Prairie Wilderness Cemeteries

Your Living Legacy

First are our articles of organization, next our bylaws.

Articles of Organization

Prairie Wilderness Cemeteries

Articles of Incorporation of the undersigned, a majority of whom are citizens of the United States, desiring to form a Non Profit Corporation under the Non Profit Corporation Law of Colorado, do hereby certify:

First: The name of the Corporation shall be the Prairie Wilderness Cemeteries.

Second: The address of the initial registered office of the Corporation in Colorado is 1111 Corona St. 2B, City and County of Denver, Colorado 80218. The mailing address is P.O. Box 181028, Denver, Colorado 80218.

Third: Said Corporation is organized for the purpose of acquiring land to use as a low impact cemetery and wildlife sanctuary, as well as transacting business to maintain said land as a low impact cemetery and wildlife sanctuary, and to construct and maintain such buildings and site improvements as are necessary to serve the cemetery and sanctuary functions. As such it will apply to the Internal Revenue Service for recognition as a 501(c)(13).

Fourth: The names and addresses of the persons who are the initial trustees of the Corporation are as follows:

Laina Corazon Coit, P.O. Box 181028, Denver, Colorado 80218

Kim Dement, P.O. Box 53, Ramah, Colorado 80832

Lane J. Ledbetter, 4612 West Hayward Place, Denver, Colorado 80212

Fifth: No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or others, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Third hereof. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation 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.

Sixth: Officers of the Corporation, acting in good faith, shall not be personally liable for debts of the Corporation.

Seventh: Upon the dissolution of the Corporation, assets shall be distributed to such cemetery company and/or land conservation trust as will carry forth the mission set forth in Article Third hereof, according to the apportionment of assets within the Corporation to serve the dual aspects of the mission.

 

In witness whereof, we have hereunto subscribed our names this 20th day of February, 2006.

 

Laina Corazon Coit

P.O. Box 181028, Denver, Colorado 80218

303-832-7074

 

Kim Dement

P.O. Box 53, Ramah, Colorado 80832

719-541-2583

 

Lane J. Ledbetter

4612 West Hayward Place, Denver, Colorado 80212

303-683-5917

The By-Laws:

Prairie Wilderness Cemeteries

MISSION: to establish a low impact cemetery in a naturalistic setting.

By-Laws for a Non Profit Corporation, Prairie Wilderness Cemeteries:

ARTICLE I - Name

Section 1.  The name of this Corporation shall be the Prairie Wilderness Cemeteries.

ARTICLE II - Purpose

Section 1.  The object of this Corporation shall be to conduct the business affairs of the Prairie Wilderness Cemeteries in Colorado and to this end shall have the right to raise funds, purchase lands, employ contractors or employees, invest funds, and otherwise maintain the Prairie Wilderness Cemeteries giving priority to the esthetics of the natural landscape.

Section 2.  All improvements or alterations to the cemetery grounds shall meet with the approval of the Board of Directors and the Trustees. Restorations of natural landscape shall be required as a normal operating procedure.

Section 3.  The cemeteries shall be maintained as a natural landscape as well as possible under the prevailing circumstances. The Officers shall obtain expert advice to conform to this goal at a reasonable price.

ARTICLE III - Governance and Branches of Activity

Section 1.  The Corporation shall have Trustees, a Board of Directors, Officers of the Corporation and Members in an Association.

Section 2.  The Trustees shall have guardianship of the Mission, and may serve the Corporation in the capacity needed to facilitate that. However, they shall have veto power only over infringements into the Mission, financial matters, and cases of gross negligence or criminal conduct.

Section 3.  The Board of Directors shall adhere to the Mission, set policy in hiring and firing of employees, appoint Officers of the Corporation, monitor activities of the Officers, monitor the amounts in all Funds and help determine when and for what money can be used out of the Funds, set policy for fundraising and marketing activities, be available to Association Members as needed, be involved in selection of expert advisors for landscaping projects, and act as liason between Officers and Trustees.

Section 4.  Officers of the Corporation shall adhere to the Mission, have responsibility for the day to day functions of the Corporation, initiate and ensure completion of fundraising activities, coordinate marketing efforts, invest funds to earn money, monitor the funds, determine when sufficient funds are available and initiate land purchases, determine when sufficient funds are available and initiate capital improvements, find qualified experts and determine with their help what ecological treatments are necessary for the health of the natural landscape and how to implement those treatments.

Section 5.  The Association shall include all who invest the appropriate amount and/or effort in becoming Members thereby obtaining burial rights, and they shall each participate to the extent they desire, and the scope of their power and activities shall be to help establish the Mission, vote for up to four Association Members of the Board of Directors, to volunteer for fundraising activities and landscape restoration projects, to visit PWC land by arrangement as desired, to advise the Board of Directors and/ or the Trustees regarding matters the Member feels to be of sufficient consequence, to vote on matters referred to the Association by the Board, and to confirm by vote at the Annual Meeting what is "reasonable" when it comes to compensation for every paid employee of the Corporation. And, of course, every Member shall have the right, as per contract, to burial or ash scattering on PWC property.

 

ARTICLE IV - Trustees

Section 1.  The Corporation shall have two Trustees, who have the position as a result of their actions and commitment which have resulted in the formation of this Corporation. These two shall confirm each other by consensus, and shall serve for life or until voluntary retirement. Dedication and hard work on behalf of the Mission are required qualities for anyone to be considered as a subsequent Trustee.

Section 2.  The first two Trustees shall accept nominations for one additional Trustee from Members of the Board of Directors. Nominees may be from among Board Members, or not. This same process shall be followed any time a replacement Trustee is needed, except that all acting Trustees shall begin the search for a new one when notice of retirement is given. In case of death of a Trustee, the remaining Trustees shall follow the procedure previously described. In case of a severe mental decline not noticed by the individual, an objective diagnosis by a qualified health care provider may serve as notice of retirement.

Section 3.  Nominated individuals shall be considered by the Trustees, and if accepted, shall be confirmed to a probationary period of 1 year by consensus of Trustees. After that year, the confirmation shall be for life or until voluntary retirement, see Section 2 of this Article.

Section 4.  Trustees shall have responsibilities which include but are not limited to the following: raising funds; overseeing the finances; day to day administrative work; recruitment of volunteers; supervising and/or serving on the Board of Directors; overseeing the Association; and safeguarding the Mission. A Trustee may receive reasonable compensation for services rendered.

Section 5.  Trustees may remove any Board Member, Officer or employee of the Corporation or Association for cause. With consensus of all Trustees, for cause, they can act alone; for a less clear cut case, they may act in consultation with the Board of Directors. Any Board or Association Member can bring any matter of concern to the attention of any Trustee at any time mutually convenient which is consistent with an open door policy.

Section 6.  Trustees shall have power of supervision over investing the resources of the Corporation.

Section 7.  Trustees may attend any Board Meeting, Officers' meeting, Association Meeting, Committee Meeting or Corporation or Association event.

Section 8.  Trustees shall correct omissions to Cemetery Regulations and have power of veto in case Cemetery Regulations transgress the Mission.

ARTICLE V - Board of Directors

Section 1.  The Board of Directors shall initially consist of five Members who shall each serve for one year. The first Members shall be selected by the Trustees. These Members shall assist the Trustees in recruiting up to a total of five Board Members. At the end of that year, the Board Members may be reconfirmed by a vote of the Trustees and other Members of the Board for a term the length of which will be decided by the Board and Trustees at that time. A Trustee who is also serving on the Board may have only one vote.

Section 2. The Trustees shall offer a position on the Board of Directors for the geographical neighbors of the first cemetery to fill, to ensure minimal impact and maximum benefit to the neighborhood and neighbors.

Section 3.  When there are at least 10 Association Members, two Association Directors shall be elected from among Association Members by a majority vote of the Association Members present at the next Annual Meeting which will bring the total of Directors up to seven. When there are at least 50 Association Members, at the next Annual Meeting, they may elect a total of four Association Directors, bringing the total on the Board up to nine.

Section 4.  Replacement of a Board Member will be a cooperative effort between the Trustees and Board Members as described in Section 1 of this Article, with the exception of the Association Directors who are elected by the Association as described in Section 2 of this Article.

Section 5.  Board Members may serve as Officers of the Corporation, but that is not required. As a Member of the Board, one shall receive no pay, however, as an Officer, one may receive reasonable compensation.

Section 6.  The Association Directors shall be elected by and from Association Members, and shall attend Regular and Special Association Meetings, maintain and facilitate communication between Corporation and Association, and serve on or supervise Committees as deemed necessary. The Association Directors shall have voting privileges on the Board of Directors as well as in the Association, and when both groups vote on the same issue at the same time, shall be entitled to cast only one vote.

Section 7. 

1. Board Members shall determine their own schedule for meeting, which they shall communicate to the Trustees. Additional meetings may be requested by Trustees, Officers, Association Members, or any Board Member. Any three Board Members may decide by consensus whether to call a special meeting or whether the matter can wait until the next regularly scheduled meeting.

2. Board Members shall choose a Chairman for their meetings, shall decide how to rotate the position of Chairman, and shall inform the Executive Secretary so the Chairman may be known when needed by Trustees, Officers and/or Association Members.

3. Board Members shall choose a Secretary for their meetings, who shall submit all minutes to the Executive Secretary for filing.

Section 8.  The Board of Directors of this Corporation shall appoint the Officers of the Corporation who shall be authorized to make all contracts for work and pay for same by order of the President and the Secretary.

Section 9.  Board Members may attend any Officers' meeting, Association Meeting, Committee Meeting or Corporation or Association event, and are encouraged to chair Committees.

Section 10.  Board Members may be removed for cause or negligence. Action may be requested by an Association Member or Officer, but must be undertaken by Trustees, in consultation with the other Board Members when appropriate.

Section 11.  Board Members may suggest additions to or subtractions from the Cemetery Regulations, and shall have the opportunity to vote on such.

ARTICLE VI- Officers of the Corporation

Section 1. President

1. It shall be the duty of the President to be present at all Regular and Special Meetings of the Corporation and receive any request for special meetings of the Officers; if unavailable, the President will arrange with the substitute as described in Article VI Section 2.1, 3.6, 4.5 & 5.1 so the duty shall be performed.

a. Any Trustee, Member of the Board of Directors, Officer or Member of the Association may propose a Meeting to the President, who may approve the Meeting or refer the question to any two other Officers so the three Officers may reach consensus on whether the matter is urgent or may wait for the next regularly scheduled Meeting.

2. The President will work with the Executive Secretary to ensure that appropriate notice is given for meetings.

2. The President shall sign written contracts of the Corporation, may attend Committee Meetings when advisable, and serve in the capacity of personnel director, but the entire Board shall set policy in hiring and firing. As personnel director, the President shall initiate discussions with the Board regarding needs for contractors and others to perform work; the Board shall decide whether to hire, and the President will decide whom, except that all Officers shall have the final decision on staff for their own offices.

3. In addition, the President shall present an annual report of the general condition of the Corporation, as well as other items and matters requested by Board, Trustees, or Association, fulfilling these requests personally or by delegation at the Annual Meeting, and discharge all such duties as usually pertains to the office of president.

Section 2. Vice President

1. The Vice President shall assist the President in the discharge of his or her duties, countersign contracts, and perform all such duties as usually pertains to the office of Vice-President, including substituting for the President in case of temporary unavailability.

2. At the Annual Meeting, the Vice President shall report to the Association Members on memorial embellishments and landscaping at the entryway to the cemetery which have been done in the previous year, and those which are planned for the next year, as well as a statement of the condition of its real and tangible property.

Section 3. Executive Secretary

The Executive Secretary shall ensure the following tasks are accomplished:

1. The Executive Secretary shall keep a Minute Book in which shall be entered accurate accounts of the proceedings of all Meetings of the Corporation and Board of Directors, shall attend and keep the minutes of each Annual Meeting, countersign Membership Certificates, receive and archive minutes of all Association Meetings, and maintain for public inspection all Corporation papers, documents, minutes, financial records, and grave site records, and any other paperwork required by law to be on display.

2. The Executive Secretary shall conduct and be the conduit for any correspondence to assist the Trustees, Board of Directors and the Officers of the Corporation. This does not mean to write every word, but to keep the files and monitor what's happening so things don't get lost or out of hand.

3. The Executive Secretary shall maintain and update records of all burial rights established, thereby also maintaining an Association Membership database. In case of burial right (hence membership) transfer, the Secretary shall be the designated Officer whom Members must consult.

4. The Executive Secretary will inform the Board if employees are needed to accomplish all the tasks, work with the President to find necessary employees, and have final say on any employees who work in the office of the Executive Secretary.

5. The Executive Secretary shall help the President prepare the annual report to be delivered at the Annual Meeting.

6. In case the President and Vice President are both unavailable, the Executive Secretary will substitute for the President.

7. The Executive Secretary shall be the keeper of the Cemeteries' Regulations, and shall cause them to be posted prominently at the entrance of the Cemetery so all Members and visitors may know what is allowed and what is forbidden.

8. The Executive Secretary shall be custodian of the Corporate seal.

9. The Executive Secretary shall cause or facilitate proper notice to be given to the proper individuals regarding Corporation, Board, and Association Meetings, Regular and Special.

10. The Executive Secretary shall establish a system of communication to keep Trustees, Board Members informed of Corporation business and activities in a timely fashion.

Section 4. Treasurer

The Treasurer shall ensure the following tasks are accomplished:

1. The Treasurer shall receive and safely keep all monies and securities belonging to the Corporation and receipt for same and pay it out in cooperation with the President or Executive Secretary, shall sign all checks of the Corporation, shall keep regular books of account and shall submit them, together with all purchase orders, vouchers, receipts, records and other papers, to the Members of the Board of Directors for their examination as they may require and request, shall submit quarterly statements of account to Board and Association meetings, and shall perform all such other duties as are incidental to the office.

2. At each Annual Meeting, the 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.

3. The Treasurer shall keep complete and accurate records of all transactions, and submit regular reports to the Corporation archives kept by the Executive Secretary and available for public inspection.

4. The Treasurer will inform the Board if employees are needed to accomplish all the tasks, work with the President to find necessary employees, and have final say on any employees who work in the office of the Treasurer.

5. The Treasurer will substitute for the President in case the Vice President, Executive Secretary and Volunteer Coordinator are all temporarily unavailable.

Section 5. Volunteer Coordinator

1. The Volunteer Coordinator shall assist any other Officer who needs aid which may include substituting for the President if the Vice President and Executive Secretary are also unavailable, shall preside at the Annual Membership Meetings, be special liason to the Association for the Officers and the Board of Directors, and countersign all Membership certificates.

2. The Volunteer Coordinator shall recruit volunteers, lead basic volunteer orientations, schedule volunteer activities, and arrange volunteer appreciation events.

Section 6.  Compensation 

The Members of the Board of Directors shall select the Officers of the Corporation who shall serve without fee, except when the workload of the Office may justify reasonable pay. The Members of the Board shall decide when the workload of any particular Officer justifies compensation, and the Members of the Association shall decide how much is reasonable.

Section 7.  Chairmanship of Meetings 

Chairmanship of any meeting of the Officers will be provided by any Officer, depending upon the needs of that particular meeting and the qualities of the available Officers. This shall be decided by consensus of the Officers present.

Section 8.  Working Meetings

Working meetings may be held by any Officer with any other Officer with no notice necessary to others, however reports of progress and other matters of importance shall be given to all Officers to keep everyone current and avoid either duplication of efforts or neglect of necessary items. Board Members and Trustees will be kept informed through the Executive Secretary's regular reporting system.

Section 9.  Office

The office for the transaction of business shall be located at such places as the Officers of the Corporation may from time to time determine.

 

ARTICLE VII - Dividends and Finance

Section 1.

Bank accounts of the Corporation shall be kept for the purpose of paying the operating expenses of the Corporation, and shall be withdrawn only upon the order of an authorized Officer in the case of amounts under $100.00, and amounts of $100.00 or more will require approval of an additional Officer. Every transaction shall require a purchase order, and amounts of $1,000.00 or over require written approval of two Board Members.

Section 2.

1. After subtracting from membership sales the administrative fee which shall be no more than 10%, one third of all monies collected from sales, donations, memorial gifts, legacy, or any other source shall be added to the Perpetual Care Fund.  Another third shall go the the Expansion Fund. The final third shall be devoted to the Fund for Capital Improvements.  The only exception shall be if otherwise designated by the donor, see # 2, this Section. 

3. Donated funds will always be devoted to the purpose, specific use, or improvement which the donor instructs. The instructed use will determine IRS deductibility for the donor.

Section 3.

1. Income drawn from the Perpetual Care Fund shall be used for cemetery operating expenses and the care of the cemetery, including attention to each grave site as well as rehabilitation and maintenance of the natural landscape, and any income accrued over and above the annual cost of the care of the cemetery shall be reinvested for the benefit of the Perpetual Care Fund.

2. Income drawn from the Expansion Fund shall be used to acquire more land to expand the cemetery, and any income above that shall be reinvested for the benefit of the Expansion Fund.

3. Income drawn from the Capital Improvements Fund shall be used for the capital improvements promised by contract to Association Members, and any income above that shall be reinvested for the benefit of the Capital Improvements Fund.

4. The Trustees may rebalance the amounts in the funds if needed, making sure the amount in the Perpetual Care Fund always has at least 15% of the amount received for sales of grave sites.

Section 4.

There shall be an administrative fee of 10% per membership sold, which shall go to administrative costs. The Board and Officers shall endeavor to develop business relationships with established mortuaries to receive referrals for sales, and shall pay a commission from the administrative fee to the mortuary staff who make the referrals. The Board may also designate sales persons who may sell memberships independently on commission or to earn their own memberships (one who sells 10 memberships receives a personal membership.) When the 10 % is given to a sales person, it is not available for the Corporation's administrative costs, however the 10 % may be shared between sales person and administration under conditions specified in the contract.

Section 5.

Shrouds, coffins, and other items may be sold for a reasonable profit which will be applied to administrative costs.

ARTICLE VIII - Meetings

Section 1. Trustees' Meetings

Due to the small number of Trustees and the oversight nature of their responsibilities, they may hold their meetings as needed by telephone or in person, and need only report results to the Executive Secretary to be filed or reported to Board Members, Officers, and /or Association Members.

Section 2. Board Of Directors' Meetings

1. The Board of Directors shall hold an Annual Meeting to which Members of the Association are invited. The Annual Meeting shall be held on a date to be announced by the first Members of the Board of Directors at their first meeting, and subsequently as close as possible to that date each year, and at a place to be determined by the Trustees and Board of Directors. Fourteen (14) days notice shall be given to each recorded interested person stating the time and place of such meeting and published in the local newspaper as well as other appropriate media. In subsequent years, twenty-eight (28) days notice shall be given to all Association Members as well as to each person recorded as being interested during the previous year, in addition to routine media announcements.

2. Regular Meetings shall be held by the Board of Directors on a schedule which they determine, and the schedule shall be entered in the By-Laws as an Amendment.

3. Special Meetings of the Board of Directors may be called by the Chairman, upon request of five (5) or more Association Members, on at least ten (10) days notice. Special Meetings may also be called by the Chairman as needed to handle issues which spring up unexpectedly, or upon request by two (2) or more Officers of the Corporation, on at least ten (10) days notice.

4. Emergency Meetings of the Board of Directors may be called by two (2) or more Board Members, on at least three (3) days notice.

5. Trustees may convene Special or Emergency Meetings of the Board as they deem necessary. 

6. The simple majority of Members of the Board of Directors shall be the quorum for their meetings.

Section 3. Officers' Meetings

1. Officers shall decide on their own meeting schedule, which will be on file with the Executive Secretary, so the Trustees, Board Members and Association Members may know when the Regular meetings are held.

2. The simple majority of Officers shall be the quorum for their meetings.

Section 4. Association Meetings

See Association Bylaws, Article XIV, all Sections.

ARTICLE IX - Amendments

Section 1.

These By-Laws may be amended or revised at any Annual Meeting or Special Meeting of the Board of Directors by a majority vote of the Board Members present, provided the notice of the Meeting specifies that the proposed amendment to the By-Laws is listed on the agenda of the Meeting.

Section 2.

No amendment to these By-Laws shall change the Mission. Trustees shall review every amendment to be sure it conforms to the Mission.

Section 3.

Amendment to these By-Laws may be proposed at any Annual Meeting, any Board Meeting, or any Association Meeting, from which the proposed amendment will be presented to the Board for the agenda of their next Meeting. Amendments will be voted upon by the Board of Directors.

Section 4. Amendments

Amendments are to be numbered and inserted here.

 

Prairie Wilderness Cemeteries Association By-Laws:

ARTICLE X - Name of Association

Section 1.

The name of this Association shall be the Prairie Wilderness Cemeteries Association.

ARTICLE XI - Purpose

Section 1.

The object of this Association shall be to observe and advise the Prairie Wilderness Cemeteries Board of Directors and Officers, elect four Association Directors to the Board of Directors, help raise funds, help restore natural landscape and enjoy the scenery of the Prairie Wilderness Cemetery.

ARTICLE XII - Memberships and Association/ Corporation relationship

Section 1.

a. The status of Association Member shall be conferred upon every person who makes the appropriate investment to pay for a membership in the Cemetery.  The contract between each Member and the Corporation will be customized within standard parameters, but shall be binding, universally upon the Corporation, and individually upon the Member.

b. Founding Members are those who invest more than the requested membership price by making a donation also.  Any Founding Member has the option of joining the Expansion Steering Committee.

Section 2.

The cost for a membership may be paid in full or by installments.  Members who pay in installments will enjoy all routine Membership privileges as long as they are current with payments; if payments are suspended without other arrangements, so also are Membership privileges, and when payments resume, the privileges do too. 

Section 3.

All Membership certificates shall be signed by the Volunteer Coordinator and the Executive Secretary, and conferred upon the Member when the pledge is fulfilled and/or the grave site is paid in full.

Section 4.

Transfer of Membership shall occur only with approval of the Officers. A fee for transfer may apply.

Section 5.

The descendant of a deceased Member shall be granted family rights of visitation, and, as this right is also granted to loved ones and others, no proof of relationship to the deceased Member shall be required.

Section 6.

1. Members may vote for any Association Directors who face election at the Annual Meeting.

2. When there is need for electing Association Directors before the next Annual Meeting, Association Members may notify the Corporation's Board of Directors, and Board Members will attend the next Association Meeting so the election may be held officially.

Section 7.

Members may vote on Association matters in any Association Meeting, and initiate petitions which may be submitted to the Board of Directors upon the gathering of 5 signatures of Association Members.

Section 8.

1. One specific item Members are requested to advise and consent on is the amount of remuneration which is reasonable for any compensated worker for the Corporation.

2. Another item is to approve items (in general) chosen for sale by the Corporation.

Section 9.

The Member's vote may be exercised by written proxy, but neither transferred nor bequeathed separately from the Membership. 

Section 10.

Any Member may communicate about any matter with any Trustee, Board of Directors Member or Officer of the Corporation on an open door basis.

Section 11.

No Member is obligated to any activity, and may notify the Executive Secretary for name removal from contact list to avoid routine notices of Meetings and other Association and Cemetery activities.

ARTICLE XIII- Association Officers

Section 1.

The Officers shall consist of four Association Directors and one Treasurer.

1. The Association Directors shall serve terms of two years each, naturally staggered.  The Treasurer shall serve a term of three years, and shall train the elected replacement before stepping down.

Section 2.

Association Members shall decide how to rotate Chairmanship of the Association between the Association Directors, at their next regular Association Meeting after the first election of Association Directors.  The method of rotation shall be entered into the Amendments article of these Bylaws.

Section 3.

Members shall have the power, by a majority vote at any such Meeting, to remove any Association elected Officer from office.

 

ARTICLE XIV - Membership Meetings

Section 1.

An Annual Meeting with the Members of the Board of Directors of the Corporation shall be held as designated by the Board of Directors as per Article III Section 1 of the Corporation's By-Laws.

1. At each Annual Meeting, the business and financial affairs of the Corporation will be discussed and new Association Directors elected as needed.

2. The Chairman of the Board of Directors shall preside at all such Meetings except, in the absence of the Chairman, the Members of the Board shall decide who shall fill in.

3. At every such Meeting, each Member present shall be entitled to cast one vote. By written proxy duly filed with the Executive Secretary, an attending Member may vote for a Member not attending such Meeting, or the absent Member may vote on known issues by absentee ballot delivered to the Executive Secretary at or before the meeting.

4. A quorum for the transaction of business shall consist of the number of Association Members present at any Meeting. The exception is any Meeting before there are 10 Association Members, at which interested persons may also cast votes, therefore being included in the quorum at that time.

Section 2.

1. It shall be the duty of the Chairman of the Association to call a Special Meeting at any time throughout the year whenever requested by five (5) of the Members, or at any time the Chairman sees a clear need for such a meeting.

2. The Chairman shall work with the Executive Secretary of the Board of Directors to properly publicize the meeting through mail and/or phone.

Section 3.

Association Officers shall determine the schedule for Association Membership Regular Meetings.

ARTICLE XV - Finances

Section 1.

Fundraising by the Association is under the guidance of and in complete communication with Corporation Board of Directors. Associate Directors shall chair and supervise association committees.

Section 2.

The Association shall have an internal Treasurer who will report to the Corporation Board of Directors, but have no vote on that Board.

1. The Association Treasurer shall receive, bank, account, and transfer to the Corporation funds raised by Association efforts.

2. The Association Treasurer shall retain, bank, account, and disburse according to the wishes of the Association the share of funds raised by the Association described in Section 3 of this Article.

Section 3.

Association shall retain (10)% of funds raised as an Association, half to be used for Demonstrations of Gratitude to Volunteers, the other half to further fundraising activities.

Section 4.

If it becomes apparent that an employee to serve the Association is needed to further the goals and mission, the Association Members may bring the matter to the attention of the Board of the Corporation, who will arrange for it at their discretion.

ARTICLE XVI - Amendments to the Association By-Laws

Section 1.

Amendment to these By-Laws may be proposed at any Annual Meeting or any Association Meeting, for vote by the Members. An amendment may be held over for more discussion and voted upon at the next regular Association Meeting.

Section 2.

No amendment to these By-Laws shall change the Mission. Trustees shall review every amendment to be sure it conforms to the Mission.

Section 3.

Amendments to be numbered and inserted here.