 109,347.13 105,519.24 115,376.16 112,044.30 107,073,08 965,433.23 5 i,ioz,igo.oo S 1,287,734.00 a s a
Invoice Date 8/12/2023 9/14/2023 10/27/2023 11/13/2023 12/14/2023 1/14/2024 2/20/2024 3/12/2024 4/11/2024 I Paid Date 8/31/2023 10/1/2023 11/10/2023 12/1/2023 1/5/2024 2/9/2024 3/15/2024 4/5/2024 I DocuSign Envelope ID: 72D905B7-4722-4DCD-A87B-861E18CF504B 1 BYLAWS OF
FRIENDS OF THE ALAMEDA ANIMAL SHELTER
AMENDED AND RESTATED AS OF AUGUST 17, 2022
A California Nonprofit Public Benefit Corporation
ARTICLE I: NAME
The name of this corporation shall be Friends of the Alameda Animal Shelter.
The business of the corporation shall be conducted as Friends of the Alameda Animal Shelter or as FAAS.
ARTICLE II: LOCATION
The principal executive office and the principal office for the transaction of the business of FAAS may be established at any place or places within or without the State of California by resolution of the Board of Directors.
The Board of Directors may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to transact business.
ARTICLE III: GENERAL AND SPECIFIC PURPOSES
The general purpose for which FAAS is organized is to engage in any lawful act or activity for which a corporation may be organized under the Nonprofit Public Benefit Corporation Law of California, provided, however, nothing in this Article III shall be construed to authorize this Corporation to carry on any activity for the profit of its officers, Directors or other persons or to distribute any gains, profits or dividends to any of its officers, Directors or other persons as such. Furthermore, nothing in this Article shall be construed as allowing the Corporation to engage in any activity forbidden under Section 501(c)(3) of the Internal Revenue Code.
The specific purpose of FAAS shall include without limitation, to shelter and care for abandoned companion animals, find them new homes, and to prevent animal cruelty through education and community programs.
ARTICLE IV: NONPARTISAN ACTIVITIES
This Corporation has been formed under the California Nonprofit Public Benefit Corporation Law for the public purposes described above, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the Corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the Corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to the people for a vote.
2 The Corporation shall not, except in any insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described above in this section.
ARTICLE V: DIRECTORS
5.1 Powers and Duties. Subject to the provisions of the California Nonprofit Corporation Law, the business and affairs of FAAS shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors. The Board may delegate the management of the activities of the Corporation to any person or persons, or committee however composed, provided that the activities and affairs of the Corporation be managed and all corporate powers shall be exercised under the ultimate direction of the Board.
5.2 Qualification. Any individual who lives or works in the City of Alameda may serve as a director. Consideration may be given by the Board for nominations for qualified candidates not residing or working in Alameda.
5.3 Number. The Board of Directors shall consist of not less than 5 positions nor more than 15 positions, the exact number of Directors to be fixed by resolution of the Board.
5.4 Terms. The term of office for each director shall be two (2) years, commencing on the 1st day of July of the year they are first elected. A new director elected to fill a vacancy on the board shall serve for the remainder of the term of the new director’s predecessor. A director may not serve more than four (4) full consecutive terms. An individual having served four (4) full consecutive terms as a director may not be elected or appointed to the board until one (1) year has elapsed since last having served as a director.
5.5 Restriction on “Interested Persons.” Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be determined by resolution of the Board of Directors to be just and reasonable. Directors may be compensated for rendering services to the Corporation in a capacity other than a Director, provided such compensation is reasonable and further provided that not more than forty-nine percent (49%) of the persons serving as Directors may be “interested persons,” as defined in Section 5277 of the California Nonprofit Public Benefit Corporation Law or any successor provision. “Interested Persons” means:
[a] Any person currently being compensated by FAAS for services rendered to it within the previous twelve (12) months, whether as a full or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as Director; or
3 (b) Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.
5.6 Meetings. Regular meetings of the Board of Directors may be held at any place within the State of California that has been designated from time to time by resolution of the Board. In the absence of such designation, regular meetings shall be held at the principal executive office of the Corporation.
Special meetings of the Board of Directors for any purpose may be called at any time by the President. Special meetings shall be held at any place within the State of California that has been designated in the notice of the meeting or, if not stated in the notice, or if there is no notice, at the principal executive office of the Corporation. Notwithstanding the above provisions of this Section, a regular or special meeting of the Board of Directors may be held at any place consented to in writing by all the members of the Board of Directors, either before or after the meeting. If consents are given, they shall be filed with the minutes of the meeting.
Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at such meeting.
5.7 Annual Meeting. The annual meeting of the corporation and the board of directors shall be held in the final month of the corporation’s fiscal year.
5.8 Waiver of Notice. Notice of a meeting need not be given to any director who signs the minutes of the meeting or signs a waiver of notice of the meeting. A director who attends a meeting and does not protest the lack of notice, waives any required notice to the director of the meeting.
5.9 Number of Meetings. The Board of Directors shall meet a minimum of 6 regular meetings per year and may set a specified time and place for its regular meetings.
Once the Board of Directors sets the time for regular meetings, each Director shall receive notice, of the time and place that regular meetings shall be held. Subsequent to such notice, regular meetings shall be held without call. If the Board of Directors changes the time and place of regular meetings, each Director shall receive notice of the change.
5.10 Quorum. A majority of the directors shall constitute a quorum for the transaction of any business except adjournment. Whether or not a quorum is present, a majority of directors present may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of the adjournment shalt be given to any directors who were not present at the adjournment. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken 4 is approved by at least a majority of the required quorum for that meeting.
5.11 Voting. Act of the Board. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board, subject to the more stringent requirements related to such things as approval of contracts or transactions between corporations with common directorships. A director who is present is deemed to have assented to such action unless the director’s dissent or abstention from the action taken is entered in the minutes.
5.12 Action Without Meeting. Any action that a board of directors is permitted to take may be taken by email. If all directors consent to take action without a meeting, the affirmative vote of the number of directors that would be necessary to take action at a meeting is the same number to take action without a meeting. All such consents shall be confirmed with the minutes of the proceedings of the board at the meeting following the vote taken.
5.13 Removal. Directors may be removed without cause by a simple majority of Directors then in office.
5.14 Resignations. Except as provide in this paragraph, any Director may resign, which resignation shall be effective on giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the resignation to become effective. No Director may resign if the Corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Attorney General.
5.15 Vacancies. Vacancies on the board may be filled by approval of the board.
5.16 Rights of Inspection. Every director shall have the absolute right at any reasonable time to inspect the books, records and documents of the corporation for a purpose reasonably related to that person’s interest as a director.
5.17 Compensation. Directors will not receive compensation for their service on the board.
ARTICLE VI: COMMITTEES
Committees of Directors.
The Board of Directors may, by resolution adopted by a majority of the Directors then in office, create one or more committees, including an executive committee, each consisting of two or more Directors, to serve at the discretion of the Board.
Any committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board, except that no committee, regardless of Board resolution, may:
5 (a) Fill vacancies on the Board of Directors or in any committee which has the authority of the Board;
(b) Fix compensation of the Directors for serving on the Board or on any committee;
(c) Amend or repeal Bylaws or adopt new Bylaws;
(d) Amend or repeal any resolution of the Board of Directors which by its express terms is not so amendable or repealable;
(e) Appoint any other committees of the Board of Directors or the members of these committees;
(f) Approve any transaction (1) between the Corporation and one or more of its Directors or (2) between the Corporation or any entity in which one or more of its Directors have a material financial interest; or
(g) Expend corporate funds to support a nominee for Director after more persons have been nominated than can be elected.
The Board of Directors may, at any time, revoke or modify any or all of the authority so delegated to a committee, increase or decrease but not below two (2) the number of its members, and fill vacancies therein from the members of the Board.
ARTICLE VII: OFFICERS
7.1 Number. The officers of this corporation shall be the chief executive officer, the Chair of the Board , the vice president, the secretary and the treasurer. Any number of offices may be held by the same person, except that neither the Secretary nor the Treasurer may serve concurrently as the President.
7.2 Election of Officers. The Officers shall be elected at the annual meeting. . The officers of the Corporation shall be chosen by the Board of Directors, and each shall serve for a one-year term, at the discretion of the Board. Officers may serve up to three consecutive terms.
7.3 Removal of Officers. Any officer may be removed, with or without cause, by the Board of Directors with a majority vote, at any regular or special meeting of the Board, or at the annual meeting of the Corporation.
7.4 Resignation of Officers. Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to 6 make it effective. Any resignation is without prejudice to the rights, if any of the Corporation under any contract to which the officer is a party.
7.5 Officer Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office.
7.6 Powers and Duties of the Officers:
a. Chief Executive Officer. Subject to such supervisory powers as the board may give to the chair of the board, if any, the chief executive officer shall be the general manager of the corporation. The chief executive officer shall see that all orders and resolutions of the board are carried out. The chief executive officer shall have such other powers and duties as the board or the Bylaws may require. The Chief Executive Officer may also be known as the Executive Director.
b. Chair of the Board. The Chair of the Board shall preside at all board meeting and the annual meeting. The Chair of the Board shall exercise and perform such other powers and duties as the board may assign from time to time.
c. Vice President. The vice president shall act on behalf of the Chair of the Board in the event of the Chair's illness or absence including presiding at meetings.
d. Secretary. The secretary shall attend all board and annual meetings and keep minutes of the meetings in a book to be kept for that purpose. The secretary shall keep that book, along with the articles of incorporation and Bylaws, at the principal office of the corporation or at such other place as the board may direct. The minutes shall include the time and place of the meeting; whether the meeting was annual, general, or special; the notice given; a record of all votes and actions; and who was present. The secretary shall give or cause to be given notice of all meetings of the board. The secretary shall have such other powers and duties as the board or the Bylaws may require.
e. Treasurer. The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and accurate books and accounts of the corporation's properties and transactions. The treasurer shall give to the directors such financial statements and reports as are required by law, by these Bylaws or by the board. The books of account shall be open to inspection by any director at all reasonable times.
The treasurer shall (i) deposit or cause to be deposited all money and other valuables in the name and to the credit of the corporation with such 7 depositories as the board may designate; (ii) disburse the corporation's funds as the board may order; (iii) render to the president and the board, when requested, an account of all transactions and of the financial condition of the corporation; and (iv) have such other powers and perform such other duties as the board or Bylaws may require.
ARTICLE VIII: MEMBERSHIP
This Corporation shall have no members.
ARTICLE IX: INDEMNIFICATION
The corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, or employee of the corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.
The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.
No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.
This Article constitutes a contract between the corporation and the indemnified officers, directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.
ARTICLE X: CORPORATE ACTIONS
8 10.1 Contracts. The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or the chief executive officer of FAAS to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
10.2 Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a majority of the Board of Directors.
10.3 Checks, Drafts. All checks and other negotiable instruments of the corporation shall be signed by the Chief Executive Officer or approved Board officers and shall be authorized, through the approval of the annual budget, by the board of directors.
Any check for an amount exceeding $5000 shall be signed by the Chief Executive Officer and one officer.
10.4 Deposits. All funds of the corporation not otherwise employed shall be promptly deposited to the credit of the corporation in a bank or other depository as the board of directors may authorize.
ARTICLE XI: FISCAL YEAR
The fiscal year of the corporation shall begin on July 1st and end on June 30th.
ARTICLE XII: REQUIRED REPORTS
The board of directors shall create an annual report within 180 days of the end of the fiscal year. The report shall contain financial statements, accomplishments and goals for the coming years.
ARTICLE XIII: CONFLICT OF INTEREST AND COMPENSATION APPROVAL
POLICIES
For purposes of this provision, the term "interest" shall include personal interest, interest as director, officer, member, stockholder, shareholder, partner, manager, trustee or beneficiary of any concern and having an immediate family member who holds such an interest in any concern. The term "concern" shall mean any corporation, association, trust, partnership, limited liability entity, firm, person or other entity other than the organization.
No director or officer of the organization shall be disqualified from holding any office in the organization by reason of any interest in any concern. A director or officer of the organization shall not be disqualified from dealing, either as vendor, purchaser or otherwise, or contracting or entering into any other transaction with the organization 9 or with any entity of which the organization is an affiliate. No transaction of the organization shall be voidable by reason of the fact that any director or officer of the organization has an interest in the concern with which such transaction is entered into, provided:
a) The interest of such officer or director is fully disclosed to the Board of directors.
b) Such transaction is duly approved by the board of directors not so interested or connected as being in the best interests of the organization.
c) Payments to the interested officer or director are reasonable and do not exceed fair market value.
d) No interested officer or director may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting at which such transaction may be authorized.
e) The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.
13.1 Compensation Approval Policies. When approving compensation for employees, contractors, and any other compensation contract or arrangement, the board shall also comply with the following additional requirements and procedures:
a. The terms of compensation shall be approved by the board prior to the first payment of compensation.
b. all members of the board who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement.
c. The board shall obtain and rely upon data on compensation paid by three comparable organizations in the same or similar communities for similar services.
d. The terms of compensation and the basis for approving them shall be recorded in the minutes of the meeting of the board that approved the compensation.
ARTICLE XIV: NOTICE
Unless otherwise provided for in these Bylaws any notice required shall be in writing except that oral notice if effective if it is reasonable under the circumstances and not prohibited by the Charter or Bylaws.
10 ARTICLE XV: CONSTRUCTION AND DEFINITIONS
Unless the contest otherwise requires, the general provisions, rules of construction and definitions contained in the General Provisions of the California Nonprofit Corporation Law and in the California Nonprofit Public Benefit Corporation Law shall govern the construction of these Bylaws.
ARTICLE XVI: DISSOLUTION
Upon the dissolution or winding up of FAAS, its assets remaining after payment, or provision for payment, of all debts and liabilities of FAAS shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable, scientific or educational purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code.
ARTICLE XVII: AMENDMENT BY DIRECTORS
The Board of Directors will review these Bylaws annually at their annual meeting.
The Board of Directors may adopt, amend or repeal Bylaws. Such power is subject to the following limitations:
(a) The Board of Directors may not amend Bylaw provisions fixing the authorized number of Directors or establishing procedures for the nomination or appointment of Directors other than by unanimous vote of all Directors.
(b) This Section may be amended only by the unanimous vote of all Directors.
CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting Secretary of the Friends of the Alameda Animal Shelter, that these Bylaws consisting of ten (10) pages are the Amended and Restated Bylaws of this corporation as adopted by the Board of Directors on August 17, 2022; and that these Bylaws have not been amended or modified since that date.
IN WITNESS WHEREOF, I have set my hand this 17th day of August, 2022.
________________________________________
Janet Davis, Secretary
08/30/2023
Fidelity Insurance Service
a member of United Valley
801 Allston Way
Berkeley CA 94710
Aliyyah Harvey
(510) 548-8200 (510) 548-6145
[email protected]
Friends of Alameda Animal Shelter
1590 Fortmann Way
Alameda CA 94501
Arch Insurance Company
Greenwich Insurance Company
CL2383020503
A Y MKPK09589402 08/20/2023 08/20/2024
1,000,000
1,000,000
10,000
1,000,000
2,000,000
2,000,000
A MKPK09589402 08/20/2023 08/20/2024
1,000,000
Medical payments 5,000
A MKUM09779402 08/20/2023 08/20/2024
2,000,000
2,000,000
B
Commercial Property
2765878 01/01/2023 01/01/2024 Building $ 1,692,000
Deductible $ 1,000
City of Alameda, its council, boards, commisions, officials, employees, and volunteers are additional insured on a primary and non-contributory basis regards to the operations of the insured when required by written contract. A 10-day written notice will be provided in the event of change or reduction in coverage.
City of Alameda
2263 Santa Clara Ave
Alameda CA 94501
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A :
NAIC #
NAME:
CONTACT
(A/C, No):
FAX
E-MAIL
ADDRESS:
PRODUCER
(A/C, No, Ext):
PHONE
INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $
$
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)
COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOSAUTOS ONLY
NON-OWNED
SCHEDULEDOWNED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-
STATUTE
PER
LIMITS(MM/DD/YYYY)
POLICY EXP
(MM/DD/YYYY)
POLICY EFF
POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR
CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE
DAMAGE TO RENTED
$PREMISES (Ea occurrence)
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY PRO-
JECT LOC
CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED
AUTOS ONLY