BY LAWS

March 31, 2013

 

Funeral Consumers Alliance of Southern Arizona Inc.

P.O. Box 12661

Tucson, Arizona 85732

A non-profit organization

 

Attached is the current revised and amended BY-LAWS of the FUNERAL CONSUMERS ALLIANCE OF SOUTHERN ARIZONA, INC. or FCA of SAZ, ARTICLE XIII, section 1.

 

This is a non-profit organization which was incorporated on October 5, 1961, as THE TUCSON

PLANNED MEMORIAL SOCIETY (TUCSON MEMORIAL SOCIETY) .

 

The BY-LAWS and Articles of Incorporation were previously amended May 4, 1975, November 19, 1980, March 1, 1989,  September 10, 1995, and March 9, 2009 with the name changed to FUNERAL CONSUMERS ALLIANCE of SOUTHERN ARIZONA, INC in 2001. BY-LAWS and Articles of Incorporation were amended December 9, 2006.

 

 

Ratified March 21, 2013 at the 2013 Annual Membership Meeting

Board Members Present:

Ron Zack, President

Brenda Goldsmith, Vice-President

Dianna Repp, Secretary

Bill Richardson, Treasurer

Janet Malik

 


 

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March 31,2013

 

FUNERAL CONSUMERS ALLIANCE of SOUTHERN ARIZONA, INC.

P.O. Box 12661

Tucson, Ar1zona 85732

A non-profit organization

 

ARTICLE I. NAME

 

The name of this non-profit corporation shall be the Funeral Consumers Alliance of Southern Arizona, Inc. hereinafter referred to as FCA of SAZ.

 

 

ARTICLE II. PURPOSES

 

The purposes for which this Society is organized are as follows:

 

Section 1(a)  Said organization is organized exclusively for charitable, religious, educational and scientific purposes, the making of distributions to organizations that quali1fy as exempt organizations under section 501(c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

 

Section 1(b)  No part of the net earnings of the organization shall inure to the benefit of,  or be distributable to its members, trustees, officers or other private persons, except that the organization 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   purpose clause hereof.  No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the

organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

 

Section 1(c )  Upon the dissolution of the organization, 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. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization  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.

 

Section 2. To promote the dignity, simplicity, and spiritual values of funeral rites and memorial services and to promote the opportunity for every person to predetermine the type of funeral or memorial service which that person desires.

 

 


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Section  3. To reduce unjustifiable costs of cremation~ burial and other funeral services, and to provide education and guidance to the public and to its members and promote their interests in achieving the forgoing and other activities pertaining to the care, disposition or utilization of human remains.

 

Section  4. The Alliance will maintain its status as an Affiliate of the Funeral Consumers Alliance of America (FCA) and maintain reciprocal relationships with other Affiliates of FCA.

 

Section  5. The Alliance may establish subsidiary projects to advance its purposes.

 

ARTICLE III. MEMBERSHIP

 

Section 1.   Qualifications for membership:  Membership is open to individuals, guardians and families without regard to race, creed, national origin, or any legally identified category.  Potential members must make a written application and pay  an applicable membership fee.  Parents or guardians with dependent children may choose a plan for dependent s.  Formerly dependent children who reach legal age are no longer members under the parents member number.  These adults may apply for membership by submitting a new application in their own names and paying the membership fee.

 

Section 2.   An initial membership fee shall be paid at the time of enrollment.

A.   Membership is for one year following approval of membership application  by FCA~SAZ.  Renewal of membership is annual and requires payment of a renewal fee.

 

 

Section 3.   Forms: Each person included in the membership will be given a form required to be filled out which specifies their final wishes. Parents or guardians may fill out the forms for minors. An I.D. card will be issued upon enrollment.

 

Section 4.  A minor, upon reaching legal age, may retain membership only as long as he or she continues to be financially dependent on the parent and resides at the address of the parents or while attending a certified institution of learning. Upon moving to another address, the minor, or anyone previously a member of the family, should apply for their own lifetime membership.

 

ARTICLE IV. MEETINGS.

 

Section 1.   Annual Meeting. The annual meeting of the FUNERAL CONSUMERS ALLIANCE of SOUTIIERN ARIZONA, INC shall be held alternate years in Tucson and Green Valley at a time and place chosen by the Board of Directors.

 

Section 2.   Special Meetings. Special meetings may be called by the President upon his own motion or upon the written request of a majority of the Board of Directors.  

 

Section 3.   Notice: Member  shall be sent or given a notice of annual meeting, not more than thirty (30) days, nor less than seven (7) days in advance of such meetings.

 

Section 4.   Quorum. The voting members present at any meeting called, with proper notice, shall constitute a quorum.

 

 


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Section 5. Voting. Each member (family unit) that has joined the FCA of SAZ may cast one vote per member on matters before the meeting of members. Voting by proxy is not permitted.

 

ARTICLE V. DIRECTORS

 

Section  1.   Number of Directors. The Board of Directors shall consist of nine (9) Funeral Consumers Alliance of Southern Arizona, Inc. members who shall serve without pay. One member of the board shall reside in and represent the membership in Green Valley as long as Green Valley members belong to Funeral Consumers Alliance of Southern Arizona, Inc.

 

Section 2. Elections. The governing body of FCA of SAZ shall be a Board of Directors elected at the annual meeting as follows:

At the annual meeting   nine (9) members shall be elected for a term of two, (2) years. Subsequently, at each annual meeting there shall be an election to fill any vacancies.

The attendance of the Board members at the annual meeting shall be expected unless otherwise

specifically excused by the president for good cause shown.

 

Section 3. Vacancies. When a vacancy occurs on the Board of Directors, the Board shall, at its next regular meeting, appoint a member to fill such vacancy. The new member shall serve for the duration of the term which he was appointed to fill.

 

Section 4. Quorum A majority of the Directors present shall constitute a quorum at Board meetings, and the acts of a majority of those present shall be the legal acts of the Board of Directors.

 

Section  5. Directors’ Meetings. Immediately following adjournment of the annual meeting, the new Board of Directors shall meet to organize and elect officers. Subsequently it may meet at any time at the call of the President, or any three (3) Directors. It shall meet in regular session at least  once in every quarter of the year, at such time and place as designated by the Board Executive Committee.

Notices of all Board meetings shall be given or sent to all Board members not more than ten (10) days or less than three (3) days before a meeting.

 

Section 6. Attendance. The Board of Directors meets four (4) times a year.  All officers of the Board of Directors are required to attend two of the four meetings, except in case o f emergency. Members who do not contact the president may be removed as an officer of the FUNERAL CONSUMERS ALLIANCE of SOUTHERN ARIZONA Board of Directors.

 

Section  7. . Limitations.  Members paid as staff: if any, may not serve as directors, trustees or policy-making officers.

 

 


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Section 8. Nominating: The Board of Directors, at one of its regular meetings, may nominate one or more members to fill any Board vacancies.

 

ARTICLE VI. OFFICERS AND EXECUTIVE COMMITTEE.

 

Section 1. Number. The officers of Funeral Consumers Alliance of Southern Arizona, Inc. shall consist of President, Vice-President, Secretary, and Treasurer.

 

Section 2. Election of Officers. At its organizational meeting, on the same day immediately following the annual meeting, the Board shall elect officers.  If any officer resigns during the program year, the Board may appoint a replacement to serve until the next annual meeting.

 

Section 3. Executive Committee. The officers of FUNERAL CONSUMERS ALLIANCE of SOUTHERN ARIZONA, INC. shall constitute the Executive Committee.

 

ARTICLE VII. DUTIES OF OFFICERS AND DIRECTORS.

 

Section 1. General. The officers of FCA of SAZ shall exercise full power and authority and perform all duties usually incident to their respective offices.

 

Section 2. Executive Committee. The Executive Committee shall meet at the call of the President. Actions of the Executive Committee shall have the same effect as those of the Board, unless rescinded or amended by the Board. A majority of the Executive Committee shall constitute a quorum at the Executive Committee meetings.

The Executive Committee may appoint members from the Board to complete the quorum for any particular meeting.

 

Section  3. Directors. The Board of Directors shall be responsible for the proper conduct of the business and program of the Alliance between annual meetings.

 

ARTICLE VIII. RECIPROCITY AND TRANSFERS.

 

Section 1. Visitors. To establish reciprocity with other funeral and memorial societies (members of FCA affiliates), FCA of SAZ agrees to extend its usual service, advice, and assistance to Southern Arizona visitors who belong to other affiliated societies.

 

Section 2. Transfers. To members of other affiliated FCA Chapters who locate in the Southern Arizona area, in the spirit of reciprocity we agree to transfer their membership to FCA of SAZ for the transfer fee set by the Board.

 

 


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ARTICLE IX INDEBTEDNESS.

 

Section 1. Affiliate. The highest amount of indebtedness to which the FCA of SAZ may, at anyone time, subject itself to shall be Fifteen Thousand Dollars ($15,000.00).

 

Section 2. Member. No member may purchase any article or service for FCA of SAZ costing more than Two Hundred Dollars ($200.00) without prior approval of the Executive Committee.

 

ARTICLE X. ASSETS.

 

Section 1.  Assets. No member shall have any right or interest in the property of the FCA of SAZ in operation or in dissolution. In dissolution or otherwise becoming inactive, the responsibility for servicing the members, together with all remaining assets, shall be transferred to the nearest willing and qualified society which is a member, or is eligible to become a member of the Funeral Consumers Alliance of America. Otherwise, all remaining assets shall be transferred to FCA or other non-profit corporations serving similar purposes du1y qualified under Section 501(c)(4) or Section 501(c)(3) of the Internal Revenue Code, or equivalent law.

 

ARTICLE  XI. LIABILITY

 

Section 1. Personal. The private property of the members, directors, and officers of the corporation (FCA of SAZ) shall, at all times, be exempt from all corporate debts and liabilities whatsoever.

 

Section 2. Alliance. Neither FCA of SAZ nor any of its members shall be liable in any litigation brought as a resu1t of alleged failure of a mortuary to carry out satisfactory service to a member of the Alliance.

 

ARTICLE XII. CONTRACTS AND CHECKS.

 

Section 1. Contracts. The President and Secretary or the President and Treasurer shall jointly sign contracts in the name of the FCA of SAZ, upon authorization of the Board of Directors.

 

Section 2. Checks. The Executive Committee shall file their signatures with the bank for the purpose of signing checks. Any members of the Executive Committee may sign checks in an emergency, but normally the Treasurer signs with either the President or the Secretary. All checks require two (2) Executive Committee signatures unless there is no second member of the Executive Committee available to co-sign a check.

 

ARTICLE XIII. AMENDMENTS.

 

Section 1. Voted by Members. These By-Laws may be amended at any legally called meeting by a majority of those present or by a unanimous vote of all members of the Board of Directors.

 

Section 2. Notice of Meeting. No amendment of these By-Laws at any meeting shall be valid unless such amendment was included in the notice of said meeting to all members.

 

 

Ratified March 21, 2013 at the 2013 Annual Membership Meeting

Board Members Present:

Ron Zack, President

Brenda Goldsmith, Vice-President

Dianna Repp, Secretary

Bill Richardson, Treasurer

Janet Malik