BY LAWS of ACACIA PARK CEMETERY ASSOCIATION
(An Ohio Not for Profit Corporation)
The name of the organization is ACACIA PARK CEMETERY ASSOCIATION. The organization was formed under the laws of the State of Ohio on March 7, 1927, Charter Number 125380 and has not been formed for the making of any profit or personal financial gain. The assets and income of the organization shall not be distributable to, or benefit the trustees, directors, or officers or other individuals. The assets and income shall only be used to promote corporate purposes described below. Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the organization. This organization shall not carry on any other activities not permitted to be carried on by an organization exempt from state or federal income taxes. The organization is organized exclusively for purposes set forth in section 501(c)(13) of the Internal Revenue Code.
ARTICLE I. PURPOSES OF THE CORPORATION
As set forth in the Articles of Incorporation, the ACACIA PARK CEMETERY ASSOCIATION is organized exclusively for cemetery purposes. These purposes include:
Acquiring land, by purchase or otherwise, for cemetery and mausoleum purposes, improving, maintaining and beautifying the same, owning and operating the cemetery and mausoleum, the sale and lease of cemetery lots and mausoleum spaces, and receiving, holding and managing funds and property for the endowment, maintaining or improvement thereof and the doing of all things necessary or incident thereto.
ARTICLE II. OFFICES
The principal office of ACACIA PARK CEMETERY ASSOCIATION shall be located at 1880 SOM Center Road, Mayfield Heights, Cuyahoga County, Ohio.
ARTICLE III. MEMBERS
The lot owners of grave sites in ACACIA PARK CEMETERY ASSOCIATION shall be its members. To be a lot owner the person must be a Master Mason or Eastern Star, in good standing in a body recognized by the Grand Lodge F. & A.M. of Ohio or a member of his or her immediate family or have a traceable family member who was a Master Mason or Eastern Star.
ARTICLE IV. BOARD OF TRUSTEES
4.01 Power of the Board. The affairs of ACACIA PARK CEMETERY
ASSOCIATION shall be managed by the Board of Trustees. Trustees must be residents of the State of Ohio and be a Master Mason or Eastern Star, in good standing in a body recognized by the Grand Lodge F. & A.M. of Ohio.
4.02 Number of Trustees. The number of Trustees of ACACIA PARK
CEMETERY ASSOCIATION shall be not less than five (5) or more than fifteen (15). The number of Trustees may be increased or decreased from time to time by amendment to the Bylaws. No decrease shall shorten the term of any incumbent Trustee nor shall the number of Trustees be decreased at any time to less than five (5) members.
4.03 Election and Term of Trustees.
(a) The first Board of Trustees of the corporation shall consist of those persons named in the Articles of Incorporation. Such persons shall hold office until the first annual election of Trustees.
(b) Election of Board Members/Trustees shall occur at each annual meeting of the Board of Trustees. The terms of Trustees shall be staggered. Initial Board Members/Trustees shall serve staggered terms of one, two and three years. Thereafter, Board Members/Trustees shall be elected to and serve three (3) year terms with approximately one-third (1/3) of the Trustees elected at each annual meeting. Each Trustee shall hold office until the annual meeting when his/her term expires or until his/her successor has been elected and qualified.
Trustees must reside in the within the State of Ohio and be a Master Mason or Eastern Star, in good standing in a body recognized by the Grand Lodge F. & A.M. of Ohio.
Vacancies shall be filled by majority vote of the remaining members of the Board of Trustees for the unexpired term. A Trustee elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office and shall serve until the annual meeting when his/her term expires or until his/her successor is elected and qualified.
4.06 Removal of Trustees.
A Trustee may be removed by a majority vote of the Board of Trustees, at any regularly scheduled or special meeting of the Board of Trustees, whenever in its judgment the best interests of the Corporation would be served thereby.
Except as otherwise required by law, a Trustee may resign from the Board at any time by giving notice in writing to the Board. Such resignation shall take effect at the time specified in said notice and, unless otherwise specified in said notice, no acceptance of such resignation by the Board shall be necessary to make it effective.
4.08 Quorum of Directors and Action by the Board.
Unless a greater proportion is required by law, a majority of the Trustees then in office shall constitute a quorum for the transaction of business. If a quorum is present at the commencement of a meeting, a quorum shall be deemed present throughout such proceedings. Except as otherwise provided by law or by the Articles of Incorporation or these Bylaws, the act of a majority of the Trustees present at a meeting, at which a quorum is present, shall be the act of the Board. Notwithstanding the foregoing, it shall take the affirmative vote of three fourths (3/4) of the Trustees then in office to authorize the sale of any real property owned by the Corporation.
4.09 Meetings of the Board.
(a) Meetings of the Board of Trustees, regular or special, may be held at such place within the State of Ohio and upon such notice as may be prescribed by resolution of the Board of Trustees.
(b) An annual meeting shall be held once a year at a time and location set by the Board of Trustees. The Board shall hold at least four (4) regular meetings a year, but may meet more frequently if circumstances require.
(c) A Trustee’s attendance at any meeting shall constitute waiver of notice of such meeting, excepting such attendance at a meeting by the Trustee for the purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.
(d) Neither the business to be transacted at, nor the purpose of, any regular meeting or special meeting of the Board of Trustees need be specified in the notice or waiver of such meeting.
4.10 Informal Action by Trustees; Meetings by Conference Telephone.
(a) Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken by the Board may be taken without a meeting if a majority of the Trustees consent in writing through mail, fax or by e-mail to the specific adoption of a resolution authorizing the action. The resolution and the written consents thereto by the Trustees shall be filed with the minutes of proceedings of the Board.
(b) Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any or all Trustees may participate in a meeting of the Board or a committee of the Board by means of a conference telephone call or by any means by which all persons participating in the meeting are able to communicate with one another, and such participation shall constitute presence in person at the meeting.
Each Trustee shall have one vote. All voting at meetings shall be done personally and no proxy shall be allowed.
Trustees shall not receive any compensation from the ACACIA PARK CEMETERY ASSOCIATION, for services rendered to the Corporation as members of the Board, except that Trustees may be reimbursed for expenses incurred in the performance of their duties to the Corporation in reasonable amounts based on policies approved by the Board.
Each Board member is expected to communicate with the Chairman or President in advance of all Board meetings stating whether or not he or she is able to attend or participate by telephone or other agreed-upon means of communication. Any Board member who is absent from three (3) successive Board meetings, without excuse, or fails to participate for a full year shall be deemed to have resigned due to non-participation and his/her position shall be declared vacant, unless the Board affirmatively votes to retain that Trustee as a member of the Board.
ARTICLE V. COMMITTEES
5.01 Committees of Trustees.
The Board of Trustees, by resolution adopted by a majority of the Trustees in office, may designate and appoint one or more committees, each consisting of two or more Trustees, to carry out those specific duties or tasks assigned to such committee(s) by the Board. Such committee(s) shall have and exercise only that specific authority assigned or granted to it/them by the Board. However, no committee shall have the authority to amend or repeal these By Laws, elect or remove any officer or trustee, adopt a plan of merger, authorize the sale of any property of the Corporation or cause the voluntary dissolution of the Corporation.
5.02 Executive Committee.
Between meetings of the Board of Trustees, on-going oversight of the affairs of the Corporation may be conducted by an Executive Committee, the membership of which shall include the officers of the Board.
5.03 Finance/Audit Committee.
The Finance/Audit Committee is responsible for ensuring ACACIA PARK CEMETERY ASSOCIATION’S financial statements and procedures are evaluated to determine that adequate fiscal controls and procedures are in place and that the Corporation is in good financial health. The Treasurer of the Board shall always be a member of the Finance/Audit Committee.
5.04 Other Committees and Task Forces.
The Board of Trustees may create and appoint members to such other committees and task forces as they shall deem appropriate. Such committees and task forces shall have the power and duties designated by the Board of Trustees and shall give advice and make non-binding recommendations to the Board.
5.05 Term of Office.
Each member of a committee shall serve for one year or until the next annual meeting of the Board of Trustees and until a successor is appointed, unless the committee is sooner dissolved.
Vacancies in the membership of committees may be filled by the Chairman of the Board.
Each committee and task force may adopt rules for its meetings not inconsistent with these Bylaws or with any rules adopted by the Board of Trustees.
ARTICLE VI. OFFICERS, AGENTS AND EMPLOYEES
The Board of Trustees of the Corporation shall elect, at minimum, the following officers: Chairman; Vice-Chairman; President/CEO; Secretary; and Treasurer. Officers, except for the President of the Association, shall not receive any salary. All officers, except for the President of the Association, must be Trustees of the Corporation. Any two offices may be held by the same person, except that the Chairman may not hold another office.
6.02 Term of Office.
The officers of the Corporation shall be elected for one-year terms at the regular annual meeting of the Board of Trustees. Vacancies may be filled or new offices created and filled at any meeting of the Board. Each officer shall hold office until a successor shall have been duly elected or appointed and qualified.
Any officer may be removed by a majority vote of the Board of Trustees in office whenever, in the Board’s judgment, the best interests of the Corporation will be served thereby.
6.04 Resignation from Office.
Officers may resign at any time by providing written notice to the Chairman. Such resignation shall take effect at the time specified in said notice and, unless otherwise specified in said notice, no acceptance of such resignation by the Board shall be necessary to make it effective.
6.05 Powers and Duties.
The powers and duties of the officers of the Corporation shall be as follows:
(a) Chairman: The Chairman shall preside at the meetings of the Board of Trustees. In the absence of paid staff, the Chairman shall ensure the supervision and administration of the business and affairs of the Corporation. The Chairman, as well as any other proper officer or staff person of the Corporation authorized by the Board of Trustees, may sign any deeds, bond, mortgages, or other instruments and enter into agreements necessary to carry out the missions and programs of the Corporation, except where these Bylaws or policies adopted by the Board require the signature of some other officer or agent of the Corporation. The Chairman shall communicate to other officers or to the Board of Trustees such matters and make such suggestions as may in her/his opinion tend to promote the prosperity and welfare of the Corporation, and, subject to the supervision of the Board of Trustees, shall perform all duties customary to that office.
(b) Vice-Chairman: In case of the absence of the Chairman, or of her/his inability from any cause to act, the Vice-Chairman shall perform the duties of that office representing the organization within and outside the community.
(c) President/CEO: The President/CEO shall oversee and be responsible for the administration of the day to day operation of the Corporation including maintaining the financial records of the Corporation. The President/CEO shall hire, direct and discharge all other agents and employees of the Corporation. Further, the President/CEO shall have such other authority and perform such other duties as may be required, from time to time, to carry out the operations of the Corporation or as may otherwise be delegated or assigned by the Board of Trustees.
(d) Secretary: The Secretary shall be responsible for keeping an accurate record of all meetings of the Board of Trustees, see that all notices are duly given in accordance with these Bylaws or as required by law, maintain official records of the organization, and in general perform all duties customary to the office of Secretary and such other duties as, from time to time, may be assigned by the Chairman or by the Board. The Secretary shall have custody of the corporate seal of the Corporation, if any, and shall have the authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his/her signature. The Board of Trustees may give general authority to any officer to affix the seal of the Corporation, if any, and to attest the affixing by his/her signature.
(d) Treasurer: The Treasurer shall be responsible for financial oversight, including keeping all appropriate fiscal records and ensuring that all funds are recorded, spent and monitored consistent with funder requirements, legal requirements and sound financial management.
The Corporation may pay compensation in reasonable amounts to agents and employees, including the President, for services rendered to the Corporation. The Board shall determine the level of compensation of the President and shall approve compensation guidelines for all other categories of employees. The Board may require any of its officers, agents, or employees to be bonded for the faithful performance of his/her/their duties.
ARTICLE VII. MISCELLANEOUS
7.01 Fiscal Year.
The fiscal year of the Corporation shall be the calendar year or unless another period as may be fixed by the Board of Trustees.
7.02 Corporate Seal.
The Corporation shall adopt a corporate seal.
7.03 Contracts and Other Documents.
The Board of Trustees may authorize the Chairman, President or Secretary, individually, to enter into contracts or to execute and deliver other documents or instruments on the Corporation’s behalf. Such authority may be invested in other officers or agents of the Corporation, from time to time, for specific purposes as authorized by the Board of Trustees.
The Board of Trustees may authorize the Chairman, President or the Secretary to accept on behalf of the Corporation any contribution, gift, bequest or devise for the purpose of acquiring, maintaining and operating any property to carry out the purposes of this Corporation.
7.05 Checks, Drafts, Loans, Etc.
All checks, drafts, debit cards or other orders for the payment of money or the signing of acceptances, notes or other evidences of indebtedness issued in the name of ACACIA PARK CEMETERY ASSOCIATION shall be signed by such officer or officers of the Corporation and in such manner as shall be, from time to time, determined by the Board of Trustees. In the absence of such determination, such instrument shall be signed by the either the Chairman, President or Treasurer except that disbursements over a specific amount to be set by the Board, from time to time, shall be considered “special disbursements” and must be approved in advance by the Board of Trustees.
All funds of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Trustees may, from time, so select and designate.
7.07 Books and Records to be kept.
The Corporation shall keep at its registered office in the State of Ohio: (1) correct and complete books and records of account; (2) minutes of the proceedings of the Board of Trustees and any committee having any of the authority of the Board; and (3) a record of the names and addresses of the Board members entitled to vote. All books and records of the Corporation may be inspected by any Board member having voting rights, or his/her agent or attorney, for any proper purpose, at any reasonable time.
7.08 Amendment of the Articles and Bylaws.
The Articles of Incorporation and the Bylaws of the Corporation may be adopted, amended or repealed by an affirmative vote of three quarters (3/4) of the Trustees then in office, provided that at least ten (10) days written notice has been given each member of the Board of the intention to adopt, amend or repeal the Articles of Incorporation or the Bylaws.
7.09 Loans to Directors and Officers.
No loans shall be made by the Corporation to its Trustees or officers.
7.10 Indemnification and Insurance.
(a) Unless otherwise prohibited by law, the Corporation shall indemnify any trustee or officer or any former trustee or officer or any person who may have served at the Corporation’s request as a trustee or officer of another Corporation, whether for profit or not-for -profit and may, by resolution of the Board of Trustees, indemnify any employee against any and all expenses and liabilities actually and/or necessarily incurred by him/her or imposed on him/her in connection with any claim, action, suit or proceeding (whether actual or threatened, civil, criminal, administrative or investigative, including appeals) to which he/she may be or is made a party by reason of being or having been such trustee, officer or employee, subject to the limitation, however, that there shall be no indemnification in relation to matters as to which he/she shall be adjudged in such claim, action, suit or proceeding to be guilty of a criminal offense or liable to the Corporation for damages arising out of his/her own negligence or misconduct in the performance of a duty to the Corporation.
(b) Amounts paid in indemnification of expenses and liabilities my include, but shall not be limited to: (1) counsel fees, other fees, costs or disbursements; and (2) judgments, fines, penalties against, and amounts paid in settlement by, such trustee, officer or employee. The Corporation may advance expenses to said trustee or officer or where appropriate may itself, at its expense, undertake the defense of any trustee, officer or employee; provided, however, that such trustee, officer or employee shall undertaker to repay or to reimburse such expense if it should ultimately be determined that he/she is not entitled to Indemnification under this Article.
(c) The provisions of this Article shall be applicable to claims, actions, suits or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after adoption hereof.
(d) The indemnification provided by this Article shall not be deemed exclusive to any other rights to which such trustee, officer, or employee may be entitled under any statute, bylaw, agreement or vote of the Board of Trustees or otherwise and shall not restrict the power of the Corporation to make any indemnification permitted by law.
(e) The Board of Trustees may authorize the purchase of insurance on behalf of any trustee, officer, employee or other agent against any liability asserted against or incurred by him/her which arises out of such person’s status as a trustee, officer, employee or agent or out of acts taken in such capacity, whether or not the Corporation would have the power to indemnify the person against that liability under law.
(f) If any part of this Article shall be found in any action, suit or proceeding to be invalid or ineffective, the validity and effectiveness of the remaining parts shall not be affected.