ARTICLE I.
Name
Section 1. The name of this Association shall be NEW YORK STATE ASSOCIATION OF CEMETERIES, Inc.
ARTICLE II.
Goals
Section 1. To promote the advancement of practical knowledge in the operation and maintenance of cemeteries, to create and maintain high ethical standards in the conduct of cemetery administration, and to secure the advantages to be obtained by mutual cooperation.
ARTICLE III.
Meetings
Section 1. The Annual meeting and conference of the Association shall be held each year, at such time and place, as the Board of Directors shall determine. The meeting shall take place in the State of New York. No more than two consecutive meetings shall take place outside the State of New York. Ten days notice by mail, of the time and place of such meeting shall be given to each member, registered member representative, and associate member and supplier member.
Section 2. Special meeting of the Association may be called by the President, upon request of five or more directors or officers, on ten days’ notice by mail or three days notice by telegram. The notice of the meeting shall state the place, time and purpose of the meeting and no other business shall be transacted thereat.
ARTICLE IV.
Membership
Section 1. Any not-for-profit, religious or other corporation or association, whether organized under general or special law, directly engaged in the operation of a cemetery within the State of New York, may become a member of this Association. Each member shall designate a person to represent it in all matters pertaining to the Association, and shall file such designation with the Secretary. Such individual shall be known as the registered member representative. Each member shall be entitled to cast one vote at all annual, regular or special meetings of the Association, and such vote shall be cast only by the registered member representative or by such person as he shall designate by proxy in writing, filed with the Secretary.
Section 2. False Application. No one shall be a member of the New York State Association of Cemeteries who gives false information on his application blank. The wording of the membership application and the information to be required shall be approved by the Board of Directors.
Section 3. There shall be a class of membership known as associate membership. An Associate member shall be a person in good standing whose interest is to advance the dignity and usefulness of the New York State Cemeteries, or any individual formerly engaged in cemetery work but who is not presently engaged therein. An associate member shall be eligible to hold office or serve on committees. He shall enjoy all rights, benefits and privileges extended to his class by the Board of Directors. A registered member representative can have as many associate members as he may, from time to time, designate but each cemetery may have only one registered member representative.
Section 4. There shall be a class of members known as supplier members. These members shall not be eligible to vote at any meetings of this Association. Supplier members shall come from firms which supply the cemetery industry.
Section 5. The Board of Directors may, at its discretion, designate honorary or “emeritus” members of this Association. These members shall not have the privilege of voting and shall not pay dues.
*Section 6. There shall be a class of members known as Contributing Members. These members shall be those who contribute financially to this Association, but do not wish the membership and voting privilege outlined in Article IV. - Section 1. A membership application in this category must be approved by the Board of Directors. The dues of this member shall consist of a contribution to this Association and shall not be subject to the provisions of Article V. - Section 1.
ARTICLE V.
Dues
Section 1. The annual dues of registered member representatives and associate members shall be graduated according to the number of interments, including the permanent disposal of cremated remains made during the last calendar or fiscal year, as the case may be in their respective cemeteries. The schedule of dues shall be determined by the Board of Directors and be similarly ratified by the membership.
Section 2. An applicant, upon election to membership in this Association, assumes all responsibility for the payment of dues, and failure to pay such dues shall constitute grounds for the Board of Directors to declare such membership suspended. Any registered member representative, associate member, or supplier member whose dues are more than six months in arrears, shall cease to be a member of the Association, unless otherwise ordered by the Board of Directors. A member suspended for nonpayment of dues can renew membership application upon payment of his dues.
Section 3. Commencing with the year 1958, the fiscal and membership year of the Association shall commence January 1st in each year and end December 31st in the same year.
ARTICLE VI.
Board of Directors
Section 1. The Board of Directors shall consist of all elected officers of the Association, who shall serve during their respective terms of office as such officers, the retiring President who shall serve as a director for one year and nine registered member representatives or associate members or either or both, one-third of whom shall be elected at the annual meeting in each year for a term of three years by the votes of a majority of the registered member representatives, or their proxies, cast thereat. Whenever any director shall have been absent from two consecutive meetings of the Board, the Board of Directors, may at its option, declare the office of such director vacant. Any vacancy in the Board of Directors occurring through any cause shall be filled for the unexpired portion of the term of the individual whose office has become vacant by a majority vote of the remaining directors at any special or regular meeting of the Board of Directors.
Section 2. The annual meeting of the Board of Directors shall be held without notice immediately after the adjournment of the annual meeting of the Association each year, and special meetings at such times and place as may be specified in the notice of meeting.
Section 3. Eight members of the Board of Directors shall constitute a quorum for the transaction of any business.
Section 4. Special meetings of the Board of Directors may be called by the President at any time, and shall be called by him or by any other officer on the written request of any two or more officers or directors. Ten days notice by mail, or two days notice by telegraph shall be given of all special meetings of the Board of directors.
Section 5. Notice of meeting of the Board may be waived in writing or by telegram.
Section 6. The expenses of officers, members of the Board of Directors, Executive Committees and members of any other Committees appointed by the Board of Directors or Executive Committee, incurred in connection with the performance of their official duties except such as are performed at the time and place of the annual meeting and convention of this Association, shall be defrayed by the Association, as shall also be the expenses of any other person invited by the President to attend any Board, Annual, or Committee Meeting. These expenses shall be approved by the President before payment is made. Expenses of the President shall be approved by the First Vice-President.
Section 7. Effective with the Annual Meeting of 1965, the term of office of the Board of Directors of the Association shall begin at the first Directors meeting after their election and end when their successors take office.
Section 8. Any action required or permitted to be taken by the Board of Directors or any committee of the Association may be taken without a meeting if all members of the Board of Directors or the committee consent in writing to the adoption of a resolution authorizing the action and such resolution and the written consent of the members of the Board of Directors or committee shall be filed with the minutes of proceeding of the Board of Directors or such committee. Members of the Board of Directors or any committee of the Association may participate in a meeting of such Board of Directors or committee by means of a conference telephone at which all persons participating in the meeting shall be able to hear each other at the same time. The expense of the conference call be borne by the Association. The provisions of this subsection 8-(1) & (2) are in accordance with Section 78 (b) & (c) of NPCL of State of New York.
ARTICLE VII.
Officers
Section 1. The officers of the Association shall be a President, a First Vice-President, a Second Vice-President, a Secretary, and a Treasurer, elected from among the registered member representatives or associate members, or either or both, annually by a majority vote of the registered member representatives or their proxies present at the annual meeting and convention of the Association for a term of one year. The offices of Secretary and Treasurer may be held by the same person.
Any vacancy in the office of any officer occurring through any cause, may be filled for the unexpired portion of the term of the individual whose office has become vacant, by a majority vote of the Board of Directors, at any annual or special meeting of the Board of Directors.
Section 2. The President shall preside at all meetings of the Association and of the Board of Directors. He shall be the Chairman of the Executive Committee and a member ex-officio of all committees, and shall perform such duties as are necessarily incident to his office.
Section 3. In the absence or disability of the President, his duties shall be performed by the First Vice-President.
Section 4. The Secretary shall attend all the meeting of the Association, of the Board of Directors, and the Executive Committee, and shall keep a record of all the transactions at the meetings, in a book belonging to the Association and to be kept for that purpose. He shall keep the membership roll, see that proper notice is given of all meetings of the Association, of the Board of Directors, and of the Executive Committee and shall be the custodian of the corporate records and seal, and shall perform such other duties as may be required by the Board of Directors.
Section 5. The Treasurer shall keep an account of all moneys received and expended for the use of the Association. He shall deposit all sums received, in the name of the Association, in a bank or trust company approved by the directors. He shall give a bond in amount and with surety satisfactory to the directors, expense of such bond to be borne by the Association. He shall render a statement of accounts at each annual meeting of the Association and to the Board of Directors and Executive Committee when so requested. His accounts shall be annually audited by a Certified Public Accountant. In case of absence or disability of the Treasurer, the Executive Committee may appoint a Treasurer pro tem.
ARTICLE VIII.
Committees
Section 1. The Board of Directors may appoint annually two of their members who, together with all the elected officers, all of whom shall constitute an Executive Committee. Such committee, if appointed, shall have all of the powers of the Board of Directors in the management of the business and affairs of the Association during the intervals between meeting of the Board of Directors. Four members shall constitute a quorum. The Executive Committee shall have power to appoint special committees to consider any subject and to perform any non-discretionary acts which the Board of Directors could perform.
Section 2. The Board of Directors shall have the power to appoint all committees, which in their judgement may be deemed necessary for the best interest of the members and the Association, and to delegate duties thereto.
Section 3. There shall be a Nominating Committee to consist of the five persons who were most recently Presidents of the Association actively engaged in cemetery work in New York State, the most recent incumbent to be the chairman of the committee. Which shall prepare and send to each member, at least 15 days before the annual meeting and convention, a list of persons nominated by it for officers and directors to be voted upon at the annual meeting, which list shall include as many nominees as there are officers and directors to be elected, but any other registered member representative or associate member eligible to hold office may be nominated by filing a nomination petition signed by at least ten registered member representatives or associate members, or either or both, in good standing with the Secretary of the Association.
ARTICLE IX.
Resignations
Section 1. Any member may withdraw from the Association after payment of all dues owed by any of its registered member representatives and by the associate members accredited to it, by giving written notice of its resignation to the Secretary, and such written resignation shall operate as a release and assignment to the Association of all pecuniary interest in the Association’s assets. The resignation of a member shall also automatically constitute the resignation of all its registered member representatives and all associate members accredited to it. A registered member representative or associate member, as the case may be, may withdraw from the Association after payment of all dues owed by him by giving like written notice.
Section 2. Should a resignation not be given to the Secretary prior to January 1st in any year, the registered member representative or the associate member, as the case may be, shall be liable for the dues of the ensuing year.
Section 3. If any member, registered member representative, associate member, or supplier member shall be charged in writing, addressed to the Secretary of the Association by any member of the Association in good standing with conduct injurious to the good order, welfare and interest or character of the Association, or with acts inimical to the interests of the Association and tend to discredit it, or with acts at variance with the requirements of the Charter, Constitution and By-Laws or rules of this Association or if the Board of Directors shall be cognizant of such conduct or acts and prefer charges, the Board of Directors shall thereupon inform the member registered member representative, associate member, or supplier member so charged in writing; and if, after giving the member or person so charged an opportunity to be heard, the Board of Directors shall be satisfied of the truth of the charges and that the charges demand such action, it may proceed to suspend such member, registered member representative or associate member for a period of not exceeding six months, or it may request such member, registered member representative or associate member to resign, and if such member, registered member representative or associate member declines to resign, the Board of Directors may expel it or him, as the case may be. The vote of two-thirds of the entire Board of Directors shall be required to suspend or expel a member, registered member representative or associate member.
ARTICLE X.
Quorum
Section 1. A quorum at any meeting of the Association shall be one hundred votes or one-tenth (1/10) of the total number of votes entitled to be cast, whichever is lesser, of the registered member representatives or their proxies. However, the members present may adjourn the meeting despite the absence of a quorum.
New York State Association of Cemeteries Bylaws
ARTICLE XI.
Amendments
Section 1. The Constitution and By-Laws may be amended or revised at any annual or special meeting of the Association, provided the notice of the meeting mentions the proposed amendment to the Constitution and By-Laws as among the objects of the meeting.
ARTICLE XII.
Indemnification
Section 1. Any person made, or threatened to be made, a party to any action or proceeding, whether civil or criminal, by reason of the fact that such person, such person’s testator or intestate, is or was an officer of the Association or a member of its Board of Directors, or serves or served in any capacity at the request of the Board of Directors shall be indemnified by the Association, and the Association may advance such person’s related expenses, to the full extent permitted by law.