BYLAWS
OF
Genoa cemetery association,
A Nevada Nonprofit Association

ARTICLE I - NAME AND PURPOSE

Section 1. Name. The name of the Association is the Genoa Cemetery Association (the “Association”).

Section 2. Purpose. The organization is organized exclusively for charitable, religious, educational, and scientific purposes under Section 501(c)(13) of the Internal Revenue Code, or corresponding section of any future federal tax code.

The Association is a nonprofit Association as defined in Chapter 82 of the Nevada Revised Statutes (NRS) (hereinafter the “Nevada Nonprofit Association Law”) which is organized for public benefit and charitable purposes. The Association may engage in any lawful activity; provided, however, that, notwithstanding any other provision of these Bylaws, the Association shall not carry on any activity not permitted to be carried on by an Association exempt from federal income tax under Section 501(c)(13) of the  Internal Revenue Code. The Genoa Cemetery Association is organized for the primary purpose of procuring and holding lands to be used for a cemetery or place for the burial of the dead and generally for the attending to the affairs, care, and maintenance and for all other things pertaining to the cemetery. 

ARTICLE II - OFFICES

Section 1. Principal Office. The Association’s principal office shall be fixed and located at such place as the Board of Trustees (hereinafter called the “Board”) shall determine. The Board is granted full power and authority to change said principal office from one location to another.

Section 2. Other Offices. Branch or subordinate offices may be established at any time by the Board at any place or places.

ARTICLE III – MEMBERSHIP; VOTING; AND MEETINGS OF MEMBERS

Section 1. Members. A member of the Association is a person or family member of a person who owns a plot or plots in the Genoa Cemetery proper.

Section 2. Voting. Members are entitled to one (1) vote per deeded plot provided their membership fees and assessments are current. A member is eligible to appoint a voting representative to cast a member’s vote in Association elections by proxy. The method for appointing a voting representative must comply with NRS 82.321. Any proxy must be transmitted to the secretary of the Association or another person or persons appointed by the Association to count the votes of members and determine the validity of proxies and ballots. No appointment of a voting representative is valid after the expiration of 6 months from the date of its creation, unless coupled with an interest, or unless the member specifies in it the length of time for which it is to continue in force, which may not exceed 7 years from the date of its creation. Subject to these restrictions, any proxy properly created is not revoked and continues in full force and effect until another instrument or transmission revoking it or a properly created proxy bearing a later date is filed with or transmitted to the secretary of the corporation or another person or persons appointed by the corporation to count the votes of members and determine the validity of proxies and ballots. All issues to be voted on, including the election of Board trustees shall be decided by a simple majority of those casting votes at the meeting in which the vote takes place.

Section 3. Annual meetings. One annual meeting of the members shall take place in the month of April, the specific date, time and location of which will be designated by the President of the Board. At the annual meeting, the members shall elect Board trustees. If at the annual meeting there are no applicants for an expiring member’s term, the remaining Board members may fill a position in accordance with Article IV, Section 5.

Section 4. Notice of meetings. Written notice of each annual meeting shall be given to each plot owner. In accordance with NRS 75.150(9), the Association is authorized to deliver notices of meetings by electronic transmission. A copy of the meeting notice must be delivered not less than 10 days or more than 60 days before the meeting. 
 
Section 5. Quorum: The members present at any properly announced meeting shall constitute a quorum.

 

ARTICLE IV - BOARD OF TRUSTEES

Section 1. Powers. Subject to limitations of the Articles and these Bylaws, the activities and affairs of the Association shall be conducted, and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of the activities of the Association to any person or person, a management company or committees however composed, provided that the activities and the affairs of the Association shall be managed, and all corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board, through a majority vote (unless otherwise specified), shall have the following powers in addition to the other powers enumerated in these Bylaws:

                        (a) To select and remove all the Officers of the Association, prescribe powers and duties for them as may not be inconsistent with law, the Articles, or these Bylaws;

                        (b) To conduct, manage and control the affairs and activities of the Association and to make such rules and regulations therefor not inconsistent with law, the Articles, or these Bylaws, as they may deem best;

                        (c) To adopt, make and use a corporate seal and to alter the form of such seal from time to time as they may deem best;

                        (d) To enter into contracts on behalf of the Association;

                        (e) To borrow money and incur indebtedness for the purposes of the Association, if necessary, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation, or other evidence of debt and securities therefor.

                        (f) The Board shall specifically have the power to:
     

  1. Purchase land necessary for cemetery purposes, including obtaining right-of-way easements and buying back plots from members. 
  2. Sell plots for the purpose of burial of human remains. Plot dimensions shall not exceed 20 feet by 20 feet. A plot price list will also be maintained and periodically updated.
  3. Improve and maintain the cemetery. Approve capital expenses and reimburse members of the Board for appropriate out-of-pocket expenses.  
  4. Provide a complete financial report at the annual meeting or upon Board request.
  5. Take back property of which assessments have not been paid and the amount exceeds the current purchase price of the plot.
  6. Levy plot maintenance assessments and otherwise collect funds to pay cemetery expenses.
  7. Apply a designation of Member Not in Good Standing (MNGS) for past funds due.  MNGS accounts will continue to enjoy all GCA-related membership benefits but will forfeit their right to vote at any meeting until the account is brought current.
  8. Hire a cemetery sexton, if warranted.

           
            Section 2. Number of Trustees. The authorized number of Trustees shall be not less than seven (7).
           
            Section 3. Classified Board. There shall be only one class of Trustees.

            Section 4. Election of Trustees.

                        (a) Trustees shall be elected at the annual meeting of the Board and shall serve a term of three (3) years from the date of his or her election and until a successor has been elected and qualified. If an annual meeting is not held or Trustees are not elected at the annual meeting, they may be elected at any subsequent meeting of the Board if a statement that Trustees will be elected is included in the notice of that meeting.

                        (b) Candidates for Trustee may be nominated by any member at the annual meeting, or at any other meeting where the election of Trustees takes place, by any Trustee, and seconded by any other member.

                        (c) The Trustees shall serve without compensation, although they may be entitled to reimbursement for such actual expenditures made on behalf of the Association as may be determined by resolution of the Board to be just and reasonable.

                        (d) To be considered for election as a trustee, an individual must be an Association member in good standing and possess the qualifications set forth in Chapter 82 of the Nevada Revised Statutes. 

Section 5. Vacancies.

                        (a) Subject to any applicable provision of the Nevada Nonprofit Association Law, any Trustee may resign effective upon giving notice to the Chairperson of the Board, the President, the Secretary, or the entire Board, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be selected before such time, to take office when the resignation becomes effective.
                       
                        (b) All vacancies may be filled by a majority of the remaining trustees, though less than a quorum or by a single remaining trustee.  The appointee will act through the unexpired term of the party causing the vacancy.  An appointment may be made by a telephone poll of the remaining Board members or at the annual or a special meeting.   

                        (c) A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation, or removal of any Trustee, or if the authorized number of Trustees is increased.

                        (d) The Board may declare vacant the office of a Trustee who has been declared of unsound mind by a final order of court, or convicted of a felony, or found by a final order of judgement of any court to have breached any duty arising under the Nevada Nonprofit Association Law. The Board may also declare vacant the office of a Trustee, for any reason, upon the majority vote of the Board. 

Section 6. Place of Meetings. Meetings of the Board shall be held at any place within or without the State of Nevada which has been designated from time to time by the Board. In the absence of such designation, regular meetings shall be held at the principal office of the Association.

Section 7. Regular and Special Meetings. Regular meetings of the Board shall be held as needed each year without call or notice on such dates and at such times as may be fixed by the Board. Other meetings of the Board of Trustees shall be held on the call of the President, or in his or her absence by the Vice President, and notice of such other meetings of said Board shall be made to the Board members by mail, email, telephone, text, or other personal notice at least two (2) days prior to the meeting.

Section 8.President of the Board. The President of the Board shall, if present, preside at all meetings of the Board and exercise and perform such other powers and duties as may be from time to time assigned by the Board.

Section 9. Quorum. The presence of a majority of the authorized number of Trustees constitutes a quorum of the Board for the transaction of business. Every act or decision done or made by a majority of the Trustees present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number is required by law or by the Articles.

Section 10. Electronic/Telephonic Meetings: Nothing herein contained shall prevent or render void any action taken by the Board of Trustees through the use of telephones, electronic mail, facsimile, other electronic devices or internet communications so long as such action is otherwise consistent with these Bylaws.

Section 11. Waiver of Notice. Notice of a meeting need not be given to any Trustee who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Trustee. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.

Section 12. Adjournment. A majority of the Trustees present, whether or not a quorum is present, may adjourn any Board meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent Trustees if the time and place is fixed at the meeting adjourned, except as provided in the next sentence. If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Trustees who were not present at the time of the adjournment.

Section 13. Action Without Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board individually or collectively consent in writing to such action. Such consent or consents shall have the same effect as a unanimous vote of the Board and shall be filed with the minutes of the proceedings of the Board.

 

ARTICLE V - OFFICERS

Section 1. Officers. The Board of Trustees shall elect from one of its members a President, Vice President, Secretary and Treasurer immediately following the annual meeting. The Association may also have at the discretion of the Board other Officers as may be elected or appointed in accordance with the provisions of these Bylaws or to comport with the Nevada Nonprofit Association Law. Any number of offices may be held by the same person except as provided in the Articles or in these Bylaws and except that neither the Secretary nor the Treasurer may serve concurrently as the President of the Board.

(a) PRESIDENT  The President shall preside at the meetings of the Association and the board of Trustees.

(b) VICE PRESIDENT The Vice President shall preside at the meetings during the absence of the President.

(c) SECRETARY  The Secretary shall keep a record of all the proceedings of the Board, minutes of all the meetings, records of all certificates, contracts and all Board acts which shall be open to inspection of all members who qualify under Chapter 82 of the Nevada Revised Statutes.  The Secretary shall give notices of meeting of the Association and Board of Trustees as above set forth.  The Secretary shall have custody and safe keeping of the Seal of the Association.

(d) TREASURER  The Treasurer shall have custody of the accounts and funds of the Association and shall keep a complete and accurate account of the monies of the Association.  All funds collected by the Treasurer shall be deposited into Association accounts.  The Treasurer shall keep accounts of all the members and notify each member of assessments due.

In the event of absence or inability of any officer to act, the Board may delegate the powers or duties of such officer to any other officer. 

Section 2. Election. The Officers of the Association, except such Officers as may be elected or appointed in accordance with the provisions of Section 4 of this Article V, shall be installed at the annual meeting following their election, and shall hold their respective offices for the calendar year, or until their resignation, removal, or other disqualification from service, or until their respective successors shall be elected.

Section 3. Removal and Resignation.

                        (a) Any Officer may be removed, either with or without cause, by the Board at any time by a majority vote of the Board.

                        (b) Any Officer may resign at any time by giving written notice to the Association, but without prejudice to the rights, if any, of the Association under any contract to which the Officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for regular election or appointment to such office, provided that such vacancies shall be filled as they occur and not on an annual basis.
 
Section 5. President. The President is the general manager and chief executive officer of the Association and has, subject to the control of the Board, general supervision, direction and control of the business and Officers of the Association. The President shall preside at all meetings of the Board. The President has the general powers and duties of management usually vested in the office of president and general manager of an Association and such other powers and duties as may be prescribed by the Board.

Section 6. Vice President. The Vice President assumes the duties and responsibilities of the President in his/her absence.
           
Section 7. Secretary. The Secretary shall keep or cause to be kept at the principal office or such other place as the Board may order, a book of minutes of all meetings of the Board and its committees, with the time and place of holding, whether regular or special and if special, how authorized, the notice there of given, the names of those present at Board and committee meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the principal office of the Association, the original or a copy of the Association’s Articles and Bylaws as amended to date.

The Secretary shall give, or cause to be given, notice of all meetings of the Board and any committees thereof required by these Bylaws or by law to be given, shall keep the seal of the Association in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board.
           
Section 8. Treasurer. The Treasurer is the chief financial officer of the Association and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Association. The books of account shall at all times be available for inspection by any Trustee.

The Treasurer shall deposit all money and other valuables in the name and to the credit of the Association with such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Association as may be ordered by the Board, shall render to the President and the Trustees, whenever they request it an account of all transactions as Treasurer and of the financial condition of the Association, and shall have such other powers and perform such other duties as may be prescribed by the Board.

ARTICLE VI - FINANCIAL MATTERS AND REPORTS

Section 1. Checks. All checks or demands for money and notes of the Association shall be signed by the Treasurer and one other officer.

Section 2. Books and Records. This Association shall keep adequate and correct books and records of account, minutes of the proceedings of the Board and committees of the Board, and a record of the individuals of the Board, which reflects their names and addresses.
           
Section 3. Budgets and Financial Statements. Financial statements and related information for the Association shall be regularly prepared and copies thereof shall be distributed to each Trustee of the Association.

 

ARTICLE VII - INDEMNIFICATION

Section 1. Definitions. For the purpose of this section, (i) “agent” includes any person who is or was a Trustee, Officer, employee or other agent of this Association, (ii) “proceeding” means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative, and (iii) “expenses” includes without limitation attorneys’ fees and any expenses of establishing right to indemnification under this Article VII.
 
Section 2. Actions Brought by Others. The Association shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of this Association to procure a judgement in its favor, an action brought on the grounds that the person was engaged in self-dealing with this Association, or an action brought by the Attorney General or-a person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust) by reason of the fact that such person is or was an agent of the Association, against expenses, judgements, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interest of the Association, and in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful.

Section 3. Actions Brought by or on Behalf of the Association. Subject to the limitations on indemnification in the Nevada Nonprofit Association Law, the Association shall have the power to indemnify any person who was or is a part or is threatened to be made a party to any threat, pending or completed action by or in the right of this Association or brought by the Attorney General or a person granted relator status by the Attorney General for breach of duty relating to assets held in charitable trust, to procure a judgment in its favor by reason of the fact that such person is or was an agent of the Association, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of the Association and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

Section 4. Mandatory Indemnification. To the extent that an agent of the Association has been successful on the merits in defense of any proceeding referred to in Sections 2 or 3 of this Article VII, or in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

Section 5. Limitation on Discretionary Indemnification. Except as provided in Section 4, any indemnification under this Article VII shall be made by the Association only if authorized in the specific case, upon a determination by a majority of a quorum consisting of Trustees who are not parties to such proceedings, that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Section 2 or 3.
           
Section 6. Governing Law. Indemnification under this Article VII shall be subject in all respects to the applicable provisions of the Nevada Nonprofit Association Law and NRS, and no provision in these Bylaws shall limit the indemnification available under that section.

Section 7. Insurance. The Association shall have power to purchase and maintain insurance on behalf of any agent of the Association against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status of such, whether or not the Association would have the power to indemnify the agent against such liability under the provisions of Article V; provided, however, that the Association shall have no power to purchase and maintain such insurance or indemnify any agent of the Association for a violation of the Nevada Nonprofit Association Law.

 

ARTICLE VIII - MISCELLANEOUS PROVISIONS

Section 1. Inspection of Records. Every Trustee shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of this Association. This inspection by a Trustee may be made in person or by an agent, or attorney, and the right of inspection includes the right to copy and make abstracts of documents, but not the right to remove or transfer the originals without a vote of the Board.

Section 2. Insignia. The Trustees may from time to time adopt a form of logo or other insignia for this Association and may have such insignia reproduced in a form suitable for display by members in recognition of their participation in this Association. The Trustees may, in their discretion, determine that any such insignia given to members shall remain the property of this Association and be returned to this Association upon termination of membership for any reason. The Trustees may, in their discretion, charge a fee from members to cover the costs of reproduction of the insignia and, at the discretion of the Trustees, such fee may be refundable or non-refundable upon the return of the insignia.

Section 3. Amendments. These Bylaws may be adopted, amended, or repealed by a vote of a majority of the Trustees. The proposed amendments must be emailed  at least three (3) days prior to the meeting at which a vote will be taken on these amendments.

Section 4. Contractual Agreements. The Trustees shall have the right to enter into a contractual agreement with independent contractors.

Section 5. Nonprofit Status. The Association is a nonprofit Association as defined in Chapter 82 of the Nevada Revised Statutes which is organized for public benefit and charitable purposes. Notwithstanding any other provision of these Bylaws or the Articles of the Association, the Association shall not carry on any activity not permitted to be carried on by an Association exempt from federal income tax under Section 501(c)(13) of the Internal Revenue Code. The Association shall have no capital stock and shall not have a purpose involving pecuniary gain to its members. It shall not have any power to issue certificates of stock or declare dividends, and no part of the net earnings of the Association shall inure to the benefit of, or distributed to its Trustees, Officers, members, or other private persons, except as the Association 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 the Articles of the Association.

Section 6.Gifts. The Board may accept on behalf of the Association any contribution, gift, bequest, or devise for the general purpose of the Association, and any such gift shall be held, administered and distributed in compliance with applicable law including but not limited to regulations of the United States Internal Revenue Service affecting charitable organizations.

Section 7. Distribution upon Dissolution. Upon the dissolution of the Association, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.


REVISED 2-23-24