BYLAWS
OF
THE _GRAVES__CEMETERY TRUST CORPORATION
Operating the GRAVES_Cemetery,
PERRY County, TeNNESSEE
ARTICLE I - Name and Offices
The name of the association shall be THE GRAVES_CEMETERY TRUST COPORATION, Operating the GRAVES Cemetery, PERRY County, TeNNESSEE. (“The Association” or “The Corporation” as used in context in these Bylaws). The initial office of the association shall be at 250 Windwood Lane, Hohenwald, TN 38462..
ARTICLE II - Purpose
The Corporation is organized pursuant to the Tennessee Cemetery Trust Corporation authorization, TN Code Ann. 46-7-102 (2015). The purpose or purposes for which the Corporation is organized are exclusively charitable within the meaning of the Internal Revenue Service Code, Section 501(c)(13)..
The purpose or purposes for which the Corporation is organized are exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the operation and maintenance (and if applicable, restoration) of the Graves Cemetery in Perry County, Tennessee, in a manner consistent and subject to federal income tax laws, and regulations and the laws of the State of Tennessee, governing the operations of cemetery trust corporations. The corporation qualifies as an exempt organization under Section 501(c)(13) of the Internal Revenue Code, or the corresponding sections of any future federal tax code.
The corporation will be operated solely for the purposes set forth in T.C.A. 46-7-102. The corporation will be operated exclusively for the benefit of relatives of family members buried in the cemetery. The Corporation 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 sale of monuments, markers, vaults and flowers solely for use in the cemetery is permitted BUT any profit from such sales must be used to maintain the cemetery as a whole. The earnings, contributions, or other income received by the corporation 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) as a payment for the acquisition of cemetery property; and (3) for creating a 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 corporation may inure to the benefit of any private individual. Any cemetery operations shall comply with Tennessee laws governing cemetery operations.
ARTICLE III - Dedication of Funds
This association shall not be conducted for financial gain and no part of its earnings shall inure to the benefit of any private 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 I V - Prohibition of Use of Funds
for Political and Other Purposes
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the corporation 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 Three hereof. No substantial part of the activities of the corporation shall be carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation 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. Not withstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation 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 V - Membership
Each person who has reserved a burial plot in The Graves Cemetery, Perry County, Tennessee, and all other adult persons of the age of eighteen (18) years of age or more, who have relative(s) interred in The Graves Cemetery, shall be members of this Association. Each person of the age of eighteen (18) years or more, present at the meetings of the membership (annual or called as provided herein), shall have one vote on all matters put before the membership of the Association by the Board of Directors. No voting by proxy shall be allowed
ARTICLE VI - Funds and Financial Reports
The Board of Directors shall present an annual financial report to the membership at the annual meeting 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 Treasurer and President shall arrange for the investment of the perpetual funds of the Association in accounts insured by the United States Government. These funds may be withdrawn only upon the signature of the Treasurer and the President of the Association. Operating and reserve fund accounts will be set up by the Treasurer and must be insured by the FDIC. These funds may be withdrawn by signature of the President and Treasurer.
Addendum: (Distribution of Checking account funds)
Trustee meeting held on April 7th, 2019. Requirement for all outgoing checks from the Graves Cemetery Trust Cooperation must have two signatures. The Treasure and any other available trustee are approved to sign off on all outgoing checks.
VII - Meetings
There shall be an annual meeting of the members of the Association held on the first Sunday in June, with the meeting held at the cemetery grounds of the Graves Cemetery, Perry, County, Tennessee, at 12 noon. The President or a majority of the Directors may call special meetings of the membership by providing notices to all of the members whose contact information is known . Notice of the annual membership meeting may be given, but is not required under these bylaws. There shall be an annual meeting of the Board of Directors before the annual meeting of the Association on a date, time, and place as determined buy the President of the Board. The President or a majority of the Directors may call a special meeting of the Board.
ARTICLE VIII – Officers
The current Trustees of the Graves Cemetery, Perry County, Tennessee, whose membership is outlined in the deed executed by Dr.W.E. Boyce that transferred ownership of the Graves Cemetery property to the said trustees(or their successors), shall serve as directors. The directors shall serve lifetime terms. Directors who resign or die shall be replaced through election by the remaining directors within one month of the resultant vacancy. Directors must have a relative(s) or in-law interred in the Graves Cemetery.The directors shall elect a president, vice-president, secretary, treasurer, and sexton.
This Association shall have five directors. As of the date of adoption of these Bylaws on March 28, 2018, the following directors shall serve:
1) _Rusty Graves_________________
2) _Kenny P Graves________________
3) _Mac McLemore_________________
4) _Billy Edwards_________________
5) _Barbara Volner_________________
ARTICLE IX - Duties of the Officers
The President shall preside at all meetings of the Association, the meetings of the Directors, and shall perform any and all other duties entrusted to him by the Board of Directors.
In the absence of the President, the duties shall be performed by the Vice-President.
The Secretary shall keep the minutes of the Association and shall perform such other clerical duties as deemed necessary by the Directors.
The Treasurer, in conjunction with the other Directors, shall be responsible for all funds. He/she shall disburse all monies of the Association and provide a financial statement at the annual meeting of the Association and to the Board of Directors as determined necessary by them.
The Sexton shall keep the plat of grave sites, will be responsible for recording grave site reservations, will designate grave sites for burials, and will perform other duties outlined in the rules and regulations.
All Board members shall be bonded in such an amount of 11/2 times the value of all funds as identified on January 1 of any given year.
ARTICLE X - Committees
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The President, with the approval of the Directors, shall designate such committees as he shall deem necessary to properly carry on the functions of this Association.
ARTICLE XI - Amendments
These bylaws or the charter of the Association may be amended by majority vote at any meeting of the Board of Directors.
ARTICLE XII - Quorum
A quorum of three out of the five 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 three(3) directors are present.
Adopted March 28, 2018
Billy K Edwards
Rusty Graves
Kenny P Graves
Barbara Volner
Mac McLemore