Article XI Dues and Finances

  1. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of July and end on the thirtieth day of June in each year.
  2. Dues to Which Members Are Subject. The annual dues which the Members of the Corporation shall be obligated to pay shall be as follows:
     
    (a) Active Members. The Board shall determine the annual dues payable by all Active Members which shall be based on a fixed amount per death certificate submitted by each Active Member during the preceding calendar year; provided, however, that in no event shall the annual dues payable by Active Members exceed Three Dollars ($3.00) per death certificate for the fu’st one thousand (1,000) certificates submitted by an Active Member and all of its Affiliated Licensees (as defined in Article IV, Section 1 (a) herein) in the preceding calendar year and One Dollar ($1.00) per certificate for all certificates in excess of one thousand (1,000) submitted by an Active Member and all of its Affiliated Licensees in the preceding calendar year. In the event any Active Member was not a Licensee (as defined in Article IV, Section l(a) herein) during the preceding calendar year, then the annual dues payable by such Active Member shall be One Hundred Dollars ($100.00).

    (b) Associate Members. The annual dues for Associate Members shall be determined by the Board.

    (c) Special Members. The Board shall determine the annual dues payable by all Special Members which shall be based on the amount of gross sales in California; provided, however, that in no event shall the annual dues payable by Special Members exceed (i) Three Hundred Dollars ($300) for Special Members whose gross sales in California for the preceding calendar year are under Five Hundred Thousand Dollars ($500,000), (ii) Four Hundred Dollars ($400) for Special Members whose gross sales in California for the preceding calendar year are at least Five Hundred Thousand Dollars ($500,000) but less than One Million Dollars ($1,000,000), and (iii) Five Hundred Dollars ($500) for Special Members whose gross sales in California for the preceding calendar year are One Million Dollars ($1,000,000) or more.

    (d) Honorary Members. Honorary Members of the Corporation shall not be required to pay dues.

    (e) Former Active Members. The annual dues for Former Active Members shall be determined by the Board.

  3. Payment of Dues. Dues, except for Active Members, shall be payable on the first day of July of each fiscal year, and must be paid in full within thirty. (30) days thereafter. Active Member dues shall be payable quarterly in four (4) equal installments, rounded to the nearest quarter dollar, on the first day of July, October, January and April of each fiscal year, and must be paid in full within thirty (30) days thereafter. The Board may, as an incentive, offer a discount to Active Members to encourage full payment of their annual dues. Such offer shall expire on July thirty-first (31) of each fiscal year when offered.
  4. Assessments. The Board of Directors may from time to time levy assessment only upon Active Members but shall not levy assessments totaling more than Twenty-Five Dollars ($25) in any one fiscal year without first obtaining written consent or vote of at least two-thirds of such members. No assessments shall be levied upon other members.
  5. Checks. Drafts. Etc. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such Officer or Officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such determination by the Board, such instrument shall be signed by the Chief Financial Officer or an Assistant Chief Financial Officer and countersigned by the President or Vice-President of the Corporation.
  6. Contracts. The Board may authorize any Officer or Officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
  7. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other federally insured depositories as the Board may select.
  8. Gifts. The Board may accept on behalf of the Corporation any contribution, gift, bequest, or device for the general purposes or for any special purpose of the Corporation.
  9. Books, Records and Financial Statements. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board, and committees having any of the authority of the Board and shall keep at the registered or principal office a record giving the names and addresses of the Members entitled to vote.
  10. Inspection of Books and Records.
     
    (a) Inspection by Members. All accounting books and records, minutes of proceedings of the Members, the Board and committees of the Board and membership lists and papers of the Corporation shall at all times, during reasonable business hours, be subject to the inspection of any Member or his/her duly appointed representative at the offices of the Corporation for any purpose reasonably related to the Member’s interest as such. Member’s rights of inspection hereunder shall be exercisable on ten (10) days’ written demand on the Corporation, which demand shall state the purpose for which the inspection rights are requested. Inspection rights shall be subject to the Corporation’s right to offer a reasonable alternative to inspection within ten (10) days after receiving the Member’s written demand (as more particularly set forth in Section 8330 and following of the California Nonprofit Mutual Benefit Corporation Law). A Member’s right of inspection includes the right to make extracts and copies of documents.

    (b) Rules Regarding Exercise of Inspection Rights. The Board may establish reasonable rules with respect to (i) notice of inspection, (ii) hours and days of the week when inspection may be made, and (iii) payment of the cost of reproducing copies of documents requested by the Member.

    (c) Inspection by Directors. Every director shall have an absolute right at any reasonable time to inspect all books, records, documents and minutes of the Corporation and the physical properties owned by the Corporation. The right of inspection by a director includes the right to make extracts and copies of documents.

  11. Right to Receive Annual Report. The Corporation will within one hundred twenty (120) days after the close of its fiscal or calendar year mail to each active member upon request a statement of income and disbursements, statement of changes in financial position and balance sheet as of the close of the calendar or fiscal year; a statement of the place where the names and addresses of current members are located; and a statement of any transaction or indemnification pursuant to Corporations Code Section 8322. The above information shall be accompanied by any report thereon of independent accountants or if there is no such report, the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation.