BY-LAWS
OF
NATIONAL CASKET RETAILER’S ASSOCIATION
TABLE OF CONTENTS
Effective July 5th, 2003 replacing the NCRA by-laws of
September 19, 1998
PAGE
ARTICLE I CORPORATE NAME AND PURPOSES; OFFICES AND
RESGISTERED AGENT. 1
Section 1.1 Corporate Name 1
Section 1.2 Purposes 1
Section 1.3 Principal Office 1
Section 1.4 Registered Office and Agent 1
ARTICLE II MEMBERS 1
Section 2.1 Selection; Qualification 1
Section 2.2 Classes; Dues 2
Section 2.3 Resignation 2
Section 2.4 Transfer of Membership 2
Section 2.5 Voting Rights of Member; Meeting of Members 2
ARTICLE III DIRECTORS 2
Section 3.1 General Powers 2
Section 3.2 Number of Qualifications 2
Section 3.3 Resignation and Removal 2
Section 3.4 Term of Office 2
Section 3.5 Annual Meeting of Directors 3
Section 3.6 Regular and Special Meeting of Directors 3
Section 3.7 Notice 3
Section 3.8 Quorum 3
Section 3.9 Informal Action by Directors 3
Section 3.10 Manner of Acting 4
Section 3.11 Vacancies 4 3.3 Resignation and Removal 3
Section 3.12 Reimbursement and Compensation 4
Section 3.13 Organization 4
Section 3.14 Presumption of Assent 4
Section 3.15 Mode of Meeting 4
Section 3.16 Advisory Board 4
ARTICLE IV OFFICERS 5
Section 4.1 Designation and Qualifications 5
Section 4.2 Term of Office, Resignation, and Removal 5
Section 4.3 Vacancies 5
Section 4.4 Control by Board of Directors 5
Section 4.5 Reimbursement and Compensation 5
Section 4.6 President 5
Section 4.7 Vice-President 6
Section 4.8 Treasurer 6
Section 4.9 Secretary 6
ARTICLE V STANDING AND SPECIAL MEETINGS 7
Section 5.1 Executive Committee 7
Section 5.2 Formation 7
Section 5.3 Powers 7
Section 5.4 Tenure 7
Section 5.5 Meetings 7
Section 5.6 Quorum 7
Section 5.7 Manner of Acting 8
Section 5.8 Vacancies 8
ARTICLE VI STANDING AND SPECIAL MEETINGS 8
Section 6.1 Indemnification of Directors and Officers 8
Section 6.2 Contract with the Association 8
Section 6.3 Payment of Expenses in Advance 8
Section 6.4 Insurance Against Liability 8
Section 6.5 Other Rights of Indemnification 9
ARTICLE VII FEDERAL TAX PROVISIONS 9
Section 7.1 Inuring of Benefits 9
Section 7.2 Lobbying 9
Section 7.3 Prohibited Activities Generally 9
Section 7.4 Distribution of Assets Upon Dissolution 9
ARTICLE VIII MISCELLANEOUS 10
Section 8.1 Loans 10
Section 8.2 Leases 10
Section 8.3 Contracts 10
Section 8.4 Checks, Drafts, Etc 10
Section 8.5 Deposits 10
Section 8.6 Books, Records, and Minutes 10
Section 8.7 Gifts 10
Section 8.8 Fiscal Year 10
Section 8.9 Amendment of By-laws 11
Section 8.10 Benefits of Membership
BY-LAWS OF
NATIONAL CASKET RETAILER’S ASSOCIATION
http://www.casketstores.com
ARTICLE I CORPORATE NAME AND PURPOSES; OFFICES AND REGISTERED AGENT
Section 1.1. Corporate Name. The name of the corporation, as incorporated and existing under and by virtue of the Illinois General Not for Profit Corporation Act, as amended (hereinafter referred to as the "Act"), shall be the "NATIONAL CASKET RETAILER’S ASSOCIATION" (hereinafter referred to as the "corporation", “NCRA” or the "association").
Section 1.2. Purposes. The association is organized exclusively as a business trade association purposes within the meaning of Section 501(c)(6) of the Internal Revenue Code, as amended from time to time (hereinafter referred to as the "Code"), including the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(6) of the Code and the actual organization and operation of activities furthering the exempt purposes of the association. The NCRA is organized to advance the general welfare and prosperity of the owners and employees of independent casket retail stores, and selective like sellers of death care products - to enable these businesses to prosper. The NCRA is committed to lawfully oppose anti-competitive activity by the funeral industry. All necessary means of promotion of this organization shall be provided. The association aggressively pursues and protects the interest of retailers and the trademark of the NCRA name. More particularly, the purpose of the association to inform and educate the public of choices available in the making of funeral arrangements, to seek fair treatment of the public in the making of such choices, to act as a watchdog within the death care trade, gathering, disseminating, and offering information to governmental bodies, authorities and agencies in support of competitive and informed choices of products and services in the death care trade.
Section 1.3. Principal Office. The association shall have and continuously maintain a principal office at such location in the United States of America as its Board of Directors shall from time to time determine. The current Tresurer's Office of the NCRA is the office of record for keeping documents and his or her address is used where mail concerning the NCRA and other contact information for the association is needed.
Section 1.4. Registered Office and Agent. The association shall have and continuously maintain a registered office and agent in the State of Illinois in accordance with the requirements of the Act, which may, but need not, be identical with its principal office.
ARTICLE II MEMBERS
Section 2.1. Selection, Qualification. Subject as hereinafter provided, membership in the association shall be open and awarded to all persons, (after a review for acceptance or not by the Board) whether individuals, corporations or other legal entities, who (a) are an independent retail casket store owner having an interest in the objectives of the organization, having also agreement to and adhering of the NCRA mission statement, shall be eligible to apply for membership, and do engage in the retail sale of caskets and related products, (b) as a condition to their acceptance into membership and, thereafter, as a continuing duty of membership, agree to abide at all times by the Code of Business Conduct, as the same may be amended or restated at any time and from time to time by the Board of Directors acting in its sole discretion, and (c) shall pay their dues and, otherwise, comply with all the other conditions of membership as may be determined at any time and from time to time by the Board of Directors in its sole discretion. (d) Eligibility will be established by submitting any two or more of the following documents along with the completed application and appropriate membership fee, sent by mail to the NCRA Treasurer's Office for review by the Board of Directors for acceptance or not:
Copy of business license,
certificate of use and sales tax permit;
Proof of business insurance;
Voided business check with name imprinted;
Copy of phone or utility bill in business name;
Invoice or shipping document of casket purchase;
Photo of facility;
If in the event you are not accepted for membership, your application fee will be refunded. After acceptance, fees are non-refundable
Section 2.2. Classes; Dues. The Board of Directors, pursuant to a resolution duly adopted, may, but need not, establish and determine the conditions and classes of membership, including schedules of dues, as the Board of Directors in its sole discretion may determine from time to time. No increase in dues shall have the effect of shortening the membership of any members.
Section 2.3. Resignation. Any member may resign membership in the association by filing a written resignation with the Secretary, but such resignation shall not relieve the resigning member of the obligation to pay any charges theretofore incurred and unpaid.
Section 2.4. Transfer of Membership. Membership in the association is personal for members and is neither transferable nor assignable.
Section 2.5. Voting Rights of Members; Meeting of Members. This organization will be democratically controlled by the membership, as noted:
2.5.1 The Board of Directors can and will fill open seats by voting within the Board of Directors to fill that position. Any member in good standing of the NCRA membership may submit their name for any seat during the election year and process, however the then seated Board of Directors will have final say toward the seating of this member to the Board of Directors. The Board is obligated to discuss with membership on this election of new persons seated to the Board from the election results, presenting their documentation yea or nay, however the Board will have last say in this matter. Elections will be held in odd-numbered years. Any member may submit a name in nomination, including oneself. Nominations must be submitted to the Secretary of the organization at least forty-five (45) days prior to the election year annual Meeting on odd numbered years, any member desiring to sit on the Board of Directors. (A member acting as an election judge may be temporarily seated for these duties due to the election and ballots - by the Board of Directors if the Secretary is busy at this time)
At least thirty (30) days prior to the Annual Meeting on odd numbered years, the Secretary shall prepare a ballot listing the candidates in alphabetical order, and shall mail this ballot to all active members via U.S. Mail. Candidates' statements and ballots will be sent, by whatever means, to the membership. Voted ballots must be received in the Secretary's office postmarked no later than fifteen (15) days prior to the date of the semi-annual election Meeting. Terms of office are for 2 years (24 months). If a vacancy occurs, the Board may appoint someone to fill the position for the remainder of the term.
The Board will elect officers from among its members: President, Vice-president, Secretary, Membership Chair as well as other Directors and Treasurer. The Board of Directors may call informal meetings of the members as it determines in its sole discretion.
2.5.2 Members shall have the right to approve, by affirmative majority vote of the members entitled to vote thereon, prior to action thereon by the Board of Directors, the following matters:
.1 the initiation of any costly advertising campaigns in the name of the association;
.2 the adoption of the annual budget of the association, as proposed and recommended by the Board of Directors;
.3 the expenditure of (if) any monies, that are in excess of $2,500.00 per item and in excess of $10,000 in the aggregate, not included in the annual budget, if it is concerning any litigation in the name of the association;
.4 the sale or other transfer of any asset of the association, other than in the usual and ordinary course of business;
.5 the merger or consolidation of the association with any other entity; or
.6 the dissolution of the association.
2.5.3 An annual meeting of the members in good standing shall be held along with any of the Board of Directors who may be present, at such time and place, within or without the State of Illinois, as set forth in a resolution duly adopted by the Board of Directors. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the association and not affect the validity of association action. If an annual meeting has not been held within the earlier of twenty four months after the end of the association’s fiscal year or twenty nine months after its last semi-annual meeting and if, after a request in writing directed to the President of the association, a notice of meeting is not delivered to members within 60 days of such request, then any member entitled to vote at a semi-annual meeting may apply to the circuit court of the county in which the registered office or principal place of business of the association is located for an order directing that the meeting be held and fixing the time and place of the meeting. The court may issue such additional orders as may be necessary or appropriate for the holding of meetings.
2.5.4 Special meetings of the members may be called by the President or by the Board of Directors. Special meetings of the members may also be called by members who, in the aggregate, hold more than fifty percent (50%) of the votes entitled to vote at such meetings.
2.5.5 The Board of Directors may call informal meetings of the members as the Board of Directors determines in its sole discretion. Electronic or conference telephone calls with the majority of the Board present is an acceptable form of “meeting.”
2.5.6 Each member of the association shall be entitled only to one (1) vote, no matter if same owner with more than one retail store as listing as members of the association .
2.5.7 Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 5 nor more than 60 days before the date of the meeting, or in the case of a merger, consolidation, dissolution or other transfer of assets not less than 20 nor more than 60 days before the date of the meeting, by or at the direction of the President, or the Secretary, or the members calling the meeting, to each member of record entitled to vote at such meeting.
ARTICLE III DIRECTORS
Section 3. 1. General Powers. Except as otherwise expressly provided by law, the property and affairs of the association shall be managed by or under the direction of its Board of Directors, which shall be its governing body. The Board of Directors may exercise all the powers, rights, and privileges of the association, whether expressed or implied in the Articles of Incorporation or conferred by the Act or otherwise, and may do all acts and things which may be done by the association. Each director shall be entitled to one full vote on each matter.
Section 3.2. Number and Qualifications. The association's Board of Directors shall be composed of no fewer than three (3) and no more than ten (10) directors as determined from time to time by action of the Board of Directors. The number of directors also may be decreased, but in no event to less than three, or increased to any number by the affirmative vote of the majority of directors then in office. No decrease shall have the effect of shortening the term of an incumbent director. An individual need not be a resident of Illinois or a citizen of the United States to hold the position of director.
Section 3.3. Resignation and Removal. Any director may resign by written notice delivered to the Board of Directors, its chairperson, or to the President or Secretary of the association. A resignation is effective when the notice is delivered, unless the notice specifies a future date. A pending vacancy may be filled pursuant to Section 3.1 1 before the effective date. Any director may be removed, with or Without cause, by the affirmative vote of a majority of the directors then in office. Membership removal, below, if occurs, does so without refund of any membership fees paid.
A. Any member may resign from the organization upon written request to the Board of Directors;
B. Any member shall be expelled by the board of Directors by two-thirds (2/3) vote for nonpayment of dues after 60 days from the September 30th due date, unless otherwise extended for good cause. Statement of renewal membership fees The Treasurer shall cause the mailings of renewal fees due each year for continued membership in the association - sending out invoices August of each year. September is the month the renewal fees are due, to be mailed payable to the National Casket Retailer's Association - back to the current Treasurer no later than September 30th, to be timely paid. In the event the need arises to send a second or more invoice, (or even if no further invoice, e-mailing instead) a late fee will be added of no less than 15% of the amount due, for renewal fees not timely submitted in the 30 days after invoiced, due to the association. If the removal of the casket store listing is needed due to non payment by November 15th, and the funds arrive later than that for the renewal (plus late fee is paid) - there will also be a fee (to be announced) added to re-list the store on the store directory website, payable to the webmaster.
C. Any member may be expelled by two-thirds (2/3) vote of the Board of Directors at a called meeting, thereof, for conduct unbecoming a member, and/ or failing to abide by the “Code of Ethics” or prejudicial aims of repute of the organization, after notice and opportunity for a hearing are afforded the member complained against;
D. Any member may be expelled by the Board of Directors by two-thirds (2/3) vote if said member is no longer the owner, spouse or employee of an independent retail casket store, or selective related like business in the death care industry trade;
E. Submission of false or fraudulent information on the membership application shall be grounds for immediate termination of membership;
Section 3.4. Term of Office. The term of office of each director shall be two years until the next semi-annual meeting specific for elections on odd number years of the Board or Directors or until his or her successor shall have been elected and qualified.
Section 3.5. Annual Meeting of Directors. An annual meeting of the Board of Directors and membership who may attend, shall be held between the third weekend of September and the last week of October (vote taken by membership to find best time and location) of each year. (or as soon thereafter as feasible) of each year at a time and in a place, within or without the State of Illinois, set forth in a resolution duly-adopted by the Board of Directors and without other notice than such resolution. Failure to hold an annual meeting at the designated time and place shall not work a forfeiture or dissolution of the association.
Section 3.6. Regular and Special Meetings of Directors. The Board of Directors may provide, by resolution, the time and place, within or without the State of Illinois, for the holding of regular meetings. Special meetings of the Board of Directors may be called at any time by or at the request of the President or any two directors. The time and place of special meetings shall be at such a time and in such place, within or without the State of Illinois, as may be designated by the person or persons calling the meeting. Electronic communication may satisfy Board meeting requirements provided all are so notified and a majority is in agreement.
Section 3.7. Notice. Notice of any regular or special meetings of the Board of Directors shall be given at least five days prior there to by written notice to each director at such address as he or she may have advised the Secretary of the association to use for such purpose, except that no special meeting of the Board may remove a director unless written notice of the proposed removal is delivered to all directors at least twenty days prior to such meeting. If delivered, such notice shall be deemed to be given when delivered. If mailed, such notice shall be deemed to be given two business days after deposit in the United States mail so addressed, with postage thereon prepaid. If given by telegraph, such notice shall be deemed to be given the next business day following the day the telegram is given to the telegraph company. A waiver of notice in writing signed by the director entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute waiver of notice thereof unless the person attends the meeting for the express purpose of objecting to the transaction of affairs of the association at the meeting because the meeting is not lawfully called or convened. Neither the affairs to be conducted at, nor the purpose of, any regular meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. In the case of a special meeting or when otherwise required by law or these By-Laws, including in the case of the removal of a director, the purpose of the meeting shall be identified in the written notice.
Section 3.8. Quorum. One-third of the number of directors fixed by these By-laws (but no less than four) shall constitute a quorum for the transition of the association's affairs at any meeting of the Board of Directors, unless a greater number is required by law, the Articles of Incorporation of the association, or these By-laws-, provided, however, that if less than a quorum of directors is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further, notice than announcement at the meeting.
Section 3.9. Informal Action by Directors. Any action required to be taken, or which may be taken, at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof. Any consent may be signed in counterparts with the same force and effect as if all directors had signed the same copy. All signed copies of any such written consent shall be delivered to the Secretary of 'the association“ to be filed in the corporate records. The action taken shall be effective when all the directors have signed the consent unless the consent specifies a different effective date. Any Such consent signed by all of the directors shall have the same effect as a Unanimous vote.
Section3.10. Manner of Acting. The affirmative votes of majority of the directors present at a meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors, unless the affirmative vote of a greater number is required by law or these By- laws. No director may act by proxy on any matter.
Section 3.11. Vacancies. A vacancy in the Board of Directors occurring by reason of death, resignation, or removal of a director, or a vacancy occurring because of an increase in the number of directors, shall be filled by vote of the Board of Directors at any regular or special meeting daily convened or by action of the remaining directors taken pursuant to Section 108.45 of the Act in lieu of such meeting. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
Section 3.12. Reimbursement and Compensation. The directors shall receive no compensation for their services as directors. Directors shall be entitled to reimbursement for out-of-pocket expenses reasonably incurred in the discharge of their duties as directors.
Section 3.13. Organization. At meetings of the Board of Directors, the President of the association, if he or she is a director and is present, shall act as chairperson of the meeting; in the absence of the President, the Vice-President and then the Treasurer, if serving as a director and present, successively and, in the order listed, otherwise a person chosen by a majority vote of the directors present at the meeting, shall act as chairperson of the meeting. The Secretary of the association or, in the absence of the Secretary, a person appointed by the chairperson of the meeting, shall act as secretary of the meeting. The chairperson of the meeting shall have the right to decide, without appeal, the order of business for such meeting and all procedural matters, including the right to limit discussion that is unreasonable cumulative, prolonged, or irrelevant.
Section 3.14. Presumption of Assent. A director who is present at a meeting of the Board of Directors at which action on any matter is taken shall be presumed conclusively 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 or certified mail to the secretary of the Association immediately after the adjournment of the meeting. Such right to dissent shall not apply to director who voted in favor of such action.
Section 3.15. Mode of Meeting. Unless specifically prohibited by the Articles Of Incorporation of the association or these By-Laws, members of the Board of Directors or any other committee designated by the Board of Directors may participate in and act at any meeting thereof through use of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting by such means shall constitute attendance and presence in person at the meeting of the person or persons so participating for all purposes, including fulfilling the requirements of Section 3.8 and 3.10
Section 3.16. Advisory Board. The Board of Directors at any time by resolution may provide for an advisory board of directors (the "advisory board") and elect members to it (each an "advisory member") to serve for such term is the Board may designate. Each advisory member shall not have any of the duties and responsibilities of a Director, but rather shall be reasonably available to consult with and advise the Board of Directors and association officers regarding association matters at such times and places and in such manner as shall be convenient for the advisory member., By in advisory member consenting to serve in such capacity, the advisory member allows his or her name to be publicly listed as such and as supporting the association's purposes, mission and activities. Any advisory member may resign at any time by written notice delivered to the Board of Directors, its chairperson, or to the President or Secretary of the association. Any advisory member may be removed, with or without cause, by the affirmative vote of a majority of the Directors present at a meeting at which a quorum is present.
Section 4.1. Designations and Qualifications. The officers of the association shall be a President, Vice President, a Treasurer, a Secretary, a Membership Chair, Directors and such other offices as may be elected by the Board of Directors. The Board of Directors shall elect such officers to serve for terms of two years and until their respective successors shall have been elected and qualified. The Board of Directors at its discretion may elect two persons to share the office of President as Co-Presidents, each of whom to have the duties, obligations, powers, authority and limitations of such office to be apportioned between them as the Board or such persons by agreement may determine from time to time. Any two or more offices may be held by the same person. Officers whose authority and duties are not prescribed in these By-Laws shall have the authority and perform the duties prescribed from time to time by the Board of Directors.
Section 4.2. Term of Office, Resignation, and Removal. Officers of the association shall serve until their respective successors shall have been elected and qualified; provided, however, that the term of any officer may be terminated sooner by death, resignation, or removal, Any officer may be removed by the Board of Directors at any time, with or without cause, by a majority of the directors present at a meeting of the Board of Directors at which a quorum is present. Any such removal shall be without prejudice to the contract rights, if any, of the person so removed, but election to office shall not of itself create any contract rights.
Section 4.3. Vacancies. A vacancy in any office, however, arising, if filled, shall be filled for the unexpired portion of the term in the same manner as provided for election to the office.
Section 4.4. Control by Board of Directors. The powers and duties of officers of the association as prescribed by this Article or elsewhere in these By-laws are subject to alteration or suspension by the Board of Directors, from time to time either in general or in specific instances or for specific purposes, all as set forth in a resolution of the Board of Directors effecting such alteration or suspension.
Section 4.5. Reimbursement and Compensation. The officers of the association shall serve without compensation. Officers shall be entitled to reimbursement for out-of-pocket expenses reasonably incurred in the discharge of their duties.
Section 4.6. President. The President shall be the principal executive officer of the association and, subject to the direction and control of the Board of Directors, shall have general charge of its affairs. In general, the powers and duties of the President shall be those ordinarily exercised or performed by the chief executive officer of' a for-profit corporation and such other powers and duties as may be assigned by the Board of' Directors. Without limiting the generality of the foregoing by this specification, in addition to presiding at meetings as provided elsewhere in these By-laws, the President shall see that the resolutions and directions of the Board of Directors are carried into effect. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the association, or a different mode of execution is expressly prescribed by the Board of Directors or these By-laws, the President may execute for the association such documents as needed for the conduct of the association's affairs in the ordinary course, as well as any contracts or checks or other documents which the Board of Directors has authorized to be executed, and he or she may accomplish such execution without a seal of the association and either individually or with the Treasurer or Secretary or any other officer there unto authorized by the Board of Directors, according to the requirements of the form of the document. All references in these By-laws to the President shall apply also to the Co-Presidents to the extent and in the manner appropriate in the context of each reference.
On or before November 30, the Chairman of the Board shall prepare a proposed budget for the coming year and submit it to the Board of Directors for approval
Section 4.7. 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 Board of Directors. In the absence of the President or either Co-President or in the event of either of their inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have ail the powers and duties of and be subject to all the restrictions upon the President. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the association or a different mode of execution is expressly prescribed by the Board of Directors or these By-laws, the Vice-President may execute for the association such documents as needed for the conduct of the association's affairs in the ordinary course, as well as any deeds, mortgages, leases, bonds, contracts, checks, notes, or other documents which the Board of Directors has authorized to be executed, and he or she may accomplish such execution without the seal of the association and either individually or with the Treasurer or Secretary or any other officer thereunto authorized by the Board of Directors, according to the requirements of the form of the document.
Section 4.8. Treasurer. The Treasurer shall be the principal accounting and financial Officer of the association and, in general, the powers and duties of the Treasurer shall be those ordinarily incidental to the office of treasurer of a for-profit corporation and such other powers and duties as may be assigned to the Treasurer by the Board of Directors or by the President. Without limiting the generality of the foregoing by this specification, the Treasurer (or his or her agent as duly authorized by action of the Board of Directors) shall (a) be responsible for the collection, receipt, custody, and disbursement of all corporate funds and securities, (b) deposit all moneys and other valuable effects in the name and to the credit of the association in such banks or other depositories as may be designated by the Board of Directors or by an officer of the association, pursuant to any delegation of such authority by the Board of Directors or by an officer of the association, pursuant to any delegation of such authority by the Board of Directors, (c) be responsible for carrying out the policies of the association relating to the approval, grant, or extension of credit by the association and for the procurement and maintenance of adequate insurance for the association, (d) have charge of and be responsible for maintenance of adequate books of account for the association; and (e) render Such reports with respect to accounting and financial matters to the President and to the Board or Directors, (s)he
shall cause a quarterly financial report to be made to the Board of directors, and distributed annually to the association membership by mail or at the annual meeting. The Treasurer shall co-authorize and/ or be a signer on all disbursed checks. Also, billing any renewal fees to membership and also invoice for (if any) advertising on the web site, to be the collection offices of the association.
Section 4.9. Secretary. In general, the powers and duties of the Secretary shall be those ordinarily incidental to the office of secretary of a for-profit corporation and such other powers and duties as may be assigned to the Secretary by the Board of Directors or by the President. Without limiting the generality of the foregoing by this specification, the Secretary shall (a) attend all meetings of the Board of Directors, record the minutes of the meetings of the Board of Directors in one or more books provided for that purpose, and shall include in such books the actions by written consent of the Board of Directors; (b) see that all notices are duly given in accordance with the provisions of these By-laws or Is required by law, (c) be the custodian of the corporate records and certify the By-laws, resolutions of the Board of Directors and any committees of the Board of Directors, and other documents of the association as being true and correct copies thereof, (d) keep a register of the post-office address of each director and member which shall be furnished to the Secretary by such director or member; (e) sign with the President, or any other officer thereunto authorized by the Board of Directors, any contracts or other documents which the Board of Directors had authorized, and he or she may (without previous authorization by the Board of Directors) sign with such other officers as aforesaid such contracts and other documents as the conduct of the association's affairs in its ordinary course requires, in each case according to the requirements of the form of the document, except when a different mode of execution is expressly prescribed by the Board of Directors or these By-laws; and (f) keep and file all reports, statements, and other documents required by law, except where the duty is expressly imposed on some other officer or agent. To assist in the mailing of any newsletters, or the writing of same.
Section 4.9. Membership Chair This office is seated to act as a resource of any prospective member so they may email or call to ask any questions about membership in the NCRA. Also sending out a Welcoming letter and the membership certificate to new paid members, (and yearly to all paid renewals) with a “Code of Ethics” along with directing the new member where the by-laws are found on the NCRA website: If the new member does not have access to a computer and requests it ~ a set of the by laws can be mailed from this office. Also, the Membership chair can act as his or her time permits in any given week, in researching for prospective members by searching the web, or referral of present NCRA members, and inviting them to look the NCRA over - by sending email or snail mail to them for this purpose.
ARTICLE V STANDING AND SPECIAL COMMIT'I'EES
Section 5.1. Executive Committee. The Board of Directors hereby reserves the right to create by appropriate Board resolution an Executive Committee of the Board of Directors. The Executive Committee shall be composed of such members as the Board of Directors in its discretion determines. The Executive Committee may be authorized to act with all the powers of the association on conducting the ordinary affairs of the association except those powers and acts prohibited by Section 108.40(c) of the Act.
Section 5.2. Formation. The Board of 'Directors may, by resolution, create one or more additional standing, special or other committees, each of which shall consist of such persons as the Board of Directors designates. Each committee shall have as a member at least one director of the association. The President shall be a member, ex officio, with voting privileges, of each committee created pursuant to this section.
Section 5.3. Power. Each committee created under Section 5.2 of this Article shall have the powers specified in the corporate resolution creating such committee and those not restricted by law.
Section 5.4. Tenure. Members of the Committees appointed pursuant to this Article shall serve for two years and until their successors have been appointed, unless prior thereto the committee is dissolved by termination of its purpose or by resolution of the Board of Directors, or a member’s service is sooner terminated by resignation, inability or unwillingness to serve, death or removal by the Board of Directors.
Section 5.5. Meetings. The Board of Directors shall designate one of the members of each committee as its chairperson. The chairperson shall preside at meetings of the committee. In the absence of the chairperson, the committee members present shall appoint one of their number as a temporary chairperson.. Notice of the time and place of meetings of committees shall be given to committee members at least two days in advance of the meeting, but such notice may be waived in writing or by attendance at the meeting.
Section 5.6. Quorum. Unless otherwise provided by the Board of Directors, a majority of the committee shall constitute a quorum. If a quorum is not present at a meeting, a majority of the members present may adjourn the meeting from time to time without further notice.
Section 5.7. Manner of Acting. The act of a majority of the members of a committee present at a meeting at which a quorum exists shall be the act of the committee. Any action which may be taken at a meeting of a committee may be taken without a meeting if a consent in writing setting forth such action shall be signed by all the members of the committee. Any consent may be signed in counterparts with the same force and effect as if all members of the committee had signed the same copy. All signed copies of any such written consent shall be delivered to the Secretary of the association to be filed in the corporate records, The action taken shall be effective when all the members of the committee have signed the consent unless the consent specifies a different effective date.
Section 5.8. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in Section 5.4.
ARTICLE VI INDEMNIFICATION
Section 6.1. Indemnification of Directors and Officers. The association shall, to the fullest extent to which it is empowered to do so by the Act or any other applicable laws as may from time to time be in effect, indemnify any person who was or is a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason or the fact that he or she is or was a director or officer of the association, or that he or she is or was serving at the request of the association as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against all judgments, fines, reasonable expenses (including attorneys' fees), and-amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceedings, The association shall have the power and authority, but shall not be obligated, to do all of the foregoing with respect to any or its agents or the agents or such any other corporation.
Section 6.2. Contract with the Association. The provisions of this Article shall be deemed to be a contract between the association and each director or officer who serves in any capacity at any time while this Article is in effect, and any repeal or modification of this Article shall not affect any rights or obligations hereunder with respect to any state of facts then or theretofore existing, or any action, suit, or proceedings theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.
Section 6.3. Payments and Expenses in Advance. Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the association in advance of the final disposition of such action, suit, or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of an undertaking by or on behalf of the director, officer, or agent, to repay such amounts unless it shall ultimately be determined that such director, officer, or agent is entitled to be indemnified by the association as authorized by this Article.
Section 6.4. Insurance Against Liability. The association may purchase and maintain insurance on behalf of any person who is or was a director, officer, or agent of the association, or who is or was serving at the request of the association as a director , officer, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of these By-laws.
Section 6.5. Other Rights of Indemnification. The indemnification provided or permitted by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled by law or otherwise, and shall continue as to a person who has ceased to be a director, officer, or agent and shall insure to the benefit of the heirs, executors, and administrators of such person.
ARTICLE VII FEDERAL TAX PROVISIONS
Section 7.1 Inuring of Benefits. The association is intended to qualify as an organization described in Section 501(c)(6) of the Code. No part of the net earnings of the association shall inure to the benefit of, or be distributable to any of its directors, officers, members, or other private persons, except that the association shall be authorized to make payments and distributions in furtherance of the purposes set forth in the association's Articles of Incorporation and these By-laws.
Section 7.2. Lobbying. Except to the extent permitted by law, no part of the activities of the association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
Section 7.3. Prohibited Activities Generally. Notwithstanding any other provision of these By-laws, the association shall not carry on any activities not permitted to be carried on (a) by a corporation described in, and exempt from federal income tax, under Section 501(c)(6) of the Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code, or the corresponding section of any future federal tax code. During any period, if any, that the association is determined to be a private foundation, as defined in Section 509 of the Code, however, the association shall not (i) engage in and act of self-dealing as defined in Code Section 494 1 (d), (ii) retain any excess business holdings as defined in Code Section 4943(c) which would be subject to tax under Code Section 4943, (iii) make any investments which would subject the association to tax under Code Section 4944, or (iv) make any taxable expenditures as defined in Code Section 4945(d), and, it shall distribute association income and, to the extent income is not sufficient, principal, for each taxable year at such time and in such manner as not to subject the association to tax on undistributed income under Code Section 1942.
Section 7.4. Distribution of Assets Upon Dissolution. Upon the dissolution of the association, assets of the association remaining after the satisfaction of liabilities shall be distributed exclusively for one or more exempt purposes within the meaning of Section 501(c)(3) of the Code, or the corresponding section or any future federal tax code, or shall be distributed to the federal government or to a state or local government for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal office of the association is then located exclusively for such purposes or to such organization or organizations as said Court shall determine which are organized and operated exclusively for such purposes.
ARTICLE VIII MISCELLANEOUS
Section 8.1. Loans. No loans shall be contracted on behalf of the association, and no evidence of indebtedness shall be issued in its name.
Section 8.2. Leases. The association shall have the power to lease equipment needed to conduct the affairs of the association and to lease land or buildings, in writing, on behalf of the association, either as lessor or lessee.
Section 8.3. Contracts. The Board of Directors may authorize any one or more officers of the association, or any one or more of its 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 general or confined to specific instances; provided, however, that this Section 8.3 shall not be a limitation on the powers of office the granted under Article IV of the By-laws,
Section 8.4. Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money by the association shall be signed by such Treasurer officer or officers, agent or agents of the association and in such manner as shall from time to time be determined by resolution of the Board of Directors, or by an officer or officers of the association designated by the Board of Directors to make such determination.
Section 8.5. Deposits. All funds of the association not otherwise employed shall be deposited from, time to time to the credit or the association in such banks, trust companies, or other depositories as the Board of Directors, or such officer or officers designated by the Board of Directors, may select.
Section 8.6 Books, Records, and Minutes. The association shall keep correct and complete books and records of accounts and also shall keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors. All such books, records, and minutes shall be kept at the current elected Treasurer's office of the association in his/ her State office , and may be inspected by any director entitled to vote, or that director's agent or attorney, for any proper purpose at any reasonable time.
Section 8.7 Gifts. The Board of Directors, the President, the Treasurer, and any standing or special committee designated by the Board of Directors to have such authority, may accept on behalf or the association any contribution, gift, bequest, or devise for the general purposes or for any special purposes of the association.
Section 8.8. Fiscal Year. For accounting and related purposes, the fiscal year of the association shall begin on the first day, of January and end on the last day of December in each year.
Section 8.9. Amendment of By-laws. These By-laws may be altered, amended, or repealed, and new by-laws may be adopted by the Board of Directors at any time or from time to time by the vote of a majority of the directors of the association then in office.
Section 8.10 Benefits of Membership . Each paid member will be listed once on the web site Store Directory with their details (address, phone, email, web link) in the state that they are located in. All members will be permitted to use the NCRA logo on their website, letterheads and such. Only members may do so. Each member will also receive a certificate of Membership to proudly display at their location, renewed each year with paid renewal membership in Sept. All other benefits will be listed on the membership page, as updated. Newsletters will go out as often as written, no ads are permitted in the newsletters. There is also an internet email (yahoo) group for update and sharing, for membership only.
The web site also offers banner advertising for a fee, paid to the NCRA, adding to the funds of the mission statement. The banner ad is up on designated pages, for 3 months at a time, with fees for such ads to be charged with notice of 30 days. (Open to change with membership vote at any time prior 90 day notice to advertisers) Banners must conform to standard size and use - you must be a member to advertise. Associate members banners are permitted only on the News page. All applicants ads will be subject for approval.
Article V1111 Parliamentary Authority
The current edition of Roberts Rules of Order shall be the final source of authority in all questions of parliamentary procedures when such rules are not inconsistent with the By-Laws of the NCRA.
Code of Business Conduct.
Integrity is nothing new at the National Casket Retailer’s Assoc. . Many of our commitments to open a retail casket store doing business honestly and fairly began over seeing abuse in the funeral trade.
The NCRA founded in 1997, and continues today and tomorrow. In the years to come, we will change many things. We will grow, enter new states, markets and businesses, and we may leave some others. Through any and all changes, one responsibility must remain the same: to act with integrity.
A reputation for integrity is one of the most important assets any individual or company can possess. Our good reputation has been created over the last five years-but it can be destroyed by a single unethical or thoughtless act.
That’s why it is vital that each and every one of us make a personal commitment to uphold our Code of Business Conduct. Doing so will enhance our reputation and assure us of entering our first decade—in trust.
Integrity will help us compete successfully in everything we do. If you become aware of questionable activity, please alert us at once. It will not be tolerated as a member of the NCRA. It would then be looked into, resolved, and if not, this member would become subject of the Board of Directors for dismissal. This Code is important. It applies to us. It applies to you. It applies to every individual who is a member of the NCRA.
Protecting Our Good Name It takes each of us—one person at a time and one action at a time—to protect our name and our reputation. Part of protecting our name and reputation is living up to the standards found in this Code of Business Conduct. We must be careful to only use factual text in all paperwork. Business Records, Advertising, Press Releases and Communications When we create or maintain reports, news releases, ads, records and communications, we are also responsible for the integrity of those records. We must not make false or misleading entries in any books, web sites, brochures or records. Never allow yourself to be part of a chain of incorrect information. External Business Practices We believe in doing business with those who embrace and demonstrate high standards of business conduct. We will strive not to use suppliers who violate the law, including environmental, employment and safety laws. Internal Business Partners
Each of us acts as a business partner to every other person at our Association. We will honor that relationship through truthful
and candid communication. We will communicate both good news and bad news in timely and candid ways. This includes communication up and down the organization.
We will respect the ideas of others and respect their courage to express those ideas. We will win as a team, but always understand the importance of each team member. We will only make realistic promises to each other and we will keep those promises. Marketing Practices We will compete for business aggressively and honestly. We will not misrepresent our products, services, or prices. We will not make false or misleading claims about our products or services, nor will we do so about the products and services of our competitors.
Living Our Commitment
The purpose of our Code of Business Conduct is to reinforce our commitment to high ethical standards. We must apply these standards in both letter and spirit. Where the letter of the Code is not specific, the spirit must prevail.
When in doubt about what to do, ask yourself this question: Would I be proud to explain my actions to my family or fellow employees — or to millions of people around the world on tonight’s news broadcast?
A Responsibility to Ourselves
We believe honesty and integrity benefit the individual, as well as the Association.
Each of us wants to be known as a person of integrity. When we lose that reputation—with others or ourselves—it’s painful. It can hurt our careers, our health, and our relationships. Unethical conduct may also open the possibility of being held personally, legally liable.
Customers
Each of us has important responsibilities to our customers. While some of us are closer to customers than others, we all should think in terms of how our customers feel about how we conduct business and we should act accordingly.
Customers depend on us to be true to our word. Nothing undermines our reputation faster than misrepresenting ourselves. Simply put, those who do business with us deserve honest, accurate, and clear communication. They also deserve and need to know that we keep our promises. Equally, customers and suppliers need to be aware of our standards and expectations regarding ethics and business integrity and should be encouraged to help us uphold them.
The Letter and Spirit
Legal standards of conduct act as our minimum acceptable level of conduct. Obviously we must obey the law, but we strive for a higher standard. The spirit of our Code of Business Conduct reaches out to all of us to act in special ways. Antitrust and Fair Competition
We will compete vigorously and comply with all applicable antitrust and fair competition laws. These laws generally prohibit agreements that tend to restrict competition (such as agreements between competitors as to their pricing, bidding, production, supply, and customer practices), as well as a variety of forms of unfair conduct that may tend to create a monopoly.
Because antitrust and fair competition laws are far-reaching and often complicated, you should seek legal advice before taking any action that may fall within the scope of the antitrust laws.
We think it important to expose those who break these laws, and try to take actions that let the offender know they are in error. Or to get that company or entity to comply through legal means if necessary.
Summary:
The public has a right to believe whom they are doing business with is a professional business person in all aspects. They also have a right to believe what they read in advertisements.
The NCRA was formed to further the public’s education in making funeral arrangements—to fight abuse wherever we see it.
We also work at getting a level playing field for casket retailers to earn a living in the trade. We have come a long way, yet there are many issues that still require time, concern, involvement and hard work.
We must value and respect the unique character and contribution of each member.
Treating each other with dignity and respect is the foundation of good business conduct.
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