Red Oak Grove Cemetery Association, Inc.
presented November 6, 2008 – – – adopted May 6, 2010 – – – ratified May 16, 2010
The name of the corporation shall be the Red Oak Grove Cemetery Association, Inc.
The principal office of the corporation in the State of Iowa shall be located at 1201 North Avenue, Tipton, Iowa, 52772.
The corporation shall have and continuously maintain in the,State of Iowa a registered office and a registered agent Attorney Lee Beine whose office is 419 Cedar Street, PO Box 270, Tipton, IA 52772.
Any person may become a member of the Red Oak Cemetery Association by paying the cost of a burial plot. Descendants of plot owners, remarried widows/widowers and their children may also become members of the Association.
Board of Directors
The affairs of the corporation shall be managed by a Board of Directors.
The number of Directors shall be five (5), but no more than seven (7). Directors shall be elected by the membership of the corporation at the annual meeting of the corporation and shall hold office until his/her successor shall have been elected. The term of office for each Director shall be (5) years. Initially the term of the Directors is to be staggered with one Director serving one (1) year, another two (2) years, the third three (3) years, the fourth four (4) years, and the fifth five (5) years. Each subsequent year one or two (1 -2) persons on the board will be elected at the annual meeting to fill the term which expired.
Before each annual meeting of the corporation, the President of the Board of Directors shall appoint a nominating committee who shall make nominations to the membership of the corporation for positions then open on the Board of Directors.
Election to the Board of Directors shall be determined by a vote of the membership of the corporation at its annual meeting. A Director(s) shall not be elected until at least eight (8) members of the corporation are in attendance and at least five (5) of those eight (8) vote in favor of a particular member or person to serve upon the Board of Directors.
Upon the election of the persons to serve on the Board of Directors, the Board of Directors shall, in turn, from its own membership elect the officers of the Board of Directors after the annual meeting and within three (3) weeks at its regular meeting.
The annual meeting of the corporation shall be the third week in May with the day, time and place determined by the Board of Directors.
Regular meetings shall be held at the discretion of the Board of Directors to be determined at its organizational meeting to be held no later than 3 weeks after the annual meeting.
Special meeting(s) of the Board of Directors may be called by or at the request of the President or any two (2) Directors. The person or persons authorized to call special meetings of the Board may fix any place as the place for holding special meetings.
The corporation will give notice of its annual meeting no more than sixty (60) days and no less than ten (10) days before date of meeting. This notice will consist of the place, date, time of meeting, items to be voted on and members will be notified by mailing list, posted on Red Oak Grove’s website (redoakgrovecc.org) and notice published in the Tipton Conservative.
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting.
The act of a majority of the Directors present at a meeting at which a quorum is present will constitute a passage of a presentation.
The officers of the corporation shall be President, Vice President for Administration, Vice President for Operations, Secretary and Treasurer.
The officers of the corporation shall be elected annually by the Board of Directors at their regular meeting to follow not more than three (3) weeks after the annual meeting. Each officer shall hold office until the regular meeting after the annual meeting at which time, he or she turns over to their successor items pertaining to that officer.
The President of the Board of Directors shall hold a meeting within three (3) weeks after the Annual Meeting. At this meeting, the Board shall organize by electing one member to act in each of these offices: President, Vice President for Administration, Vice President for Operations, Secretary and Treasurer. If the outgoing Director is the President he/she will preside over the organization meeting passing the gavel to the new President after the new officers are installed at the beginning of New Business. The same shall hold for other Directors turning over their office(s) in the same manner. In case of vacancy on the Board, by death or another reason, the Board of Directors shall have the full power to fill said vacancy for the full or unexpired term. The President’s duty shall be to preside at all meetings of the Board and the Association being governed by Robert’s Rules of Order. The President shall the casting vote in all cases of a tie. The President also is charged with introducing new ideas and helping to stimulate discussion. It shall be his/her duty to issue all orders for the collection of monies belonging to the Association, and to issue all orders on the Treasurer to draw money for the payment of debts. The President shall work with all committees. At the expiration of his/her term of office, the President shall deliver to his/her successor in office books and papers belonging to the Association, taking a receipt for the same.
The Vice President for Administration shall assume all of the duties of the President on the President’s absence, or upon request by the President. He/she shall also assist the President and carry out all duties assigned by the President.
The Vice President for Operations shall be in charge of all operations of the Red Oak Grove Church and Cemetery. This officer shall oversee the execution of all contracts issued by the Board, and shall perform or hire persons to perform maintenance to grounds and building(s). At the expiration of his/her term of office, the Vice President of Operations shall deliver to his/her successor all books and papers belonging to the Association, taking a receipt for the same.
The Secretary shall keep minutes of all business transacted by the Board at its meetings and shall act as Clerk at all elections. It shall also be the duty of the Secretary to establish and keep current a data base of all members and friends of the Red Oak Grove Church and Cemetery; to preserve all records, reports and other documents of the Association; to establish and maintain a file of all plots(s) sold and interments. At the expiration of his/her term of office, the Secretary shall deliver to his/her successor all books and papers belonging to the Association, taking a receipt for the same.
The Treasurer shall collect and record all monies paid to the Red Oak Grove Church and Cemetery, and shall deposit said monies in the Association’s accounts. He/she shall submit a financial report at each Board meeting, with a detailed report covering the previous year at the Annual Meeting. Further, the Treasurer shall prepare and submit all reports required by any governmental agencies, keeping file copies of all such reports for the Association. The Treasurer shall invest all excess monies in well secured funds to maximize a good financial return to the Association, and keep the Board advised as to the best possible way to invest excess monies. He/she shall write and execute all contracts for the Association. A fidelity bond shall be purchased by the Association to cover any potential loses incurred by the Treasurer’s office. At the expiration of his/her term of office, the Treasurer shall deliver to his/her successor all books and papers belonging to the Association, taking a receipt for the same.
Rules of Order
Robert’s Rules of Order shall govern the meetings and shall be the final authority in settlement of disputes.
Audit Committee consisting of two Directors shall be appointed by the President at the organization meeting, to examine the books of the Treasurer and to make a report at the Annual Meeting of the Association.
Church Maintenance Committee – the President shall appoint a chairman which in turn will solicit others to assist in maintaining the church.
Any vacancy occurring in the Board of Directors or any increase in Directors may be filled by affirmative vote of the remaining Directors. Any change in the Board of Directors to be ratified at the next annual meeting of the Red Oak Grove Cemetery Association. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. A Director elected to increase the number of Directors shall be elected for a term of five (5) years.
Cemetery Plat: lots/plots
The Red Oak Grove Cemetery consists of a North and South Cemetery. In general the North Cemetery is plated in 16 x 10 foot lots divided into four (4) plots per lot. The South Cemetery is plated into 20 x20 foot lots divided into ten (10) plots per lot.
The Red Oak Grove Cemetery Association will not purchase back any plot (s) once sold. The Board will accept plot(s) returned as a donation and will in turn offer plot (s) for sale. Plot (s) owners may transfer to another party with a signed transfer agreement from Red Oak Grove Cemetery Board.
A limit of one (1) interment per burial plot applies to the entire cemetery. A stillborn or newborn infant may be buried at the foot end of a deceased relative.
Two (2) cremated remains may be in a single burial space (plot) marked with a monument or marker.
A monument or engraved marker must be in place after interment no longer than one (1) year after burial. After one (1) year the Red Oak Grove Cemetery Board will erect a monument or marker charging plot owners the cost.
Amendments to By Laws
These bylaws may be altered, amended or repealed and new bylaws adopted by a majority of the Directors present at any regular meeting with ratification by the Association at its next annual meeting.
The fiscal year of the corporation shall begin on the first day of May and end on the last day of April.
In the event the Corporation is dissolved, its assets will be distributed to:
The Red Oak Grove Church and its assets will be transferred to the Cedar County Historical Society, Inc.
The Red Oak Grove Cemetery and its assets will be transferred to the County of Cedar Red Oak Township Trustees, Tipton, Iowa.
All other assets will be distributed to either of the above or to other Internal Revenue Code Section 501(c)(13) organizations decided by the Directors.