As AMENDED JUNE 2, 2015
ARTICLE 1 – PURPOSES
Section 1
The purposes of this Society are:
(a) To promote dignity, simplicity and spiritual values in those services necessary for the legal disposition of bodies and in the funeral rites or memorial services connected with them;
(b) To offer members information and assistance in pre-planning the type of disposition and rites or services which they desire and to maintain a central registry of such written instructions;
(c) To offer members the benefit of group arrangements with funeral directors and crematoriums;
(d) To assist and aid survivors.
Section 2
The Society is not organized for pecuniary profit and no part of the income or property shall be distributed to any member, director or officer, except that a member may be employed on the staff of the Society.
Section 3
The Society assumes no legal or financial responsibility for the final disposition of bodies.
ARTICLE II – MEMBERSHIP
Section 1
Membership shall be extended to any individual, 18 years or older, who subscribes to the Society’s purposes and procedures as set out in these By-Laws, signified by signing the application form and paying the prevailing membership fee fixed by the Board.
Section 2
An individual membership includes the dependent minor children and any incompetent adult children of the individual applying for membership in the Society. An incompetent adult, not a child of a member, may be admitted upon application by his/her legal guardian.
Section 3
A person previously covered by a family membership must apply for membership on his and her own behalf upon reaching majority, or upon being declared legally competent.
Section 4
A member may withdraw at any time but the membership fee will not be returned.
Section 5
Each adult member, or his/her legal guardian, physically present at a meeting, shall have one vote. There will be no voting by proxy.
ARTICLE III – BOARD OF DIRECTORS AND OFFICERS
Section 1
The governing body of the Society shall be the Board of Directors, which shall be elected by and from the voting membership. A majority of the Board shall be members of the Society. The Board shall consist of no more than twelve members, serving staggered three-year terms. No more than four Directors shall be elected each year, each for a three-year term. No Director shall serve more than three full consecutive terms. Past officers may serve as Ex-officio nonvoting members if not otherwise a member of the Board.
Section 2
Whenever a vacancy on the Board shall occur, a majority of the remaining Directors may appoint a successor for the unexpired term of the Director whose place is vacant.
Section 3
Not less than three months prior to the annual meeting, a nominating committee shall be appointed by the President, with the approval of the Board, to nominate Directors. The nominating committee shall consist of three persons, at least one from the board. The nominating committee shall report its nominations to the Board not less than six weeks prior to the Annual Meeting. Additional nominations may be submitted to the Secretary at the Annual Meeting with permission of the proposed nominees.
Section 4
The prior year’s officers and Board members shall serve until the new officers have been elected. At the Board meeting following the Annual Meeting, the newly elected Board of Directors shall meet and elect the following from its members: President, Vice-President (or president-elect), Secretary, Treasurer, and such other officers as may be determined necessary. The new officers shall assume their duties as soon as they are elected.
Section 5
Whenever a vacancy shall occur in any of the offices elected by the Board, a majority of the remaining Directors may elect a successor to serve for the unexpired term. The Board may suspend an officer for cause at any time during his/her term and a vacancy will be deemed to exist.
Section 6
If a Board member has missed three consecutive Board meetings, the President must ascertain if the member intends to be active and subsequently report the reply to the Board. The Board may then vote to replace that member if such action seems appropriate.
Section 7
Board members, including officers, shall serve without pay and none shall be a paid employee of the Society.
Section 8
Officers shall have the commonly understood duties of their respective offices plus other duties as assigned to them by the Board. In particular, the President shall call and conduct all Board meetings and the Annual Meeting and shall appoint committees as he or she believes necessary to further the work of the Society. The Vice-President shall preside at those meeting from which the President is absent. The Vice-President shall also chair the standing committee on Annual Meeting Planning and on Funeral Service Contracts.
Section 9
With the approval of the Board, the President, or, in his or her absence, the Vice-President shall have the authority to hire employees and agents and to execute contracts on behalf of the Society.
Section 10
The Board shall have the authority to establish the amount above which two officer signatures will be required on any check drawn on the Society’s accounts. Checks for less than the established amount may be signed by a single officer of the Society.
ARTICLE IV – MEETINGS
Section 1
Then Annual Meeting of the Society shall be held during the first or second quarter of the year at a time and place to be designated by the Board. No less than two weeks prior to the meeting, members shall be notified by mail of the time and place of the meeting and the slate of Directors submitted by the nominating committee.
Mandatory business at the Annual Meeting shall be a report from the President, Vice-President, Treasurer and the Executive Director and the election of Directors.
Section 2
The President shall cause a special meeting of the members to be called upon the written petition of fifteen members or upon the request of the Board of Directors. Such a meeting shall be called by the Secretary by mailing a notice to each member at least two weeks before the meeting. The petition and the notice shall include a statement of the purpose of the meeting.
Section 3
At any meeting of the Society, a quorum shall consist of ten per cent {10%) of the members, or 40 members, whichever is smaller.
Section 4
At any meeting of the Board of Directors, a quorum shall consist of a majority of the Board.
ARTICLE V – AUDIT
An audit of the Society’s financial records shall be made no less than every three years, within two months of the close of the Society’s fiscal year, which shall be the calendar year. The selection of an auditor shall be at the discretion of the Board of Directors.
ARTICLE VI – DISSOLUTION
In the event of the dissolution of this Society, the membership agrees that after all obligations have been paid, the assets of the Society will be transferred to another society having similar purposes or to the Funeral Consumer’s Alliance, such societies being tax-exempt organization under the current regulations of the Internal Revenue Service.
ARTICLE VII – AMENDMENTS
The By-Laws of this Society may be amended by a majority vote of the Board of Directors in two consecutive meetings.
ARTICLE VIII – PROCEDURE
Parliamentary procedure as set forth in Roberts’ Rules of Order Revised, is hereby adopted as the Procedure and rules of order for the Society. Subject to any contrary provisions in the Article of Incorporation or of these By-Laws.