TRINITY CHURCH YARD CEMETERY ASSOCIATION
NAME, LOCATION, AND PURPOSE
The name of this corporation shall be the Trinity Church Yard Cemetery Association (the "Association"), located in Holderness, New Hampshire. The "place of business" of said Association is the Church Yard Cemetery (the "Cemetery") located on Route 175 in Holderness. The objects of this corporation are for the provision of suitable grounds and other conveniences for the burial of the dead, as set forth in the Articles of Agreement recorded with the Secretary of State, volume 14, page 39, February 13, 1907, as amended. Consistent with Article 4 of the Articles of Agreement of the Association, the provisions for disposition of the corporate assets of the Association in the event of dissolution of the corporation are that they shall be distributed only to another cemetery corporation which is a like or similar one having the same general purposes and enjoying the same tax-exemption under the Internal revenue Service Code, or to the Town of Holderness for a similar purpose.
Any owner, or senior lineal descendant of the deceased owner of a lot in the Cemetery shall be considered a Proprietor of the Cemetery and as a Proprietor shall have the right to vote at the annual meetings of the Proprietors.
The annual meeting of the Proprietors and Trustees of the Association shall be held on a date and at such time and place as the Trustees shall determine. Notice of the annual meeting shall be by notice published in some newspaper published in Plymouth, New Hampshire at least fourteen days prior to the date of the meeting, stating the time and place of the meeting and the purpose for which the meeting is called.
Special meetings shall be called by the President or upon the request of a majority of the Trustees. Trustees shall be notified of special meetings at least seven days prior to the date of the meeting.
TRUSTEES AND OFFICERS
(a) The control and management of the Association shall be vested in a board of eleven Trustees (the "Board"), who shall be elected by the Proprietors at the annual meeting of the Association. A majority of the elected Trustees shall be considered a quorum for the transaction of business. Trustees shall serve for a term of three years and may serve multiple terms as voted by the Proprietors. Under extreme circumstances, a Trustee may be removed by a two-thirds vote by the majority of Trustees.
Each Trustee, prior to taking a position on the Board, shall submit in writing to the President a list of all businesses or other organizations of which they may have an affiliation with which the Corporation has or might reasonably in the future enter into, a relationship or a transaction in which the Trustee would have conflicting interests. The President shall become familiar with the statements of all Trustees in order to guide their conduct should a conflict arise.
At such time that any matter comes before the Board in such a way as to give rise to a potential conflict of interest, the affected Trustee shall make known the potential conflict, whether disclosed by a written statement or not, and recuse themselves. The Board shall comply with all the requirements of New Hampshire law where conflicts of interest are involved.
(b) The Trustees shall meet following the annual meeting of the Proprietors of the Association at which time they shall elect a President, Vice President, Secretary, and Treasurer, who shall hold office for a term of three years or until a successor has been elected.
(c) Trustees shall review annually the report of the previous year's income and expenses provided by the Treasurer and indicate their approval of said report prior to the annual meeting of the Association. If a problem is identified or a Trustee takes issue with any aspect of said report, the Treasurer shall resolve the matter with the Trustee. If the matter is not resolved, the President shall be responsible for taking appropriate action to resolve the issue, and report said action to the Association at the annual meeting.
(d) Meetings of the Trustees may be held at any time upon seven days notice being given by mail postage prepaid to each Trustee addressed to their last known address, or via electronic mail if receipt is acknowledged by the Trustee recipient.
DUTIES OF OFFICERS
The President of the Association shall preside at all meetings of the Proprietors and of the Trustees. The President shall call meetings of the Board of Trustees whenever they desire, or whenever requested by a majority of the Board, and shall call special meetings of the Proprietors whenever requested by a majority of the Trustees. On behalf of the corporation, in addition to the Treasurer, the President shall sign all notes, deeds, mortgages, contracts, leases of other instruments of obligation duly authorized by the corporation. The President shall perform such other duties as may be prescribed from time to time by the Board.
In the absence of the President, the Vice-president shall preside at all meetings of the Proprietors of the corporation and Association meetings of the Trustees.
The Secretary shall have the custody of the books and papers pertaining to the records of the corporation and the Cemetery Records and shall issue the calls for all meetings. Additionally, the Secretary shall prepare and distribute to all Trustees minutes of all meetings within two weeks of said meeting, as well as any proposed changes to these By-Laws and/or Rules of Trinity Church Yard Association.
The Treasurer shall be the financial agent of the corporation, have charge of and be responsible for all moneys which come to their possession, prepare and exhibit statements of the Association's accounts prior to the annual meeting and at other times when requested by the Board of Trustees, and make all such reports and returns as are required by law to be made. The Treasurer shall prepare and distribute to all Trustees at least one week prior to the annual meeting of the Association a report of the previous year's income and expenses, as well as a summary report from an independent third party. On behalf of the corporation, the Treasurer shall have the authority to sign checks on any account of the corporation and draw moneys on deposit in the name of the corporation, and with the President shall sign all notes, deeds, mortgages, contracts, leases or other instruments or obligations duly authorized by the corporation. Any checks in excess of $1,000 shall be co-signed by the President or designee. If required by the Board of Trustees, he/she shall give a bond for the faithful performance of their duties, in such amount as they may prescribe.
The Board of Trustees shall appoint a Finance Committee to include the Treasurer, Vice-President, and one member-at-large who will be responsible for oversight of investment accounts held by the Association, including but not limited to those currently held at Charter Trust. The Finance Committee shall prepare and distribute to all Trustees at least one week prior to the annual meeting of the Association a report of the previous year's investments and balances.
The Secretary is responsible for updating the By-Laws and Rules periodically and filing same with the Secretary of State's office and Charitable Trusts Unit of the NH Department of Justice. Proposed changes shall be presented to the Board of Trustees for their consideration at the annual meeting of the Association. A majority of Trustees in attendance shall constitute a quorum for the purpose of voting on any proposed changes or amendments to the By-Laws and Rules. Approval shall require a two-thirds vote by the Trustees in attendance. These By-Laws dated June 19, 2013 supersede all previous editions.
Amendments approved by at least 2/3 of Trustees in attendance at the Annual Meeting of Trinity Church Yard Cemetery Association on June 19, 2013