Bylaws
ARTICLE I – NAME AND LOCATION 1.1 Name. The name of the organization shall be the International Order of the Golden Rule (hereinafter referred to as “OGR”), a not-for-profit corporation organized under the non-profit laws of the State of Texas. 1.2 Location. The offices of “OGR” shall be located in Austin, Texas, and/or in such other localities as may be determined by the Board of Directors. ARTICLE II – OBJECTIVES 2.1 The objectives of “OGR” shall be: 2.1.1 To promote the welfare of the funeral profession and the public whom we serve;
2.2 Relationship with Golden Services Group. It is the stated purpose of OGR to provide to its members the finest association benefits available. The Golden Services Group, a Delaware corporation, was created for the purpose of providing goods and services to the members of OGR. To that end, it is acknowledged that the Golden Services Group and OGR are irretrievably linked, in purpose and in fact, and are subject to the same direction and control. It is acknowledged that the governance of OGR and of the Golden Services Group may be continually interlocked through the appointment of the same Directors, Officers and personnel to positions of responsibility in both organizations. ARTICLE III - MEMBERSHIP 3.1 Classifications. Membership shall consist of seven classifications, three of which are voting: Regular, Affiliate, and Foreign; and four of which are non-voting: Auxiliary, Adjunct, Emeritus and Academic. There shall be a separate, non-voting classification for Members Not in Good Standing.
3.2 Eligibility In order to be considered for membership in OGR, a firm shall have been in business for a period of not less than two (2) years. In the best interest of the provision of a quality service by members of OGR to the public we serve, the Board of Directors may, with the approval of two-thirds of those Board members present and voting, suspend the two-year requirement.
As it is essential to the maintenance of the highest professional standards, a condition of any exclusive level of membership shall require a member, or a professional employee of a member, to continuously maintain the standards and requirements for exclusive status as determined and published by the Board from time to time. 3.3 Application approval. The Board shall consider each application for membership by applying the objectives set forth above in Article II. Membership in OGR shall become effective upon a two-thirds vote of approval by the Board of Directors. 3.4 Resignation. A member may resign at any time by filing a written resignation with the Executive Director. However, such resignation shall not relieve the member of the obligation to pay any dues or other outstanding financial obligations accrued and unpaid nor cause a refund of prepaid dues to be made. 3.5 Suspension, Expulsion and Termination. The Board of Directors of OGR may suspend, expel ,or terminate the membership of any member firm because of conduct which, after a hearing if requested by the member firm, but at the sole discretion of the Board of Directors, violates the licensing standards of the member firm’s state of residence; or is improper, is found to be unethical or inimical to the welfare of the membership as a whole. Any such action taken by the Board will be in accordance with the Board’s policies and procedures governing suspension, expulsion, or termination which the Board shall set an publish from time to time. ARTICLE IV - DUES 4.1 Establishment of Dues. The Board of Directors shall annually review and establish rates of dues for Regular, Affiliate, Foreign, Auxiliary, Adjunct, Emeritus and Academic members of OGR. ARTICLE V – MEMBER MEETINGS 5.1 Annual Conference. The Annual Conference shall be held at such place and on such dates as may be determined by the Board of Directors. 5.2 Special Meetings. Meetings of OGR other than the Annual Conference may be called at the discretion of the Board of Directors. 5.3 Notice of Meetings. Notice of any meetings of OGR shall be communicated to the last known address of each member (or member firm) not less than thirty (30) days. 5.4 Cancellation of Meetings. The Board of Directors may cancel any Annual or special meeting by a minimum of a two-third vote of the board voting in favor to cancel. 5.5 Voting. At all meetings of OGR, each member eligible to vote shall have one (1) vote on any matter submitted to the membership for a vote by the Board of Directors; such votes must be cast in person only. Unless otherwise specifically provided by law or these Bylaws, a majority vote of those present and voting shall govern. 5.6 Voting by Mail. Proposals to be offered to the members for a mail or electronic device vote shall first be approved by the Board of Directors. The proposal shall be published with a ballot mailed simultaneously to each member. The decision will be made by a majority of the ballots received within thirty (30) days from the day the ballot is mailed.
5.7 Quorum of Members. At any Annual or special meeting of members, a quorum shall consist of fifty (50) percent of those members registered for such meeting, provided that no less than fifty (50) members are present. ARTICLE VI - BOARD OF DIRECTORS AND OFFICERS Board of Directors 6.1.1 Number and Composition. The Board of Directors shall consist of the President, President-Elect, Secretary-Treasurer, Immediate Past-President and four (4) Directors who shall be elected as herein provided. 6.1.2 Authority, Responsibility and Duty of the Board of Directors. The Board of Directors of OGR shall have and exercise such powers as from time to time it may deem necessary or convenient to conduct and carry on the business and affairs of OGR, and to accomplish its objectives consistent with these Bylaws. It may also, in the execution of powers granted, delegate certain of its powers and authority to the Executive Committee. Such powers shall include, but shall not be limited to, the authority to make policy decisions for OGR; to establish rules and procedures for the Board of Directors and for OGR; to approve, modify or disapprove reports, resolutions or actions of officers or committees of OGR; to approve, or revise and approve, the Annual Budget for OGR prepared by the Executive Director; to approve, or revise and approve, and to amend if thereafter deemed by it to be appropriate, an Annual Financial Plan for OGR; to delegate to the President, the Executive Director or any committee the authority to proceed with authorized actions, consistent with the Annual Financial Plan then in effect; and to perform all other duties required under these Bylaws. 6.1.3 Term of Directors. The four independently elected Directors shall each have two-year terms expiring in succeeding years. Terms will be staggered so that no more than two positions would be replaced in any year.
Removal from office will be in accordance with the Boards policies and Procedures on Removal, which it shall set and publish from time to time. 6.1.6 Compensation. Members of the Board of Directors shall not receive any compensation for their services, except for reimbursement of such out-of-pocket expenses as the Board may authorize. In accordance with its reimbursement policies, which it shall establish and publish from time to time. 6.1.7 Manner of Election of Directors. Immediately after assuming office, the President shall appoint a Nominating Committee. The Nominating Committee shall, not less than one hundred twenty (120) days prior to the Annual Meeting of OGR, nominate a slate of candidates to fill Board vacancies. Any member of OGR may submit to the Nominating Committee additional names for consideration by the submission of a nominating petition signed by not less than three (3) nor more than five (5) members in good standing. The Nominating Committee shall nominate at least as many candidates for Directors as there are vacancies who shall give the Board as broad a geographical representation as is possible. The name and qualifications of each nominee shall be published and circulated to all members of OGR. Directors shall be elected by mail ballot or electronic means in the manner provided in Article V, Section 5.6 of these Bylaws in advance of the Annual Meeting of OGR. Directors shall be installed at the Annual Meeting and serve until their successors shall have been elected and qualified. 6.1.8 Meetings of the Board of Directors. An Annual Meeting of the Board of Directors shall be held in conjunction with the Annual Conference of the members of OGR. Special meetings of the Board of Directors may be held at such time and place as the Board may prescribe. Special meetings of the Board may be called by the President or at the request of any five (5) members of the Board. In either event, due and proper notice shall be given to all Board members at least ten (10) days prior to the date on which the meeting is to be held. However, due and proper notice shall be deemed to have been waived at any time that all members of the Board of Directors agree that a meeting shall be held without notice and all members of the Board are gathered together, in person or by electronic means which allows all persons participating in the meeting to hear one another. In all instances when a Board meeting is held, minutes shall be kept of the proceedings and shall be placed in the official minutes of OGR. 6.1.9 Quorum. A majority of the members of the Board of Directors shall constitute a quorum for meetings of the Board. 6.1.10 Informal Action by Directors. No action of the Board of Directors shall be valid unless taken at a meeting at which a quorum is present except that any action which may be taken by the Board may be taken without a meeting if a consent in writing (setting forth the action to be taken) is signed by each Director entitled to vote. Officers 6.2.1 The elected Officers of OGR shall be the President, a President-Elect and a Secretary-Treasurer, who shall be elected in the manner hereinafter provided and serve until their successors have been duly elected and assumed office. 6.2.2 Qualification for Office. Any member in good standing shall be eligible for nomination to any office of OGR provided that he/she shall have served at least one (1) year as a member of the Board of Directors prior to commencement of his/her elected term. 6.2.3 Nomination and Election of Officers. The Board of Directors shall, by motion and second, nominate a slate of Officers, one office at a time, in the following order: President-Elect and Secretary-Treasurer. Election to the office of President-Elect shall constitute an automatic election to the office of President for the succeeding year. The President shall serve one succeeding year as the Immediate Past President. . The Board shall vote by secret or absentee ballot upon each office after the nominations for that office are closed in the above order. Prior agreement to serve shall be obtained from the nominated candidate. In elections for the offices of OGR, the President and Officers shall vote in the same manner as all other members of the Board. 6.2.4 Term of Office. Each elected Officer shall take office immediately upon his/her installation and shall serve for a term of one (1) year or until his/her successor is duly elected and qualified. Each elected Officer shall serve concurrently as a member of the Board of Directors and as a member of the Executive Committee. 6.2.5 Re-election, No elected Officer shall be eligible for re-election to the same office until at least one (1) year has elapsed. No Past President shall be eligible for election or appointment to the office of President or President-Elect. 6.2.6 Vacancies - Removal. Vacancies in any elective office shall be filled for the balance of the term thereof by the Board of Directors at any regular or special meeting. The Board of Directors at its discretion, with the approval of two-thirds of those Board members present and voting, may remove any Officer from office for cause. 6.2.7 Duties. The duties of the officers shall be as follows:
No Officer of OGR shall have the power to bind OGR unless specifically authorized to do so by the Board of Directors.
ARTICLE VII - EXECUTIVE COMMITTEE 7.1 Composition. The Executive Committee shall be composed of the President, President-Elect, Secretary-Treasurer, and the Immediate Past-President 7.2 Authority and Responsibility. The Executive Committee may act for the Board of Directors between Board Meetings on all matters, except those specifically reserved to the Board by these Bylaws, pursuant to delegation of authority to such Committee by the Board of Directors. Actions of the Executive Committee shall be the actions of the Board until, or unless, the Board reverses or changes the Executive Committee's actions. Vacancies 7.3.1 Should the office of President become vacant by death, disability, removal, or resignation, the President-Elect shall succeed to the office of the President for the balance of the vacated unexpired term and thereafter serve for the term for which he/she was elected. 7.3.2 Should the office of President-Elect become vacant by death, disability, removal, or resignation, the vacancy shall be filled at the next regular election or prior thereto by special election called by the President at his/her discretion. 7.3.3 Should the office of the Secretary-Treasurer become vacant by death, disability, removal, or resignation, the Board of Directors shall fill such vacancy for the unexpired term. ARTICLE VIII – NOMINATING COMMITTEE 8.1 Composition. The Nominating Committee of OGR shall be composed of the Immediate Past President, the Executive Director and two members in good standing chosen by the President. 8.2 Duties and Responsibilities. The Immediate Past President shall serve as chairman of the Nominating Committee. The Committee shall not be required to hold a formal meeting, but may conduct its business by mail or electronic means and shall present nominations to the Executive Director on or before June 1st. The Nominating Committee may not nominate any of its own members for any office. Any member of OGR may recommend candidates for consideration by the Nominating Committee. Nominations other than those submitted by the Nominating Committee may be made on petition of three to five members in good standing of OGR. Such petitions must be received by the Executive Director in the office of OGR not later than July 1st to qualify the names of nominees by petition to be placed on the ballot. Any individual's request to have his or her name removed from the ballot shall be honored. If, for lack of a candidate, a position is not filled, a vacancy shall be deemed to be created by resignation and shall be filled in accordance with Article VI, Section 6.1.5. ARTICLE IX - STANDING AND SPECIAL COMMITTEES In addition to the Executive Committee, the Board may from time to time designate and appoint other committees as it sees fit . ARTICLE X - EXECUTIVE AND STAFF 10.1 Appointment. The Board shall employ a salaried staff head who shall have the title of Executive Director and whose terms and conditions of employment shall be specified by the Board. 10.2 Authority and Responsibility. The Executive Director shall be the chief executive of OGR, responsible for all operations functions. The Executive Director shall manage and direct all activities of OGR as prescribed by the Board of Directors and shall be responsible to the Board, shall employ and may terminate the employment of members of the staff necessary to carry on the work of OGR, and shall fix their compensation within the approved budget. ARTICLE XI – INDEMNIFICATION OF OFFICERS AND DIRECTORS 11.1 Indemnification. Any person who was or is a party or is threatened to be made a party to any threatened, pending or competed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of OGR) by reason of the fact that he/she is or was a Director, Officer, employee or agent of OGR, or is or was serving at the request of OGR as a Director, Officer, employee or agent, including the Executive Director, shall be indemnified by the corporation against expenses (including all attorney's fees and court costs), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such actions, suit or proceeding if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of OGR and with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. A Director, Officer or employee shall not be indemnified for any manner for which he/she is held liable for negligence or misconduct in the performance of his/her duties. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or other plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner in which he/she reasonably believed to be or not opposed to the best interest of OGR, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful. 11.2 Policy. Such written policy as is necessary to define and carry out the intent of these Bylaws may be adopted by the Board of Directors. Said policy can be amended by a majority vote of Board members present and voting during a properly called meeting of the Board. ARTICLE XII - FISCAL AND MISCELLANEOUS
Constitution and Conventions 12.5.1 Gender and Number. As used in these Bylaws, personal pronouns shall be interpreted to refer to persons of either gender and relative words whenever applicable to more than one person shall be read as if written in the plural. 12.5.2 Titles, Headings and Captions. The titles, headings and captions appearing in these Bylaws are used and intended for convenience of description or reference only and shall not be construed or interpreted to limit, restrict or define the scope or effect of any provision. 12.5.3 Severability. If any provision of these Bylaws, or its application to any person or circumstance, is held invalid by a court of competent jurisdiction, the remainder of these Bylaws, or the application of the provision to other persons or circumstances, shall not be affected.
Revised February 7, 2010 Processing of Membership Applications After a membership application is received at the OGR office, it is processed as follows:
If any of the preceding information is missing, it must be received from the applicant before proceeding with processing.
Family Contact Program Requirements New members of OGR are encouraged to use the Family Contact program for two (2) years after their application is approved. Member firms that undergo a substantial change in ownership are encouraged to use the Family Contact program for two (2) years after the change in ownership occurs. For purposes of this policy, a “substantial change in ownership” is defined as the purchase of the main funeral home location by a person or a non-publicly traded entity not previously associated with the funeral home. This change in ownership will result in a change of the main contact person. Absentee Voting for OGR OfficersBylaw 6.2.3 allows the use of absentee ballots in Board voting for the OGR offices of President, President-Elect and Secretary-Treasurer. For purposes of this Organizational Policy, absentee voting means the non-attending Board member may call the meeting room by telephone (or be called) at the time the election is taking place, and cast votes. The procedure is that the non-attending Board member will speak to a Board member of his/her choosing, with an OGR staff member (either the Executive Director or his/her designee) listening in to confirm the vote. The attending Board member will mark the non-attending member’s vote on a separate piece of paper from his/her own vote. Absentee ballots cast in the prescribed manner will be counted. REGIONAL / DISTRICT CHAIRPERSONSComposition. There shall be a body of Regional Chairpersons, composed of active members in good standing from various states in the United States, the provinces of Canada and international countries, whose members shall be appointed by the President with the approval of Board of Directors. The regional areas are grouped into seven districts and are overseen by a District Chair in each area. The President also appoints a Board member to each district as a “sponsor.” Term of Office. Each Regional Chairperson is appointed for three years. The President can remove a Regional Chairperson during the term, with the approval of the Board of Directors. The President shall have the authority to reappoint a Regional Chairperson for an additional three year term. Board members can not serve as a Regional Chairperson concurrently. There shall be no limit on the number of terms that a Regional Chairperson may serve. Roles and Responsibilities:
Regional Chair’s Role in the Membership Application Process:
Compensation. Regional Chairpersons shall serve without pay or compensation, except for reimbursement of out-of-pocket expenses as the Board of Directors may authorize. How to Conduct an On-Site Investigation: Part of the membership application process includes the On-Site Investigation and Investigation Report, which is integral to the Board’s decision to approve an applicant. Regional Chairs have the opportunity to visit funeral homes from their region applying for membership and conduct the on-site investigation. Following are guidelines to assist Regional Chairs in conducting a successful on-site investigation.
District Teleconference Meetings: All Regions within The United States and Canada are assigned to one of seven (7) Districts. The President will select one Regional Chairperson from each District to serve as “District Chair” for that particular District. The President will also appoint a Member from the sitting Board of Directors to serve as a Sponsor for that District. The Board Sponsor may or may not have their principal business establishment in the particular district to which they are assigned, but will, nonetheless, serve as a conduit for support, information and exchange of ideas. Throughout the year, Regional Chairs meet via teleconferences held for each district. Those attending include the District Chair, that district’s Regional Chairs, Board Member Sponsor, President of OGR, Executive Director and Director of Membership. Meetings usually take place prior to each Board of Director’s meeting.” Family Contact Exemplary Service Award Each year, OGR honors members who have shown exemplary service to families based on comments from families on their Family Contact Response Forms. The Independent publishes the comments in each issue. Members whose comments appeared in The Independent throughout the year receive an automatic nomination for the Family Contact Exemplary Service Awards. In January, Regional Chairs will receive a ballot to review all nominations and vote for the top three funeral homes for the Gold, Silver and Bronze awards. The funeral homes selected receive an engraved marble plaque in recognition for their exemplary service. Members receive their awards at the Annual Conference banquet in April. DUTIES OF PRESIDENT
DUTIES OF PRESIDENT/ELECT These duties become effective upon the absence of the President.
DUTIES OF SECRETARY/TREASURER
BOARD OF DIRECTORS NOMINATION / ELECTIONNo Board member can be nominated or elected during their current term. A Board member must have one year between the end of one current term and serving on another term. EDUCATOR & STUDENT MEMBERSHIP To support and encourage research and advancement of the profession and to assist mortuary science students in acquiring and maintaining a working knowledge of all facets of the death care profession, OGR has established two categories of membership for the advancement of education: a Student and an Educator category. These two memberships were created to enable interested educators and students to receive official OGR publications, as well as participate in the continuing education programs and varied services of OGR. All students of mortuary science at accredited colleges, universities or accredited trade schools are eligible for student membership. Eligibility ceases when the student graduates. The OGR Student Membership annual fee is $35. The OGR Educator membership annual fee is $50. Neither Educator nor Student members shall have a vote in the operation of the association, nor can they serve as a committee chair or Regional Chairperson. They are not prohibited from committee service. Revised April 2010
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