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California Association of Public Cemeteries

 

 

 

 

 

 

By-Laws
BY-LAWS OF THE CALIFORNIA ASSOCIATION
OF PUBLIC CEMETERIES, INC.
As Amended March 19, 2016
 
Article 1. Name.
The name of this Association is the California Association of
Public Cemeteries Inc.
 
Article II. Objects. The objects of this Association are to promote cooperation among those directly and indirectly concerned with and interested in the operation of public cemeteries and related subjects, to stimulate the development of improved methods and procedures, to disseminate information in relation thereto, to publish or cause to be published a minimum of one Newsletter per quarter, to be distributed to all members, and to foster the education of the governing boards and administrative personnel of public cemeteries in better methods of operation and matters of mutual interest.  

Article III. Membership
Section 1.
Membership in this Association will consist of four classes: Corporate Members, Associate Members, Sustaining Members and Honorary Members.

Section 2.
Corporate Members will be cemeteries owned and operated by a city, county, city and county, or public cemetery district, within the State of California. Each Corporate Member will have one vote, to be cast by its designated representative.

Section 3.
Associate Members will be individuals, agencies or other organizations interested in or concerned with public cemeteries. Associate Members have no vote in this Association.

Section 4.
Sustaining Members will be those individuals or organizations who desire to contribute to the furtherance of the public cemetery program through this Association. Sustaining Members have no vote in this Association.

Section 5.
Honorary Members will be any individual who has performed outstanding service in the interest of public cemeteries, benefiting public cemeteries statewide in the State of California, and has been an active member of CAPC for at least five years attending most meetings and functions.
Nomination for Honorary Membership must be made to the Board of Directors of the Association at least 120 days before the annual meeting by three or more Associate or Corporate Members Board of Directors. Nominations by Corporate Members shall be by Board Resolution signed by the Chair of the Board of Trustees of the nominating agency.
Nominations Committee chair shall appoint a three-person committee (including themselves) representing the North, Central and Southern regions to review applications and forward the names of eligible nominees to the Board of Directors for majority approval prior to the annual meeting.

1. Appointments will be announced at the annual meeting with appropriate honors.
2. Honorary Members have no vote in the Association and pay no dues.

Section 6.
At all meetings of this Association all members, irrespective of type of membership, will be permitted to take part in the discussion proceedings.
 
Article IV. Board of Directors.
Section 1.
The Board of Directors shall consist of ten members.

Section 2.
At the time of his/her nomination and election each nominee for the Board of Directors shall be either a member of a governing board or a designated representative of a Corporate Member. Nominees shall have no private affiliation whereby conflict of interest may exist or develop.

Section 3.
At each annual meeting, five Directors shall be elected who shall serve a two year term or until their successors have been duly elected and qualified. They shall assume office immediately upon their election and qualification.

Section 4. The Board of Directors:

l. Will manage the affairs of the Association between Annual
Meetings.
2. May prescribe the duties of officers and committees
3. May censure, suspend, or expel an officer from office for cause.
4. May fill a vacancy in the office of Vice President, Secretary- Treasurer or Director.
5. Shall employ an Executive Director by contract with a public
cemetery district, a qualified-individual or other appropriate means. The duties and responsibilities of the Executive Director shall be in accordance with the contract terms and conditions and shall include:

a) Issue all notices of general meetings and board meetings on directions of the President or the Board of Directors.
b) Conduct correspondence of the Association on the direction of the President or the Board of Directors.
c) Assess and collect all dues, and will receive any other funds made available to the Association for the services rendered, from sales, donations or other.
d) Maintain all records on a budget account basis as determined by the President and the Board of Directors.
e) May appoint or employ an Attorney or other paid help, and define his/her duties.
f) Will have an annual audit of the accounts of this Association made by an independent qualified public accountant and the written audit report presented at the Annual Meeting. Association accounts shall be maintained on a calendar year basis.
g) Will set the dues for the Associate and sustaining Members, and the Contractual Payments for Corporate Members. All payments shall be on a twelve (12) month calendar year basis.
h) May determine the number and price of each publication which will be distributed to the various members and others.

Section 5. Nomination and Election of Board of Directors
A three member nominating committee appointed by the president will select nominees for members of the board of directors. Prior to selection, all nominees shall have forwarded a written “Consent to Serve” to the committee chairman (see Article V, Sec. 4.5). The executive director shall send the names of the nominees selected to each corporate member at least 35 days prior to the annual meeting. Nominations may be made from the floor at the annual meeting, but only if the proposed nominee has given written prior consent to serve if elected. No more than one member from the same cemetery district shall serve on the board of directors at the same time, with the exception of the immediate past president, who is not a voting member of the board.

Article V. Officers
Section 1.
The officers of the Corporation shall be a President, Vice-President, and a Secretary-Treasurer.

Section2.
Immediately following the election and qualification of the new directors at the annual meeting, the board of directors shall meet and elect the officers of the Corporation, to be known also as the executive committee, from the members of the board of directors.

Section 3.
All officers shall enter upon their official duties at the close of the Annual Meeting or Annual Banquet, if one is held, and shall be duly appointed.

1.The Immediate Past President is an ex-officio member of The Board of Directors and shall have no vote unless he/she shall be serving a term of Director for which he/she shall have been duly elected and qualified.
2. The Executive Committee shall consist of the Officers of the Corporation and the Immediate Past President. The Committees primary duty is to evaluate the performance of the Executive Director.

Section 4.
The president is chairperson of the board of directors and has the usual duties which pertain to the office, subject to the authority of the board. The president is empowered to:

1. Call a meeting of the board of directors when the president believes such is necessary.
2. Select the chairperson and members of all standing and special committees subject to the approval of the Board of Directors.
3. Be an ex-officio member of all committees except nominating.
4. Execute with the Treasurer all legal and fiscal documents.

The President will appoint a 5 member nominating committee. Two (2) members will be from the general membership, three (3) will be members of the Board of Directors not currently up for re-election.

Section 5.

1. The Vice-President will exercise the powers and perform the duties of the President in the absence or disability of the President and will assume the office of President in the event of a vacancy in that office.
2. The Vice President will serve as chairman of the Site Selection Committee

Section 6. The Secretary-Treasurer will:

1. Keep minutes of all general meetings of the Association and meetings of the Board of Directors along with the Executive Director.
2. Execute with the President all legal and fiscal documents.
3. Serve as chairman of the budget committee.
4. Submit a tentative budget for the Board of Director’s approval on or before the first board meeting of the new year.

Section 7.
As soon as possible after the Annual Meeting, the President will select, subject to approval of the Board of Directors, Standing Comm may be formed by this same procedure.
Standing committees: Awards, Budget,By-Laws/Policy & Procedures, Conference/Site Selection, CSDA Representative, Education, Historian, Honorary Membership, Hospitality, Insurance Benefits, Investments, Legislation, Media, Membership, Newsletter, Nominations, Parliamentarian, Safety, Scholarship and Vendor.
1. Awards committee: The awards committee will comprise of a three-person committee consisting of the CAPC President and two other board members the president has selected.
Article VI. Meetings.
Section 1. Annual Meeting.
There will be an Annual Meeting of this Association for the election of Board of Directors, the presentation of papers, discussions on public cemetery operation and related subjects, and such other business as properly may be brought before it. This meeting will be held at such time and place as the Board of Directors selects. At least 35 days prior notice in writing will be given to all members, announcing the time and place of the Annual Meeting.

Section 2. Special Meetings.
Special meetings of the general membership for consideration of operational subjects, field demonstrations, local problems or similar matters may he held at times and places selected by the sponsoring group or committee.

Section 3. Board of Directors Meeting.
The Board of Directors shall meet upon call of the President, or upon a written request to the President of 3 or more Board members. At least 10 days prior notice in writing will be given by the President to all members of the Board announcing the time and place of the Board meetings.
1. The ten day period set forth above may be shortened to 48 hours in the event of emergency, provided notice by person-to person telephone call be given each member and further provided that a majority of the Board assents to such a meeting at the time of the notice.
2. Emergency Board meetings may be held by long distance telephone conference call. Minutes of emergency meetings will be furnished each Board member by the Executive Director, or in his/her absence the Secretary-Treasurer, within 10 days of such emergency meeting.
Section 4. Voting
1. A simple majority of designated representatives of Corporate Members present will constitute a quorum for the transaction of business at any Annual or Special meeting.
2. Six (6) members of the Board of Directors will constitute a quorum at a meeting of this body. Action can only be taken by the vote of the majority of the board of directors present. Action taken at a meeting where only a quorum is present will require a unanimous vote to be effective. This policy applies as well to abstentions from voting. A member abstaining in a vote is considered as absent absent for that vote.
3. Voting for Directors at the regular annual meeting shall be be decided by ballot or a colored card issued to the official voting delegate from each Corporate Member, and by a plurality vote.
4. In the event there are an equal or less number of qualified candidates for open board seats, official voting delegates may choose to adopt the “Slate of Directors” as presented by a properly seconded motion from the floor, with a show of a majority of colored cards issued to the official voting delegates.
Article VII. Parliamentary Authority.
The rules contained in Robert’s “Rules of Order, Revised” will govern in all cases in which they are not inconsistent with these By-Laws. Other texts or references may be used as supplements, so long as they do not conflict with Robert’s. The President is authorized to appoint a Parliamentarian to assist in interpretation of parliamentary procedures and the interpretation of parliamentary procedures.
 
Article VIII. Amendments to By-Laws.
Section 1.
These By-Laws may be amended or revised only at the Annual Meeting. Previous notice of the proposed amendment will be submitted to all Members in printed form by the Executive Director at least 35 days before the Annual Meeting.
 
Section 2.
The bylaws committee shall review the Association’s Policies and Procedures annually and shall propose new and/or changes to the existing bylaws as they may deem appropriate, or as directed by the board of directors. Proposed changes to the bylaws will be submitted in writing to the board of directors, by the executive director, at least 60 days prior to the annual meeting. Members wishing to recommend amendments should forward their request through the bylaw Committee.

Section 3.
A vote of two-thirds of the Members present and voting at the Annual Meeting will effect the amendment of revision.

REVISED 03/19/2016