Proposed Bylaw Changes
By-Laws of the Starrucca Cemetery Association, Inc.
Incorporated Under the Laws of the Commonwealth of Pennsylvania
Preamble
We, being citizens of the Commonwealth of Pennsylvania, associate ourselves for the purpose of organizing, operating, and maintaining a public cemetery in the Borough of Starrucca, County of Wayne, and State of Pennsylvania with the right to purchase, hold, manage, and sell real estate for that purpose and to receive, hold and invest endowment funds in trust for the upkeep of said cemetery.
Article I – Name
Section 1. The name of the corporation shall be Starrucca Cemetery Association, Inc.
Article II – Membership
Section 1. Every owner of a lot in the Starrucca Cemetery is therefore a member of the Corporation and is entitled to vote at the meetings of the Corporation.
Section 2. In the case of a deceased member, any legally or morally constituted representative of said member may vote in the place of and to the same extent as the original member.
Section 3. In no case shall one lot owner or his legally or morally constituted representative be entitled to more than one vote.
Article III – Location
Section 1. The principal office of the Corporation shall be located of the Borough of Starrucca, County of Wayne, and State of Pennsylvania.
Article IV – Meetings
Section 1. The regular meeting of the general membership shall be held annually on Memorial Day of each year.
Section 2. Special meetings of the general membership may be called by the President at such times as he may deem necessary; or upon the written request signed by five members of the Board of Directors; or upon the written request signed by twenty members of the Corporation.
Section 3. Special meetings of the Board of Directors may be called by the President at such times as he may deem necessary; or upon the written request signed by three members of the Board of Directors.
Section 4. Each member shall be entitled to two weeks’ notice of any special meeting and each Director shall receive one week’s notice of a special or regular meeting.
Article V – Notices
Section 1. Notices of all meetings shall be in writing and shall be sent through the United States mail to each member or director as his last address recorded on the books of the Corporation. Should two letters be returned by the United States mail notifications will no longer be sent to that member.
Section 2. In lieu of notice as provided by Section 1 of this Article, notices of all meetings may be given by advertisement in at least one newspaper of general circulation in the County of Wayne, State of Pennsylvania. Posted on the Starrucca Cemetery Association Website or Facebook page and on the bulletin board in the Cemetery.
Article VI – Officers
Section 1. The Officers of the Corporation shall be a President, a Vice President, a Secretary, and a Treasurer.
Section 2. All Officers must be members of the Board of Directors.
Article VII – Auditors
Section 1. Two members, other than members of the Board of Directors, shall be elected at each annual meeting to act as auditors.
Section 2. It shall be the duty of the auditors to audit the accounts of the Treasurer prior to each regular meeting, for the preceding calendar year, and to make a report of said audit at said meeting.
Article VIII – Duties of Officers
Section 1. The President shall be the chief executive officer of the Corporation; he shall preside at all meetings; he shall execute with the Secretary all deeds, certificates of endowment, and all other papers necessary to the business of the corporation; he shall have the power to call special meetings as hereinbefore set forth in Sections 2 and 3 of Article IV; and he shall have such other powers and duties of management usually vested in the office of President of a Corporation.
Section 2. The Vice President shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter.
Section 3. The Secretary shall keep the minutes of all meetings in a book to be kept for that purpose; he shall send notices of all meetings to the members; he shall be the custodian of the corporate seal; he shall executed with the president all deeds, certificates of endowment, and all other papers necessary to the business of the Corporation affixing the corporate seal thereto; he shall keep a register of all sales and transfers of burial lots, he shall keep a register of all burials; and he shall have such other powers and duties usually vested in the office of Secretary of a Corporation.
Section 4. The Treasurer shall have charge of the funds of the Corporation and shall deposit the same in the name of the Corporation in depositories designed by the Board of Directors; he shall draw checks on the General Fund and shall pay only such vouchers or orders properly attested by the President and the Secretary; he shall make and keep a complete and accurate report of the finances of the Corporation at each regular meeting; and he shall have such other powers and duties usually vested in the office of Treasurer of a corporation.
Article IX – Board of Directors
Section 1. The Board of Directors shall consist of all the Officers of the Corporation as set forth in Article VI and five (5) other members elected by the membership by majority vote.
Article X – Duties and Powers of the Board of Directors
Section 1. The property and business of the Corporation shall be managed by the Board of Directors.
Section 2. In addition to the general powers of the Board of Directors by virtue of their office, the powers and authority expressly given by law, by terms of the Charter of this Corporation, and elsewhere in those by-laws, the following specific powers are expressly conferred on the Board of Directors:
To purchase or otherwise acquire for the Corporation any property, right or privilege which it is authorized to acquire at such price or consideration, and upon such terms as they deem expedient; to sell cemetery lots as such price or prices as they deem expedient; to appoint, to remove or suspend subordinate agents or servants, to determine their duties and affix their salaries; to confer by resolutions upon any officer or agent of this Corporation the power of permanently removing or suspending any subordinate officer or servants; to determine who acceptances, endorsements, checks, releases, contracts and any other instruments; to delegate any of the powers of the Board to any standing committee, special committee, or to any officer or agent of the Corporation, with such powers that the Board my seem fit to grant; generally to do all such lawful acts and things as are not by law, or by charter, or by these by-laws directed or required to be done by members.
Article XI – Funds
Section 1. Two funds shall constantly be maintained by the Corporation. They shall be known as (1) the Endowment Fund and (2) the General Fund.
Section 2. The Endowment Fund shall be held at all times inviolate. This fund shall be administered by the Trustee, hereinafter defined, and shall be invested by the said Trustee subject to the laws of the Commonwealth of Pennsylvania governing the investments of trust funds.
Section 3. The General Fund shall at all times be kept separate from the Endowment Fund and shall consist of the income from the Endowment Fund, the net income from the sale of lots, and such other sums as may be donated for General purposes.
Section 4. Donations to the Endowment Fund may be made at any time and in any amount, and the Trustee shall credit such donations to the Endowment Fund.
Section 5. Only the General Fund shall be subject to the Corporation’s check issued by the Treasurer but in case the Corporation known as the Starrucca Cemetery Association, Inc., shall at any time or for any reason lapse, both funds shall be administered by the Trustee aforesaid.
Section 6. Nothing in this article, however, shall be so construed as to prevent the use of any surplus that shall accrue in the General fund, or any specific donations to that fund from being used in such a was as shall be agreed upon by the Board of Directors.
Article XII – Nominations and Elections and Terms of Office
Section 1. Election shall be held annually at the regular meeting of the Corporation.
Section 2. The general membership shall elect the members of the Board of Directors.
Section 3. The Board of Directors shall elect the officers of the Corporation at a meeting of the Board of Directors immediately following the regular meeting.
Section 4. The term of office for all officers and members of the Board of Directors shall be for one year, or until their successors are duly qualified.
Section 5. In the event that the office of an officer or member of the Board of Directors shall become vacant, the remaining members of the Board of Directors shall immediately fill such vacancy for the expiration of the term.
Section 6. A simple majority vote of the members present, and voting shall be required to elect a member of the Board of Directors; and a simple majority of the members of the Board of Directors present and voting shall be required to elect the officers of the Corporation.
Article XIII – Quorum
Section 1. A quorum for the purpose of holding any meeting of the Corporation shall be at least fifteen (15) members.
Section 2. A quorum for the purpose of holding any meeting of the Corporation shall be the majority of the members of the Board of Directors.
Article XIV – Majority Vote
Section 1. A simple majority shall be required to pass any motion at any meeting.
Article XV – Rights and Obligations of Members
Section 1. Every member shall have the right in person or by proxy to vote at the meetings and to hold office.
Section 2. The books, accounts, and records of the Corporation shall be open for inspection to any member at any reasonable time.
Article XVI – Corporate Seal
Section 1. The Corporation shall have a seal upon which shall be inscribed the name of the Corporation, the year of its creation, and the words “Corporate Seal – Pennsylvania.”
Article XVII – Amendments
Section 1. The members of this association may be a majority vote of the members present and voting, alter, amend, suspend or annul these by-laws at any regular or special meeting.
Section 2. These by-laws shall not be altered, amended, suspended, or annulled at any meeting unless notice of the meeting heretofore referred to in Article V shall contain a designation of the specific article and section thereof that is to be altered, amended, suspended or annulled.
Article XVIII – General Rules
Section 1. Each lot owner, upon the payment of such price for a lot as is hereinafter stated, shall receive a deed for same from the Corporation, which includes perpetual care as defined in section 13.
Section 2. Each person paying endowment in such amount as may be determined by the Board from time to time as circumstances may require, shall receive a Certificate of Endowment.
Section 3. Each lot owner shall have the privilege of caring for his own lot.
Section 4. Before opening a closed grave, lot owners shall procure a permit from the State and from the Secretary.
Section 5. No lot shall be used for any purpose other than of burial of the dead.
Section 6. Any lot owner wishing to sell, transfer, or assign a lot, or portion of a lot to another, shall first assign and surrender to the Corporation the deed of said lot or portion of a lot, whereupon the President and the Secretary shall cause to be executed a new deed to such lot or portion of a lot in the name of the intended purchaser.
Section 7. In all cases of burial and or transfer, it shall be the duty of the lot owner to see that the ground is left in such condition as to come, in the shortest possible time into harmony with the best kept ground. In case this duty shall for any reason devolve upon the Cemetery Association. caretaker Cemetery Association, the expense incurred by him The Corporation shall be collected from the lot owner. Should the lot owner use the subcontractor of the Cemetery Association the expense shall be covered by Cemetery Association.
Section 8. The erection of mounds, fences, curbing, or enclosures of any sort within the cemetery shall be prohibited.
Section 9. No permanent plants, shrubs, or trees shall be planted without the sanction of the Board of Directors who shall have the right at any time to remove any which they deem noxious or objectionable.
Section 10. Persons engaged in the erection of a monument shall be held strictly accountable for any damage done and shall remove from the cemetery all tools, lumber or other materials as soon as possible.
Section 11. Persons contracting to dig or open a grave shall be responsible for leaving the opening properly closed and for removing all unsightly litter from the spot.
Section 12. The price of a lot shall be such amount as may be determined by the Board of Directors from time to time as the circumstances may require.
Section 13. No shrubs or trees shall be planted without the consent of the association or they may be removed. Any flowers shall be removed from graves by the first of September if the family so desires to keep them. Perpetual care takes in mowing and clipping. Any filling of graves or straightening of stones is up to the individual, unless the association has enough money to do this work. (Section 13 adopted in May of 1975.)
Section 14. A permit must be obtained from the Association prior to any burial, placing of ashes, whether buried or above ground. The fee for this permit will be an amount determined by the board of directors and can be changed from time to time at the discretion of the board of directors. The fee for this permit will be the same for all burials and ash placements and is separate from any fees collected for the contractor.
Section 15. All digging and placing of monuments must be done to the specifications outlined by the board of directors.
Article XIX – Definitions
Section 1. The following words or phrases, unless the context clearly indicates otherwise, shall have the meanings ascribed to them in this Article.
(a) “Corporation” shall mean Starrucca Cemetery Association, Inc.
(b) “Legally or morally constituted representative” shall mean and include the executor or administrator of a deceased member, of if there be no executor or administrator, the heirs at law of such deceased member.
(c) “Meeting” shall mean and include any regular or special meeting of either the general membership or of the Board of Directors.
(d) “Minutes” shall mean and include the record of the proceedings of any regular or special meeting of either the general membership or of the Board of Directors.
(e) “Trustee” shall mean and include either the Board of Directors or an authorized bank and trust company, trust company, or national banking association having fiduciary powers as provided for in the Act of June 12, 1951 P.L. 520, Section 1.
Article XX – Interpretation
Section 1. In these by-laws the singular shall include the plural and the masculine shall include the feminine and neuter.
Article XXI – Adoption of By-Laws
Section 1. These by-laws shall be adopted by a majority vote of the members present and voting at the time of its proposal to the members for the ratification.
Section 2. These by-laws shall be in full force and effect immediately upon their adoption as set forth in Section 1.
Additions to By-Laws
Motion was made and carried at the meeting of the Starrucca Cemetery Association May 26, 1992 and the following items were added:
1. Premature babies or babies up to 8 weeks of age may be buried in occupied grave next to monument
2. No cremation burial in occupied grave, may have two (2) cremations in single grave, weather above or in ground.
Motion was made and carried at the meeting of the Starrucca Cemetery Association on May 27, 2002 and the following item was added:
1. For cornerstones must be placed on each lot within one year of lot purchase.
Motion was made and carried at the meeting of the Starrucca Cemetery Association on May 26, 2003 and the following item was added:
1. The base for setting headstones shall be four inch modified or 2”B” stone and two inches of flagstone or four inches of concrete.
Motion was made and carried at the meeting of the Starrucca Cemetery Association on May 30, 2005 and the following items were added:
1. Change Article XVIII, Section 9 to state that no permanent plants, shrubs or trees shall be planted on any lot in the cemetery.
2. Section 13. Remove the first sentence which states that no shrubs or trees shall be planted without the consent of the association or they may be removed.
Motion was made and carried at the meeting of the Starrucca Cemetery Association on May 29, 2023 and the following items were amended:
1. Article XIII, Section 1 shall read A quorum for the purpose of holding any meeting of the corporation shall be at least ten (10) members.
2. Article XVIII, Section 6 shall read Any lot owner wishing to sell, transfer, or assign a lot, or portion of a lot to another, shall first assign and surrender to the Corporation the deed of said lot or portion of a lot, whereupon the President and Secretary shall cause to be executed a new deed to such lot or portion of a lot in the name of the intended purchaser. In the event a deed can not be produced a signed letter by the lot owner of record can be accepted.
Motion was made and carried at the meeting of the Starrucca Cemetery Association on May 27, 2024 and the following items were amended:
1. Article V, Section 1 shall read Notices of all meetings shall be in writing and shall be sent through the United States Mail or Email to each member or director as his last address recorded on the books of the Corporation.
2. Article IV, Section 1 shall read The regular meeting of the general membership shall be held annually on the first Sunday of May each year at 5:00 P.M.