Art. 2: "The term of this Management Agreement shall be for fifteen (15) years . . . "
[amended to 10 years at Audubon Commission meeting]

Art. 4: "The Commission does hereby agree that the Institute shall . . . undertake complete operation, management and control, subject to the reserved rights of the responsibility of the Commission . . . "

Art. 4.1 The rights and responsibilities and duties of the Institute . . . shall be:

Art. 4.1.1 The Institute shall:

(1) manage, operate, develop, improve and provide all services for the Audubon Facilities, including fundraising on behalf of the Commission, except as limited in this Management Agreement;

(6) provide administrative, marketing, public relations and membership services, as required for the proper operation of the Facilities;

(8) provide food and beverage service and such other services as may be required to maintain and operate the Audubon Facilities and in an efficient, business-like and economical manner."

Art. 4.25: "Written approval by the Commission must be given to the Institute for any physical improvments at the Audubon Facilities, having a cost in excess of TWO HUNDRED FIFTY THOUSAND AND NO/100 ($ 250,000) DOLLARS."
[Amended to $150,000 at Audubon Commission meeting]

Art. 4.2.7: "The Commission agrees to employ as its Chief Executive Officer/Secretary, the President, Chief Executive Officer of the Institute."

Art. 18: Disputes between Institute and Commission to be resolved by binding arbitration.

Art. 27: ". . . the Institute shall have the right to engage in any business so long as it is not in conflict with this Management Agreement. "

Our questions:

Can they simply "hire" a CEO, and does this mean he is or is not a member of the Audubon Commission?

Is this a contract that they can enter into without abrogating the Charter with respect to appointing Commission members?

Also, Section 4.1.12 of the contract states that "The Institute agrees not to employ as its CEO any person who is a member of the Commission."  Isn't that what they're doing here?

The City Charter provides as follows ("board" and "Commission" are synonymous):

• Section 9-106. Prohibited Activities of Board Members.

  (1) No member or officer of a board shall borrow money or receive anything of value from any contractor doing business with the board under the penalty of dismissal from the board. No member, officer, or employee of any board shall have any interest in any contract let by the board. Any member of any board who is a director or stockholder in any corporation or who is an agent or attorney for any person who is financially interested in any subject before the board shall reveal such interest to the board and shall not discuss or vote on the subject at any meeting of the board or any of its committees.

  Clearly, if Forman is a member of the Audubon Commission, he is prohibited from contracting with the Audubon Nature Institute, so long as he is also the CEO of the Institute.  This appears to be the type of self-dealing the Charter seeks to prohibit.

The Charter also provides:

• Section 4-206. Powers and Duties.

  (1) Executive and Administrative Powers. The Mayor shall be the chief executive officer of the City. The Mayor shall have the power and shall be required to:  Appoint, with approval of a majority of all members of the Council, members of all boards except as otherwise provided in this Charter or by applicable state or municipal law.