PREAMBLE

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The Strickling Cemetery Association was created on February 12, 2022 operating the Strickling cemetery, Burnet County, Texas to serve the needs of members for burial plots and care of the surrounding ground.   The following By-laws shall be subject to, and governed by, the Articles of Incorporation of Strickling Cemetery Association. In the event of a direct conflict between the herein contained provisions of these By-laws and the mandatory provisions of the Non-Profit Corporation Act of Texas, said Non-Profit Corporation Act shall be the prevailing controlling law. In the event of a direct conflict between the provisions of these Bylaws and the Articles of Incorporation of Association, it shall then be these Bylaws which shall be controlling.

 

ARTICLE 1—Name

 

The name of the association shall be the Strickling Cemetery Association, Burnet County, Texas. (“The Association” as used in context in these By-laws).  

 

ARTICLE 2—Purpose

 

The purpose of the Strickling Cemetery Association is the operation, maintenance and improvement of the Strickling Cemetery located at Strickling Cemetery, Burnet County, Texas in a manner consistent and subject to federal income tax laws, and regulations and the laws of the State of Texas governing the operations of charitable Associations.  

 

The Association is established within the meaning of IRS Publication 557 Section 501(c) (3) Association of the Internal Revenue Code of 1986, as amended (the "Code") or the corresponding section of any future federal tax code and shall be operated exclusively for/to preserve and maintain Strickling cemetery. The Association will be owned and operated solely for the purpose of the disposal of human bodies by burial or human remains (cremains) by burial. The Association will be owned and operated exclusively for the benefit of members buried in the cemetery. 

 

The Association is not permitted to engage in any business not necessarily incident to the purpose of providing for the disposal of human bodies by burial or burial of cremains.  The contributions or other income received by the Association from any source will be disposed of only in one of the following ways: (1) the ordinary and necessary expenses of operating, maintaining and improving the cemetery; (2) for creating a perpetual fund to provide a source of income for the care of the cemetery or a reasonable reserve for any ordinary or necessary purpose.  No part of the net earnings of the Association may inure to the benefit of any private shareholder or individual.  Any cemetery operations shall comply with Texas laws governing cemetery operations established under the Texas Health and Safety Code (TX HEALTH & Safety, Title 8, Subtitle C. Cemeteries and Crematories C711-716) and future amendments thereto. 

 

Title 8. Death and Disposition of the Body

Subtitle C. Cemeteries and Crematories

Chapter 711. General Provisions Relating to Cemeteries

Chapter 712. Perpetual Care Cemeteries

Chapter 713. Local Regulation of Cemeteries

Chapter 714. Miscellaneous Provisions Relating to Cemeteries

Chapter 715. Certain Historic Cemeteries

Chapter 716. Crematories

 

The Association shall hold and may exercise all such powers as may be conferred upon any nonprofit Association by the laws of the State of Texas and as may be necessary or expedient for the administration of the affairs and attainment of the purposes of the Association.  At no time and in no event shall the Association participate in any activities which have not been permitted to be carried out by an Association exempt under Section 501(c) of the Internal Revenue Code of 1986 (the "Code"), such as certain political and legislative activities.

 

ARTICLE 3—Membership

 

Section A—Membership Identification:  Anyone who is presently shown to be an existing member in the records of the unincorporated Strickling Cemetery Association or the Association shall be considered to be a member and entitled to be present at membership meetings and vote.

 

Section B—To Become a Member:  Anyone with relatives (other than non-members buried under the provisions of section C below unless the required Board approval expressly so provides) within three degrees of kinship by blood, marriage or adoption (including great grandparents, grandparents, parents or immediate family) already buried in the cemetery.

 

Section C—Member Privileges:  Any member may reserve the right to be buried in an available unreserved plot or burial space for such member and an adjacent available unreserved plot or space for his or her spouse, subject to reversion as hereinafter set out.  In the event of death of a member’s immediate family, additional available plots or burial for the member of the immediate family of such member may be made available to such a member pursuant to such provisions as are approved by the majority of the Directors.  Additional curial spaces upon two-thirds (2/3) majority vote of the Directors for good cause, can be made available to other nonmembers upon their death, not to exceed four (4) spaces per year.

 

Section D—Honorary Member Status: Individuals that do not meet the requirements of membership stated in these by-laws may be granted honorary membership upon two-thirds (2/3) majority vote of the Directors for purpose of acting in advisory capacity or voting on behalf of a member than is unable to participate.  Honorary membership assignment shall be voted on and approved following roll call/call to order, before any regular voting is to occur.

 

ARTICLE 4—Meetings

 

Section A—Bi-annual Meeting:  There shall be an bi-annual meeting of the members of the Association held on the last Saturday in April and second Saturday November with the meetings held at City of Bertram Library located in Bertram, Burnet County, Texas, or other location which will be included in bi-annual notification at 9:00 a.m. Central Time to be followed by work-day.

 

Section B—Special Meetings:  The President or a majority of the Directors may call special meetings of the membership by emailing notices to all of the members whose email addresses are known, as well as phone text message notification.

 

Section C—Quorums:  A quorum of four (4) out of the seven (7) Directors must be present before the Board of Directors can transact business.  A majority vote of the directors present at a meeting shall govern the actions of the Association.  No meeting of the Directors shall sit for the transaction of business or the determination of any matter unless at least four (4) directors are present physically and/or virtually. 

 

Section D—Location:  All meetings shall take place at the Bertram Library located in Bertram, Burnet County, Texas unless location otherwise noted in notification and dial in number will be made available to members in advance of the meeting.  All members have the option to attend physically or virtually via web call or dial in options.  All present attendees (Directors and Members), physically and virtually shall be included in roll call and have the ability to participate in votes conducted during said meeting.

 

ARTICLE 5— Board of Directors

 

Section A—Composition:  All members of the Board of Directors, including four (4) Officers serving as Directors, will be elected for a three (3) year term on a rolling calendar following first term elections scheduled as stated in Section G.  All Board of Directors are required to attend at least one (1) SCA meeting per year.  A vacancy may be filled at the Annual Meeting or at a Called Meeting for the balance of any incomplete term. The Board of Directors shall receive, review, and execute an acknowledgment of the Strickling Cemetery Association’s Conflict of Interest Policy annually.  The Board shall have up to seven (7) members, but no fewer than five (5) Board members. The number of Board members may be increased beyond seven (7) members by the affirmative vote of a two- thirds majority of the then-serving Members of the Association. A Board member need not be a resident of the State of Texas.

 

Section B—Vacancies:  In the event of the death, resignation, or refusal to act of any Director, the other Directors shall elect his successor, to serve such unexpired term.  The President or a majority of the Directors may call special meetings of the Directors or members at any time by giving such Directors and members at least four days advance notice of the same.

 

Section C—Duties

• President: It shall be the responsibility of the President, in general, to supervise and conduct all activities and operations of the Association, subject to the control, advice and consent of the Board of Directors. The President shall keep the Board of Directors completely informed, shall freely consult with them in relation to all activities of the Association, and shall see that all orders and/or resolutions of the Board are carried out to the effect intended. The President shall be empowered to act, speak for, or otherwise represent the Association between meetings of the Board. 

• Vice President: In the absence of the President, or in the event of his/her inability or refusal to act, it shall then be the responsibility of the Vice President to perform all the duties of the President, and in doing so shall have all authority and powers of and shall be subject to all the restrictions on, the President.

• Secretary:  The Secretary, or his/her designee, shall be the custodian of all records and documents of the Association, which are required to be kept at the principal office of the Association, and shall act as secretary at all meetings of the Board of Directors, and shall keep the minutes of all such meetings on file in hard copy or electronic format. S/he shall attend to the giving and serving of all notices of the Association in accordance with the provisions of these bylaws. Additionally, the Secretary will be responsible for sending mailed appreciation letters to donor including tax-deductible proof of donation and emailed appreciation message to members that attend Cemetery work-days. 

• Treasurer:  It shall be the responsibility of the Treasurer to keep and maintain, or cause to be kept and maintained, adequate and accurate accounts of all the properties and business transactions of the Association, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements.  The Treasurer shall be responsible for ensuring the deposit of, or cause to be deposited, all money and other valuables as may be designated by the Board of Directors. Furthermore, the Treasurer shall disburse, or cause to be disbursed, the funds of the Association, as may be requested by a member of the Board of Directors or any member of the association, within two (2) weeks of the receipt of a request, an account of all the Treasurer's transactions as treasurer and of the financial condition of the Association; and provide financial statement at the annual meeting of the Association and to the Board of Directors as determined necessary by them. 

 

Section D—Resignation:  Each Board member shall have the right to resign at any time upon written notice thereof to the Secretary of the Board or the Executive Directors. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall not be necessary to make it effective.

 

Section E—Removal:  A Board member may be removed, with or without cause, at any duly constituted meeting of the Board, by the affirmative vote of a two-thirds majority of then-serving Board members.

 

Section F—Elections:  The members of the Association shall elect the directors, with elections held each year commencing in the year 2023 and continuing every year thereafter during the November bi-annual meeting.  The members shall elect a President, Vice-President, and a Secretary, Treasurer, and three (3) Directors all of whom shall be elected according to the rotating calendar stated in section G.  Nominees must be present at the meeting when  elections are held to be eligible. All members of the Board of Directors, including four (4) Officers serving as Directors, will be elected for a three (3) year term on a rolling calendar following first term elections scheduled as stated in this.  

 

Section G— Schedule of election:  Elections for Director (Seat 1), Director (Seat 2), Director (Seat 3) shall be held on a rolling three-year calendar starting in November 2023.  Elections for Vice President, and Treasurer shall be held on a rolling three-year calendar starting in November 2024. Elections for President and Secretary shall be held on a rolling three-year calendar starting in November 2025. 

 

ARTICLE 6—Committees

 

The President, with the approval of the Directors, shall designate such committees as s/he shall deem necessary to properly carry on the functions of this Association.

 

ARTICLE 7—Dedication of Funds

 

The properties and assets of the Association are irrevocably dedicated to and for non-profit purposes only. This association shall not be conducted for financial gain and no part of its earnings shall inure to the benefit of any private shareholder, member or individual.  Any receipts of this association in excess of the expenses of operating shall be placed in either an operating fund for future operational expenses, a reserve fund for designated repairs or improvements, or in a perpetual care fund with the interest dedicated for future operational expenses. 

 

ARTICLE 8—Funds and Financial Reports

 

The Board of Directors shall present an annual financial report to the membership at the bi-annual meeting held in April each year.  The Board of Directors are authorized to manage the financial affairs of the Association, including the right to invest the assets of the Association, to pay for necessary expenses, repairs, upkeep, and improvements in the discretion of the Board of Directors, and to invest the funds of the Association in operating, reserve, or perpetual fund accounts, including the right to accept contributions for specified purposes, provided such purposes are consistent with the purposes for which this Association is organized and operates. 

 

The Board of Directors shall arrange for the investment of the funds of the Association in accounts insured by the United States Government.   The funds may be withdrawn only upon the signature of two (2) Association Officers, to include: Secretary or Treasurer, and President or Vice-President of the Association. 

 

ARTICLE 9—Disposition of Funds in Event of Dissolution

 

If at any time this Association should be dissolved, no part of the net earnings, properties, or assets of this Association, on dissolution or otherwise, shall inure to the benefit of any person or any member, director, or officer of this Association. Upon the dissolution of the Association, the Board of Trustees shall, after paying or making provision for payment of all the liabilities of the Association, distribute all the remaining assets of the Association only for tax-exempt purposes to an eligible Association or Associations (as hereinafter defined) as the Board of Trustees shall determine. Any of such assets not so disposed of shall be disposed of by the District Court of the county in which the principal office of the Association is then located, exclusively for such purposes, or to such eligible Association or Associations as said court shall determine. For purposes of this article, "eligible Association or Associations" refers to any Association or Associations that are tax-exempt under Section 501(c)(3), (13) or similar subpart, Internal Revenue Code, or described by Section 170(c)(1) or (2), Internal Revenue Code, as the Board of Trustees shall determine.

 

ARTICLE 10—Prohibition of Use of Funds for Political and Other Purposes

 

No part of the net earnings of the Association shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and contributions in furtherance of the purposes set forth in Article 8 hereof.  No substantial part of the activities of the Association shall be carrying on of propaganda, or otherwise attempting to influence legislation, and the Association 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 these articles, the Association shall not carry on any other activities not permitted to be carried on (a) by an Association exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any subsequent United States Internal Revenue Law.)

 

ARTICLE 11—Amendments

 

These by-laws or the charter of the Association may be amended at any annual or specially called meeting of the Association by a two-thirds majority vote of the members present and voting, but there must be at least 10 members present for a valid meeting to be held.

 

ARTICLE 12—Association Records

 

Section A—Maintenance and Inspection of Articles and Bylaws

The Association shall keep at its principal office the original or a copy of its Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the directors at all reasonable times during office hours.

 

Section B—Maintenance and Inspection of Federal Tax Exemption Application and Annual Information Returns

The Association shall keep at its principal office a copy of its federal tax exemption application and its annual information returns for three years from their date of filing, which shall be open to public inspection and copying to the extent required by law. The fiscal year for this Association shall end on December 31.

 

Section C—Maintenance and Inspection of Other Corporate Records

The Association shall keep adequate and correct books and records of accounts and written minutes of the proceedings of the Board and committees of the Board. All such records shall be kept at a place or places as designated by the Board and committees of the Board, or in the absence of such designation, at the principal office of the Association. The minutes shall be kept in written or typed form, and other books and records shall be kept either in written or typed form or in any form capable of being converted into written, typed, or printed form. Upon leaving office, each officer of the Association shall turn over to his or her successor or the President, in good order, such corporate/Association monies, books, records, minutes, lists, documents, contracts or other property of the Association as have been in the custody of such officer, employee, or agent during his or her term of office.

Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Association. 

 

The Association shall prepare annual financial statements using generally accepted accounting principles. The Association shall make these financial statements available to the Texas Attorney General and members of the public for inspection no later than 30 days after the close of the fiscal year to which the statements relate.

 

ARTICLE 13–Construction and Definitions

 

Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the Non-Profit Corporation Act as amended from time to time shall govern the construction of these Bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural number includes the singular, and the term "person" includes an Association as well as a natural person. If any competent court of law shall deem any portion of these Bylaws invalid or inoperative, then so far as is reasonable and possible (i) the remainder of these Bylaws shall be considered valid and operative, and (ii) effect shall be given to the intent manifested by the portion deemed invalid or inoperative.

 

These by-laws were approved by the directors of the Strickling Cemetery Association, operating the Strickling Cemetery, Burnet county, Texas this 12TH day of November 2022.