AMENDED AND RESTATED BYLAWS OF THE RUTHERFORD CEMETERY & COLUMBARIUM ASSOCIATION
APPROVED JULY 13, 2022
Table of Contents
ARTICLE I Name and Office of Organization............................................................................................... 4
Section 1. Name of Organization.......................................................................................................... 4
Section 2. Office of Organization.......................................................................................................... 4
ARTICLE II Purpose.................................................................................................................................. 4
Section 1. Nonprofit Purpose............................................................................................................... 4
Section 2. Specific Purpose.................................................................................................................. 4
Section 3. Duration.............................................................................................................................. 4
ARTICLE III Membership........................................................................................................................... 4
Section 1. Definitions........................................................................................................................... 4
Section 2. No Special Rights of Members.............................................................................................. 5
Section 3. Voting Rights of Members.................................................................................................... 5
ARTICLE IV Meetings............................................................................................................................... 5
Section 1. Annual Meeting................................................................................................................... 5
Section 2. Meetings of the Board of Directors....................................................................................... 5
Section 3. Special Meetings.................................................................................................................. 5
Section 4. Notice of Meetings.............................................................................................................. 5
Section 5. Quorum and Voting............................................................................................................. 5
Section 6. Action without Meeting....................................................................................................... 6
Section 7. Remote Communication for Meetings................................................................................... 6
ARTICLE V Board of Directors, Board of Trustees....................................................................................... 6
Section 1. Definitions........................................................................................................................... 6
Section 2. Number; Term of Office and Election; Vacancies.................................................................... 7
Section 3. Resignation and Removal..................................................................................................... 7
Section 4. Compensation..................................................................................................................... 7
Section 5. Fiduciary Duties of Directors................................................................................................. 7
ARTICLE VI Officers of the Board of Directors, Board of Trustees................................................................ 8
Section 1. Number............................................................................................................................... 8
Section 2. Election and Term of Office.................................................................................................. 8
Section 3. Removal and Vacancies........................................................................................................ 8
Section 4. President............................................................................................................................. 8
Section 5. Vice President...................................................................................................................... 8
Section 6. Secretary............................................................................................................................. 9
Section 7. Treasurer............................................................................................................................ 9
ARTICLE VII Committees.......................................................................................................................... 9
Section 1. Committees......................................................................................................................... 9
Section 2. Committee Procedures....................................................................................................... 10
ARTICLE VIII Indemnification of Officers, Directors, and Committee Members.......................................... 10
Section 1. Indemnification.................................................................................................................. 10
Section 2. Insurance........................................................................................................................... 10
Section 3. Not Exclusive..................................................................................................................... 10
ARTICLE IX Fiscal Matters....................................................................................................................... 10
Section 1. Fiscal Year.......................................................................................................................... 10
Section 3. Loans................................................................................................................................. 11
Section 4. Checks, Drafts, Etc.............................................................................................................. 11
Section 5. Permanent Care and Improvement Fund............................................................................. 11
Section 6. Maintenance of Records: Audit........................................................................................... 11
Section 7. Conflict of Interest............................................................................................................. 12
Section 8. Corporate Seal................................................................................................................... 12
Section 9. Price of Lots....................................................................................................................... 12
Section 10. Investments..................................................................................................................... 12
ARTICLE X Amendments & Adoption....................................................................................................... 12
Section 1. Amendment of Articles of Incorporation............................................................................. 12
Section 2. Adoption of Articles of Incorporation.................................................................................. 12
Section 3. Amendment of Bylaws....................................................................................................... 12
Section 4. Adoption of Bylaws............................................................................................................ 12
AMENDED AND RESTATED BYLAWS
OF THE
RUTHERFORD CEMETERY & COLUMBARIUM ASSOCIATION
ARTICLE I Name and Office of Organization
Section 1. Name of Organization
The name of this corporation shall be Rutherford Cemetery & Columbarium Association, referenced in this document as ‘the Association.’ The grounds are located in Washington County in Stillwater, Minnesota at 7601 Manning Avenue North, at the northeast corner of the junction of County Roads 12 and 15.
Section 2. Office of Organization
The registered office of the Association in the State of Minnesota shall be as stated in the Articles of Incorporation of the Association (the “Articles”), or such other place within the State as the Board of Directors may designate from time to time.
Mail for the Association shall be delivered at the registered office, or at such other place as the Board of Directors shall designate from time to time. Cemetery records will be maintained by an appointed board member(s) and stored at their residence(s). The location of the records shall be recorded at each annual meeting in the minutes.
ARTICLE II Purpose
Section 1. Nonprofit Purpose
This corporation is organized exclusively as a nonprofit cemetery that qualifies as tax-exempt under section 501(c)(13) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 2. Specific Purpose
The Association was established for the purpose of preserving and maintaining the grounds and mission of the Rutherford Cemetery & Columbarium, located in Washington County, Stillwater, Minnesota. The Association shall be operated as a non-profit organization, with no personal benefit to any member of the Association.
Section 3. Duration
The period of duration of this organization's corporate existence shall be perpetual.
ARTICLE III Membership
Section 1. Definitions
Members of the Association include the lot owners and their respective immediate family members. For the purpose of this document, "lot owner" means the owner of a right of interment either below ground in a lot or above ground in a columbarium niche.
Section 2. No Special Rights of Members
The Association shall not have “members” or other individuals with special rights with respect to governance of the Association other than as specifically set forth in these bylaws.
Section 3. Voting Rights of Members
Each member is entitled to a vote at the annual meeting of topics brought by the Board of Directors to the annual meeting, such as, but not exclusively, election of directors or trustees.
ARTICLE IV Meetings
Section 1. Annual Meeting
An annual meeting of the members shall take place on the second Tuesday in the month of April, the specific date, time, and location of which will be designated by the Board of Directors. The annual member meeting shall be held for the election of officers and the transaction of such other business as may regularly come before the Board. All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.
Nine (9) members will be required for a quorum at the annual meeting of the Association.
The President shall preside or appoint a designee to preside at annual meetings, meetings of the Board of Directors, and special meetings.
Section 2. Meetings of the Board of Directors
In addition to the annual meeting, the Board of Directors shall meet semiannually, the second Tuesdays of March and October. At each regular meeting, the Board of Directors shall conduct such business as may properly come before the meeting.
All meetings of the Board of Directors are presumed closed to individuals who are not directors. The President or the Board may waive this requirement at or prior to a meeting. Individuals who are not directors may be invited to a meeting of the Board by the President or by the Board by resolution.
Section 3. Special Meetings
Special meetings of the Board of Directors may be called by the President or upon written request to the Secretary by any two (2) members of said Board, upon not less than five (5) days written notice to each Board member as to the time, place, and object of such meetings.
Notice shall be delivered personally, sent by facsimile communication, sent by regular mail or electronic mail, or such other methods as are fair and reasonable as determined in the sole discretion of the Secretary.
Section 4. Notice of Meetings
Notice of the time and place of the annual and regular meetings of the Board of Directors shall be provided by the Secretary to each director for delivery at least two (2) days before such meeting.
Notice shall be delivered personally, sent by facsimile communication, sent by regular mail or electronic mail, or such other methods as are fair and reasonable as determined in the sole discretion of the Secretary.
Section 5. Quorum and Voting
The presence of a majority of the current members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but the directors present at any meeting, although less than a quorum, may adjourn the meeting from time to time.
If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of directors originally present leaves less than the proportion or number otherwise required for a quorum. Participation in a meeting by remote communication pursuant to Section 7 below constitutes presence at a meeting.
At any meeting of the Board of Directors, except as otherwise provided in these Bylaws, each director present at the meeting who is not subject to a conflict of interest shall be entitled to cast one (1) vote on any question coming before the meeting.
Except as otherwise provided in these Bylaws, the affirmative vote of a majority vote of the directors present at any meeting shall be sufficient to transact any business.
Section 6. Action without Meeting
An action required or permitted to be taken at a Board Meeting may be taken by written action signed by the number of directors that would be required to take the same action at a meeting of the Board of Directors at which all directors were present.
Items eligible for action without meeting must be approved in advance by the President or by a majority of current and eligible Board members before such items are presented to the Board of Directors for a vote.
If any written action is taken by less than all of the directors entitled to vote, all directors entitled to vote shall be notified immediately of its text and effective date. The failure to provide such notice, however, shall not invalidate such written action. A director who has not signed or consented to the written action has no liability for the action or actions taken thereby. A written action is effective when it is signed by all of the directors required to take the action unless a different effective time is provided in the written action.
For purposes of this section, an electronic signature satisfies the requirement of a signature so long as the electronic communication containing the electronic signature sets forth sufficient information from which the directors can reasonably conclude that the communication was actually sent by the purported sender.
Section 7. Remote Communication for Meetings
One or more members of the Board of Directors may participate in a meeting of the Board of Directors by means of a conference telephone or, if authorized by the Board of Directors, by another means of remote communication, in each case through which that director, other directors so participating, and all directors present at the meeting may participate with each other during the meeting.
Alternatively, if authorized by the Board of Directors, any meeting among members of the Board of Directors may be conducted solely by one or more means of remote communication through which all of the directors may participate in the meeting. For these purposes, “remote communication” means communication via electronic communication, conference telephone, video conference, the Internet, or such other means by which persons not physically present in the same location may communicate with each other on a substantially simultaneous basis.
ARTICLE V Board of Directors, Board of Trustees
Section 1. Definitions
For the purpose of this document, the terms "Director" and "Trustee" are used to describe an individual in a position of governance of this Association, elected, appointed, or confirmed according to these bylaws.
Section 2. Number; Term of Office and Election; Vacancies
The management and direction of the business and affairs of the Association shall be vested in a Board of Directors. The Board of Directors shall consist of a minimum of three (3) individuals and a maximum of twelve (12) individuals, four (4) of which shall be Officers. The Board of Directors shall be chosen from among the Lot Owners.
The Board of Directors shall be divided into three (3) classes of up to four (4) persons each so that the terms of office of approximately one-third of the directors shall expire each year. All directors of the Association shall be elected, confirmed, or appointed to serve a three-year term. A director’s term shall expire at the annual member meeting at their end of term. A term of a director, other than an ex officio director, may not exceed ten (10) years.
At the annual meeting of the membership, the successors of the directors whose term shall then expire shall be elected for a term of three (3) years by a majority vote of the members present at the meeting. Each director shall serve until the expiration of his or her term of office, and thereafter until a successor has been elected and qualified, or until the earlier death, resignation, removal or disqualification of the director.
If the office of any elected director becomes vacant for any reason, the Board of Directors may choose a successor by the election of a director chosen from among the Lot Owners, or the Board of Directors may leave such position vacant so long as the number of directors does not fall below the minimum number of directors set forth in the Articles of Incorporation.
The term of a director filling a vacancy expires at the end of the unexpired term that the director is filling. A director elected to fill a vacancy shall hold office until the next election of members of the class of directors which contains the vacancy.
Section 3. Resignation and Removal
Any director may resign at any time by giving written notice of such resignation to the Secretary of the Association. Such resignation shall be effective upon delivery, unless a later date is specified in the notice.
A director may be removed, at any time, with or without cause, upon the affirmative vote of not less than two-thirds (2/3) of all directors of the Association then in office, excluding the director proposed for removal. An appointed director may be removed without cause by the person appointing the director.
Section 4. Compensation
The directors may by majority resolution duly adopted fix a reasonable compensation to be paid to the officers and directors for service to the Association, which shall then adjust the status of the organization from all-volunteer to that of employer or other status.
Nothing herein shall preclude the directors from employing any director to perform services for the Association, in which case he or she shall receive such compensation for such services as may be determined by resolution by the directors and consistent with the procedure described in the Association’s Conflict of Interest Policy and in accordance with current state laws and requirements.
Section 5. Fiduciary Duties of Directors
Members of the Board of Directors are expected to perform their duties consistent with best practices and common standards of fiduciary duties including the duty of care, duty of loyalty, and shall take all actions in the best interests of the Association.
ARTICLE VI Officers of the Board of Directors, Board of Trustees
Section 1. Number
The Association shall have the following Officers: (a) a President; (b) a Vice President; (c) a Secretary; and (d) a Treasurer. Officers must be natural persons who are elected or appointed.
Subject to these Bylaws, the Board of Directors may also elect or appoint one or more additional officers or assistant officers as it may deem convenient or necessary. Except as provided in these Bylaws, the Board of Directors shall fix the powers and duties of all officers.
Section 2. Election and Term of Office
All officers of the Association shall be elected, confirmed, or appointed to serve a three-year term.
Officers of the Association shall hold office at the discretion of the Board of Directors and shall be directors of the Association. An officer shall hold office until his or her successor shall have been elected or until his or her prior death, resignation, or removal from office as hereinafter provided.
In the absence of an election or appointment of officers by the board or the members with voting rights, the person exercising the principal functions of the president or the treasurer is considered to have been elected to the office.
An individual may hold more than one office of the Association at the same time.
Section 3. Removal and Vacancies
Any officer appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed at any time, with or without cause, by a resolution approved by the affirmative vote of a majority of the directors present. Any vacancy in an office of the Association shall be filled by action of the Board of Directors.
Section 4. President
Unless provided otherwise by a resolution adopted by the Board of Directors, the President shall have general active management of the business of the Association, shall see that all orders and resolutions of the Board of Directors are carried into effect, shall sign and deliver in the name of the Association any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the Association, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the Articles, these Bylaws, or the Board of Directors to some other officer or agent of the Association, may maintain records of and certify proceedings of the Board of Directors, and shall perform such other duties as may from time to time be prescribed by the Board of Directors.
The President shall have the general powers and duties generally vested in the office of a president of a Cemetery Association and shall have such other powers and perform such other duties as the Board of Directors may prescribe from time to time.
Section 5. Vice President
The Vice President shall have such powers and perform such duties as the Board of Directors or the President may prescribe from time to time.
In the absence of the President or in the event of the President’s death, inability, or refusal to carry out the Chair’s duties, 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 of the restrictions upon the President.
Section 6. Secretary
The Secretary shall be responsible for ensuring that all actions and the minutes of all proceedings of the Board of Directors are recorded in a book or other such record, including electronic files, for example, to be kept for that purpose.
He or she shall give or cause to be given any required notice of meetings of the Board of Directors, and shall provide to all directors prior to the next meeting copies of the minutes of proceedings.
The Secretary shall keep a register of burials, or delegate another director or directors to keep this register, entering the date of burial or cremation, and as much information gathered about the deceased person as possible to obtain, including the name, age, sex, nativity, and cause of death, and shall provide reporting of such record in compliance with state and local law, and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
Cemetery records will be maintained by an appointed board member(s) and stored at their residence.
Section 7. Treasurer
Unless provided otherwise by a resolution adopted by the Board of Directors, the Treasurer shall ensure accurate financial records for the Association are kept;
shall ensure that all moneys, drafts, and checks in the name of and to the credit of the Association are deposited in such banks and depositories as the Board of Directors shall designate from time to time;
shall ensure that all notes, checks, and drafts received by the Association as ordered by the Board of Directors endorsed for deposit, making proper vouchers therefore;
shall oversee the disbursement of corporate funds and checks and drafts in the name of the Association as ordered by the Board of Directors;
shall render to the Chair of the Board and the Board of Directors, whenever requested, an account of all such officer’s transactions as Treasurer and of the financial condition of the Association,
and shall perform such other duties as may be prescribed by the Board of Directors or the President from time to time.
The Board of Directors may delegate the responsibilities of the Treasurer to one or more employees of the Association, provided, however, that such individual(s) shall be subject to the oversight and control of the Treasurer.
ARTICLE VII Committees
Section 1. Committees
The Board of Directors may establish one or more committees as may be specified in resolutions approved by the affirmative vote of a majority of the directors in office. A committee must consist of one or more natural persons, who need not be directors, appointed by the affirmative vote of a majority of the directors present.
Such committees shall have the authority of the Board of Directors in the management of the business of the Association to the extent provided in resolutions approved by a majority of the directors currently holding office. Such committees, however, shall at all times be subject to the direction and control of the Board of Directors. Minutes, if any, of committee meetings must be made available upon request to members of the committee and to a director.
Committee members shall be appointed by the affirmative vote of a majority of the directors present, and the Chair of each committee shall be a member of the Board of Directors or a Lot Owner.
The provisions of these Bylaws shall apply to committees to the same extent they apply to the Board of Directors, including, without limitation, the provisions with respect to meetings and notice thereof, written actions and valid acts. Each committee shall report to the Board of Directors regarding their meetings and progress toward the appointed goals.
Section 2. Committee Procedures
The provisions of these Bylaws shall apply to committees and members thereof to the same extent they apply to the Board of Directors and directors, including, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions and valid acts. Each committee shall report to the Board of Directors.
ARTICLE VIII Indemnification of Officers, Directors, and Committee Members
Section 1. Indemnification
The Association shall indemnify its officers, directors, and committee members against judgments, penalties, fines, including without limitation, settlements, and reasonable expenses, including attorneys’ fees, and disbursements incurred by such persons in connection with a proceeding in which they are or are threatened to be made a party by reason of their action on behalf of the Association.
In order to avail himself or herself of this indemnification provision, however, a person must:
(1) not already be indemnified by another organization in connection to the same proceeding and the same acts or omissions;
(2) have acted in good faith with respect to the acts or omissions complained of;
(3) have received no improper personal benefit;
(4) in the case of a criminal proceeding, have had no reasonable cause to believe his or her conduct was unlawful;
(5) in the case of a civil proceeding, have reasonably believed that he or she was acting in the best interests of the Association.
Section 2. Insurance
The Association will purchase, if available and recommended by the directors, and maintain a policy or policies of insurance on behalf of each of its officers, associates, directors, and employees against any liability asserted against him or her or incurred by him or her in any such capacity to the extent such indemnification is above provided.
Section 3. Not Exclusive
The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights of indemnification to which such officer, associate, director, or employee may be entitled by agreement or common law or otherwise.
ARTICLE IX Fiscal Matters
Section 1. Fiscal Year
The accounting year of the Association shall be the calendar year beginning March 1 and ending February 28.
Section 2. Contracts
The Board of Directors may authorize such officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be either general or confined to specific instances.
Contracts and other instruments entered into in the ordinary course of business may be executed by the President or Treasurer, or, in the absence of the President or Treasurer or pursuant to a delegation by the President or Treasurer, by such officer designated to act in such officers’ place, without specific Board of Directors authorization.
Section 3. Loans
All loans or other evidence of indebtedness contracted on behalf of the Association shall require approval by the Board of Directors.
The Corporation shall not lend any of its assets to any officer, director or member of the Corporation or guarantee to any other person the payment of a loan made to an officer, director or member of the Corporation.
Section 4. Checks, Drafts, Etc.
All expenditures issued in the name of the Association over five thousand dollars ($5,000.00) shall be signed by the Treasurer who shall receive and document approval by another officer.
All checks, drafts or other orders for the payment of money issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall be determined by resolution of the Board of Directors.
Section 5. Permanent Care and Improvement Fund
A permanent care and improvement fund shall be maintained according to all relevant statutes. The Association shall take for its permanent care and improvement fund a minimum of 20% the proceeds of all sales ; that percentage must be deposited quarterly each year into the fund.
Any other income or funds not required by the association for other purposes may from time to time be added to the fund by a vote of at least two-thirds of the members of the board of trustees of the association.
The Treasurer shall make a full report at the annual member meeting of the amount, location, and status of the permanent care and improvement fund.
Any use of a portion of the permanent care and improvement fund requires a vote of at least two-thirds of the Board of Directors at any authorized meeting of the board.
Not more than 50 percent of the principal of the fund shall be used for any acquisitions as lawfully allowed in accordance with applicable law and statutes.
Section 6. Maintenance of Records: Audit
The Association shall keep at its registered office, or electronically, correct and complete copies of its Articles and Bylaws, accounting records, and minutes of meetings of the Board of Directors.
The Treasurer must keep all records for six years, and after this must keep biannual treasurer reports and all other documents deemed to be helpful to future cemetery board members in perpetuity, for financial or historical purposes. All such other records shall be open to inspection upon the request of any member of the Board of Directors.
The Board of Directors shall cause the books and records of account of the Association to be audited by certified public accountants, to be selected by the Board of Directors, at such times as it may deem necessary or appropriate.
Section 7. Conflict of Interest
The Board of Directors shall maintain a conflict of interest policy; directors shall disclose or deny any conflicts of interest at the annual meeting.
Section 8. Corporate Seal
The Association does not have a corporate seal.
Section 9. Price of Lots
The price of lots and the terms of the sale thereof shall from time to time be determined and fixed by the Board of Directors.
Section 10. Investments
The Board of Directors shall adopt and maintain an investment policy describing the investment of the Association’s funds in accordance with applicable law and reviewed by the directors during the treasurer’s report at the annual meeting.
ARTICLE X Amendments & Adoption
Section 1. Amendment of Articles of Incorporation
The Association's Articles may be altered, amended, or restated to omit or include any provision which could be lawfully omitted or included at the time of such amendment. To be adopted, such amendment or amendments must receive the approval of a majority of all of the directors.
Notice of a meeting of the Board of Directors at which amendments to the Articles will be considered must include the substance of the proposed amendment.
Section 2. Adoption of Articles of Incorporation
The Association Secretary shall record the date the Articles of Incorporation are passed or amended and file the amended Articles with the Office of the Secretary of State.
Section 3. Amendment of Bylaws
These bylaws may be altered, amended, or restated by the Board of Directors to omit or include any provision which could be lawfully omitted or included at the time of such amendment. To be adopted, such amendment or amendments must receive the approval of a majority of all of the directors.
Notice of a meeting of the Board of Directors at which amendments to the bylaws will be considered must include the substance of the proposed amendment.
Section 4. Adoption of Bylaws
The Association Secretary shall record the date the bylaws are passed or amended. The Board President shall sign the final document with the Secretary attesting to the signature.
CERTIFICATION
We, the undersigned, as President and Secretary of Rutherford Cemetery & Columbarium Association, a Minnesota nonprofit corporation, hereby certify that the foregoing Amended and Restated Bylaws of the Corporation were adopted by resolution of the Board of Directors effective as of the __________ day of ____________________, 20__.
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President
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Secretary