KFDA Articles of incorporation |
BY-LAWS OF THE KANSAS FUNERAL DIRECTORS ASSOCIATION, INCORPORATED ARTICLE I MEMBERSHIP MEETINGS Section 1. There shall be an annual meeting of the Association at such time and place as fixed by the Board of Directors. The Board may, in its sole discretion, determine that a meeting of the association shall not be held at any place, but may instead be held solely by means of remote communication. Written notice of such meeting shall be given to each member of the Association either personally, by U.S. Mail or electronic medium no less than ten (10) days prior to the date of such annual meeting. Nothing in this section shall prevent the general membership from determining the time and place of the next annual meeting. Should the general membership make such a determination it shall be made by a majority of the voting members at a regularly constituted meeting. Section 2. Special meetings of the general membership of the Association may be called by the President with the concurrence of a majority of the Board of Directors provided that written notice of such meeting shall be mailed to all voting members no less than ten (10) days prior to such special meeting. Section 3. Voting may be by open or secret ballot except for the election of officers at the annual meeting which shall be by secret ballot only if there is more than one candidate for an office. No member shall be permitted to vote by proxy. Section 4. Twenty-five (25) active members in attendance at any regular or special meeting of the association membership shall constitute a quorum for the transaction of business. ARTICLE II BOARD OF DIRECTORS Section 1. There shall be at least one annual meeting of the Board of Directors which may be concurrent in date with the annual meeting of the membership. Special meetings of the Board may be called by the President of the Association at such time or place as deemed advisable or by any five members of the Board of Directors. Written notice of any meeting shall be given to each Director either personally, by U.S. Mail or electronic medium at least ten (10) days prior to said meeting and shall specify the place, the day and the hour of said meeting. Any Director may waive notice of any meeting. Section 2. The Board of Directors is hereby empowered to transact the business of the Association by correspondence, including electronic mail via the internet, or conference telephone call if deemed advisable by the President. Should a mail or facsimile vote be presented to the Board of Directors on any matter, the failure of any member of the Board to reply within seven (7) days after the notice is mailed shall constitute an affirmative vote on such matter. Section 3. Any vacancies that may occur on the Board of Directors may be filled by appointment by the President of this Association with the concurrence of the Board of Directors. The term of such appointment shall be until the next meeting of the general membership of the Association or the District in which the vacancy occurred. Section 4. A majority of the Board of Directors present at any regular or special meeting of the board shall constitute a quorum for the transaction of business by the Board of Directors. ARTICLE III OFFICERS Section 1. The President shall preside at all meetings of the Association and of the Board of Directors and shall be an ex-officio member of all committees. Section 2. In the absence of the President, or in the event of his or her death, inability or refusal to act, the President-Elect shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions imposed upon the President. Section 3. The Vice President shall perform the duties of the President-Elect during the absence or disability of the President-Elect. In the event of the death or resignation of the President-Elect prior to the expiration of his or her term of office the vacancy shall not be filled and the duties of the office during the unexpired term shall be performed by the Vice President. The Vice President also shall perform the duties of the President during any absence or disability of both the President and the President-Elect. Section 4. The Corporate Secretary/Treasurer shall have supervision over the records of the Association and shall keep an accurate account of corporate proceedings. The Corporate Secretary/Treasurer shall have supervision over the assets, funds and securities of the Association subject to further direction and supervision of the Board of Directors. In the event of the death, disability, incapacity, resignation or ineligibility of the Executive Director, the Corporate Secretary/Treasurer shall have the power to sign checks for the Association during the time of inactivity of the Executive Director, or until a new Executive Director has been designated and takes office. In the event of the death, disability, incapacity, ineligibility or resignation of the Vice President, the Corporate Secretary/Treasurer shall have the power to perform his or her duties. In the event of death, disability, incapacity, resignation, or ineligibility of the Secretary/Treasurer, the Vice President shall perform the duties of the Secretary/Treasurer. Section 5. Each of the Association officers shall perform such additional duties as prescribed by the Constitution and By-Laws and, from time-to-time, as may be assigned by the President or the Board of Directors. Section 6. It shall be the duty of the Executive Director to maintain custody of all funds, papers, files and documents of the Association. He or she shall receive and receipt all monies required to be paid to the Association. He or she shall have the power to sign checks for the Association. Upon termination he or she shall deliver to his or her successor all books, papers, funds, fixtures, furniture and other valuables in his or her possession which belong to the Association. Section 7. The financial records of this Association shall be reviewed annually by the Board of Directors and a written report of such review shall be available to the membership. ARTICLE IV MEMBERSHIP DUES Section 1. The dues for funeral establishment in this Association shall be as follows: Active Membership Fee $ 150.00 Active Branch Membership Fee $ 135.00 plus a per service fee of $4.50. The funeral establishment shall also pay dues for membership in the National Funeral Directors Association in an amount to be established by the members of the NFDA House of Delegates. The Per Service Fee shall be based on the number of all cases which were handled during the preceding year by each funeral establishment and all branches but shall not include infant, trade cases or county funded dispositions. An Active funeral establishment shall designate one person to serve as the firm’s active member as defined in Article III; Section 2 A.1. of the Association’s Constitution. Section 2. An embalming service shall pay an active membership fee of $250.00 or, in the alternative, may pay dues as a funeral establishment as set forth in Article IV, Section 1. Section 3. The dues for an AFFILIATE Membership in this Association shall be $25.00 annually. Section 4. The dues for an ASSOCIATE Membership in this Association shall be $150.00 annually. Section 5. The dues for a NON-RESIDENT Membership in this Association shall be $150.00 annually. Section 6. The dues provided for in Article IV shall be due and payable on January 1, or one-half may be paid on that date and the remaining balance shall be due and payable on the first day of May of the same fiscal year, except that NFDA dues must be paid in full by January 1. ARTICLE V COMMITTEES Section 1. The Board of Directors shall be empowered to create such standing or special committees as it deems advisable, except those committees that may be created or designated by resolution or motion adopted at any Annual Convention of this Association. Section 2. The President shall appoint members of all committees at the Annual Convention or within thirty (30) days thereafter, subject to the approval of the Board of Directors. Section 3. The President also shall be empowered to appoint an Executive Committee of three (3) from the Board of Directors to act upon such necessary business not specifically designated to the Board of Directors by the Constitution and By-Laws. All actions taken by the Executive Committee shall be reported to the Board of Directors and made a part of its official minutes. Section 4. The official and alternate delegates to represent the Kansas Funeral Directors Association, Incorporated., at the NFDA conventions shall be selected by the President with the approval of the Board of Directors. Section 5. The Ethical Practices Committee shall consist of such members as shall be appointed by the President. This committee shall investigate the grievances or complaints received by them and shall report to the President who shall refer the same to the Board of Directors of this Association for such action as they may deem necessary and proper under the circumstances. ARTICLE VI PARLIAMENTARY PROCEDURES Section 1. The Association, at its meetings, and the Directors, and committees, in their deliberations, shall be governed by the Roberts Rules of Order, newly revised, insofar as the same may be consistent with this instrument. ARTICLE VII AMENDMENTS Section 1. These By-Laws may be amended by a two-thirds (2/3) affirmative vote of the Board of Directors. Ten (10) days written notice of the proposed amendments shall be given, unless waived. Section 2. These By-Laws shall take effect immediately upon passage and shall remain in force and effect until repealed or amended.
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