DURHAM CEMETERY COMPANY BYLAWS
Article
I
The purpose of the Durham Cemetery Company is to care for the burial
grounds in the Town of Durham, Connecticut, and to care for the funds given or
left in trust to the Company for that purpose.
All trust funds and all moneys committed to the Company shall be cared
for to the best of the ability and discretion of the Company.
Permanent funds shall be invested for the safety of the principal rather
than for income only; and for said purposes the Company shall acquire, hold
manage, sell and convey both real and personal property.
For purposes of identification, the cemeteries
under the jurisdiction of the Durham Cemetery Company are the Old Durham
Cemetery on Cemetery Road, the Durham Cemetery on Town House Road, and the Mica
Hill Cemetery on Mica Hill Road, as well as any cemeteries which may be placed
under its jurisdiction by the Board of Selectmen or by the Town in Town Meeting.
Article
II
The
term “Company” in these By-Laws is to be understood “The Durham Cemetery
Company of Durham, Connecticut. The
office of the Secretary of the State of Connecticut received the “Articles of
Association” of the Durham Cemetery Company on April 11, 1900.
As of this date the Durham Cemetery Company was accepted and recorded as
of duly recognized specially chartered Corporation of the State of Connecticut.
Article
III
The Board of Directors shall consist of fifteen (15) Directors.
The term of office shall be for three years.
Five (5) Directors will be elected for three-year terms. Officers shall consist of a President, Vice President,
Secretary, Assistant Secretary, Treasurer and Assistant Treasurer, who shall be
elected by the Directors at the Annual Meeting to the next Annual Meeting or
until replaced.
Directors and Officers shall be nominated by a
Nominating Committee consisting of three (3) current Directors who shall present
the slate of nominees to the Annual Meeting of the Company.
The Board of Directors, at its discretion, may
create ad hoc committees to aid in the work of the Company.
It shall not be a requirement that officers must be
selected from among the Directors, although it shall be considered desirable.
Officers who are not directors shall have voting privileges.
Article
IV
No member shall seek or receive any reward or gain whatsoever by reason
of his/her membership in said Company except as specified by the Board of
Directors.
Article
V
It shall be the duty of the President to preside at all meetings of the
Company, to watch over and care for the business and interests of the Company,
to take care that officers and committees perform their duties properly, and to
report any failure or neglect to the Company.
Article
VI
It shall be the duty of the Secretary to make and preserve records of all
proceedings of the Company and of all committees thereof, to record all annual
reports and all other reports of special importance, to give notices of meetings
and to perform any duties usually appertaining to such office, or committed to
the Secretary by the Company.
Article
VII
It shall be the duty of the Treasurer to keep accurate accounts of all
receipts and disbursements; to see that all trust funds are properly entered in
the books of the Company, and that a proper account of the income thereof and
its expenditures in each case is so entered and preserved in permanent books; to
properly care for all funds of the Company, and to pay all bills consistent with
an approved budget.
Article
VIII
Investments shall be made by the Treasurer in a prudent manner.
The Treasurer shall give bond, to be furnished by a Surety Company, and
approved by the Board of Directors, the expense thereof to be paid by the
Company. All employees and
volunteers shall also be covered.
The amount of bond shall be fixed by the Company,
and shall be sufficient to secure all moneys under the control, or likely to
come under the control, of the Treasurer, and the Board of Directors may at any
time require a new and increased bond.
Separate accounts shall be kept of all trust funds
but they need not be separately invested. Investment
expenses and losses of any combined funds shall be borne by each fund in
proportion to its investments.
The accounts held by the Company shall be audited
or an internal review conducted at the request of the Board of Directors and a
report of that audit and/or internal review be given at the next Annual Meeting
of the Company in November. The Treasurer shall arrange for such audit/review.
Article
IX
Regular meetings of the Company shall be held as prescribed by the Board
of Directors with the Annual Meeting to be held in November.
Article
X
Special meetings of the Board of Directors shall be called when directed
by the President or requested by five (5) members of said Board.
Notices shall be given by mail at least three (3) days previous to the
holding of the meeting. Notices of
meetings shall be given by the President or Secretary, or in case of their
absence, inability or refusal, by any five (5) members of the Board of Directors
who shall specify the object of the meeting.
Nine (9) members of the Board of Directors and/or Officers present at any
meeting duly warned, shall constitute a quorum for the transaction of business.
Article
XII
The Company may, at a meeting duly called for the purpose, by a majority
vote of all members, enact By-Laws for the government of the Company and the
ordering of its affairs, which may, by a majority vote of all members at a
meeting called for that purpose, be altered, amended, or repealed.
Article
XIII
The
fiscal year of the Durham Cemetery Company shall run from the 1st of
July to the 30th of June, inclusive, and all officers and committees
shall make full reports to the Annual Meeting of all their doings during such
year, which reports shall be recorded at length by the Secretary in the records
of said Company.
Article
XIV
In the event of dissolution, any remaining funds, assets or real
properties will be transferred in trust to the Town of Durham for the sole
purposes as defined in Article 1.