ARTICLE I – NAME
This association shall be known as Associated Cemeteries of Missouri.
ARTICLE II – OBJECT
The object of this Association shall be the promotion of progressive methods in Cemetery affairs, and the protection of the interests of cemeteries, of existing lot owners and the public as consumers and future lot owners.
ARTICLE III – MEMBERSHIP
There shall be the following classes of membership:
3. Industry Supplier/Professional
1. An Active member shall be any person, firm, company, association or corporation owning a cemetery, mausoleum, crematory or columbarium who / which complies with the requirements of these by-laws. Such members shall designate one or more active officers or executives who shall exercise all the privileges, responsibilities and obligations of membership.
Each active member shall have only one vote at any regular or special meeting of the Association. A vote by proxy may be made only upon written proof of the member giving this authority.
Whenever the ownership of an active member is transferred to a new owner or owners, or the management control has passed into the hands of persons not theretofore representing such active member, such new owner or owners shall file a new application for membership to continue. Unless such application is filed within 90 days, membership may be terminated by the President, who is hereby given the authority to do so.
2. An Associate member may be any religious, fraternal, or governmental body or agency owning a cemetery, mausoleum, crematory or columbarium. Such members shall appoint one or more executives as its representative to participate at Association meetings. Associate members shall not have the right to vote on Association matters.
3. An Industry Supplier/Professional member may be any person or other business entity who sells equipment, supplies or other goods and services to cemetery operators or who is actively engaged in the cemetery industry as a consultant, engineer, attorney or other professional. Industry Supplier/Professional members shall subscribe to the objectives and code of conduct contained in these by-laws. Industry Supplier/Professional members shall not have the right to vote on Association matters.
ARTICLE IV – TERMINATION OF MEMBERSHIP
The Board of Directors by affirmative vote of two-thirds of all of the members of the Board present at any regularly constituted meeting may suspend or expel a member for a violation of the Code of Conduct or for other just cause after appropriate hearing.
ARTICLE V – MISCONDUCT
Whenever the President or Board of Directors shall have received a complaint in writing concerning the conduct of a member which is deemed illegal, unethical, fraudulent, likely to bring the cemetery industry or this Association into disrepute or has violated the By-Laws or Code of Conduct of this Association, it shall be referred to the Chairman of the Ethics Committee, who shall notify such member by certified mail of such complaint and that the member be required to answer the charges to the Ethics Committee. The Chairman of the Ethics Committee may appoint a Board of Inquiry consisting of three members including at least one past President to investigate and judge the charges. The Board of Inquiry may require the charged member to appear before it or submit such information as may be pertinent to the charges. A charged member shall have the right to be represented by his own counsel or any other representative of his own choosing.
After examining the evidence, the Board of Inquiry may suspend the member until the next meeting of the Board of Directors and / or recommend to the Board of directors rescission of membership. The offending member and his / her counsel or representative shall be given an opportunity to refute such charges before the Board of Directors and of presenting evidence in the member’s behalf. After hearing the evidence produced by the complainant and the charged member, or the complainant alone if the charged member does not appear or ignores the notice to appear, and if the Board of Directors shall determine that the charged member is guilty of the charges, the member shall forfeit the member’s membership in the Association. In lieu of forfeiture of membership, the Board of Directors may place such member on probation for such period and upon such conditions as it may deem fit and proper, during which time the offending member shall not be privileged to vote or hold office.
ARTICLE VI – CODE OF CONDUCT
Members of this Association shall be expected to:
1. Refrain from any method of advertising, sales presentation or persuasion which conceals, evades or misstates a material fact;
2. Accept responsibility for representations and practices of its Sales Organization and of any employees pertaining to cemetery operations;
3. Comply with all federal and state laws pertaining to cemeteries;
4. Adopt and enforce only reasonable rules and regulations and fairly administer rules and regulations to the proper operation of the cemetery;
5. Maintain endowed care funds equal to or greater than the State requirements and handle and treat such funds prudently;
6. Maintain adequate funds for any contract written involving future delivery of property, merchandise or services;
7. Maintain high ideals and principles render services in an efficient and friendly manner and be mindful of the duty owed to lot owners, family members and the general public.
ARTICLE VII – REQUIREMENTS
All applications for membership shall be submitted by a member of the Association to the Secretary, and the President will give same to a committee of three for investigation, who shall report at a regular or special meeting. After the report has been made, a ballot shall be taken and if the majority of the ballots are in favor of the applicant, the applicant shall be admitted to membership.
ARTICLE VIII – MEMBERSHIP DUES
Active members shall pay annual dues of $75.00 plus a payment to the Educational Fund of $2.00 per interment, entombment or inurnment made in the preceding year, regardless of the nature of the remains or the age at time of death. The payment to the Educational Fund shall be a minimum of $75.00 and a maximum of $700.00 per year.
Associate members shall pay annual dues of $100.00. Associate members are not required to pay into the Educational Fund but they are urged to do so.
Industry Supplier/Professional members shall pay annual dues of $200.
All dues shall be paid by April 1st.
ARTICLE IX – OFFICERS
The administration of the Association’s affairs shall be under the government of a Board of Directors consisting of:
1. An elected President
2. An elected Vice-President, who shall succeed to the presidency
3. An elected Secretary and an elected Treasurer, who may, but need not be, the same person
4. 4. No fewer than four (4) elected Directors, plus the immediate past President
All officers and directors shall serve for two years. Directors shall serve staggered terms so that every two years new Directors are elected for two years. Vacancies on the Board shall be filled by the remaining members of the Board electing another member of the Association to hold office until the next annual meeting.
The Board of Directors shall hold its meetings at such time and place as it might designate. Special meetings may be called at any time by the President or any two Directors provided notice of such special and all regular meetings shall be given by mail, facsimile transmission or email to each Director not less than five days prior to the date of such meetings. Six members of the Board duly assembled shall constitute a quorum. Members may attend in person, or participate by phone if phone arrangements are available.
Each question coming before the Board of Directors for discussion shall be determined by a majority of those present. Questions may also be resolved and determined by unanimous written consent without a meeting. The Secretary of the Association shall act as the Secretary of the Board of Directors.
ARTICLE X – MEETINGS
There shall be an annual meeting of the Association each year at a time and place designated by the Board. Any vacancy of Officers or Directors shall be filled at that time. All the Officers and three Directors shall be elected in even numbered years. The remaining Directors shall be elected in odd numbered years. The general business of the Association will be conducted at the annual meeting. Special meetings may be called at the direction of the President. Fifty percent (50%) of the voting membership shall constitute a quorum.
ARTICLE XI – COMMITTEES
The President shall appoint members to serve on committees as the President deems necessary. Standing committees will include a Legislative Committee, Audit Committee, Ethics Committee and Nominating Committee.
ARTICLE XII – INDEMNIFICATION
The Association shall indemnify any Director, Officer or Employee or former Director, Officer or Employee of the Association against expense actually and necessarily incurred by said person in connection with the defense of any action, suit or proceeding in which said person is made a party by reason of being or having been such Director, Officer or Employee except in relation to matters as to which said person shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty.
The Association may also reimburse any Director, Officer or Employee the reasonable cost of settlement of any such action, suit or proceeding if it shall be found by a majority vote of the Board of Directors not involved in the matter in controversy that it was in the interest of the Association that such settlement be made and that such Director, Officer or Employee was not guilty of negligence or misconduct. Such right of indemnification and reimbursement shall not be exclusive of any other right to which such Director, Officer or Employee may be entitled under any By-law, agreement, vote of Members or Directors or otherwise.
ARTICLE XIII – AMENDMENT
This constitution and by-laws may be amended by a two-thirds vote of those present and voting at the annual meeting and the proposed amendment shall be provided the membership at least five  days prior to the meeting.