Morningside Cemetery Association of Vermont Corporate ByLaws

As Amended August 18, 2021

Article I. Name

The Morningside Cemetery Association of Charlotte, Vermont, is a domestic nonprofit corporation operating as a cemetery association in accordance with V.S.A. Chapter 121 (“Association”). The Association was organized in 1915 to own and operate Morningside Cemetery in East Charlotte, Vermont (“Cemetery”).

Article II. Purpose

The Association’s purpose is to ensure that the Cemetery is managed responsibly, respectfully, and in the current and long-term interest of the members.

Article III. Membership

Members of the Association own burial plots in the Cemetery. Members may also be descendants of persons interred in burial plots. For purposes of voting on Association matters, each plot shall be recognized as having one member.

Article IV. Board of Trustees

The Association shall be governed by a Board of Trustees (“Trustees”) that consists of a minimum of five and a maximum of seven members. Each Trustee shall be a Member of the Association. Trustees shall be elected for two-year terms. Election of Trustees shall occur at the Annual Meeting of Association by majority vote of the membership in attendance.

In the event of a vacancy, as may be caused by the resignation, death, or incapacity of a Trustee, the Board may appoint an interim Trustee. Interim Trustees shall serve until an election is held at the next Annual Meeting.

Article V. Officers

The Trustees shall elect corporate officers to conduct the affairs of the Association. The officers shall consist of a President, a Secretary and a Treasurer. They shall be elected for one-year terms at the Annual Meeting of the Association. A trustee may occupy more than one corporate office at the same time. Officers and Trustees shall not be paid for their services.

The President shall preside at all meetings of the Trustees and of the Association; execute documents required in the conduct of the Association’s business; establish committees of the Board; and propose candidates to fill vacancies as necessary. In the absence or inability of the President to perform official duties, the Trustees may appoint another of its members to act in the President’s stead.

The Secretary shall take minutes of meetings of the Association and of the Board. The Secretary is also responsible for maintaining correspondence, files, and other official records of the Association, including lot purchase agreements and state and local reports.

The Treasurer shall receive and deposit funds with a commercial financial institution. The Treasurer is responsible for maintaining records of all assets and investments; for providing an annual financial report to the Trustees; for conveying recommendations of the Association’s investment advisor to the Trustees; for paying and recording expenses; and for timely filing of tax and financial reports with federal and state agencies.

Article VI. Meetings

Meetings of the Board shall be called and held at times and places as designated by the President. All such meetings are open for attendance by the membership. The Annual Meeting shall be held on a date and at a time and place as determined by the Board. The Board shall publicize and provide notice to Members at least 14 days prior to the Annual Meeting.

Regular and special meetings of the Board shall be called by the President. A quorum of three Trustees is required for the Board to conduct official business at any such meeting. Board decisions are made by majority vote.

Article VII. Liability and Insurance

Neither Association Members nor the Board of Trustees shall be liable, collectively or individually, for any loss or action affecting the Cemetery. The Board shall carry insurance to protect against liability claims.

Article VIII. Investment Philosophy

The Association’s assets shall be invested in low-risk financial instruments in accordance with recommendations from the Association’s investment advisor.

Article IX. Oversight, Maintenance, and Assessments

The Board shall establish a plan of the Cemetery that indicates the location of burial plots that are owned and/or may be available for purchase. The Board shall create and update on a regular basis a contact list for all known Members and seek to locate contact information for as many Members as possible.

The Cemetery grounds shall be maintained to high physical and aesthetic standards. A superintendent and/or other contractors may be hired by the Board to perform maintenance and repairs. The Board may request, but cannot require, Members to pay special assessments if there are insufficient funds in the Association for major maintenance or repair items.

Article X. Rules and Regulations

The Trustees shall establish rules and regulations that govern operations, management, and maintenance of the Cemetery. Such matters include, but are not limited to, the size and purchase price of burial plots, eligibility criteria to purchase plots, and how and when burials may occur. All Members will be provided a record of rules and regulations upon request and at Annual Meetings.

Article XI. Amendments

These Bylaws may be proposed for modification and amendment as recommended by a majority of the Board at the Annual Meetings. Changes require approval by 60% of the Members in attendance.