Article IV – Membership Voting •
- Classes of Membership. The corporation shall have five classes of members. The designation of such classes and the qualifications and rights of the members of such classes shall be as follows:
(a) Active Members. An active member shall be a funeral establishment: including a person, partnership, association, corporation or other organization licensed under the Funeral Directors and Embalmers Law of the State of California and engaged in or conducting, or holding themselves or itself out as engaged in each of the following:
(i) Preparing for the burial or disposal, and directing and supervising for burial or disposal of dead human bodies.
(ii) Maintaining a funeral establishment for the preparation, for the disposition, or for the care of dead human bodies.
(iii) Using, in connection with his, hers or its names or funeral establishment, the words, “funeral director’, or “undertaker” or “mortician”, or any other title implying that the person or it is engaged as a funeral director.
(iv) Engaged in operating a mortuary and/or funeral establishment.
Each funeral director licensee shall be entitled to one active membership. However, no funeral director licensee which is a member of an affiliated group shall be eligible for active membership unless all licensees in the affiliated group are, or are then becoming active members. Two or more licensees are deemed affiliated if any licensee owns fifty percent (50%) or more of the voting stocks or assets or another licensee is owned by the same person or entity or group.
(b) Associate Members. An associate member shall be a person, partnership, association, corporation or other organization engaged in operating a funeral establishment in a foreign state or country or a corporation or association whose associates or members operate a Mortuary or funeral establishment in a foreign state or country, and possess no ownership in a California licensed funeral establishment.
(c) Special Members. A special member shall be a person, partnership, association, corporation or other organization engaged in a business or industry serving, supplying, selling to or otherwise dealing with, funeral or mortuary establishments. However, should a proprietorship, partnership, association, corporation or organization either be licensed under the Funeral Directors and Embalmers Law of the State of California, or be owned in whole or in part by a person, partnership, association, corporation or other organization so licensed, then said proprietorship, partnership, association or organization must apply for active membership under the provisions of paragraph (a) of this section.
(d) Honorary Members. An honorary member shall be an individual who has rendered distinguished service to the funeral service industry in the judgment and discretion of the Board.
(e) Former Active Member. A former active member shall be an individual who was an owner, partner, corporate officer or proprietor of an active member CFDA firm and who is now not in funeral service; further, that this individual served in one of the above capacities for an active member CFDA firm for the immediate preceding 36 months prior to leaving funeral service; further, that if this individual re-enters funeral service in any capacity, this individual must relinquish all rights and privileges of this class of membership.
- Member Voting Rights. Only those Members classified as Active Members pursuant to Article IV, Section 1 (a) hereof shall have the right to vote on any matter submitted to a vote of the Members. No other class of Members shall have the right to vote. On each matter submitted to a vote of the Members, whether at a meeting of the membership called and held pursuant to the provisions of these Bylaws or otherwise, each Active Member shall be entitled to vote as follows: Active Members whose annual dues are one thousand dollars ($1000) or less, shall be entitled to one (1) vote. Active Members whose annual dues exceed one thousand dollars ($1000) shall be entitled to one additional vote per each additional one thousand dollars ($1000), or fraction thereof, in dues paid. Each Active Member shall file with the Secretary a list of persons, in order of priority, authorized to cast votes and otherwise represent such Active Member.
- Eligibility to Vote. The Active Members entitled to vote at any meeting of Members shall be those Active Members who are Members in good standing as of the record date determined in accordance with Article V, Section 8 hereof. In order to be in good standing, a Member must be current in the payment of all dues and assessments duly imposed pursuant to Article XI hereof.
- Manner of Casting Votes.
(a) Voting at a Meeting. Voting at a meeting may be by voice or by ballot. Voting at a meeting of the Members shall be conducted by secret written ballot when determined by the President, in his/her discretion, or when requested by ten percent (10%) of the votes present at the meeting.
(b) Proxy Voting Prohibited. Proxy voting shall not be permitted on any matter put to the vote of the Members.
(c) Cumulative Voting. Prohibited. Cumulative voting shall not be permitted.
- Action by Written Ballot Without a Meeting.
(a) Written Ballots, Generally.
(i) Director Elections. The election of directors shall be conducted by the submission of written ballots to the voting Members without the necessity of calling a meeting of Members, so long as the requirements for action by written ballot set forth in this Section 5 are satisfied.
(ii) Other Matters. Any other matter or issue requiring the vote of the Members may be submitted to the Members for approval by written ballot without the necessity of calling a meeting of Members, so long as the requirements for action by written ballot set forth in this Section 5 are satisfied. The determination to seek Member approval for Corporation action in this fashion shall be made by a majority vote of the Board, or by Members possessing five percent (5%) of the total voting power of the membership signing a written request and delivering such request to the President, Vice President or Secretary.
(b) Balloting Time Requirements.
(i) Director Elections. In the case of ballots used in the election of directors, the Board shall establish a record date (see Article V, Section 8(a)(iii) hereof) and the ballots shall be mailed to all Members who are eligible to vote at least twenty (20) days prior to the date set for return and canvassing of the ballots. Subject to subsection (iii) below, the balloting period shall conclude on the date established for the return and canvassing of ballots which shall be either (A) no less than forty (40) days prior to the next annual membership meeting (Article V, Section 2) in the case of any regular election of directors, or (B) on the date established for any election by the Members to fill a vacancy (Article V, Section 8(ii) and (iii)).
(ii) Other Matters. In the case of any other matter or issue submitted to the Members for approval by written ballot, the Board shall establish a record date (see Article V, Section 8(a)(iii) hereof) and distribute the written ballot to every Member entitled to vote on the matter at least twenty (20) days prior to the date established for the return and canvassing of the ballots.
(iii) Extension of the Balloting Period. The time fixed for the return and canvassing of written ballots may only be extended if the Board so notifies the Members in the balloting materials originally sent to Members and then for no more than two (2) successive periods of thirty (30) days each. Notwithstanding the foregoing, the time fixed for return and canvassing Of ballots in regular director elections shall in no event exceed the date of the next annual membership meeting.
(c) Content of Written Ballots.
(i) Director Elections. Written ballots used in any election of directors shall set forth the names of the candidates whose names have been placed in nomination at the time the ballot is issued (see Article VI, Section 6). The ballot form shall also provide a space where the Member can designate a vote for another (write-in) candidate.
(ii) Other Matters. Any written ballot distributed to the Members to vote on any issue other than the election of directors shall set forth the proposed action and provide an opportunity, to specify approval or disapproval of the proposal.
(iii) Time for Return of Written Ballot. All written ballots shall provide a reasonable time within which to return the written ballot to the Corporation and shall state, on the face of the ballot, the date by which the written ballot must be returned in order to be canvassed.
(d) Solicitation Rules. Written ballots shall be solicited in a manner consistent with the requirements of Article V, Section 4, pertaining to the issuance of notice of Members’ meetings. All solicitations of written ballots shall indicate (i) the number of responses needed to meet the quorum requirement for said action, (ii) the return date by which the written ballot must be received by the Corporation in order to be canvassed, and (iii) in the case of any written ballot distributed to vote on matters other than the election of directors, the percentage of affirmative votes necessary to approve the measure submitted for membership approval.
(e) Prohibition on Revocation. Once cast, a written ballot may not be revoked.
(f) Additional Balloting Procedures. If deemed necessary by the Board, the balloting shall be conducted in accordance with such additional procedures, not inconsistent with the provisions of this section, as may be prescribed by a firm of certified public accountants of good repute who may also be retained to supervise the secrecy and conduct of the balloting process.
(g) Requirements for Valid Action. Approval by written ballot shall be valid only when (i) the number of votes cast by ballot within the time period specified equals or exceeds the quorum (as specified in Article V, Section 5) that would have been required to be present at a membership meeting if such a meeting had been convened to vote on the proposal, and (ii) in the case of any written ballot distributed to vote on matters other than the election of directors, the number of approvals equals or exceeds the number of affirmative votes that would have been required to approve the action at a membership meeting, if such a meeting had been convened to vote on the proposal.
(h) Notification of Results of Balloting Process. Upon canvassing and tabulation of the written ballots, the Board shall notify the Members of the outcome of the vote within thirty (30) days following the close of the balloting process and tabulation of the ballots. In the case of a regular election of directors conducted by written ballot, the Board shall notify Members of the results of the election at the next annual membership meeting. If the number of written ballots cast with respect to any matter is insufficient to constitute a quorum, the Board shall so notify the Members.
(i) Conduct of Informational Meetings. Use of the written ballot procedures provided herein shall not preclude the Corporation from also conducting informational meetings of the Members or from scheduling a membership meeting to coincide with the culmination of the balloting period.
- Majority Vote of Members Represented at Meeting or by Ballot Required. If a quorum is present at a meeting or if a quorum of Members have voted by written ballot without a meeting, the affirmative vote of the majority of the voting power of Members represented at the meeting or by written ballot without a meeting, entitled to vote and voting on any matter (except the election of directors), shall be the act of the Members, unless the vote of a greater number is required by California’s Nonprofit Corporation Law or by the Articles of Incorporation or Bylaws of the Corporation. In the case of director elections, each directorship is a separate matter to be voted upon by the Members and the candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected to the vacant director seats.
- Interest in Corporation. No member shall have any right or interest in the assets of the corporation.
- Liabilities for Debts or Liabilities for Obligations. Members shall not be personally liable for the debts, liabilities or obligations of the corporation.