Section 1. NAME: The name of this organization shall be "HOME OF PEACE
CEMETERY ASSOCIATION." Organized in 1888, incorporated April 1891 using
the name "First Hebrew Benevolent Society of Tacoma, Washington," the
society changed its name to Home of Peace Cemetery Association on April
11,1922.
Section 2. PURPOSE: The purpose of the Home of Peace Cemetery Association is
to function as a Jewish burial society for the Jewish community of
Article II. Members
Section 1. Eligibility for membership: Any person interested in furthering the
purpose statement in Article I, Section 2 is eligible to make an application
for membership. All memberships shall be granted upon a majority vote of the
board of directors. The Board of Directors will consider membership after
receipt of a completed membership application; approval will be subject to the
payment of the initiation fee and annual dues.
Section 2. Classes of
Membership: There are three classes of membership: a. Member:
Adult; b. Associate: Spouse,
and Dependent Child (living at home and under 18 years of age, or full time in
school and under the age of 22 years) or a dependent person who is not self
supporting; c. Honorary.
Section 3. Honorary members: The board of directors may from time to time,
propose an honorary membership to a person in recognition of some valued
contribution to the association. The honorary member has no rights or
responsibilities in the association but is honored. An honorary member may
elect to become a full member with all rights and responsibilities set forth
herein except the obligation to pay an initiation fee. The Board may impose
such other requirements, as the Board in its discretion deems appropriate.
Section 4. Initiation
fees and annual dues: Initiation fees and annual dues will be assessed by
the board of directors, subject to ratification by a majority vote of those
directors present having the right to vote at any regular meeting of the Home
of Peace Cemetery Association. Continued membership is contingent upon being
current in payment of annual dues and any assessments imposed.
Section 5. Rights of
members: Each member shall be eligible to appoint a proxy to cast the
member's vote in association elections. Said proxy shall be in writing and
signed by the member in a form acceptable to the Board. Upon his or her death,
each associate member or member, current in payment of annual dues and any
assessments imposed, is entitled to be interred within the cemetery grounds in
a manner consistent with Article I Section 2.
Section 6. Resignation and Termination: Upon resignation or termination for
cause from Home of Peace Cemetery
Association, the member forfeits all rights and interest in the association.
Resignation or termination for cause shall
not entitle a member to a refund of any fees or dues paid to the association
nor shall it relieve a member of the obligation to pay outstanding dues or
other charges previously accrued.
Termination for cause shall be limited to failure by a member to meet
his financial obligations to the Association after 90 days following the
mailing of an invoice to the member.
Section 7. Reinstatement: A member that has resigned or has been
terminated may be reinstated on such terms as the Board may impose.
Section 1. Regular Meetings: The Home of Peace Cemetery Association shall hold
regular meetings at a frequency, and at a time and place designated by the
president.
Section 2. Annual Meetings: An annual meeting of the members shall take place
in the month of February (which may fall during the Hebrew month of Tevet,
Shevat or Adar). The president will designate the specific date, time and
location. The members shall elect directors and officers, receive reports on
the activities of the association and determine the direction of the
association for the coming year.
Section 3. Special Meetings: Special meetings may be called by the president
or by a simple majority of the board of directors. A petition signed by at
least five percent (5%) of voting
members shall require a special meeting to be scheduled within 30 days after
receipt of the Petition by the President.
Section 4. Quorum: The members present at any properly announced meeting shall
constitute a quorum.
Section 5. Notice of Meetings: Printed notice shall be delivered either in
person, by facsimile transmittal, e-mail, or
Section 6. Waiver of Notice: A waiver executed by
the person or persons entitled to notice, as described in Section 5 above,
whether before or after the time stated, shall be equivalent to the giving of
such notice.
Section 7. Voting: All issues to be voted on shall be decided by
a simple majority of those present at the meeting in which the vote takes
place.
Section 8. Action by members or directors without a
meeting: Any action required to be
taken or which may be taken at a meeting of the members or directors of the
association, may be taken without a meeting if a consent in the form of a
record, setting forth the action so taken, shall be executed by 80% of the
members entitled to vote with respect to the subject matter thereof, or 80% of
the directors, as the case may be.
Article IV. Board of Directors:
Section 1. Board role, size and compensation: The board is responsible for developing
policies, procedures and direction of the association and delegating responsibility
of day-to-day operations to committees.
The board shall consist of all elected officers, appointed committee
chairpersons, and other representatives as found necessary by the Executive
Committee. The board may have up to 15,
but shall not have fewer than 5 members.
Board Members will receive no compensation but will be reimbursed for
reasonable expenses.
Section 2. Terms: All board members
shall serve two-year terms and shall be eligible for re-election to successive
terms, without limitation. One half of the board membership positions, as
determined by the President, shall be filled by election in odd number years;
the other half of the board membership positions shall be filled by election in
even number years. As necessary, such as when reconstituting the entire
Board of Directors, the President shall have authority to extend the initial
term of one half of the elected directors to three years.
Section 3. Meetings: The board of directors shall meet as often as
needed, but no less than four times a year with the times and places to be
determined by the president. Meetings may be held by telephone conference call,
provided all participants are able to speak and hear each other
simultaneously. Persons participating
are deemed present at the meeting. An
official board meeting requires that each board member have written notice
delivered in person, by facsimile transmittal, e-mail, or U.S. mail at least
two (2) weeks in advance, unless waived by board member as outlined above, see
Article III, Section 6.
Section 4. Board elections: Positions of Directors
with expiring terms shall be elected or re-elected by a simple majority of the
members at the annual meeting.
Section 5. Duties: The board of directors shall select by ballot, the
officers of the Cemetery Association from the five [5] to fifteen [15], (nine
[9] currently) board members elected by the membership at the annual meeting,
approve new members, terminate members, establish annual dues, and recommend
bylaws amendments, establish cemetery policies and
shall have the responsibility for the general supervision of the affairs of the
Cemetery Association. The board shall
report on the actions of the board at the regular meetings of the association, and
perform other duties as required and specified in these Bylaws.
Section 6. Quorum:
A majority of members of the board of directors shall constitute a
quorum at any regular or special board of directors meeting for the transaction
of business of the Home of Peace Cemetery Association.
Section 7. Vacancies:
In the event of a vacancy on the board of directors, the Executive
Committee shall have the power to select a successor to complete the unexpired
term.
Section 8. Annual Reports: Officers and committee chairpersons shall
prepare annual reports at the end of their term, copies of which shall be given
to the president and secretary. Copies
shall also be made available to their successors (i.e. the incoming officers
and committee chairs).
Article
V. Officers and Duties:
Section 1. Elected Officers: The officers of the board shall be a
President, Vice-President, Secretary, Financial Secretary, and Treasurer. These officers shall perform the duties
prescribed by these bylaws and by the parliamentary authority adopted by the
association. Certain Officers shall be bonded, as the Board of Directors may
require.
Section 2. President:
The president shall preside at all meetings of members and shall be
chair of the board of directors and the executive committee. The president shall have the right to vote on
all matters coming before any meeting, and shall represent the Home of Peace
Cemetery Association at other organizations and meetings where representation
is desired; shall have such other powers and duties as may be assigned by the
board; and, in consultation with two other officers, shall have the power to
act for the board in cases of emergency between meetings, subject to
ratification at the next board meeting.
When entering into a legal contract for the Home of Peace Cemetery
Association, the president shall follow the Home of Peace Cemetery Association
bylaws pursuant to Article IV, Section 5 (above). In the absence of the president, the
vice-president shall perform the duties of the president.
Section 3. Vice-President: The Vice-President shall coordinate the
activities of persons and committees working with membership, fund-raising and
in the absence of the president, may perform the duties of the president.
Section 4. Secretary: The Secretary shall be responsible for the
creation and preservation of complete records of all meetings of the members,
the board of directors, and the executive committee; shall receive annual
reports of committee chairpersons; and conduct correspondence of the
association.
Section 5. Financial Secretary: The Financial Secretary shall keep a correct
account between the association and its members; receive all moneys and report
the same to the treasurer; shall at the end of each year notify each member the
amount of his or her indebtedness to the association; shall provide to the
president a list of members entitled to vote (i.e. whose obligations or dues
are paid and are in good standing).
Section 6. Treasurer: The Treasurer shall have custody of all funds
and shall keep a complete and accurate list of all receipts and disbursements;
shall deposit all funds in the name of the Home of Peace Cemetery Association
in such depositories as designated by the board; shall give an accounting of
the funds at board of directors meetings; upon request, make financial records
available for inspection; shall sign all checks, but if unable to act, checks
shall be signed by the president or designee.
Section 7. Directors: A director shall perform such duties as the
bylaws may require, including the duties as a member of any committee of the
board upon which the director may serve, in good faith, in a manner such
director believes 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.
In performing the duties of a director, the director shall be entitled
to rely on information, opinions, reports, or statements, including financial
statements and other financial data, in each case prepared or presented by: (1)
One or more officers, or employees of the corporation whom the director
believes to be reliable and competent in the matter presented; (2) Counsel,
public accountants, or other persons as to matters which the director believes
to be within such person’s professional expert competence; or (3) A committee
of the board upon which the director does not serve, duly designated in
accordance with a provision in the articles of incorporation or bylaws, as to
matters within its designated authority, which committee the director believes
to merit confidence; so long as, in any case, the director acts in good faith,
after reasonable inquiry when the need therefore is indicated by the
circumstances and without knowledge that would cause such reliance to be
unwarranted.
Section 8. Honorary Officers: An Honorary Office entails no duties and in
no way conflicts with a member’s holding a regular office or being assigned any
duty whatever.
Section 9. Election: The officers shall be elected by the board of directors
by ballot from a slate prepared by the executive committee to serve a two-year
term or until their successors are elected, and their term of office shall
begin at the close of the annual meeting at which they are elected.
Article VI. Executive Committee of the Board of Directors:
Section 1. Composition: The Executive Committee shall be composed of
the elected officers and immediate past president.
Section 2. Duties:
The executive committee shall appoint committee chair-persons; shall
prepare the slate for election of new officers; shall be responsible for the
management of the Home of Peace Cemetery Association between meetings of the
board of directors; shall have the power of the board of directors; and shall
manage of the affairs and the funds of the Home of Peace Cemetery Association
between board meetings; and shall report its actions at the next meeting of the
board of directors.
Article VII. Standing and Special Committees:
Home of Peace Cemetery shall use
Standing and Special Committees to serve its needs.
Section 1. Administrative: The Administrative committee is a standing
committee and is responsible for management of the association’s administrative
affairs, including bylaws, developing and writing cemetery policies and
procedures, nominating, long range planning, mailing, newsletter, historical
records and computer information.
Section 2. Special Committees: The president and the board of directors may
appoint special committees of one or more persons to exercise such duties as
are delegated to them. The chairperson
of these committees shall serve as ex-officio members of the board of
directors. Committees to expedite Home
of Peace Cemetery Association projects may be organized for the duration of the
project, after which time the committee will determine the advisability of
continuing or terminating the project and present its findings to the board of
directors.
Article VIII. Amendments:
These bylaws may be amended at any
regular or called membership meeting by a two-thirds vote of those entitled to
vote who are present, provided that the amendment has been approved by the
board of directors, and that the amendment has been submitted in writing to the
membership at least two weeks in advance of the meeting.
Fiscal year shall begin January 1
and end on December 31 of the civil calendar each year. Burials, however, will be counted and
recorded using the Jewish calendar, from Rosh Ha Shanah in Tishrei to Sof Elul
each year [late summer to early fall].
Article X. Parliamentary Authority:
Section 1. The most current edition of Robert’s Rules of Order, Newly Revised
shall govern the parliamentary procedures used to conduct meetings of the Home
of Peace Cemetery Association in all cases to which they apply and in which
they do not conflict with these bylaws.
Article XI.
Comply with activities permitted by tax-exempt corporations:
Notwithstanding any
other provision of these articles, the corporation 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)(13), cemeteries, of the Internal revenue Code or the corresponding provision of any future federal tax
code, or (b) by corporation contributions to which are deductible under section
170(c)(2) of the Internal Revenue code or the corresponding provision of any
future federal tax code.
Article XII.
Dissolution of corporation; distribution of the assets:
Upon dissolution of
the Home of Peace Cemetery Association, the board of directors shall after
paying or making provisions for the payment of all liabilities of the society,
offer the assets of the society to any society or organization having
objectives substantially like or similar to those of this organization within
the meaning of section
501(c)(13), cemeteries, of the Internal Revenue Code or
the corresponding provision of any future federal tax code, or shall cause them
to be distributed to the federal government or to a state or local government
for a public purpose. Any such assets
not so disposed of shall be disposed by a Court of Competent Jurisdiction of
the County in which the principal office of the corporation 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.
Article XIII. Investment
and Certification of these Bylaws:
Section 1. These
By-Laws, Rules and Regulations shall take effect from the time of approval by
the membership. All Laws, Rules and
Regulations now in force shall stand repealed.
Section 2: These
bylaws were approved at a meeting of the board of directors by greater than
two-thirds majority vote on December 14, 2005 – (14 Kislev, 5766).
Bylaws
Committee:
Moe
Birnbaum,
Attorney Debbie Freedman, Director
William
Lehman,
President Rabbi Doug Slotnick, Director
Allan
Steinman,
Secretary
Named members of the Board
14 Kislev, 5766 – (Dec. 14, 2005)
David Aqua, Vice President
Debbie Freedman, Director
Herman Kleiner, Director
William Lehman, President
Lenny Reisberg, Director
Si Rose, Director
Rabbi Doug Slotnick, Director
Allan Steinman, Secretary – Treasurer
Fav Witenberg, Financial Secretary
Stan & Iris Sigel, Honorary Directors