EXHIBIT 2: CHANGES IN BYLAWS REGARDING VOTING RIGHTS Statement to APS BOARD October 14, 2002 I'm Elliot Cramer, a retired UNC professor and statistician, an animal lover (four dogs), a long time somewhat silent APS supporter and beneficiary (all of my dogs have their rabies shots from APS, one was neutered by APS), several of my dogs were euthanized by APS in the true sense of the word, indeed somewhat later than was probably best for them. I have contributed smoked ducks for APS auctions and have bought things at APS auctions, but I have only recently become a member. APS has a wonderful history of doing good for the community and for animals. Obviously, serious questions have been raised about the care of animals at the shelter and the openness of the APS Board. It is very clear that the Orange County Commissioners are extremely concerned about this situation and that the shelter funding is in jeopardy. I have recently learned that notice was given to the Board of a change in the bylaws regarding the election of members. This change would have taken away from the membership their historical right to elect Board members, giving that right to the Board. I am a nominee to the Board and this would have removed any chance I might have of election. It is clearly undemocratic and though legal, it is wrong. Pat Beyle has assured me verbally that no such change will take place tonight. I would like the Board's assurance that any future changes in the bylaws will take place only at the annual meeting and be preceded by an announcement to the general membership so that they may voice their objections. I further object to the Board's policy of going into Executive session to discuss matters of concern to the general membership. I believe that only personnel and property acquisition matters should be discussed in executive session. I petition the Board to adopt such a policy effective immediately. Given the suspicions of the general public as reported in community newspapers, I suggest that the Board reconsider its Board nominations and consider supporting five of us nominated by the Membership. We would be eager to work with the current Board to bring back community support and assure a bright future for APS. ________________________________________________________________ Date: Wed, 16 Oct 2002 16:49:19 -0400 (EDT) From: Elliot Cramer To: Pat Beyle Subject: Re: bylaws. October 16, 2002 Dear Mrs. Beyle, As you recall both you and the APS Board attorney stated that there were no plans to discuss Bylaw changes in your Executive session Tuesday, despite the seven days notice of Bylaw changes that was given to the Board. Based on my conversation with Laura it appears that there was such a discussion. Board member Ann Petersen told me that there was no vote on Bylaw change. You told me before going into Executive session that you would inform me of any Bylaw changes. As a nominee for the Board I believe I have a right to know of any such changes and I would appreciate your confirmation. In addition I would like to be informed of any special meeting of the Board that may be called to change the Bylaws. I would also like to know what access to the Membership list is provided to Board nominees. Elliot M. Cramer ________________________________________________________________ Date: Wed, 16 Oct 2002 19:07:39 -0400 From: ptbeyle@mindspring.com To: Elliot Cramer Subject: Re: bylaws. You know full well that there was no by-law change on Monday, October 14. You have heard this from Ann Petersen, Laura, and a number of other Board members you have talked to. If any by-law changes are proposed in the future, all procedures and notices required by the by-laws will be followed. ________________________________________________________________ Date: Wed, 16 Oct 2002 19:15:19 -0400 (EDT) From: Elliot Cramer To: ptbeyle@mindspring.com Subject: Re: bylaws. Thank you for the confirmation. Unfortunately the Bylaws permit you to make changes in secret and without notice to the Membership. I think that this is wrong. ________________________________________________________________ Date: Wed, 23 Oct 2002 17:49:05 -0400 (EDT) From: Elliot Cramer To: bhmnc@bellsouth.net Cc: Dr. Steve Halkiotis Subject: special meetings of the APS Board Will you notify me of any forthcoming special board meetings or do I have to ask you every week if the bylaws have been changed. Have the bylaws been changed since Dec 2001? Elliot M. Cramer ________________________________________________________________ Date: Thu, 24 Oct 2002 09:15:50 -0400 (EDT) From: Elliot Cramer To: Ron Merritt Subject: your statement at the Board meeting I believe you said in response to my request that "I would like the Board's assurance that any future changes in the bylaws will take place only at the annual meeting and be preceded by an announcement to the general membership so that they may voice their objections." The bylaws require the Board to be able to change the bylaws at any time without notice? have I quoted you correctly? ________________________________________________________________ Date: Tue, 5 Nov 2002 18:18:29 -0500 (EST) From: Elliot Cramer To: Virgina Ellington Cc: Thad Beyle , Dr. Steve Halkiotis Subject: Re: Membership List Thank you for the information. I find it interesting that on this election day, you make no mention of the fact that your Board voted yesterday to take voting rights away from the APS Membership. You WILL give me the Membership list since it is my right under State law. It is unfortunate that you have a criminal attorney advising you who (apparently) doesn't understand the law. I believe that he and the Board have behaved most dishonerably. Elliot M. Cramer ________________________________________________________________ Date: Tue, 5 Nov 2002 19:37:00 -0500 (EST) From: Elliot Cramer To: mcarey1@mindspring.com, Dr. Steve Halkiotis , mwbrown@mindspring.com, Alice Gordon , barry.j@mindspring.com Cc: Pat Beyles Subject: APS bylaw change I am enclosing a copy of a letter to the APS Secretary. Evidently, on the very day you met (October 28) to receive public comment on the APS, Pat Beyle sent notice of a special meeting to the APS Board, notifying them of her proposal to remove voting rights from the APS Membership. It is evidence of the contempt with which she holds you, the APS Membership, and the Public that she made no mention of this in her public statement to you. I wrote Pat Beyle on October 16 saying "In addition I would like to be informed of any special meeting of the Board that may be called to change the Bylaws." I wrote Mr. Merritt, the APS attorney, on October 23, saying "Will you notify me of any forthcoming special board meetings or do I have to ask you every week if the bylaws have been changed." and again on October 24 saying "I am still concerned about the Board's ability to change the Bylaws without notice to the Membership. Clearly members have the right to see the current Bylaws. Will you notify me promptly of any changes or must I contact you every day." I have yet to hear from either of them about this. ________________________________________________________________ Date: Sun, 17 Nov 2002 13:46:36 -0500 (EST) From: Elliot Cramer To: Pat Beyles Subject: authority for your actions (fwd) From: Elliot Cramer To: pbeyle@email.unc.edu, Virginia Ellington Cc: Margie Huggins , kendall page Subject: authority for your actions Both of you and the APS attorney, Mr. Merritt have refused me access to the membership list and names and E-mail addresses of the members of the Board. In addition you both have referred me to Mr. Merritt for these and further requests. I believe that such actions must come from the Board or the Executive Committee of which you both are members. Were your responses official actions of the Board or the Executive Committee? If not, I repeat my requests and ask that they be immediately referred to the Executive Committee for prompt action. Elliot M. Cramer ________________________________________________________________ From cramer@email.unc.edu Tue Nov 19 16:39:18 2002 Date: Sun, 17 Nov 2002 22:15:36 -0500 (EST) From: Elliot Cramer To: ptbeyle Bcc: kendall page , wendykimbel@mindspring.com, Margie Huggins Subject: Re: my request at the meeting (fwd) thank you. Do you have an answer to my other question regarding your statements about access to the Membership list and your referring me to Mr Merritt ________________________________________________________________ From ptbeyle@mindspring.com Tue Dec 10 22:27:32 2002 Date: Tue, 10 Dec 2002 15:38:00 -0500 From: ptbeyle To: Elliot Cramer Subject: Board The APS Board of Directors chose their next class last night. They chose Kendall Page plus 4 of the current class. I have confidence Kendall will be a valuable addition to the Board. Pat Beyle ________________________________________________________________ Date: Thu, 30 Jan 2003 13:22:35 -0800 (PST) From: Judith Reitman To: Pat Beyles Subject: Forms Request Jan. 30, 03 To Pat Beyles, President APS Bd of Directors Dear Pat, Kindly send me the following to which I am entitled as an APS member: 1. APS 990s for years 2000-2002. 2. APS annual financial reports for 2000- 2002. Since these are readily available I will expect them no later than Feb 7, 03. Thank you. Judith Reitman Since these are readily availale I will eect them no later than Feb. 6th. Thank you. Judith Reitman