By-Laws of North Carolina Cemetery Association, Incorporated
Name and Objectives
SECTION 1: The name of the association shall be North Carolina Cemetery Association, Incorporated
SECTION 2: The objectives for which this association is organized are: to foster a closer association between the owners, operators, officers and employees of cemeteries, mausoleums and columbarium; to disseminate information relating to the operation of such enterprises;
To encourage the building of modern interment spaces with embellishments and beautification symbolizing life and eternity;
To establish and maintain high standards for the industry and to foster respect for it by encouraging honest and sincere dealings among it members and with the public;
To encourage the public to see that providing interment space in advance of need is a necessary and beneficent provision for family protection;
At the discretion of the board of directors to represent its members in matters of legislation and in all public or private hearing or controversies where their rights are attacked or their interests threatened.
SECTION 3: The seal as impressed hereon is hereby adopted as the corporation seal of the association.
Membership and Dues
SECTION 1: Membership in this association shall consist of four (4) classifications: Active Member, Associate Member, Supplier and Associate Supplier Member.
A. ACTIVE MEMBER: Any person, firm, association, private or public corporation, operating or engaged in the development or construction of a cemetery, mausoleum, crematory or columbarium in the state of North Carolina that has been licensed by the North Carolina Cemetery Commission, upon approval of the Admittance Committee and the Board of Directors of the Association, may become and Active Member by complying with the requirements of these by-laws and paying dues as stipulated. A Corporate Member, Association or Partnership shall designate in writing the person who shall be authorized to represent as an Active Member of the Association. Any person, firm or association, private or public corporation may hold an active membership for each Cemetery owned in North Carolina and enjoy all Active Member benefits.
B. ASSOCIATE MEMBER: Associate Members shall not have the right to vote or hold office, but may attend the meetings and conventions. Associate Membership may be granted to any fraternal, religious, or municipal cemetery or to any cemetery located outside North Carolina or the United States, or any officer or employee of enterprises described in Subsection A and Subsection B of Section 1 of Article 2. Upon Approval by the Admittance committee and the Board of Directors, and upon payment of the annual dues as stipulated for the Association Membership.
C. SUPPLIER MEMBER: Any individual, association, or corporation supplying cemetery, mausoleum, or columbarium materials or services to licensed perpetual care cemeteries, or any person representing such associations or corporations may become a Supplier Member or this association without the right to vote but with the right to attend the meetings and conventions, by complying with the requirements of these by-laws and upon payment of dues as stipulated.
D. ASSOCIATE SUPPLIER MEMBERSHIP: Upon the recommendation of a Supplier Member, Associate Supplier Membership without the right to vote may be issued to persons in the service of such Supplier Member upon payment of dues and stipulated.
Dues and Assessments
A. The Dues and Assessments of Active Members, Associate Members, Supplier Members, and Associate Supplier Members shall be established by the Board of Directors and payable in advance.
B. No member whose current dues and assessments are unpaid shall be entitled to vote at any meeting of the members, or to admittance to the convention, or entitled to any of the advantages of membership.
C. Should a member fail to pay his/her regular dues within three (3) months after the statement becomes payable, such member is automatically suspended from membership until dues have been paid and shall be notified in writing by the secretary of the Association thirty (30) days prior to the three (3) months period.
SECTION 1: The annual meeting shall coincide with the state convention, the date and place for this meeting shall be decided by the executive committee. Notice shall be given to the members as to the time and place of this meeting at least two (2) weeks in advance.
SECTION 2: Special meetings may be called by the President, and shall be called upon request of a majority of the Board of directors, by request of the Executive Committee, or upon request of twenty (20) percent of the Active Members. Notice shall be given to the members as to time, place and purpose of such meetings at least ten (10) days in advance.
SECTION 3: The Secretary shall mail notice of every annual or special meeting of the Members to each Member at his/her last address as the same appears on the books of the association, unless such notice be waived by such Members.
SECTION 4: At any annual or special meeting of the Membership, A quorum shall consist of those Active Members who are in attendance.
SECTION 5: The order of business at all meetings shall be as follows:
- Call to order
- Report of giving notice
- Reading and approval of minutes
- Reports of officers
- Reports of committees
- Unfinished business
- New business
The order of business may be altered or suspended at any meeting of the membership by a two-thirds vote.
SECTION 6: No proxy voting shall be allowed at any of the meetings of the association, its board, or any of its committees.
Board of Directors
SECTION 1: The property and business of the association shall be managed by the Board of Directors, which shall consist of eight (8) Active Members of the Association, which shall be elected as provided below in Section 3, plus the immediate past President as provided below in Section 2.
SECTION 2: The retiring President (immediate past President) shall automatically become a member of the Board of Directors for a term of one (1) year and will be an officer Ex-Officio with voting privileges.
SECTION 3: Nomination and election of Directors at the annual meeting, the Board of Directors shall present the membership with the name of at least one (1) candidates for the floor will be allowed. The membership shall then elect by ballot, the number of Directors needed as directed in Article 4, Section 1, to serve terms of three (3) years on the Board of Directors. To implement the 2004 amendment in Article 4, Section 1, Four (4) directors shall be elected in 2004 to serve with the four (4) Directors presently serving unexpired terms. The three (3) Directors receiving the highest number of votes shall be elected for a three (3) year term and the fourth highest vote receiver shall serve a two (2) year term. In the year 2005 and thereafter, all terms of newly elected Directors shall be for three (3) years. The year of the expiration of a Director(s) term shall always follow the name of the Director. No director may be eligible for re-election to the board except after the expiration of one (1) year following his previous term.
A. No person shall be eligible or qualified to be elected to serve on the Board of Directors unless:
- An active member in good standing with the association.
- Registered and in attendance at the annual meeting or unless absence is approved by the executive committee.
- No person elected to the Board of Directors of the North Carolina Cemetery Association shall serve until duly installed in person at the annual meeting of the association, unless absence is approved by the Executive Committee.
- The Nominating Committee has verified the qualifications of the person and his willingness to cooperate and serve on the Board of Directors.
B. A Member of the Board of Directors may resign or be removed from the Board of Directors by a two-thirds vote of the Board of Directors, if said member is not in attendance for two (2) consecutive meetings of the Board of Directors. If a vacancy occurs on the Board of Directors as set forth by this paragraph, that Director’s position shall be filled as set forth in Article 4.
SECTION 4: Any vacancy in the Board of Directors occurring between the annual meetings may be filled by the remaining members of the Board of Directors by appointing the person who, while failing to win election, obtained the next highest number of votes at the past election of Directors. If there were not a sufficient number of candidates nominated to allow for this “First Alternate” option, then the Board of Directors shall appoint a member in good standing to fill the vacancy.
SECTION 5: No person shall be eligible for election to the Board of Directors if at the commencement of his/her term of office they are currently serving as directors two (2) other individuals employed by or representing the same entity. No member of the North Carolina Cemetery Commission can simultaneously serve as a member of the Board of Directors.
SECTION 6: Regular meetings of the Board of Directors shall be held at such time and place as the Board itself shall designate. Special meetings may be called by the President, or at the request of three (3) members of the Board. Ten (10) days written notice shall be given for any special meeting. The requirements of the ten (10) day notice may be waived by consent of a majority of the Board. The call for a special meeting shall state the purpose thereof.
SECTION 7: A majority of the Board of Directors shall constitute a quorum of that body.
SECTION 8: The order of business as far as is practicable, shall be the same as hat designated for meetings of members.
SECTION 9: The new Board of Directors shall elect the officers of the Association at the annual meeting as soon as possible after the election of Directors. The new Board of Directors shall meet at the call of the retiring President immediately following the election of Directors, and no notice other than the public announcement of the meeting shall be necessary. The results of the election of officers shall be announced to the members at the annual meeting.
SECTION 10: If the President elects term as a director expires prior to his becoming President, he will automatically become a Director for a period of one year during which he is serving as President of the Association.
SECTION 11: At its meeting on the day before the annual membership meeting each year, the Supplier Relations Committee will select one of their group to represent them as a non-voting member of the Association. This person will attend all Board meetings and will serve a one year term.
SECTION 1: The officers of the association shall be elected from the Board of Directors, except the executive Vice President who shall be employed by the Board of Directors. There shall be a President, a President Elect, one Vice President, and Executive Vice President, a Secretary and a Treasurer. The Executive Vice President will be an officer-officio without voting privileges.
SECTION 2: Newly elected officers shall take office at the meeting of the Board of Directors immediately following the adjournment of the annual meeting.
SECTION 3: In the event of a vacancy occurring in the office of Secretary, Treasurer, or Executive Vice President, by reason of death, resignation, or inability of the encumbent to serve, a successor shall be appointed by the Executive Committee who shall serve until the next meeting of the Board of Directors and until his successor is elected and qualified.
SECTION 4: The President shall be the chief Executive Officer of the Association. He shall be a member ex-officio of all committees and he shall direct the activities and manage the affairs of the Association in accordance with its objectives and subject to the approval of the Executive Committee and the Board of Directors. He shall preside at all the meetings of the association and the Board of Directors and Executive Committee; see that all orders and resolutions of the Board of Directors are carried into effect; execute all bonds, mortgages and other contracts of the corporation; and have the general powers and duties of supervision of management usually vested in the office of President of an association or a corporation.
SECTION 5: The President elect shall automatically become the President at the annual election of officers the year following his election as president elect. Further, the President elect, followed by the Vice president, shall in the absence of the President, perform the duties and exercise the functions of the President and such other duties as may be delegated to him by the Board of Directors. In the event of the death, resignation, inability or incapacity of the President, the President elect, followed by the Vice President, shall assume the office of the President and serve for the unexpired term. A President who succeeded to office due to the death, resignation, inability or incapacity of his predecessor may, at the option of the Board of Directors, be elected to serve a full term for the following year.
SECTION 6: The Secretary shall attend all meetings of the Board of Directors of the Association and shall record all votes and minutes of the proceedings in a book to be kept for that purpose. He shall give or cause to be given notice of all meetings of the association and the Board of Directors. Hs shall keep in safe custody the seal of association and when authorized by the Board of Directors, affix it to any instrument requiring it and attest said instrument. He shall perform such other duties as many be prescribed by the Board of Directors or by the President, under whose supervision he will be.
SECTION 7: The Treasure shall have supervision of the funds and securities of the Association and shall cause to be kept in full, accurate account of receipts and disbursements in books belonging to the association. The Executive Vice President or the administrative Assistant shall be his agent and shall deposit all monies and other valuable checks in the name and to the credit of the association in such depositories as may be directed by the Board of Directors. The Treasurer, through his agent, the Executive Vice President or the Administrative Assistant, if approved by the Board of Directors, will disburse the funds of the association as may be ordered by the Board of Directors, taking proper vouchers for such disbursements and shall render to the President and Directors at the regular meeting of the board, or whenever they may require it, an account of all his transactions as Treasurer and the transactions of the Executive Vice President or the Administrative Assistant, acting as his agent, and the financial condition of the association.
SECTION 8: An Executive Vice President may be employed by the Board of Directors and shall conduct the business of the association under the direction of the President, the Executive Committee, and the Board of Directors. He shall be subject to the call of the President, The Executive Committee and the Board of Directors of the association to prepare and present as directed by them such books, records, statistics and data as shall be required and shall otherwise carry on the work of the association under the direction of the President, Executive Committee and the Board of Directors. The compensation of the Executive Vice President shall be fixed by the Board of Directors. The Executive Vice President may employ and administrative assistant with the approval of the Board of directors. The Executive Vice President will be an ex-officio member of all committees without the privilege to vote.
SECTION 9: The Association shall indemnify any director, officer, or employee of the association against expenses actual and necessarily incurred by him in connection with the defense of any action, suit, or proceedings in which he is made a party by reason of being or having been such director, officer or employee except in relation to matters as to which he shall be adjudged in such suit or proceedings to be liable for negligence or misconduct in performance of duty. The association may also require any Director, Officer or employee the reasonable cost of the settlement of any such action, suit or proceedings if it shall be found by a majority of the Board of Directors not involved in the matter in controversy, that it was in the interest of the Officer or Employee was not guilty of negligence or misconduct. Such right of indemnification and reimbursement shall not be exclusive of an other rights, to which such Directors, Officer or Employee may be entitled under any by-law, agreement, vote or Members or Directors or otherwise.
SECTION 1: The Board of Directors shall appoint from the membership of the Association, upon nomination by the President, The Chairman and additional Members of each of the following committees and any committees ad needed, upon the approval of the Board of Directors and the Board of directors shall prescribe and powers of these committees.
SECTION 2 – EXECTIVE:
- There shall be an Executive Committee consisting of the President, The President elect, The Immediate past President, The Vice President and one other Director. The President shall be Chairman of the Executive Committee.
- The Executive Committee shall have and perform all the duties of The Board of Directors while the board is not in session. The Executive Committee may decide the time and place of the annual meeting and convention and shall perform such other duties as The Board of Directors may require. The Executive Committee shall keep a record of its acts and proceedings and report to The Board of Directors for its approval at its next regular or special meeting. Such report shall be a part of the official record of acts of The Board of Directors.
SECTION 3 – LEGISLATIVE AND LIAISON:
THE DUTIES OF THE LEGISLATIVE COMMITTEE SHALL BE:
- To study existing and proposed federal and state legislation pertaining to the interment industry, and report implications to the membership through The Board of Directors.
- To recommend changes in existing and/or proposed legislation including the preparation and presentation of briefs, but with the assistance of legal council only when approved by the Board.
- To encourage and assist members to express knowledgeable views to their legislators.
- To provide the membership with facts pertaining to the industry to assist them in their relations with federal, state, or local regulatory authorities.
- To provide, as required, authoritative speakers on legislative matters for conventions.
- To perform such other duties as may from time to time be properly assigned by the Board.
SECTION 4 – CONVENTIONS:
THE DUTIES OF THE CONVENTION COMMITTEE SHALL BE:
- To assist The Executive Vice President with selecting future sites and dates for conventions and make recommendations of those sites and dates to The Board.
- To provide information to members about convention sites and assist with directions, airline information, etc.
- To perform such other duties as may from time to time be properly assigned by The Board.
SECTION 5: This Section shall be reserved for future possible addition(s) to this article.
SECTION 6 – PUBLIC RELATIONS:
THE DUTIES OF THE PUBLIC RELATIONS COMMITTEE SHALL BE:
- To supply information that may be directed to the media for the purpose of educating and informing the public about our industry.
- To assist members with information about improving public relations in our communities, through working with the media, industry publications, industry associations, consumer groups, etc.
- To inform the Association, through The Board of Directors, about negative public relations problems in our Association and suggest possible solutions to the problem.
- To perform other such duties as may from time to time be properly assigned by The Board.
SECTION 7 – SUPPLIER RELATIONS:
THE DUTIES OF THE SUPPLIER RELATIONS COMMITTEE SHALL BE:
- To promote the maximum good-will, understanding and cooperation between cemetery members and non-members suppliers.
- To assist The Executive Vice President in securing satisfactory accommodations for promoting suppliers merchandise and services at conventions and other meetings of Members.
- To continually seek out and develop means by which suppliers and cemeteries may benefit from their common association.
- To perform such other duties as may form time to time be properly assigned to The Board.
SECTION 8 – BY-LAWS AND PARLIAMENTARIAN:
THE DUTIES OF THE BY-LAWS AND PARLIAMENTARIAN COMMITTEE SHALL BE:
- To regularly review the By-Laws, prepare necessary revisions and present them in the form of resolutions to The Board at regular meetings.
- To assure that Parliamentary procedures are followed in all meetings of The Board.
SECTION 9 – MEMBERSHIP AND ADMITTANCE:
The duties of the Membership and Admittance Committee shall be to increase the number of accredited members of North Carolina Cemetery Association. The Membership Committee to this end, will develop brochures, letters and other material and incentives that will encourage membership by demonstrating the many advantages that accompany the privilege of membership. Potential new members will be indentified and contacted by those means with follow-up at prescribed intervals.
All applications for membership shall be referred to the President who shall appoint a Board of Admittance composed of not less than three (3) Members of the Association whose duties shall be to make due inquiry with respect to eligibility of the applicant and the desirability of accepting his application for membership. Upon such approval, the applicant shall be notified of his acceptance into the Association. In the event of rejection of the application, The sponsor of such applicant shall be notified in writing by The Executive Vice President, the sponsor may then have the right to appeal, in writing, to The Board of Directors, for a review of the application. A hearing may be granted to him and the applicant at a suitable time to be fixed by the President. The information upon which The Board of Admittance may have acted shall be deemed confidential.
Whenever The President or The Board of Directors shall have received a complaint in writing concerning the conduct of a member which is deemed illegal, fraudulent, or likely to bring the cemetery industry or this Association into disrepute or has violated the By-Laws of this Association, such member shall be notified by registered mail of such complaint and required to appear before The Board of Directors or any inquiry committee selected by The Board of Directors for that purpose. At such an inquiry the accused member shall be given an opportunity of defending against such accusation, and of presenting evidence produced by the complainant and the accused member, or by the complainant alone if the accused member does not appear or ignores the notice to appear. The Board of Directors shall determine whether the accused member is guilty of the charges brought against him. If found guilty, the accused member shall forfeit his membership in the Association. In lieu of forfeiture of such membership, The Board of Directors may place such offending member on probation for such period as they deem fit and proper, during which time the offending member shall not be privileged to vote or hold office. No dues are to be returned.
SECTION 10 – ADMINISTRATIVE AND MAINTENANCE:
THE DUTIES OF THE ADMINISTRATIVE AND MAINTENANCE COMMITTEE SHALL BE:
- To inform members of any new ideas in the areas of administration and maintenance, to assist members with improving standards of appearance, levels of efficiency and quality service to our customers.
- To plan and conduct an annual seminar for members and their employees in the areas of administration and maintenance.
- To perform such other duties as may from time to time be properly assigned by the Board.
SECTION 11 – SALES MANAGEMENT AND MARKETING:
THE DUTIES OF SALES MANAGEMENT AND MARKETING COMMITTEE SHALL BE:
- To inform members of any new ideas in the area of sales and marketing. To assist members with improving revenue.
- To plan and conduct an annual seminar for members and their employees in the areas of sales and marketing, including recognition of outstanding sales achievement within the membership
- To perform such other duties as may from time to time be assigned by The Board.
SECTION 12 – FINANCE AND AUDIT:
THE FINANCE AND AUDIT COMMITTEE SHALL CONSIST OF THE TREASURER, WHO SHALL BE ITS CHAIRMAN, THE PRESIDENT, THE PRESIDENT ELECT AND ONE OTHER PERSON TO BE APPOINTED BY THE PRESIDENT. THE DUTIES OF THE FINANCE COMMITTEE SHALL BE:
- To assist in the preparation of the annual report.
- To develop sound financial policies.
- To conduct an annual review of those policies with a view to adjusting to changing conditions.
SECTION 13 – NORTH CAROLINA CEMETERY COMMISSION COMMITTEE:
THE DUTIES OF THE COMMITTEE SHALL BE:
- To maintain constant close contact with the North Carolina Cemetery Commission in order to maximize the exchange of knowledge and information in all industry associated matters.
- To serve as a “Distant Early Warning” source of all matters affecting the industry whether favorable or unfavorable.
THS FISCAL YEAR OF THE ASSOCIATION SHALL BE THE CALENDER YEAR.
These By-Laws may be amended at any regular or special meeting of the Association by a Two-Thirds vote of the members present, provided a notice of the proposed change has been submitted in writing to the membership at least thirty (30) days in advance of such meeting.