FUNERAL CONSUMERS ALLIANCE OF MAINE BY-LAWS
AMENDED NOVEMBER 07, 2015
ARTICLE I: NAME AND LOCATION
Section 1. The name of the Corporation is the Funeral Consumers Alliance of Maine, Inc., hereinafter called “the Corporation” or “the Alliance.”
Section 2. The location of the principal office of the Corporation shall be in Portland, Maine, or at such other place as the Board of Directors may specify.
ARTICLE II: GENERAL
Section 1. The purposes of said Corporation are:
a. To foster choice, affordability and education in funeral arrangements through advance planning with membership.
b. To dispense information about the laws and practices concerning death, anatomical gifts, burial and cremation.
c. To educate and counsel persons concerning how to obtain funeral services most relevant to their personal wishes.
d. To engage in educational and benevolent activities concerning arrangements upon death.
e. To do any acts necessary or expedient for carrying on any and all of the activities and pursuing any and all of the objects and purposes of this Corporation.
Section 2. This shall be a non-profit corporation, any net income of which shall not accrue to the benefit of any private individual. In the event of the dissolution of this Corporation, any remaining assets, after the payment of legal obligations, will be distributed to the Funeral Consumers Alliance, Inc., or its qualified successor.
Section 3. The Corporation assumes no legal or financial responsibility for the disposition of the body remains of any person.
ARTICLE III: MEMBERSHIP
Section 1. Any person 18 years of age and older who is not a member of the funeral industry may become a member of the Corporation by filing a membership application and paying the required membership fee as established by the Board of Directors.
Section 2. No person shall be barred from membership by reason of race, color, national origin, sexual orientation, or religious or political belief or affiliation.
Section 3. Any member of any affiliate which is a member of the Funeral Consumers Alliance, who moves into the State of Maine, and who wishes to become a member of this Alliance, may do so on payment of the transfer charge, in the amount set by the Board of Directors at less than the membership fee provided by Section 1. hereof.
Section 4. Any member of any organization which is a member of the Funeral Consumers Alliance, who shall be traveling through or sojourning in the State of Maine, and who shall become in need of the services or assistance of this Alliance, shall be extended the same services or assistance upon the same terms and conditions as that assistance is extended to members of this Alliance.
Section 5. Members of any branches, chapters, or other form of subordinate group of this Alliance shall also be members of this Alliance with full privileges and responsibilities therein.
Section 6. Any individual, business or other organization may apply for membership as a “Friend of FCAMaine.” A membership donation will be required from those seeking to become a Friend in order to offset the costs of printing and mailing materials to them. Friends are entitled to receive regular mailings of the organizations. Members of the funeral industry may only join as Friends, and Friends may not participate in the governance of the organization.
ARTICLE IV: MEMBERSHIP MEETINGS
Section 1. The annual meeting of the Corporation shall be held each year on a specific date to be selected by the Board of Directors. Members shall be so notified not less than ten (10) days prior to the meeting.
Section 2. Special membership meetings may be called by the President or upon written request to the President by twenty percent (20%) of the membership. In case of a requested special meeting, the President shall call for said meeting within five (5) days after receipt of the request. Ten (10) days’ notice shall be given to the membership of any special meeting.
Section 3. Seven (7) members, or twenty percent (20%) of the members, whichever is less, shall constitute a quorum for the transaction of business at a special or regular meeting of the Corporation.
Section 4. Each member shall have one vote. No member shall be entitled to vote by proxy.
Section 5. Robert’s Rules of Order shall govern all questions of parliamentary procedure at all meetings of the Alliance, except where a contrary provision has been specified in the by-laws.
ARTICLE V: BOARD OF DIRECTORS
Section 1. The property and business of the corporation shall be managed and the policies of the corporation shall be established and followed by the Board of Directors which shall be composed of not fewer than nine (9) and not more than fifteen (15) members of the Corporation.
Section 2. The Directors shall be elected at the Annual Membership Meeting. Nominations for Directors may be made from the floor by any member, and by a nominating committee duly appointed by the President. Whenever possible, the names of the nominees shall be sent to the membership together with the notice of the annual meeting.
Section 3. The usual term for a Board member is three (3) years. However, at each Annual Membership Meeting, members shall be elected to the Board of Directors so that, as nearly as possible, one-third of the terms of all board members shall expire in each of the succeeding three years.
Section 4. The Board of Directors shall meet at least annually or more often if it so desires. A special meeting of the Board of Directors may be called by the President or by any Director after having submitted such a request to the President, who in turn shall act upon the request within three (3) days. Ten (10) days’ notice shall be given to the Directors for any special meeting.
Section 5. A majority of Directors elected or appointed and serving shall constitute a quorum at all meetings of the Board of Directors.
Section 6. Any Director who does not attend two consecutive Board meetings without prior, acceptable notice to the President shall be considered to have resigned the position on the Board.
Section 7. Any vacancy occurring on the Board of Directors may be temporarily filled by the remaining Directors pending the next Annual Membership Meeting.
Section 8. Board members shall serve without pay. No Board member shall be compensated for services as a member of the Board of Directors.
ARTICLE VI: OFFICERS
Section 1. The Officers of the Corporation shall be a President, a Vice President, a Treasurer, a Recording Secretary and a Membership Secretary. The term of all such Officers shall be for one (1) year, or until their successors are duly elected.
Section 2. The members of the Corporation at the Annual Membership Meeting shall elect all Officers from the Directors’ roster.
Section 3. Any Director, or Officer may resign his/her office at any time; such resignation to be made in writing and to take effect from the time of its receipt by the President or next ranking Officer in case of his/her absence or incapacity, unless some other time is fixed in the resignation.
Section 4. If any of the offices shall become vacant for any reason, the Directors may elect a successor who shall hold office until the next Annual Membership Meeting.
Section 5. The President shall preside at all meetings of the membership and all meetings of the Board of Directors and shall perform all duties incident to the President, including handling administrative details for the smooth functioning of the Corporation, and such other duties as may be prescribed by the Board of Directors.
Section 6. The President may designate any committee that may become necessary or convenient for undertaking the purposes of the Corporation. The composition and appointment of the members and chairpersons of all committees shall be made and determined by the President, subject to the approval of the Board of Directors. Such committees shall include an Executive Committee consisting of the Officers of the Corporation and at least two other Directors who may conduct the affairs of the Corporation between meetings of the Board when the Board itself cannot conveniently be assembled.
Section 7. The Vice President shall act in the absence or incapacity of the President; and shall perform such other duties as may be prescribed by the Board of Directors.
Section 8. The Treasurer shall be responsible for the administration of financial affairs of the Corporation; shall keep books and accounts of income and expenditures; shall have custody of all original investment records; and shall perform such duties as shall be prescribed by the Board of Directors.
Section 9. The Recording Secretary shall keep the minutes of all Membership and Board of Directors’ Meetings, keep the master copy of the current by-laws; maintain and keep current the master register of the terms served by Directors and Officers over a minimum three-year period, said register to be held in the Corporation archives; and perform such other duties as may be prescribed by the Board of Directors.
Section 10. The Membership Secretary shall maintain the Corporation’s membership records and its mailing list, distribute appropriate information to new members, and answer inquiries about the membership.
ARTICLE VII: DIRECTORS’ AND OFFICERS’ TERMS AND LIMITS
Section 1. No member may serve more than six (6) consecutive years on the Board of Directors. After serving the six (6) consecutive years, the Director is not eligible for re-election to the Board until two (2) years have elapsed from the end of the sixth (6th) year of consecutive service.
Section 2. No member may serve more than three (3) consecutive years in the offices of President, Vice President, Treasurer or Recording Secretary. After serving three (3) consecutive years in any of said offices the member is not eligible for re-election to that same office until two (2) years have elapsed from the end of the third (3rd) consecutive year of service in said office.
Section 3. No member may serve more than six (6) consecutive years in the office of Membership Secretary. After serving six (6) consecutive years the member is not eligible for the re-election to that office until two (2) years have elapsed from the end of the sixth (6th) consecutive year of service as the Membership Secretary.
Section 4. A member may serve on a committee even though in that year said member may be ineligible to serve on the Board of Directors.
Section 5. The terms of Directors and Officers commence at the conclusion of the Annual Membership Meeting at which they were elected and terminate at the end of the Annual Membership Meeting at which their terms are completed and at which their successors are elected.
Section 6. Any Director or Officer, either elected or appointed, who serves any part of a year shall be assumed to have served for a full year for purposes of applying the limits described in this Article.
ARTICLE VIII: FINANCE
Section 1. An audit of the Corporation’s financial records shall be made annually by two (2) members appointed by the President. Such audit shall be made promptly after (1) the close of the Corporation’s fiscal year, or (2) the creation of a mid-term vacancy in the office of Treasurer.
Section 2. The fiscal year of the Corporation shall commence on January 1 and end on December 31 of each calendar year.
ARTICLE IX: INDEMNIFICATION CLAUSE
Section 1. Each present, past and future Director and Officer, whether or not then in office, shall be indemnified by the Corporation against any expenses actually and reasonably incurred by or imposed upon him/her (including but without being limited to settlements, judgments, costs and counsel fees) in connection with the defense of any administrative, civil or criminal action, suit or proceeding in which he/she is made a party by reason of being, or having been, a Director or Officer of the Corporation; except in relation to matters as to which he/she shall actually be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of any other rights to which such Director or Officer may be entitle under any other by-law, agreement, vote of members, or as a matter of law, or otherwise.
ARTICLE X: AMENDMENTS OF BY-LAWS
Section 1. These by-laws may be amended by a two-thirds (2/3rd) vote of those present and entitled to vote at any duly called annual or special meeting of the membership.