BY-LAWS OF PIEDMONT INTERFAITH CONSERVATION BURIAL SOCIETY, INCORPORATED
[As approved by the members at the Annual Meeting on February 19, 2017]
We, the members of the Piedmont Interfaith Conservation Burial Society, Incorporated, in order to more effectively serve the people of this community, and pursuant to the statutes in such cases made and provided, formed a corporation known as “Piedmont Interfaith Conservation Burial Society, Incorporated.”
The mission of the Piedmont Interfaith Conservation Burial Society, Incorporated, is to provide an accessible and meaningful burial option while protecting, restoring and permanently endowing natural lands in the Piedmont area and educating people about conservation burial.
ARTICLE I-NAME AND OFFICE LOCATION
Section 1. The name of this corporation shall be Piedmont Interfaith Conservation Burial Society. The business of the corporation may be conducted as Piedmont Interfaith Conservation Burial Society, Incorporated.
Section 2. Piedmont Interfaith Conservation Burial Society, hereafter known as the Society, is a non-profit corporation and shall operate exclusively for educational and charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal tax code.
Section 3. The principal office of this organization is located in the city of Greensboro, County of Guilford, State of North Carolina.
ARTICLE II-PURPOSES AND POWERS
Section 1. The purpose of the Society is advocacy and education of the public for the establishment of conservation burial land in the central North Carolina area.
Section 1.The Society may authorize any officer, agent or agents of the Society, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society; and such authority may be general or confined to a specific instance.
Section 2 Checks, Drafts, Etc. - All checks, drafts, or order for the payment of money, notes, or other evidences of indebtedness issued in the name of the Organization shall be signed by such officer or officers, agent or agents of the Society and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such determination by resolution by the Board, such instruments shall be signed by either the Treasurer, President or Secretary of the Society; or any two such persons in any case when the amount is equal to or greater than $500.
Section 3 Deposits – All funds of the Society shall be deposited from time to time to the credit of the Society in such banks, trust companies, or other depositories as the Board may select.
Section 1. Any person paying an annual membership fee, which shall be determined by the Board of Trustees from time to time, shall be a member in good standing. From time to time, the Board of Trustees may establish other categories of annual support.
ARTICLE V MEMBERSHIP MEETINGS
Section 1. Annual Meeting. The annual meeting of this Society shall be held in February of each year at such day, time and place as shall be designated by the President of the Society.
Section 2. Notice of Meetings. Written, printed or electronic notice stating the place, day and hour of any meeting of members shall be delivered to members by either the Secretary, or the Secretary’s designee no less than 30 days in advance.
Section 3. Quorum. A quorum for any Society meeting shall consist of seven or more members present. Except as herein provided, all votes of members shall be determined by a simple majority of those present and voting. Every member in good standing shall be entitled to one vote. Voting by proxy may be permitted under such conditions as may be determined by the Board of Trustees.
Section 4. Presiding Officers. The President and Secretary of the Society shall act as President and Secretary of each meeting of the members of the Society, unless the meeting shall otherwise decide.
Section 5. Order Of Business For The Annual Meeting The order of business at the annual meetings, special and regular meetings, and as far as practicable at all other meetings of the members shall be as follows:
1. Proof of due notice of meeting.
2. Reading and disposal of unapproved minutes.
3. Annual reports of officers and committees.
4. Election of trustees as herein provided.
5. Unfinished business.
6. New business.
ARTICLE VI BOARD OF TRUSTEES.
Section 1. The affairs of the Society shall be managed by its Board of Trustees. All powers of the Society, including establishment of policy, determination of matters of business, adopting bylaws and amending or altering same, are vested in the Board of Trustees.
Trustees shall exercise the powers and duties conferred upon them by the laws of this state hereto.
No officer or trustee of this corporation shall be personally liable for the debts or obligations of the Society of any nature whatsoever, nor shall any of the property or assets of the officers or trustees be subject to the payment of the debts or obligations of this corporation.
Section 2. The Board of Trustees of the Society shall consist of not less than five or more than seven members.
Section 3 To qualify for the Board of Trustees, a person must be a member of the Society and must fully subscribe to and have a working interest in the purposes and basic policies of the Society.
Section 4. Election. All trustees shall be elected for a one-year term by nomination and vote at the regular annual meeting of this Society, except in case of vacancy, which shall be filled by the Board of Trustees as provided by these by-laws. All trustees may serve until the next annual meeting of the society.
Section 5. The Trustees of this Society shall constitute a board, and a majority shall be a quorum thereof for the transaction of business. This board shall have power to fill, by appointment for the remainder of the term only, any vacancy in said board occurring during the term for which any trustee shall have been elected.
Section 6 Trustees shall not receive any compensation from the Society for their service on the Board of Trustees, but may be reimbursed for accrued and necessary expenses.
Section 7 Board Meetings The Board of Trustees shall meet at least once each year or as may be called by the President to conduct the business of the Society. The Board of Trustees shall be advised at least five (5) days in advance of each meeting.
Section 8- A Trustee may be removed from office for cause, by majority vote at a meeting of the Board of Trustees, provided notice of such proposed action shall have been duly given in the notice of the meeting and provided the Trustee has been informed in writing of the charges made against them at least ten (10) days before such meeting.
ARTICLE VII OFFICERS
Section 1. Officers. The general officers of this Society shall be a President, Vice President, Secretary, Assistant Secretary and Treasurer. One officer may hold two offices.
Section 2. President The principal duty of the President shall be to preside at the meetings of the Board of Trustees, and the members of the Society, and have general supervision of the affairs of the Society.
Section 3. Vice President The principal duties of the Vice President shall be to discharge the duties of the President in the absence, disability or removal of the latter, as well as such duties as may be assigned by the President.
Section 4. Secretary The principal duties of the Secretary shall be to keep a record of the proceedings of the Board of Trustees, and meetings of the members of the Society; to send out or publish all notices for annual and special meetings of the members of the Society or the Board of Trustees; to safely and systematically keep all books, records, and documents belonging to the Society; attend to all correspondence, notices for publication, and printing.
Section 5. Assistant Secretary The principal duties of the Assistant Secretary shall be to assist with the duties of the Secretary.
Section 6. Treasurer The principal duties of the Treasurer shall be to keep accurate account of all moneys received and disposed of and of the money and property on hand as shall be required by the Board of Trustees. All funds and securities of the Society shall be deposited in a depository designated by the Trustees. The Treasurer will make a financial report for each Board of Trustees meeting and for each Annual Meeting.
Section 7. The Board of Trustees may provide by appointment of such additional officers as they deem for the best interest of the Society. Said officers shall perform such additional duties as may be imposed by any law, or provided by the by-laws, or required by the Board of Trustees.
Section 8. Order Of Business. The order of business at any regular or special meeting of the Board of Trustees shall be:
1. Establish quorum
2. Reading and disposal of unapproved minutes.
3. Reports of officers and committees.
4. Unfinished business.
5. New business.
Section 1. These bylaws may be amended at any annual, regular, or special meeting of the Society called for that purpose, by a two thirds vote of all the members present or represented by proxy, notice of the intended change having been given at a previous meeting, or fully set forth in a notice at least (30) days in advance of the meeting. As provided in these bylaws, the Board of Trustees may make changes as expressly indicated. Such changes will be valid until the next Annual General Membership Meeting of the Society, at which time they will be presented for approval by the membership.