The Humane Society of Richmond County (HSRC) was incorporated on May 1st of 1980, by Dorothy B. Craven, George H. Maddy and Brenda Rankin. Under their leadership, The HSRC not only survived its first decade, but established itself as an animal-protection organization that addressed cruelties which lay beyond the capacity of local government.
Today, the HSRC is a shadow of her former self. Over the years, HSRC has gone through several board members who have dedicated their hearts and lives saving animals. It wasn’t until the last standing members of the Humane Society decided to abandon their contractual obligations did HSRC begin entering her last days. Within the last few months, the Humane Society board members began handing in their resignation out of frustration with several members of board.
I was upset when I heard the Animal Shelter was being turned over to the County. Amy Kuhnen dedicated over 80 hours a week for several months to help the Humane Society recover from the hardship they were facing. Her husband and son barely saw her and when they did, she was on the phone talking to animal rescues through the late evening. For her, it was never about the paycheck, the first two months she volunteered without pay as the manager of the shelter while still managing to find new homes through various rescues. She drove in her own car to other states, just to meet a rescue half way so a dog would have a second chance. She cut the Animal Shelter’s payroll by half, while still managing to do more with less, but that still was not enough.
You could imagine the disappointment she endured when read the news the Humane Society was handing over the property to the County in the local paper. She might have vented on her personal Facebook, but I certainly cannot fault her for it. In return, Judy Cagle sent the newly hired director to her other work, just to tell her she was no longer needed at the shelter.
In 2001, the HSRC bought the property the Animal Shelter now resides on, from the Kennedy trust Fund for $220,000.
Within two years, The Loan the Humane Society board paid off their mortgage through grants and donations (Updated). Unfortunately, the board for the Humane Society signed a contract with the County Commissioners authorizing the county to take control of the property without having “to notify the Humane Society” of the reason. After decades of hard work by Dorothy Craven, George Maddy and Brenda Rankin, the board destroyed everything they were set out to do with a stroke of the pen.
I could not understand how the County was able of take property which was not theirs, nor could I grasp how they managed to get into this predicament. I started to look for previous board members, hoping they could answer my questions. Despite the frustration they all endured, every one of them seemed to have a common issue with Judy Cagle. At least four, that I personal have talked too have left the board for similar reasons. My gut feeling tells me there might have been more.
I cannot place blame on the former board members, even though some of them might have felt personal responsibility. They were working in a hostile environment. But we all have said “what if” at one point in our life. Every former board member has expressed anger and disappointment of the news of the county takeover. To me… their hearts were in it and they tried to prevent it. One particular member was told by several county commissioners that they never wanted take over the Animal Shelter and was willing to work with the HSRC. At that time Humane Society’s board agreed to keep managing the shelter. He must have felt as if he was given lip service because shortly after the decision was voted on, Judy Cagle decided to negotiate with the County Manager on her own without him knowing. Like everyone else, he was surprised to read the County was taking over in the local Daily Journal. That was the beginning of the max exodus of board members. If you cannot depend or trust your fellow members then what is the sense of continuing to be on the board.
At the meeting, the former members and I expressed our concern that Holly Haire was on the board. I proposed a committee, separate from the executive board, which would focus on “Fund Raising, Marketing and Public Relations” and another date was set up to establish a Business Plan. The board agreed with the reorganization and a date was set for April 18th. The former members left and the board remained to vote in the new members. I honestly felt the meeting went well. Janet Woolard sent me a personal message thanking me for being at the meeting and expressed hope that the Humane Society can “get some good things accomplished now.”
I had confidence we could have achieved what we set out to do. I already had a preliminary Business plan which focused on organization, staffing, management, operations, marketing, fundraising and financial projection for the next 10 years. The Humane Society of the United States, through their “Shelter Evaluation Program”, would have helped design an improved the shelter facility and customize an assessment to make Richmond County Animal Shelter a better place for both animals and employees. Several Rescues along the East Coast were standing by to become partners, as long as we were able to reestablish a fully functional executive board. One corporation expressed an interest in adopting the shelter, which would have brought in thousands. Unfortunately, I was not ready to commit them to it until I knew the funds would have been properly allocated. There were rumors that thousands have been donated by one person and the money never made it to its intended place. I was not ready to put my reputation on the line until I knew we have established an honest and transparent board.
I had redesigned the website, bought several domains and a dedicated server to boost Search Engine Optimization, in an attempt to bring funds in from outside of Richmond County. This was the moment the Humane Society could have turned around and continue being the organization the original founders intended.
On Thursday, I rushed to the County Airport for the meeting with several copies of the business plan. The newly developed website was one click away from being public when the board approved the ideas. Earlier that week, I heard the current board approved the new and former members to the board.
When I got there, I heard Janet would not be attending the meeting, only to find out she has stepped down from the board out of frustration. Carolyn Herndon opened the meeting by telling us that we will not discuss a Business Plan, nor the County take over because it was a done deal. You could almost hear the air get sucked out of the room as she continued. As Carolyn told us that we all were allowed on the board, as long as we do business their way, Judy Cagle was smirking in the corner while watching my reaction.
So was this Carolyn, Judy and Holly’s last decision? Instead of taking the opportunity to improve the Humane Society, they chose to allow her to fail. I can only imagine Janet Woolard’s reaction, when she found out Judy Cagle and her clucking capons have decided to take the plunge.
I never got the chance to talk to the Rick Sago, but I can only assume that he never intended to take over the Animal Shelter. There is no reasons why a County Manager would ever want to micro manage the animal shelter, but I am sure he was doing his job by looking out for the best interest of the County. I only wished the current board members were willing to do theirs. Unfortunately a poorly managed, badly trained, self-absorbed Humane Society has thrown the Animal Shelter unto his lap after they literally driven it into the ground.
Article VII section 3 of the bylaws (rev 9/11) states “the board of directors shall compose of at least (5)” members and at any time that number decreases below (5), the “remaining directors in office SHALL add to the number until there is no less than (5) directors. The board has remained below the minimum number for several months now. It was below five members when Judy Cagle signed over the Deed of Trust on March 13th, 2013.
Brenda Rankin, Dorothy B. Craven and George H. Maddy written within the articles of incorporation that the “assets of the organization will be turned over to one or more organizations which themselves are exempt as organizations described in sections 501 (c) (3).” When did the County of Richmond become a nonprofit organization?
They also gave a warning to future directors of the Humane Society by telling them “this corporation will not carry on any other activities not permitted… by a corporation exempt from Federal income tax under Sections 501 (c) (3). The North Carolina Non Profit Act Chapter 55a give a minimum requirement that the board of directors must follow.
At the Thursday meeting, Carolyn told me that the Humane Society’s “pro bono criminal lawyer” said that the transfer of the deed was perfectly legal. I guess you get what you pay for!
“Every corporation incorporated under this Chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in its articles of incorporation.”( § 55A-3-01[a])
When I set out to do my financial background check on the Humane Society, I realized there was no records for the minutes of the meetings, especially Judy Cagle’s personal meeting with Rick Sago. There was no record of any active members, financial records or attempts to contact any members pertaining to a vote concerning the assets of the Humane Society.
“Unless this Chapter, the articles of incorporation, bylaws, or the board of directors or members (acting pursuant to subsection (d) of this section) require a greater vote or voting by class, the proposed transaction to be authorized shall be approved:
(1) By the board;
(2) By the members entitled to vote thereon by two‑thirds of the votes cast or a majority of the votes entitled to be cast on the proposed transaction” (§ 55A‑12‑02[b])
“(a) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or directors without a meeting pursuant to G.S. 55A‑7‑04, 55A‑7‑08, or 55A‑8‑21, and a record of all actions taken by committees of the board of directors in place of the board of directors on behalf of the corporation.
(b) A corporation shall maintain appropriate accounting records.
(c) A corporation or its agent shall maintain a record of its members, in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.”( § 55A‑16‑01)
“(1) A corporation may make distributions to any entity that is exempt under section 501(c)(3) of the Internal Revenue Code of 1986 or any successor section, or that is organized exclusively for one or more of the purposes specified in section 501(c)(3) of the Internal Revenue Code of 1986 or any successor section and that upon dissolution shall distribute its assets to a charitable or religious corporation, the United States, a state or an entity that is exempt under section 501(c)(3) of the Internal Revenue Code of 1986 or any successor section.”( § 55A‑13‑02[b.1])
Not only did they fail to tell the active members of a vote in the allotted time, but they bypassed members of the board, disregarded votes that were cast and never gave noticed to the secret meeting that were held behind closed doors.
The former board members that left might have left out of frustration, but at least now they are no longer criminally liable for violating North Carolina Statues. If this is what Judy Cagle does as a volunteer, wonder what sort of dirty business she does with the businesses she inherited.
I would recommend the County Manager to pull Holly Haire out of the Humane Society before she drags the Health Department through the muddy waters of HSRC. There is always still hope… but it going to have to take Judy, Carolyn and Holly to step down from the executive board, so they can be replaced by responsible leaders who intend to follow the law and steer the Humane Society in the direction the original founders intended.
UPDATE: The $220,000 loan was NOT paid off within two years. Long Leaf Bank bought several loans from the Fidelity Bank which included the Humane Society’s loan. The loan was refinanced a few times due to “cashflow” purposes.