Robinson Cemetery Association
Effective September 1, 2012
ARTICLE I - ORGANIZATION
SECTION 1. Name. The name of this organization shall be “Robinson Cemetery Association” (the “Corporation”), as organized under and in accordance with the provisions of the Cemetery Association Act, 805 ILCS 320/0.01 through 320/20, as amended from time to time.
SECTION 2. Registrant and Business Address. The current Registered Agent of the Corporation is Charles Carson whose address is 302 W. State Street, P.O. Box 102, Pocahontas, Illinois 62275. The Board of Trustees may change the registered agent of the Corporation from time to time when in their sole discretion and business judgment such change is prudent.
SECTION 3. Purpose. The purpose of the Corporation shall be to provide for the organization, ownership, management and control of Robinson Cemetery, to raise and manage funds for the maintenance and care of Robinson Cemetery, and to be responsible for the opening and closing of all graves, crypts, or niches for human remains in any cemetery property owned by the Corporation.
ARTICLE II - FISCAL YEAR
SECTION 1. Year. The fiscal year of the Corporation shall be January 1 through December 31, inclusive.
ARTICLE III - TRUSTEES
SECTION 1. Number. The Board of Trustees of the Corporation shall consist of nine not less than seven (7) nor more than (9) members to be selected as provided in this Article III.
SECTION 2. Appointment of Trustees. Members of the Board of Trustees shall be appointed in accordance with applicable law. The term of office of all Trustees hereafter appointed shall be six (6) years, provided that the term of any Trustee appointed to fill an unexpired term shall expire on the date such unexpired term would have expired but for the vacancy.
SECTION 3. Regular Meetings. There shall be regular meetings of the Board of Trustees held at 7:00 pm on the third Tuesday, of each of the months of February, May, August, and November. The February meeting each year shall be an Annual Organization Meeting for the Board of Trustees. This Annual Organizational Meetings is to be a dinner meeting at which the Trustees will elect officers for the upcoming year and select the location for each of the remaining three (3) quarterly meetings. In the absence of the selection of any location, all such remaining meetings shall be held at the Village Hall in Pocahontas, Illinois.
SECTION 4. Special Meetings. Special meetings of the Board of Trustees may be called by or at the request of the President, the Vice-President, the Secretary or the Treasurer. The person or persons authorized to call special meetings of the Board of Trustees may fix any place as the place for holding any special meeting of the board of Trustees called by them. In the absence of the selection of any location, all special meetings shall be held at the Village Hall in Pocahontas, Illinois.
SECTION 5. Notice. Written notice of any and all meetings shall be sent to all Board members at least ten (10) days in advance of the meeting. If mailed, such notice shall be deemed to be delivered when deposited with the United States Postal Service addressed to the Trustees at their last known address on the books and records of the Corporation, with the postage thereon prepaid. The attendance of a Trustee at any meeting shall constitute a waiver of notice of such meeting except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Trustees, need be specified in the notice or waiver of notice of such meeting.
SECTION 6. Quorum. All action of the Board of Trustees shall be determined by majority vote of Board members present at a meeting. No action shall be taken at any meeting unless at least five (5) members are present, and five (5) members shall constitute a quorum.
SECTION 7. Vacancies. Upon the expiration of the term of office of any Trustee, or in case of the resignation or death or removal from the State of Illinois of any Trustee, or his or her removal from office as provided in the Cemetery Association Act, the remaining Trustees, or a majority of them, shall in writing notify the presiding officer of the Bond County Board of such vacancy or vacancies. Thereafter, as soon as is reasonably practical, said presiding officer shall appoint a suitable person or persons to fill such vacancy or vacancies. In making such appointment or appointments, said presiding officer shall exercise his or her power such that at least two-thirds (2/3) of said Trustees shall be selected from suitable persons residing within fifteen (15) miles of Robinson Cemetery, or some part thereof, and the other appointees may be suitable persons interested in Robinson Cemetery through family interments or otherwise who are citizens of the State of Illinois.
SECTION 8. Removal of Trustees. Any appointed Trustee may be removed form the Board as provided in the Cemetery Association Act.
SECTION 9. Committees.
(a) A majority of the Trustees may create one or more committees and appoint members of the Board to serve on the committee or committees. Each committee shall have two or more members, who serve at the pleasure of the Board.
(b) Unless the appointment by the Board of Trustees requires a greater number, a majority of any committee shall constitute a quorum, and a majority of a quorum is necessary for committee action. A committee may act by unanimous consent in writing without a meetings and, subject to the provisions of these Bylaws or actions of the Board of Trustees, the committee by majority vote of its members shall determine the time and place of meetings and the notice required therefore. In the absence of the selection of any location, all such committee meetings shall be held at the Village Hall in Pocahontas, Illinois.
(c) To the extent specified by the Board of Trustees in writing, each committee may exercise the authority of the Board of Trustees to the extent permitted by law.
SECTION 10. Presumption of Assent. A Trustee of the Corporation who is present at a meeting of the Board of Trustees at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Trustee who voted in favor of such an action.
SECTION 11. Rules and Regulations. The Board of Trustees may adopt such rules and regulations as it deems prudent for the safe, efficient and proper management, maintenance and use of the Robinson Cemetery.
ARTICLE IV - OFFICERS
SECTION 1. Number. The officers of the Corporation shall be a President, a Vice-President, a Secretary and a Treasurer, each elected by the Trustees of the Corporation at the Annual Organizational Meeting of the Board of Trustees.
SECTION 2. Term of Office. The officers of the Corporation shall serve a one (1) year term, or until their successors are duly elected and qualified.
SECTION 3. Powers and Duties. The officers named in these Bylaws shall have such powers and duties as are usually and ordinarily bestowed upon such officers. In the event of the incapacity of the President, for any reason, or in the absence of the President during any regular or special meetings, the Vice-President shall have the power to act as President.
SECTION 4. Vacancies. In the event of the death, disability, or resignation, removal or disqualification of any office of the Corporation, the Board of Trustees shall by majority vote elect a successor to serve out the unexpired portion of the term.
SECTION 5. Removal of Officers. Any elected officer may be removed for cause by a majority vote of the Board of Trustees of the Corporation. Written notice of such contemplated action must be given prior to the meeting (regular quarterly meeting or special meetings as the case may be).
SECTION 6. The President. Subject to the direction and control of the Board of Trustees, the President shall see that the resolutions and directions of the Board of Trustees are carried into effect except in those instances in which that responsibility is specifically assigned to some other person by the Board of Trustees; and, in general, he or she shall discharge all duties incident to the office of President and such other duties as may be prescribed by the Board of Trustees from time to time. He or she shall preside at all meetings of the Board of Trustees. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Corporation or a different mode of execution is expressly prescribed by the Board of Trustees or these bylaws, he or she may execute for the Corporation any contracts, deeds, mortgages, bonds, or other instruments which the Board of Trustees has authorized to be executed, and he or she may accomplish such execution either under or without the seal of the Corporation, but said execution must be done mutually with the secretary or any other officer thereunto authorized by the Board of Trustees, according to the requirements of the form of the instrument. He or she shall co-sign all checks along with the Treasurer should the Board of Trustees so require.
SECTION 7. The Vice-President. The Vice-President shall assist the President in the discharge of his or her duties as the President may direct, and shall perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Trustees. In the absence of the President or in the event of his or her inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President.
SECTION 8. The Treasurer. The Treasurer shall have charge of and be responsible for the maintenance of adequate books and accounts for the Corporation; he or she shall have charge and custody of all income received by the cemetery association and be responsible therefore and for the receipt and disbursement thereof for the use and benefit of the Corporation. The Treasurer shall invest the principal with the trust department in an authorized financial institution which has been selected by the Board of Trustees of the Corporation and which is insured by the FDIC. The Treasurer shall receive and have the custody of all of the income arising from such investments but shall not have authority to withdraw the principal of any such investments. The principal held by said trust department is to be used/expended only by the express written approval of not less than a majority of the Board of Trustees. The Treasurer shall keep permanent books of record of all such funds and of all receipts arising therefrom and disbursements thereof and shall annually make a written report to the Board of Trustees of the Corporation, under oath, showing receipts and disbursements, including a statement showing the amount and principal of funds on hand and how invested, which report shall be audited by the Board of Trustees and if found correct shall be approved and filed with the Secretary of the Corporation. He or she shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Trustees. He or she shall co-sign all checks along with the President, or in the event the President is unable to sign, then upon the express written approval of the Board of Trustees the Vice-President may co-sign checks, as necessary, in the place and stead of the President. He or she shall execute a bond to the People of the State of Illinois at the expense of the Corporation, in a penal sum to be set by the Board of Trustees of the Corporation, to be the estimated amount of money or funds coming into his or her possession as such Treasurer during a one (1) year period, conditioned for the faithful performance of his or her duties and the faithful accounting of all money or funds which by virtue of his or her office come into his or her possession and be in such form and with such securities as may be prescribed and approved by the Board of Trustees, and shall be approved by such Board of Trustees and filed with the Secretary of the Corporation. Nothing in this Section shall prevent the Corporation from accepting and/or maintaining any investment in any other type of security which has been donated to the Corporation. All such securities may be retained or sold as authorized by the Board of Trustees.
SECTION 9. The Secretary. The Secretary shall keep, in a book provided for such purpose, a permanent record of the proceedings of the Board of Trustees, signed by the President and attested by the Secretary, and shall also keep a permanent record of the Cemetery Association funds, the amounts thereof, and for what uses and purposes, respectively; he or she shall see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; he or she shall be custodian of the corporate records and of the seal of the Corporation, if any; he or she shall keep a register of the post office address of each Trustee which shall be furnished to the Secretary by such Trustee; he or she shall sign with the President, or Vice-President, or any other officer thereunto authorized by the board of Trustees all instruments which the Board of Trustees has authorized to be executed; he or she shall otherwise certify the bylaws, resolutions of the Board of Trustees, and other documents of the Corporation as true and correct copies there; he or she shall annually, at the time the Treasurer makes his report, make a written report under oath to the Board of Trustees stating therein substantially the same matter required to be reported by the Treasurer, which report, if found to be correct, shall be approved and filed with the Secretary of the Corporation; and he or she shall perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Trustees.
ARTICLE V - ANNUAL AUDITS
SECTION 1. Audit of Accounts. The accounts of the Corporation shall be audited and examined each year by or under the supervision of the President of the Corporation, with policies and procedures established by the President and by a person or persons selected by the President, with the advice and consent of the Board of Trustees.
ARTICLE VII - RULES
SECTION 1. Rules. All actions of the meetings of the Trustees shall be governed by Robert’s Rules of Order, as amended.
ARTICLE VIII - LIMITATIONS
SECTION 1. Inurement of Income. No part of the net earning of the Corporation shall inure to the benefit of or be distributable to its trustees, officers or other private persons except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered.
SECTION 2. Operational Limitations. The operation of the Corporation shall be limited to activities permitted to be carried on by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or any corresponding provision of any future United States Internal revenue Code, and as provided by the Articles of Incorporation of the Corporation. Further, the Board of Trustees shall take no action authorizing distribution or disposal of the assets of the Corporation except as is consistent with Articles of Incorporation of the Corporation and except as will allow for the continued tax-exempt status of the Corporation as provided in the applicable rules and regulation of the united States Internal Revenue Service.
SECTION 3. Limitation of Benefit. No Trustee may vote upon any matter in which the Trustee has a direct financial interest. No Trustee, family member or relative of any Trustee shall receive a direct personal financial benefit from any action of the Corporation in which such Trustee participated. The Board shall establish policies and procedures so as to prevent financial benefit by the Corporation Board of Trustees or their family members.
ARTICLE IX - DISSOLUTION
SECTION 1. Dissolution. All assets of the Corporation, real and personal and mixed, and any income therefrom, shall only be used for the upkeep and maintenance and care of the Robinson Cemetery, and said assets shall never be transferred to and/or used by any for-profit public or private entity. If the Corporation should ever dissolve, then all assets of the Corporation, real and persona and mixed, along with responsibility for the maintenance and care of the Robinson Cemetery, shall transfer to Old Ripley Township, Bond County, Illinois. If the Old Ripley Township, Bond County, Illinois should fail or refuse to assume maintenance of the Robinson Cemetery and/or fail to refuse to assume responsibility to invest and preserve and protect the assets of the Robinson Cemetery, then the Bond County Circuit Court, Greenville, Illinois, shall appoint an appropriate not-for-profit organization to invest and protect all funds and be responsible for all maintenance and care of Robinson Cemetery.
ARTICLE X - AMENDMENTS TO BY-LAWS
SECTION 1. Amendments. These Bylaws may be amended form time to time by a majority vote of the Board of Trustees, provided that the subject of the amendment shall have been included in the notice of the meeting or shall have been announced at the previous regularly scheduled meeting.
ARTICLE XI - INDEMNIFICATION
SECTION 1. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to or witness in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he is or was a member, director or an officer of the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding to the fullest extent and in the manner set forth in and permitted by the Illinois General Not for Profit Corporation Act and any other applicable law, as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which such member, director or officer may be entitled apart from the foregoing provisions. The foregoing provisions of this Article shall be deemed to be a contract between the Corporation and each member, director and officer who serves in such capacity at any time while this Article and the relevant provisions of the Illinois General Not For Profit Corporation Act and other applicable law, if any, are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing, with respect to any state of facts then or theretofore existing, or any action, suit, or proceeding theretofore, or thereafter brought or threatened based in whole or in part upon any such state of facts.
SECTION 2. The Corporation may indemnify any person who was or is a party, or is threatened to be made a party to or witness in any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation, as a member, director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding to the extent and in the manner set forth in and permitted by the Illinois General Not For Profit Corporation Act and any other applicable law, as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which any such person may be entitled apart from the foregoing provisions.