[Approved: December 4, 2000]
ARTICLE I. Name and Location
Section 1. The name of this organization shall be Friends of Baldwin County Cemeteries, Inc.
Section 2. The location of the transaction of business shall be at such places as the Chairperson, Secretary and Treasurer may from time to time determine.
ARTICLE II. Memberships
Section 1. The existence and amount of dues will be set annually by the membership.
Section 2. The members of this Corporation shall be exempt from errors or breaches and/or tortuous acts or omissions of the Corporation. No member shall be liable for acts on behalf of the cemeteries if executed in good faith and in reliance upon a reasonable interpretation of the applicable laws and regulations.
ARTICLE III. Membership Meetings
Section 1. An annual meeting of the members of the Corporation shall be held on or about July 1.
Section 2. At each annual meeting, the business and financial affairs of the Corporation will be discussed and new officers elected as needed.
Section 3. The Chairperson shall preside at all such meetings except, in the absence of the Chairperson, the Secretary will preside. If neither the Chairperson or Secretary are present, the Treasurer shall preside.
Section 4. At every such meeting, each member present shall be entitled to cast one vote. By written proxy duly filed with the Secretary, an attending member may vote on behalf of a member not attending such meeting.
Section 5. A quorum for the transaction of business shall consist of the five members plus the chairperson.
Section 6. It shall be the duty of the Chairperson to call a special meeting at any time throughout the year whenever the need arises.
Section 7. The members shall have the power, by a majority vote at any such meeting, to remove any officer from office.
Section 8. Proxy: A Member may submit his/her vote to be taken via proxy, provided he/she signs and dates the same, and marks the acceptance or rejection of all or some of the matters being voted upon (or if the matter is an election of officers, instead of voting on the listed candidates, a write-in candidate may be added to the proxy), and (but not required) the naming of the proxy person to serve in the Member's stead; and said proxy must be filed with the Secretary either prior or at the time the roll-call of Members is made on the election date. A proxy shall only be good for the specific election or matter mentioned in that proxy, but shall have no effectiveness for any other election or matter.
ARTICLE V. Officers
Section 1. The members of the Corporation shall elect the officers of the Corporation who will serve for a two-year term without fee.
Section 2. The officers of this Corporation shall be a Chairperson, a Secretary and a Treasurer, who shall hold office until their successors are duly elected and qualified.
Section 3. At least once per year and at each annual meeting, the Secretary and Treasurer shall submit a statement of the business done during the preceding year, together with a report of the general financial condition of the Corporation and the condition of its tangible property.
Section 4. The Chairperson shall preside at membership meetings, shall have general supervision over the affairs of the Corporation, shall countersign all written contracts of the Corporation, countersign all checks made on the accounts of the Corporation, and shall perform all such other duties as are incidental to the office of Chairperson.
Section 5. The Secretary shall keep the minutes of each membership meeting and shall perform all such other duties as are incidental to the office.
Section 6. The Treasurer shall have custody of all money and securities of the Corporation, serving without bond, conditioned upon the faithful performance of the duties of the office, shall sign all checks of the Corporation, shall keep regular books of account and shall submit them, together with all vouchers, receipts, records and other papers, to the members for their examination as they may require, and shall perform all such other duties as are incidental to the office.
ARTICLE VI. Amendments
Section 1. Amendment to these bylaws may be made at any annual meeting or at any called meeting.