Tri-County Memorial Funeral Society
(Adopted by a vote of the Members on 19 December 2020)
Article I – Nature, Purpose, Character, & Limitations
Section 1. – Nature and Scope The Tri-County Memorial Funeral Society is a California non-profit public benefit corporation serving the residents of Orange, Riverside, and San Bernardino counties in the state of California. Its name is herein referred to simply as the Society. Another acceptable abbreviation is TCMFS. It is governed by an all-volunteer Board of Directors.
Section 2. – Office The Board of Directors may designate and the Corporation may maintain a principal office or physical mailing address. The location of the principal office or physical mailing address is as follows, although it may be changed by the Board of Directors:
P.O. Box 51893, Irvine, 92619
The Corporation may also have offices in such other places as the Board may from time to time designate. If a change is made, it shall be noted in the Board minutes and all Society members shall be notified of the change.
Section 3. – Purposes The purposes of the Society are to:
1) Educate its members and the public about their Options and Consumer’s Rights in choosing Meaningful, Dignified, and Affordable end-of-life procedures, and
2) Help its members Achieve Dignity and Simplicity in the arrangements for after-death services at the lowest available cost for whatever services they desire.
Section 4. – Character and Limits on Actions As a non-profit public benefit corporation, and Notwithstanding any other provision of these Bylaws, the Society shall not, except to an insubstantial degree, carry on or engage in any activities or exercise any powers that are not in furtherance of the purposes of the Society and it shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code; or (ii) by a corporation, contributions to which are deductible under Section 170 (c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of the most recent version of the United States Internal Revenue Code).
Section 5. – Limited Liability The Society assumes no legal or financial responsibility for the services of any funeral director, crematory, or cemetery, or for the final disposition of bodily remains.
Article II – Members
Section 1. – Affiliation Any person who approves of and subscribes to the purposes and procedures of the Society may become a member of the Society upon application on our website, or by filling in a form they may get by mail from the Society, accompanied by the membership fee set by the Society’s Board of Directors.
Section 2. – Term of Membership/Removal Membership, once granted, shall extend to the end of that member’s life, unless they are removed from membership for conduct contrary to the stated purposes and objectives of the Society by a majority vote of the Board of Directors.
Section 3. – Rights and Privileges Members shall be entitled to all of the services provided by the Society.
Article III – Meetings of
the Society Members
Section 1. – General Meetings A General Meeting of the Members of the Society shall be held not less often than once every year at a time and place designated by the Board of Directors. Such a meeting may, at the Board’s discretion, be an in-person meeting or a virtual meeting (using electronic means of communication to enable members to participate remotely), or a combination of the two.
Section 2. – Special Meetings A Special Meeting of the Members of the Society shall be called by the Board of Directors not more than forty days after their receipt by the Board of Directors President or Secretary of a valid request in writing. To be a valid request, it must state the purpose for the meeting and be signed by at least twenty Members of the Society. Such a meeting shall be an in-person meeting or a virtual meeting (using electronic means of communication to enable members to participate remotely), or a combination of the two, with the choice of form specified in the petition for such Special Meeting.
Section 3. – Notices The time and place of all Special or General Meetings shall be Noticed to all the Member of the Society either by a written correspondence addressed to their current address as registered on the Membership Roll, or by electronic communication (e.g., email or SMS text message) to the Members’ email address or phone number or other relevant electronic address as registered on the Membership Roll. This notice shall include specifying whether the meeting will be in-person, virtual, or a combination of the two, and the physical location (if any) and any necessary virtual access information shall also be included.
Such notice shall include an agenda for that meeting listing the topics to be discussed and the issues to be decided by the Members. Such notice, if sent through the US Postal Service, shall be dated and mailed no less than three weeks before the meeting. Electronic notices shall be sent no less than two weeks before the meeting.
Section 4. – Quorum The Members of the Society who attend any duly noticed Special or General Meeting of the Society and who participate in any voting that takes place at the meeting shall be deemed to constitute a quorum.
Section 5. – Voting Each Member of the Society shall be entitled to one vote on any issue submitted for a vote of the membership. There shall be no voting by proxy.
Section 6. – Conduct of Meetings Subject to the provisions of these by-laws, any question as to procedure arising at any Special or General Meeting of the Members shall be resolved in accordance with latest edition of Roberts Rules of Order.
Article IV – Board of Directors
Section 1a. – Board Membership The corporate powers, business, and affairs of the Society shall be exercised, conducted, and controlled by a Board of Directors. In order for an action by the Board to be deemed valid, there must be at least five serving Directors. The total number of serving Board members shall be nine members, except when vacancies arise from a Board members’ death or resignation.
Section 1b. – Board Geographical Representation In order to represent the interests of all the Society’s members, there should be, for each of the three counties the Society serves, at least one member of the Board whose residence address is within that county. Any time this ceases to be true, if there is a vacancy on the Board, in selecting a replacement Director(s), the Board shall make best efforts to choose a person (or persons) who will satisfy the intent of this section.
Section 2. – Board Member’s Term of Office Directors elected to the Board shall serve a term of office of three years, or until the next Board Member election after the completion of two years of service, unless they choose to resign earlier. Directors appointed to the Board shall serve until the next Board Member Election, at which time they may stand for re-election to the Board. After such election to the Board that Director shall also have a three-year term of office from the date of that election.
Section 3. – Board Member Election or Appointment Any time there is at least one vacancy on the Board of Directors, and so long as there are still at least five serving Directors, the Board may, by a majority vote of the remaining Directors, appoint one or more new Directors to fill those vacancies. Alternatively, the Board may choose not to fill one or more of those vacancies so long as there are still at least five serving Directors. Only members of the Society are eligible to be elected or appointed to the Board.
Section 4. – Board Member Elections The Board shall call a General Meeting of the Members of the Society at least annually with an Election of Board members as one of the agenda items for that meeting. At that time any Director whose term of office is ending that year may stand for re-election, or a new Director may be elected to fill that position. Any Director who was appointed during the time since the previous Board Member election may also stand for re-election or be replaced by a duly nominated and elected replacement Director.
Prior to calling that General Meeting, the Board shall adopt a slate of nominees to stand for election, and that slate shall be listed in the notice for that General Meeting. At that meeting nominations shall also be called for from the floor. The minutes of the meeting shall state who was nominated from the floor and by whom. Anyone nominated for election from the floor must accept that nomination before they may stand for election. Any such nominee who accepts their nomination, shall have their name(s) added to the slate before voting commences.
In the notice for the Board Member Election at the 2020 General Meeting the sitting members of the Board shall indicate which term of office they have chosen to accept. At most three of them may serve a term ending four years later; at most three of them may accept a term ending two years later; and any other Director(s) may stand for re-election or be replaced by a duly nominated and elected replacement Director.
Section 5. –Notice for Board Meetings Board of Directors meetings shall be either in-person, virtual, or a combination of these and each one shall take place at a time and place as determined by the Board during a prior meeting, or it may be called by the Board President (or if the President is unavailable or unable to make such a call, by the Vice-President) in an electronic communication to all of the then-sitting Directors. Notice of any such impromptu meeting shall be sent to the Directors not less than three days prior to the meeting date.
Section 6. – Conduct of Board Meetings Board of Directors Meetings shall be in-person meetings, virtual meetings, or a combination of in-person and virtual, at the Board’s discretion.
The Board President shall formulate the agenda, after soliciting input from the other Directors, and then the meeting shall be conducted by the President in accordance with latest edition of Roberts Rules of Order. In the absence of the President, the Vice-President shall have these responsibilities.
Section 7. – Board Quorum All actions of the Board shall be by majority vote so long as at least five sitting Board members are present (either in-person or virtually) and voting. A vote by four or fewer Directors shall not be binding. [For this purpose an abstention is not a vote.] Any time there are fewer than five sitting directors in attendance at a Board of Directors meeting, it shall be automatically adjourned.
Section 8 – Removals. Directors may be removed at any time by a majority vote of the membership or a majority vote of the Board of Directors. Such vacancy shall be filled by the Directors then in office, though less than a quorum, to hold office until the next General Meeting of the Members of the Society or until their successor is duly elected, except that any directorship to be filled by reason of removal by the Members may be filled by election by the members at the meeting at which the Director is removed. No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of their term of office.
Article V – Officers
Section 1. – Election At the first Board of Directors meeting after each Board Member Election, the Board shall vote to organize itself, by electing one of its members to serve as the President, one as the Vice-President, one as the Treasurer, one as the Secretary, and elect such others to other offices as it shall, in its discretion, deem useful to the Society.
Officers shall serve until they are replaced at the first Board of Directors meeting after a Board Member Election, or are replaced by a majority vote of the Board prior to that time.
If an officer resigns their office, the Board shall elect a replacement officer from among the sitting Directors (after appointing one or more new Directors, if that is deemed necessary or appropriate).
Section 2. – Powers Subject to the control of the Board of Directors, the officers shall exercise all of the power and authority normally delegated to their respective offices.
Section 3. – Audits The Treasurer shall provide for an annual audit of the books of the Society by an independent (non-Board member) auditor, and that audit shall be presented to the Board of Directors upon its completion, and the most recent such audit shall be presented to the Society Membership at the next General Meeting of the Society. (Plus, if requested in a petition for a special meeting, all audits not previously presented to the Society membership shall be presented at that Special Meeting.)
Section 4. – Minutes of Board Meetings All actions proposed or taken in a Board meeting shall be recorded in the minutes. Those minutes shall also contain a record of the current balance(s) in the Society’s bank account(s), and when an audit is presented to the Board the minutes shall include who performed the audit, and a copy of the audit shall be appended to the minutes of that Board meeting.
All minutes of the last five year’s worth of Board Meetings shall be archived on the Society’s website, with suitably protected backup copies elsewhere.
Article VI – Amendments
The By-Laws of the Society may be amended by a vote of the majority of the members of the society present and voting at any General or Special Meeting of the Members of the Society, provided that the full text of the proposed amendment(s) have been included in the notice for that meeting.
Article VII – Dissolution
In the event of the Society’s dissolution or permanent termination of operation, any remaining net assets shall be given to the Funeral Consumers Alliance of California, or another Funeral Consumers Alliance that has non-profit, tax-exempt [e.g., 501(c)(3) or 501(c)(4)] status with the IRS.