MINUTES

Special Meeting of the BuffaloCAN Board of Directors

Wednesday, January 11, 2006

In attendance: Alex Murphy, Carol Tutzauer, Kathy Billiteri, Rosanne Higgins, Pam Rose, Polla Milligan, Clara Miller, Henry Sontag, Frank Tutzauer, Lucy Frasca, Donna Martin

1. Call to order: 7:30pm

2. Minutes of December 7, 2005, critiqued, changed indicated, voted on unanimously.

3. Reports:
— Meals on Wheels
— Microchip clinics
— Animal Alliance of Western New York: Cat low-cost spay/neuter program

4. Unfinished Business:

― Angus Fund: Motion by Carol Tutzauer to create The Angus Fund, a fund set aside specifically for special-needs pets (those with extra-ordinary behavioral or medical needs, senior pets, or the pets of seniors who may be on limited incomes and whose pets have special needs). Passed unanimously.

― General Liability and Adult Medical Insurance: Motion by Clara Miller to authorize payment for General Liability and Adult Medical Insurance through Kennel-Pak, at a cost of approximately $1100 for Liability and $300 for Adult Medical. Passed unanimously.

5. New Business:

― Foster/adoption activities: Motion by Rosanne Higgins to eliminate BuffaloCAN rescue (foster/adoption) activities. Motion failed. In favor: Higgins, Murphy, Sontag. Against: Miller, Rose, Milligan, Tutzauer (President to break tie)

― Directors’ and Officers’ Insurance: Resolution by Alex Murphy to obtain D&O insurance. Resolution passed. In favor: Higgins, Murphy, Sontag, Milligan, Rose. Opposed: Miller. (President did not vote).
“Be it resolved that Buffalo CAN will secure Director’s and Officer’s insurance for it’s Board of Directors, to cover the board and certain employees in the instance where there is a need to defend the board, or any member of the board, in the event of loss for any failure to implement appropriate policies, controls and procedures to prevent theft, forgery, and illegal use of equipment including computers. The policy is to cover wrongful employment or termination which may not be in the general liability package, in order to prepare for the eventuality that the organization will be in the position to employ paid personnel.”

6. Adjournment: 10:00pm