Bylaws of the Cemetery Association of Tennessee, Inc.
Amended December 19, 1974, July 11, 1975, July 17, 1976, July 25, 1985, July 24, 1996, June 22, 2008 and July 19, 2016, by amendments officially adopted by the Cemetery Association of Tennessee, Inc.
TABLE OF CONTENTS OF BYLAWS
Section 1. Name.
Section 2. Registered Office and Agent.
Section 3. Seal.
Section 1. Purposes.
Section 1. Eligibility and Classification.
Section 2. Application and Election.
Section 3. Transfer of Ownership.
Section 4. Privileges.
Section 5. Termination.
Section 1. Annual Dues.
Section 2. Delinquency.
Section 3. Expulsion.
Section 1. Annual Meeting.
Section 2. Other Meetings.
Section 3. Notice.
Section 4. Quorum.
Section 5. Voting.
Section 6. Order of Business.
Section 7. Parliamentary Procedure.
ARTICLE VI - Board of Directors
Section 1. Number, Powers and Qualifications.
Section 2. Terms of Office.
Section 3. Meetings.
Section 4. Notice.
Section 5. Quorum.
Section 6. Vacancies.
Section 1. Number, Election and Term.
Section 2. President.
Section 3. President-Elect.
Section 4. Vice President.
Section 5. Secretary-Treasurer.
Section 6. Vacancies.
Section 7. Bonding.
Section 8. Compensation.
Section 1. Nominations.
Section 2. Balloting.
Section 3. Elections.
Section 1. Appointment, Number and Term./
Section 2. Standing Committees.
Section 3. Special Committees.
Section 4. Committee Quorum.
ARTICLE X - Grievances and Misconduct
Section 1. Enforcement.
Section 2. Complaints.
Section 3. Hearings.
Section 4. Findings.
Section 5. Penalties.
Section 6. Reinstatement.
Section 1. Fiscal Affairs.
Section 2. Contracts.
Section 3. Books and Records.
Section 4. Checks, Drafts, etc.
Section 5. Deposits.
Section 6. Gifts and Contributions.
ARTICLE I - IDENTIFICATION
Section 1. Name. The name of this organization shall be the CEMETERY ASSOCIATION OF TENNESSEE, INC., incorporated under the Tennessee General Corporation Act on January 29, 1971.
Section 2. Registered Office and Agent. The principal registered office of the Association shall be stated in the charter of the Association. The principal operating office of the Association shall be the office of the current president of the Association, or such other office as may be established and ordered by the Board of Directors. The registered agent of the corporation shall be such individual as may be designated from time to time by the Board of Directors and registered with the State of Tennessee in accordance with applicable law.
Section 3. Seal. The Association shall have a corporate seal, circular in form and mounted upon a metal die, suitable for impressing the same upon paper and inscribed thereon the name of the Association, the date of incorporation and the words, "Corporate Seal, Nashville, Tennessee."
ARTICLE II -PURPOSES
Section 1. Purposes. The functions, objectives and purposes for which the Association is organized, and as specified in its Charter of Incorporation, shall include:
(a)To promote and foster member organizations including individuals, partnerships, corporations and associations, now or hereafter organized, owning or controlling cemetery lands or property and conducting the business of a cemetery in Tennessee.
(b) To promote industry improvement incidental to the establishment, maintenance, management, operation, improvement and conduct of a cemetery, the preparation of the premises for interment and the interment of the human dead, and the care, preservation and embellishment of cemetery property.
(c) To organize and encourage all cemeteries operating in the State of Tennessee to join together and cooperate to improve business conditions as a not-for-profit trade association.
(d) To eradicate unfair trade practices within the cemetery industry contrary to public interest, and to maintain therein uniform and fair usages, customs, practices and contracts.
(e) To develop public acceptance and understanding of cemetery operation and activities.
(f) To enter into agreements with its members and the members of associations of allied industries for the purpose of maintaining a uniform system of fair trade practices in the public interest.
(g) To aid and assist in the enforcement of federal and state legislation designed to prevent the use of unfair trade practices and the creation of monopolies.
ARTICLE III - MEMBERSHIP
Section 1. Eligibility and Classification. Every person, firm or corporation engaged in the operation of a registered cemetery for a period of one year in the State of Tennessee, subscribing to the purposes of the Association and agreeing to abide by its Charter and By-Laws shall be eligible for membership. A membership shall be issued to and held in the name of a cemetery and shall consist of and be classified as Active and Associate Members:
(a) Active Members shall be those persons designated and certified by a cemetery member to the Secretary-Treasurer of the Association to be the cemetery's representative to represent, vote, hold office and act for the cemetery in all affairs of the Association.
(b) Associate Members shall be persons affiliated with or employed by a cemetery member or a cemetery supplier doing business in Tennessee. A cemetery member may have any number of Associate Members.
Section 2. Application and Election. All applications for membership in the Association shall be made to the Secretary-Treasurer of the Association on a written form provided by the Association which shall contain information required by the Board of Directors and shall be accompanied by the written recommendation of an active member in good standing with the Association, and the first dues, as hereinafter provided. All applications shall be subject to the approval of an election by a majority of the board of directors at its next regular or called meeting of the Board of Directors.
Section 3. Transfer of Ownership. Whenever the ownership of an active member cemetery is transferred, the existing membership shall automatically terminate and a new application for membership shall be made by the cemetery. The Board of Directors shall, in its discretion, determine the eligibility and classification of the cemetery as an active or associate member.
Section 4. Privileges. Only active members shall have the privileges of voting and serving as officers and Directors of the Association. Associate members shall have the privilege of attending the meetings of the Association and speaking on matters of interest to the Association. In the event of multiple ownership and/or control of active members of the Association, by another member cemetery or non-member cemetery, the Board of Directors shall be vested with the power to determine and refuse voting privileges and eligibility for holding office of the member cemetery.
Section 5. Termination. Membership in the Association shall be terminated automatically upon:
(a) The resignation of a member,
(b) The revocation of a member's charter as provided by law, or
(c) Non-payment of dues as provided in Article IV of these By-Laws. Termination of membership shall also result from misconduct according to the procedures provided in Article X hereof.
ARTICLE IV - DUES
Section 1. Annual Dues. The annual dues for a cemetery member of the Association shall be $100 per year; except whenever cemetery members are under the same ownership, annual dues shall be $100 for the first, $80 for the second, $60 for the third and $40 for each additional. In addition, each cemetery member shall pay supplementary annual dues of $1 for each interment, cremation and/or entombment service fee collected during the preceding calendar year which shall not exceed the total amount of $150 per year per cemetery member. Dues of Associate Members and Suppliers shall be $50 per year. All dues shall be payable to the Secretary-Treasurer of the Association on or before March 15 of each year, and if dues are paid after that date the delinquent cemetery member shall pay a late charge equal to $25 with respect to annual dues and an additional $25 with respect to supplementary annual dues.
Section 2. Delinquency. Dues of members shall be delinquent if not paid by March 15 as aforesaid; however, a member shall continue to be in good standing with the Association through June 30 of the year of the delinquency. Upon its dues and late charges, or any part thereof, remaining delinquent after June 30, a member shall not be entitled to any privileges of membership, including voting in any election or participation in any program sponsored by the Association, unless and until such delinquency has been paid in full.
Section 3. Expulsion. If a member is delinquent in the payment of dues and/or late charges after December 31 of the year for which such dues and/or late charges are payable, such member shall be automatically expelled and its name removed from the membership roster of the Association by the Secretary-Treasurer. Any member expelled from membership because of non-payment of dues and/or late charges may be reinstated by making written application for reinstatement, which application must be accompanied by the payment of the equivalent amount of all delinquent dues and/ or late charges at the time of expulsion plus the current year's dues.
ARTICLE V - MEETINGS
Section 1. Annual Meeting. There shall be an annual meeting of the Association each year as ordered by the Board of Directors, for the election of officers and Directors, receiving reports, and the transaction of other business. Meetings shall be only open to active and associate members.
Section 2. Other Meetings. Special business meetings of the Association may be called by the President or by the President upon written request of nine (9) members. Only such business for which any special meeting may be called to consider shall be discussed and acted upon.
Section 3. Notice. Notice in writing of the time and place of all meetings of the Association shall be mailed to the membership by the Secretary-Treasurer no less than ten (10) days nor more than thirty (30) days in advance of a meeting.
Section 4. Quorum. Twenty-five (25%) of the total active members of the Association when present at any meeting shall constitute a quorum, and in case there is less than this number, the President may adjourn the meeting from time to time until a quorum is present.
Section 5. Voting. Each active member in good standing is entitled to one vote and must be present at a meeting. Each member cemetery shall notify the Secretary-Treasurer in writing of the name of the person to cast the vote of the member cemetery at any meeting. No proxy votes will be allowed with the single exception that member cemeteries will be permitted to change their voting representative at any time provided they do so in writing and the person so elected as their voting member be actively connected in the ownership or operating of such member cemetery and does not have the power of voting on behalf of another cemetery, so in no event will a person be permitted to cast more than one vote.
Section 6. Order of Business. The agenda at any regular meeting of the Association shall be as follows:
(a) Call to order
(b) President's report
(c) Secretary-Treasurer's report
(e) Unfinished business
(f) New business
(g) Election of Officers and Directors
(h) Miscellaneous matters
Section 7. Parliamentary Procedure. The usual parliamentary rules of order contained in "Roberts Rules of Order," except as otherwise provided herein, shall govern all meetings of the Association.
ARTICLE VI - BOARD OF DIRECTORS
Section 1. Number, Powers and Qualifications. The corporate powers, affairs, business, policies and property of the Association shall be exercised, conducted and controlled by a Board of Directors consisting of the Presidents, Secretary-Treasurer, and six (6) Directors elected by and from the membership of the Association.
Section 2. Terms of Office. Directors shall be elected and serve for a term of three (3) years, except that the first Directors elected after the adoption of these By-Laws shall be divided into three classes with terms of one, two and three years respectively, so that one-third shall serve for a term of one year, one-third for a term of two years, and one-third for a term of three years. No member of the Board of Directors who has served a two full three-year terms shall be eligible for re-election until at least one year shall have elapsed. Each Director shall hold office until the succeeding annual meeting of the Association or until his or her successor shall be elected and qualified.
Section 3. Meetings. The Board of Directors shall hold an annual meeting immediately following the annual membership meeting of the Association for the purposes of organization, and the consideration of any business which may properly be brought before the meeting. Regular meetings of the Directors shall be held at such times and at such places as the Board by resolution may determine. Special meetings of the Board may be called by the President or any three (3) Directors. The five (5) most immediate Past Presidents of the Association shall be invited and encouraged to attend meetings of the Board of Directors.
Section 4. Notice. Written notice of regular and special meetings shall be given at least three (3) days prior to the time set for the meeting. Conference calls shall be given at least a twenty-four (24) hours notice prior to the time set for the call.
Section 5. Quorum. A majority of the Directors and officers shall constitute a quorum of the Board at all of its meetings, and a majority of the members thereof shall be necessary for official action.
Section 6. Vacancies. In the event a vacancy occurs on the Board of Directors, such office shall be filled at the annual meeting of the Association.
ARTICLE VII - OFFICERS
Section 1. Number, Election and Term. The officers of the Association shall be a President, President-Elect, Vice-President, and a Secretary-Treasurer. The officers shall be elected by and from the membership of the Association at its annual meeting. All officers shall hold office for a term of two (2) year or until their respective successors have been duly elected and qualified.
Section 2. President. The President shall be the principal executive officer of the Association and shall in general supervise and control all of the business and affairs of the Association. He shall preside at all meetings of the Association and of the Board of Directors; execute, along with the Secretary-Treasurer, all conveyances, notes, contracts, or other instruments authorized by the Board of Directors; appoint all committees and the Chairman thereof, as provided in these By-Laws, serve as an ex officio member of all standing committees; and perform and discharge all duties incident to the office of the President and such other duties as may be assigned to him by the Board of Directors.
Section 3. President-Elect. The President-Elect shall perform the duties of the office of President in the absence of the President or in case of his inability to act, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.
Section 4. Vice-President. The Vice-President shall perform the duties of the office of President in the absence of the President-Elect or in case of his inability to act, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.
Section 5. Secretary-Treasurer. The Secretary-Treasurer shall keep the minutes of meeting of the Association and of the Board of Directors and record them in a bound minute book provided for that purpose; see that all notices are duly given in accordance with these by-laws; be custodian of the corporate records, the Charter of Incorporation, by-laws and seal of the Association, attest all documents, the execution of which have been duly authorized by the Board of Directors according to these by-laws; supervise the keeping of the membership roster of Active and Associate Members, have charge and custody of and be responsible for all funds and securities of the Association; receive and give receipts for all moneys due and payable to the Association from any source whatsoever; deposit all such moneys in the name of the Association in such banks or depositories as shall be designated by the Board of Directors, prepare and render an annual report to the Association, and whenever called for by the Board of Directors, an account of all transactions as Secretary-Treasurer and the financial condition of the Association; and in general perform all duties incidental to the office of Secretary-Treasurer and such other duties as may be assigned by the Board of Directors.
Section 6. Vacancies. Any vacancy occurring in any office because of death, resignation, disqualification or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term.
Section 7. Bonding. The Board of Directors shall require, at the expense of the Association, a good and sufficient surety bond from the Secretary-Treasurer and any other officer, employee or agent which the Directors deem advisable for the faithful performance of their duties.
Section 8. Compensation. The officers of the Association shall receive no compensation by virtue of their office. The membership may, however, compensate officers, Directors or employees for their services as such, separate and apart from expenses, when the membership in its discretion deems such officer, Director or employee's duties and responsibilities justify such action.
ARTICLE VIII - ELECTIONS
Section 1. Nominations. Nominations for officers and Directors shall be made by one or more active members of the Association eligible to vote.
Section 2. Balloting. Any member in good standing shall be eligible to receive a ballot at the annual meeting of the Association.
Section 3. Elections. All ballots cast in any election shall be counted by any three (3) Directors of the Association designated by the President. After properly counting the ballots, the results of the election shall be certified by the designated Directors. The candidates receiving the highest number of votes for a particular office shall be declared elected. In the case of a tie vote, the issue shall be decided by a second ballot of all members present.
ARTICLE IX - COMMITTEES
Section 1. Appointment, Number and Term. The committees of the Association shall be standing or special, consisting of no less than three (3) members, the Chairman and members of which shall be appointed by the President upon approval by a majority of the Board of Directors to service for a term of one (1 ) year. These committees shall be under the control of the Board of Directors and shall have charge of such duties as may be assigned to them by the Directors.
Section 2. Standing Committees. The Association shall have the following standing committees:
(a) Convention Committee
(b) Finance Committee
(c) Ethics Committee
(d) Legislative Committee
(e) Membership Committee
(f) By-Laws Committee
(g) Nominations Committee - composed of the current President and four (4) most recent available Past Presidents.
Each one of the six (6) Directors shall chair one of the first six (6) committees. All findings, reports and recommendations of committees shall be reported to the Board of Directors.
Section 3. Special Committees. The President, with the approval of the Board of directors, may at any time appoint other committees on any subject for which there are no standing committees.
Section 4. Committee Quorum. A majority of any committee of the Association shall constitute a quorum for the transaction of business, unless any committee shall, by majority vote of its membership, decide otherwise.
ARTICLE X - GRIEVANCES AND MISCONDUCT
Section 1. Enforcement. In the event that any member is guilty of gross misconduct, or if any member should knowingly violate any of the provisions of these By-Laws, it shall be subject to censure, suspension, or expulsion as a member of the Association.
Section 2. Complaints. A complaint against a member must be made by a member in writing to the President. On receipt of such a complaint it shall be his duty to make a complete investigation of the complaint and report his findings to the Board of Directors. If the circumstances warrant such a course, the Board of Directors shall endeavor to bring about a correction of the practice or an adjustment of the difficulty without preferring charges against the accused member.
Section 3. Hearing. If in the option of the Board of Directors, the evidence warrants the filing of charges, it may, by majority vote, prefer charges against the accused member and shall notify the accused member by certified mail of the charges and conduct a hearing. The Directors shall fix a place and a date for the hearing, provided the date of the hearing shall be no sooner than ten (10) days from the date of notice. In the conduct of the hearing the Board of Directors shall give the accused an opportunity to be heard and to offer evidence in his defense. The complainant may also be heard and his evidence considered by the Directors.
Section 4. Findings. Upon completion of the hearing, the Board of Directors, at its discretion, shall report its findings and recommendations to the Association as follows:
That the charges are sustained and the accused be
(b) suspended for a definite period of time, or
Section 5. Penalties. Censure or suspension shall require a two-thirds (2/3's) vote of the membership present and voting at a meeting of the Association, and three-fourths (3/4’s) vote of those members present and voting shall be required to expel a member. The accused member shall not be permitted to vote on any issues before the Association involving him. No action shall be taken by the Association in such cases until at least four (4) weeks have elapsed from the filing of the charges.
Section 6. Reinstatement. A member suspended for a definite time shall be automatically reinstated at the expiration of the time without action on his part, or on the part of the Association. Members expelled from this Association for any cause shall be eligible for readmittance to membership one year from the date of expulsion by making application for membership and receiving approval of three-fourths (3/4's) of the members present and voting.
ARTICLE XI - FISCAL AFFAIRS
Section 1. Fiscal Affairs. The fiscal year of the Association shall be such twelve (12) month period as may be established by resolution of the Board of Directors.
Section 2. Contracts. The Board of Directors may authorize any officer or officers or agent of the Association to enter into any contract or execute and deliver any instrument in the name of an on behalf of the Association and such authority may be general or confined to specific instances.
Section 3. Books and Records. The Association shall keep correct and complete books and records of its accounts, meetings and the proceedings of the Association and Board of Directors. There shall be an annual audit of the financial records of the Association in such manner as directed by the Board of Directors.
Section 4. Checks, Drafts, etc. All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers as from time to time may be determined by the Board of Directors. In the absence of such determination by the Board of Directors, such instrument shall be signed by the Secretary-Treasurer.
Section 5. Deposits. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks or other depositories as the Board of Directors may select.
Section 6. Gifts and Contributions. The Board of Directors may accept on behalf of the Association any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Association.
ARTICLE XII - AMENDMENTS
These By-Laws may be altered, amended or changed by an affirmative vote of two-thirds (2/3's) majority of the members present and voting or by a majority vote of the members of the Association voting after twenty (20) day's notice by ballot, supervised and counted at any regular meeting of the Association or a special meeting called for that purpose, provided a full statement of any proposed amendment shall have been published in the notice calling the meeting.
The undersigned, being the duly elected and Acting Secretary-Treasurer of the Cemetery Association of Tennessee, certifies that the foregoing Re-Stated By-Laws of the Cemetery Association of Tennessee were duly adopted by the members of the Association, pursuant to notice, at the annual meeting of the members of the Association held June 22, 2008.