BY-LAWS OF THE VIRGINIA CEMETERY ASSOCIATION

Article I

Name and Objectives

Section 1.

The organization shall be known as the Virginia Cemetery Association.

Section 2.

The objectives of this Association shall be to promote the improvement of Virginia cemeteries, their management, operation and perpetuation; to create and maintain high ethical standards in cemetery administration; to protect the interests of such enterprises, their lot owners and the public; and to educate the American Public in the necessity of making cemetery provisions for themselves and their families in advance of need.

Section 3.

Ethics itself is intangible and somewhat different to each of us. Each member is expected to abide by the VCA Code of Ethics. The members of this Association regard the following as the guidelines for honest, productive, and prudent operations, and each member, whether active, associate, or allied, believes in and endorses these guidelines.

Section 4.

Each member cemetery should plan for the development of as much cemetery land or property as can prudently be used for eventual interment or entombment of human and/or pet remains. These plans should be designed to provide maximum utilization of that land or property so as to defend the cemetery and its public against inflationary trends while ensuring that a maximum amount of beauty will eventually be present in the development. Further, the execution of those plans should be wisely timed, using only the most efficient and effective methods of engineering and construction possible to perpetuate that development.

Section 5.

Each member cemetery should provide those areas already developed and those henceforth developed with the finest possible methods of maintenance and care being ever mindful that the maintenance and care program in our profession must be efficient and effective enough to endure far beyond our own tenures. That maintenance and care, in part, must include the following: A. The cutting of grass and trimming of shrubs, trees, features and memorials as needed; the treatment of all soil to include fertilizer, irrigation, and other necessary chemical additives; B. All water systems, disposal facilities, drain, features and memorials and their foundations; C. All buildings, roadways and equipment. D. The provision of all customer services to include office area, equipment for burial services, employees’ wages and legally accurate records management. E. All other items which each member knows should be provided to include implementation of facilities and methods which, in the future, supersede or make obsolete or impractical, methods and practices now in effect.

Section 6.

Each member pledges to provide adequate funds for trust and maintain records of the trust as required by law and the dictates of personal knowledge and moral scruples, being ever mindful that the purpose of the Cemetery Trust Fund is to provide income now and in the future for the care and maintenance of all cemetery land and property. Each member knows that without strict adherence to these premises our professional responsibilities to both the public and our successors cannot be met. Each member further pledges to protect those funds deposited for the purposes herein outlined against inflationary trends, improper trusteeship of those funds and dissolution either intentional or unintentional.

Section 7.

Each member cemetery should provide the community it serves with the following: A. The best possible services and quality of merchandise in every area of cemetery operations. B. An attitude, conduct and spirit in the best interests of those we serve or hope to serve. C. Sales programs for services and merchandise designed to reach the community both prior to the time that service or merchandise is actually needed and when it is needed.

Section 8.

Each member cemetery pledges to employ only honest methods of sales promotion and direct those methods toward service to the public. Each member further pledges to ensure that the methods of sales persuasion used in the community and on cemetery property for the public by people in its employ or under its direction be sound, honest, fair and free of threat or intimidation. This will ensure that each person in the field representing a member cemetery will be afforded the utmost respect by those in the community being ever mindful that the first experiences and impressions created by a representative is the attitude that generally endures throughout many subsequent confrontations, if not all future confrontations. The management of each member cemetery pledges to ensure the proper training and indoctrination of all sales representatives either in its employ or under its direction and to ensure the sales representative continues to use proper conduct throughout his employ.

Section 9.

Each member cemetery enrolled in this Association hereby notifies each dealer and supplier of cemetery products that it is our intent to provide the best merchandise for the money available and we therefore request each dealer and supplier to do its part in eliminating faulty, defective or inferior products.

Section 10.

Each member cemetery pledges to work and cooperate with all members in the Association for the advancement and enhancement of both the Association and individual members thereby greatly increasing the quality of our services to the communities we serve.

Article II

Membership

Section 1.

Membership in this Association shall be a privilege and not a right. It shall be the prerogative of the Board of Directors of the Association to grant, refuse, suspend or rescind this privilege at any time for good cause, except the membership shall automatically cease and be rescinded upon the sale or transfer of the ownership or the controlling interest of any firm, association, corporation or sole-proprietorship.

Section 2.

Membership of this Association shall consist of the following classes:

A. Active Membership

1. Active Membership:

Any cemetery operating within the State of Virginia may hold an Active Membership by complying with the requirements of the By-Laws, upon payment of the dues as hereinafter provided, and by subscribing to the Code of Ethics of this Association. Such Active Member shall designate one of its active full-time officers or its executive general manager as its representative in the Association who shall have the right to vote at all meetings of this Association and to exercise all the privileges, responsibilities and obligations of membership.

2. Voting: A representative can vote on behalf of a maximum of two cemeteries in good standing. Ballots will be distributed by the Secretary of the Association to the authorized representative or their proxy at the annual business meeting. Cemetery Members under the classification of Corporate Membership will receive one vote for each of its first five cemetery members and then one additional vote for every five cemetery members above the original five. (June 2018)

B. Associate Membership

1. Associate Memberships:

Any person(s) employed by, or who is an officer of a firm, association, or corporation holding an Active Membership, upon the recommendation of that Active Member, may become as Associate Member by complying with the requirements of the By-Laws, upon payment of the dues as hereinafter provided, and by subscribing to the Code of Ethics of this Association. An Associate Member shall have the right to exercise all the privileges, responsibilities and obligations of membership other than the right to vote or to hold office. 2. In the event an Associate Member's employment by or association with that Active Member should cease, the Associate Membership shall terminate. New application can be made should the individual become identified with another Active Member.

C. Allied Membership

1. Allied Membership:

Any person, firm, association or corporation supplying materials or services to cemeteries, or any person, firm, association or corporation rendering professional services to cemeteries such as architectural, landscaping, etc. may become an Allied Member by complying with the requirements of these By-Laws, upon payment of the dues hereinafter provided, and by subscribing to the Code of Ethics of this Association, and, as such, may exercise all of the rights and privileges of membership other than the right to vote or hold office. Any number of persons in the employ of an Allied Member may, upon recommendation of that Allied Member, become Allied Members.

D. Honorary Membership

1. Honorary Membership:

Any person who within the past five years has been employed by, or who was an officer of a then Active Member, upon the recommendation of a current Active Member, may become an Honorary Member by complying with the requirements of the By-Laws, upon payment of the dues as hereinafter provided, and by subscribing to the code of Ethics of this Association. An Honorary Member shall have the right to exercise all the privileges, responsibilities and obligations of membership other than the right to vote or hold office.

Section 3.

An application for membership in this Association shall be in the form and in such detail as may be prescribed by the Board of Directors, however, application for Active Membership shall be endorsed by at least two Active Members of the Association.

Section 4.

Applications for membership shall be submitted to the Secretary, who shall refer the application to the Membership Committee and shall send a notice to all members, giving them a chance to object to the applicant, which objection, if any, must be submitted in writing within thirty days to the Membership Committee. Upon the recommendation of the Membership Committee, the Board of Directors shall accept or reject admission of the applicant and shall notify the applicant in writing, of their admittance or rejection. In the event of a rejection of the applicant, such applicant shall be notified in writing by the President, and if the applicant makes a request in writing to the Board of Directors for a review of the application, a hearing may be granted at the discretion of the Board at a suitable time to be fixed by the President. If the Board of Directors so determines, at such a hearing the applicant shall be admitted. The information upon which the Membership Committee may have acted shall be deemed confidential.

Section 5.

A membership which has lapsed within the past five years may be reinstated upon submission of a new application for membership, along with payment of the current year dues, whereupon the Secretary, or its designee, shall accept the membership without the necessity of the procedures in Section 4 above.

Section 6.

Whenever the President or Board of Directors or Executive Committee shall have received a complaint in writing concerning the conduct of a member which is deemed illegal, fraudulent, or likely to bring the cemetery industry or this Association into disrepute or has violated the By-Laws of this Association or its Code of Ethics, such a member shall be notified by certified mail of such a complaint and requested to reply in writing within thirty days. The President shall refer the case to the Ethics and Rules Committee and shall appoint not less than two Active Members who shall, in conjunction with the Ethics and Rules Committee, serve as a Board of Investigation. The Board of Investigation may require the accused member to appear before it or to submit such information as may be pertinent to the charges. After hearing the evidence produced by the complainant and the accused member, or the complainant alone if the accused member does not appear or ignores the notice to appear or to submit such information as required, the Board of Investigation shall make recommendations to the Board of Directors as to the disposition of the case. It shall be the prerogative of the Board of Directors to suspend membership, or to put on probation for such period and upon such conditions as it may deem fit and proper, any member judged guilty of such charges or to rescind the membership of such member.

Article III

Meeting of Members

Section 1.

A regular meeting of the Association shall be held annually on dates and at places to be designated by the Board of Directors for the election of officers and for the transaction of any other business that may properly come before the meeting. Notice of all annual meetings shall be given not less than thirty days prior thereto, by letter addressed to each member of this Association at the address as carried on the records of this Association.

Section 2.

Special meetings of the Association may be called by the majority of the Board of Directors, or by the Executive Committee, or by 25% of the Active Membership, provided that at least ten days' notice be given in writing to each member of this Association by letter addressed to each member at the address as carried on the records of the Association. The notice of a special meeting shall state the purpose of said special meeting.

Section 3.

Twenty-five percent of the Active Membership of the Association must be present to constitute a quorum at any meeting, except that for a special meeting called by 25% of the Active Members, a quorum shall be 51% of the Associations' Active Membership.

Section 4.

Should the designated representative of any Active Member not be able to attend any meeting, the Active Membership which he represents may designate an alternate representative to that meeting and shall notify the Secretary of the Association in writing before the opening of that meeting of such alternate representation.

Section 5.

No Active Member shall have the right to vote at any meeting of this Association at anytime when dues or initiation fee of the firm, association or corporation holding the Active Membership are unpaid.

Section 6.

Robert's Rules of Order Revised shall govern this Association in all cases to which they are applicable and not in conflict with these By-Laws.

Section 7.

The order of business at all meetings shall, as nearly as practical, be as follows:

(1) Call to order and roll call

(2) Action on previous minutes

(3) Reports of Officers

(4) Reports of Committees

(5) Election of Directors

(6) Communication

(7) Unfinished business

(8) New business

(9) Adjournment

The order of business may be altered or suspended at any meeting by the vote of the majority of those present, or at the discretion of the presiding officer.

Article IV

Board of Directors

Section 1.

The business of this Association shall be managed by a Board of Directors. The Board shall consist of a range of seven (7) to 13 Active Members who must be the designated representative of an Active Member as provided in Article II, Section 2 (A) (1) above. The Board shall be elected by the Active Members and shall include the Immediate Past President. An exception to the number of Directors will exist when the Board of Directors elects a President, First Vice President or Second Vice President who is not a Board Member or who is ending a term on the Board. Such elected officers shall serve as a Board Member for their entire term and in the case of the President one year after his term as President. A. Any Director who shall cease to be associated with an Active Member shall cease to be a Director. Upon written request of such individual, the Board may approve that the Director fill the remainder of his term.

Section 2.

At each annual meeting of the Association three (3) Directors shall be elected to serve for four (4) year terms.

Section 3.

If there is a vacancy or vacancies on the Board, a Director(s) shall be elected at the same time to fill the unexpired term.

Section 4.

Any vacancy in the Board of Directors occurring between annual meetings may be filled by the remaining members of the Board for the unexpired term.

Section 5.

No Director serving a full term shall be eligible for election for another term until at least one year shall have elapsed except where he or she is elected President, First Vice President or Second Vice President by the Board of Directors.

Section 6.

Any Director elected to fill a vacancy of less than four (4) years may be elected to a full four (4) year term immediately after serving an unexpired term.

Section 7.

At the annual meeting, the Board of Directors shall serve as a nominating committee.

Section 8.

The committee shall place in nomination the name of an Active Member or members for each office of Director to be filled, plus two (2) names more than the number to be elected.

Section 9.

Additional nominations may be made from the floor.

Section 10.

The three (3) candidates receiving the largest number of votes of members shall be elected to the four (4) year terms. Candidates next in number of votes shall be elected to the shorter terms.

Section 11.

The retiring President shall automatically become a member of the Board of Directors to serve for a term of one (1) year.

Section 12.

If the retiring President's term on the Board of Directors does not expire at this election, an additional Director shall immediately be elected to serve for the year of that term in which the retiring president is automatically a member of the Board. The person next ranking in number of votes for Directors shall be declared so elected.

Section 13.

A Past President shall not be eligible to be elected to the Board of Directors after he has served a one-year automatic term as Director following the expiration of his term as President until one year has elapsed.

Section 14.

Regular meetings of the Board of Directors shall be held at such time and place as the Board itself may designate.

Section 15.

However, an annual meeting of the Board of Directors shall be held during the annual meeting of the members of the Association immediately after the election of Directors, at a time and place announced by the retiring President. The purpose of this meeting shall be to elect the officers of the Association and to transact such other business as may come before the meeting. Results of the election of officers shall be given to the convention promptly.

Section 16.

Special meetings may be called by the President and Secretary or any five members of the Board upon 5 days' notice. The call for a special meeting shall state the purpose thereof.

Section 17.

A majority of the members of the Board of Directors must be present to constitute a quorum at any meeting of said Board; and action by the Board on any matter shall require the affirmative vote of at least a majority of those Board members present.

Section 18.

The Order of Business as far as practical shall be the same as that designated for meetings of members.

Section 19.

All Directors are required to attend all meetings of the Board of Directors unless excused prior to that date of said meeting by the President. Failure to comply with this procedure shall, at the option of the Board, be considered as a resignation of their office.

Section 20.

The Board of Directors shall constitute the governing body of the Association and is empowered to act for the Association.

Section 21.

It may employ any agents it may deem advisable and may remove at its pleasure any agents so employed by it.

Section 22.

An Executive Secretary may be employed by the Board of Directors and shall perform such duties as they may require. The Executive Secretary shall be directly responsible to the Executive Committee and shall carry on the work of the Association under the direction of the President. The Executive Secretary shall maintain complete records of and for the Association; shall coordinate and provide information concerning the cemetery and its allied industries; shall render to any Association member any authorized assistance possible; shall officially represent the Association both within and without the State of Virginia when so designated by the Executive Committee; and shall perform any administrative task requested by the Executive Committee. The Executive Secretary shall not be a member of the Board of Directors and shall not have the right to vote in the affairs of the Association. However, should the Executive Secretary be the designated representative of an Active Member, the Executive Secretary shall have the right to vote on behalf of his cemetery and to exercise those privileges and responsibilities to which such members are entitled. The compensation of the Executive Secretary shall be fixed by the Board of Directors.

Section 23.

The Board of Directors may appoint an Executive Committee comprised of the President, as Chairman, the Vice President, and three (3) other members of the Board. The Executive Committee shall keep a record of its acts and proceedings and report to the Board of Directors for its approval at its next regular or special meeting. Such reports shall be a part of the official record of acts of the Board of Directors.

Section 24.

Although the Executive Committee shall carry on all formal functions of the Board of Directors between meetings of the Board, situations may arise of such importance and of such urgency that the members of the Executive Committee feel immediate action by the full Board of Directors is imperative. Therefore, business discussions and balloting on the part of the Board of Directors may be conducted by mail, e-mail, or telephone, but in any such case any three (3) members of the Board of Directors shall have the right to require the matter to be considered in an open meeting of the Board of Directors and such consideration shall be requisite prior to action on the matter in question. The result of any balloting by mail, e-mail, or telephone, shall be reported and record thereof made at the next meeting of the Board of Directors.

Article V

Officers

Section 1.

The regular officers of the Association shall be elected by the Board of Directors and shall consist of a President, a Vice-President, a Secretary and a Treasurer, together with such other officers as the Board of Directors shall from time to time deem necessary.

A.No Board Member shall be eligible to be elected as an officer of the Board until he or she is the designated representative of an Active Member as provided in Article II, Section 2 (A) (1) above. B. Any Officer who shall cease to be associated with an Active Member shall cease to be an Officer. Upon written request of such individual, the Board may approve that the Officer fill the remainder of his term.

Section 2.

No person shall be eligible to hold two offices at the same time except those of Secretary and Treasurer.

Section 3.

No person shall be eligible to election to the same office, except that of Secretary and Treasurer, for more than two years in succession.

Section 4.

No officer shall receive any compensation unless provided by the Board of Directors in advance.

Section 5.

Newly elected officers shall take office immediately after their election, but the retiring President and officers shall be permitted to complete such duties as may be necessary to conduct the affairs of the Association during the balance of the Convention.

Section 6.

In the event of the death, resignation, inability or incapacity of the President, the Vice President shall perform the duties of the President.

Section 7.

In the event of a vacancy in the office of Vice President, Secretary, or Treasurer, by reason of death, resignation or inability of the incumbent to serve, a successor shall be appointed by the Executive Committee to serve until the next meeting of the Board of Directors, at which time the Board of Directors shall elect a successor to serve for the unexpired portion of the term.

Section 8.

The President shall be elected from the Board of Directors and shall continue to serve as Director during the term for which elected. A. The President shall be the Executive Officer of the Association and shall be a member ex officio of all committees and shall direct the activities and manage the affairs of the Association in accordance with its purposes and subject to the approval of the Board of Directors. B. The President shall preside at all meeting of members, of the Executive Committee, and of the Board of Directors, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall sign or countersign all instruments of this Association as authorized by the Board of Directors and shall make reports to the Directors and members and perform such other duties as are incident to his office or may properly be required of him.

Section 9.

The Vice President shall be elected from the Board of Directors and shall continue to serve as Director during the term for which elected. A. The Vice President shall, in the absence of the President, perform the duties and exercise the functions of the President and such other duties as may be delegated by the Board of Directors.

Section 10.

The Secretary may be elected from the Board of Directors or from the Active Members. If elected from the Board, the Secretary shall continue to serve as Director but otherwise shall not be Director. A. The Secretary shall issue notices for all meetings, shall keep the minutes of such meetings in a book provided for that purpose, shall have charge of the corporate seal and books, shall sign with the President such instruments as required, shall make such reports and perform such other duties as are incident to the office or are properly required by him by the Board of Directors and shall act as Secretary of all Committees if so requested by the Chairman of said Committees.

Section 11.

The Treasurer may be elected from the Board of Directors or from the Active Members: If elected from the Board, the Treasurer shall continue to serve as Director but otherwise shall not be Director. A. The Treasurer shall have custody of all funds and securities of this Association and shall cause to be kept regular books of account. The Treasurer shall sign or countersign such instruments as required and shall render to the Directors, whenever they may require, an account of all transactions as Treasurer and of the financial condition of the Association and shall perform all duties incident to the office or that may be properly required by the Board of Directors. B. The Treasurer shall annually engage a properly licensed certified public accountant to analyze the Association’s financial records according to agreed upon procedures established in advance by the Board of Directors. C. The Treasurer shall automatically be a member of the Finance Committee.

Article VI

Committees

Section 1.

The following shall be the Standing Committees of this Association:

A.Ethics and Rules

1. Ethics and Rules Committee:

The President shall appoint an Ethics and Rules Committee composed of not less than three (3) Active Members. The Committee shall recommend to the Board of Directors proposed changes in the Code of Ethics or in the By-Laws of this Association, and (as provided in Article II, Section 5) shall participate in the investigation of all complaints concerning membership conduct and recommend to the Board of Directors disciplinary action.

B.Executive

1.Executive Committee:

There shall be an Executive Committee consisting of the President, who shall act as chairman, the Vice President, and three (3) Directors to be chosen by the Board of Directors. The Executive Committee shall have and perform all the duties of the Board of Directors while the Board is not in session and shall perform such other duties as the Board of Directors may require and as provided in Article IV, Section 23.

C. Finance

1.Finance Committee:

The Finance Committee shall consist of the Treasurer and three (3) Active Members who shall be appointed by the President. The duties of the Finance Committee shall be to prepare a budget for approval of the Board of Directors, to prepare and present a current statement of the financial affairs of the Association at each regular meeting of the Board of Directors, to approve the expenditure of all amounts not included in the approved budget, and to supervise the annual analysis of the financial records of the Association.

D. Legislative

1. Legislative Committee:

A Legislative Committee shall be elected by the Active Members of this Association and shall consist of three (3) Active Members. At each Annual Meeting one member shall be elected to the Legislative Committee to serve a three-year term, and he (she) shall be eligible for election for another term immediately after serving out the term to which he was elected.

2. Any vacancy on the Legislative Committee occurring between annual meetings may be filled by the Executive Committee who shall appoint an Active Member to fill that vacancy until the following Annual Meeting. At the Annual Meeting, a committeeman shall be elected to fill the balance, if any, of the vacated member's term.

3. At each Annual Meeting the Nominating Committee shall place in nomination the name of one (1) Active Member for each Committeeman to be elected. Additional nominations may be made from the floor. The candidate receiving the largest number of votes of members shall be elected to the three-year term. The candidate next in number of votes shall be elected to the shorter term, if any.

4. The Legislative Committee shall submit to the Board of Directors for approval proposals for legislation which the Committee considers to be in the best interest of the cemeteries and the general public, and it shall recommend opposition to any proposed legislation believed harmful.

5. In an emergency, the Committee is authorized to take such action as is necessary and appropriate to combat such adverse legislation.

6. A full report shall be submitted to the Board of Directors by the Legislative Committee on any action taken.

E. Membership

1. Membership Committee:

The Membership Committee shall consist of at least two (2) Active Members who shall be appointed by the President. All applications for membership shall be referred to the committee. The Committee shall investigate the eligibility of an applicant for membership into the Association and recommend to the Board of Directors the desirability of accepting his application for membership. The Committee shall also encourage cemeteries in Virginia and qualified persons not belonging to the Association to submit applications for membership.

F. Nominating

1.Nominating Committee:

The Nominating Committee shall consist of the board of Directors. At the Annual Meeting the Committee shall place in nomination the name of an Active Member or members for each office of Director to be filled, plus two (2) names more than the number to be elected, and the name of one (1) Active Member for each member of the Legislative Committee to be elected. Following the presentation of the nominations proposed by the Nominating Committee to the Association, an opportunity shall be given for nominations from the floor before the nominations shall be closed.

G. Consumer Protection

1. Consumer Protection Committee:

The President shall appoint a Consumer Protection Committee composed of not less than three (3) Active Members of the Association. The committee shall receive and investigate complaints from consumers and intercede between the consumer and the cemetery for the purpose of negotiating an acceptable settlement between the two parties. The Chairman shall report to the Board of Directors all actions taken on behalf of this committee and receive, where necessary, direction from the Board.

Section 2.

The President shall appoint the Chairman and may appoint the members of such other committees as deemed advisable, and, unless otherwise provided herein, each committee shall have the authority to formulate regulations for its own procedure.

Article VII

Dues and Assessments

Section 1.

Initiation fees and dues for all classes of membership shall be as set in advance from time to time at the Annual Convention by the members of the Association and shall be payable on January 1st of each year.

Section 2.

Should a member fail to pay his regular dues within three months after the same becomes payable, such member is automatically suspended from membership until such dues shall have been paid and shall be so notified in writing by the Secretary of the Association thirty days prior to such six-month period.

Section 3.

No Active member whose dues at any time are unpaid shall have the right to vote at any meeting of this Association.

Section 4.

The Board of Directors shall determine from year to year the fees for the Annual Convention and for any other meetings held by this Association.

Section 5.

The fiscal year of this Association shall be the calendar year.

Article VIII

Indemnification of Directors

Section 1.

The Association shall indemnify its Directors for all expenses (including attorney’s fees) and liability in connection with any proceeding as that term is defined in and to the extent permitted by Article 9 of the Code of Virginia of 1950, as amended.

Amendments

The By-Laws of this Association may be amended at any Annual Meeting of the Active Members by a two-thirds majority vote of the members present and entitled to vote, provided that written notice of the intended amendment shall have been sent to each member at least twenty days before the date of such meeting.

Amended July 10, 1993

Amended June 22, 1996

Amended June 21, 1997

Amended June 20, 1998

Amended June 24, 2000

Amended June 25, 2005

Amended June 26, 2015

Amended June 08, 2018