BACKGROUND
A. The Board of Directors
The QBPL is a 501(c)(3) non-profit corporation governed by a board of trustees (“the Board”), the voting members of which are appointed by the New York City Mayor and the Queens Borough President. Under New York State non-profit law, the Board and the CEO must “discharge the duties of their respective positions in good faith and with that degree of diligence, care and skill which ordinarily prudent men would exercise under similar circumstances in like positions.” N.Y. NPC Law § 717(a). Furthermore, according to the Mayor’s Office of Contract Services’ “Capacity Building and Oversight” guidance for non-profits doing business with the City,
the Board should “oversee the chief staff person’s [the CEO’s] expense account.”
B. The CEO’s Employment at the QBPL
In 2005, the Library executed an employment contract with the CEO under which he assumed the position of Director of the Queens Borough Public Library. The contract provided the CEO with a five-year employment term running from July 1, 2005, to July 1, 2010; a $275,000 salary that would increase by 6.5% plus a cost-of-living adjustment annually for three years; 27 days of annual leave; $34,000 towards a car; and a “computer and other reasonable equipment to enable him to carry out his duties outside of business hours from his home.” (2005 Library Contract ¶ 5). Under the 2005 Library Contract, the Library or the CEO could terminate his employment without cause on 60 days’ notice and the Library could terminate for cause immediately at any time. However, whether terminated for cause or without cause, the contract provides for payment of all accrued and unused annual leave. For the CEO’s “duties,” the 2005 Library Contract provided that the CEO would work exclusively for the Library, except for continued consulting for Elmont, which the agreement indicates the CEO had performed in past years: [The CEO] shall faithfully, diligently and exclusively perform services on behalf of the Library to the best of his ability during the Employment Term, and shall devote his full working time, attention and energies to the business of the Library. [The CEO] may continue to provide outside consulting services as he has in his positions of Deputy Library Director and Interim Library Director, provided that such services do
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Available at http://www.nyc.gov/html/mocs/downloads/pdf/cbo_best_practices.pdf
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