Founded in 1968 by Dr. Hilda M. Fife

MOCA BYLAWS
Revisions Drafted July 11, 2025

Article I. NAME

The name of this association shall be the MAINE OLD CEMETERY ASSOCIATION.

Article II. NON-PROFIT STATUS

The Maine Old Cemetery Association (hereafter referred to as the “Association”) is a non-profit, tax-exempt association under Internal Revenue Code 501 (c) (3) and as such shall abide by the laws regulating such organizations.

Article III. PURPOSE

The purpose of the Association is to encourage and support the preservation, maintenance, and study of Maine's old cemeteries and their records.

Article IV. MEMBERSHIP

1. Membership in the Association is open to any interested individual or organization by payment of dues. Membership dues shall be reviewed and set by the Board of Directors on an annual basis.

2. Any member failing to pay dues at the time their membership expires shall be removed from active membership 60 days following said expiration.

3. All members have the right to vote and hold office. Any organization that is a member may designate, in writing to the Membership Secretary, a person authorized to represent it in the proceedings of the Association and shall be entitled to one vote.

Article V. OFFICERS AND BOARD OF DIRECTORS

Section 1. Authority. The business of the Association shall be managed by its Board of Directors, which shall have full and exclusive power to manage and conduct its affairs and establish its policies.

Section 2. Number and Categories of Directors. The minimum number of directors shall be five (5) and the maximum number of directors shall be eleven (11). Five (5) directors shall serve as officers; all others shall be considered directors at large. Sections 2 through 7 of this Article shall apply equally to all directors, whether they be officers or directors at large.

Section 3. Elections and Terms of Office. Directors shall be elected by the MOCA membership online and/or at the Association’s annual meeting for a term of three (3) years, beginning immediately following an organizational meeting. Directors may be re-elected for an unlimited number of terms.

The Board of Directors shall meet for an Organizational Meeting within two (2) weeks of the voting period for the sole purpose of electing officers. Officers shall serve for a one (1) year term, which begins immediately following the Organizational Meeting and expires at the election of new officers.

Section 4. Resignations. Any director may resign from the Board at any time prior to the completion of a term by delivering a notice of resignation in writing or by email to the President. The resignation shall take effect at the time specified in the notice or, if not specified, upon receipt by the President.

Section 5. Removals. Any director may be removed from the Board, with or without cause, by a majority of directors present and voting at a meeting where a quorum has been met. At any meeting where a vote is to be taken on a resolution to remove a director, the director may attend and shall be given a reasonable opportunity to offer a defense but shall leave the meeting during the discussion of and voting on the resolution. Any such removal shall take effect immediately after the vote.

Any Officer may be removed from their position by a majority of the directors present and voting at a meeting where a quorum has been met.

Section 6. Vacancies. Any officer or director vacancy on the Board may be filled for the remainder of the unexpired term by a majority vote of the directors then in office. If the President and VP are unable to serve, any director has the right to call for a vote of the remaining directors to fill an open role as needed on a temporary basis or for the fulfilment of the officer's term.

Section 7. Compensation. Directors shall serve the Association as volunteers, and as such shall not be entitled to compensation for their Board service. However, the Board may authorize the reasonable reimbursement of directors’ expenses incurred during the performance of their duties.

Article VI. OFFICER AND DIRECTOR ROLES

Section 1. Titles.The officers shall be President, Vice President, Treasurer, Recording Secretary, and Membership Secretary.

Section 2. President’s Role. The President shall serve as the Association’s chief executive officer and have general supervision over all activities of the Association. The President shall see that any decisions duly voted into effect by the Board are carried into effect. The President shall sign, with another officer as deemed appropriate, all contracts and formal papers on behalf of the Association. The President shall also serve as the Chair of the Board and preside at all meetings of the Board; if unable to attend, the President may delegate the function of presiding on a case-by-case basis.

Section 3. Vice President’s Role. The Vice President shall have and may exercise all of the powers and duties of the President during the President’s absence or inability to act. The Vice President shall perform other duties and have other powers as the Board may determine from time to time. If the Vice President is also unable to act, the duties and powers of the President shall be exercised by another Officer as the Board designates.

Section 4. Treasurer’s Role. The Treasurer shall be the chief fiscal officer of the Association and have custody of the Association’s funds and securities. In this role, the treasurer

Section 5. Recording Secretary’s Role. The Recording Secretary shall keep the records of the Association, including—but not limited to—these bylaws and other enabling documents, policy documents, minutes of board meetings, and records of votes, agendas, board rosters, and committee reports. Shared, electronic storage shall be employed by the Recording Secretary for the collection and maintenance of the Association’s records. The Recording Secretary shall ensure that directors receive a copy of the Association’s Conflict of Interest policy and complete an annual certification, as well as any other certifications and acknowledgements deemed necessary by the Board. The Recording Secretary may further perform other duties as prescribed by the President or the Board.

Section 6. Membership Secretary’s Role. The Membership Secretary shall accept dues and maintain a current list of the names and contact information of members. The Membership Secretary may further perform other duties as prescribed by the President or the Board.

Section 7. At-Large Directors’ Role. Directors shall serve in a capacity as assigned by the President and the Board.

Section 8. Additional Board of Director descriptions, roles, and responsibilities shall be detailed in the MOCA Policies & Procedures document.

Article VII. COMMITTEES

Section 1. Committees. The Board may designate and disband committees and task force teams as is necessary to assist with the operation and programs of the Association. Committee descriptions, roles, and responsibilities shall be detailed in the MOCA Policies & Procedures document.

Section 2. Committee Chair & Role. Committee chairs shall be appointed at the sole discretion of the Board, with annual reappointment at the Organizational Meeting.

Each Committee Chair shall be responsible for leading, organizing, coordinating, and facilitating committee meetings, ensuring that the committee’s goals and objectives are met in accordance with the overall mission of the Association.

Section 3. Committee Members. Committee membership is open to any Association member. The Board and Committee Chairs have sole authority to appoint committee members. The President is an ex-officio member of all committees.

Section 4. Actions Reserved to the Board. The designation of any committee and the delegation of its authority shall not relieve the Board of Directors of any responsibility imposed by the Articles of Incorporation or State or Federal laws and regulations.

The following actions are reserved to the Board:

Article VIII. MEETINGS

Section 1. Regular Board Meetings. Regular board meetings shall be held as needed to conduct the business of the Association, no less than three (3) times per year with no less than fourteen (14) days’ notice to the Association membership, with one such meeting held in advance of the Annual Meeting. If extraordinary circumstances prevent the Board from meeting in advance of the Annual Meeting, an alternate later date may be chosen by the Board.

Directors may attend any or all meetings in person, by phone, through the use of remote meeting technology, or a combination thereof, as available. Remote technology employed shall allow all participants to hear and be heard. Participation in a meeting by phone or an approved remote technology shall constitute an individual’s presence at the meeting.

Section 2. Annual Member Meeting. An annual meeting shall be held in September-October at a date, time, and place determined by the Board. Directors and members may attend the meeting in person, through the use of remote meeting technology, or a combination thereof, as available.

At least fourteen (14) days in advance of the Annual Meeting, the Board and membership shall be electronically provided with any documents to be voted on at the meeting, including the list of candidates for election to the Board.

Section 3. Special Board Meetings. Special meetings may be called at any time by the President or upon written request by five members of the Board. If called by the President, three (3) days advance notice of the special meeting shall be given to ensure that a quorum for voting will be met. If called by directors then serving, the Recording Secretary shall issue the notice of the meeting to all directors and ensure that a quorum for voting will be met.

Section 4. Program Meetings. Program meetings shall be held at least twice each year with the date, time, location, and schedule for each to be determined by the Board.

Section 5. Quorum and Voting.

● Board Meetings: A quorum for board meetings shall be met with the presence of a simple majority of the total number of directors serving at the time of the meeting. Each director shall have equal voting privileges. When a quorum is present, a majority of votes properly cast by those directors shall decide any question.

● Annual Meeting: A quorum for the Annual Meeting shall be the total number of members voting at the meeting and electronically in advance. Each member shall have equal voting privileges. When a quorum is present, a majority of votes properly cast by those members shall decide any question.

Section 6. Actions Without a Meeting. Actions may be taken by the Board between regular meetings when determined necessary by the President. Voting for such actions shall be allowed via email but only shall be valid when a simple majority of directors participate in the vote. Any actions taken by the Board without a meeting shall be recorded by the Recording Secretary or an alternate designated in the minutes of the next regular meeting.

Section 7. Committee Meetings. Committee meetings may operate under the same terms as addressed in Section 4 of this Article. Committee chairs may hold committee meetings as needed.

A. Maintain minutes of each meeting and provide a copy of the minutes to the Recording Secretary, or

B. Provide a written report of the committee’s actions to the full Board at its next regular meeting, thereby allowing the Recording Secretary to include the report in the regular board minutes.

Article IX. AUTHORITY

Section 1. Documents. The Board holds sole authority to designate signatories as are necessary to complete any of these transactions:

A. Treasurer/Accounting Clerk: Bills, notes, checks, or negotiable instruments

B. Officers: Other instruments, documents, deeds, contracts, and bills of sale.

The Treasurer or any officer of the Board of Directors so authorized shall be subject to a vetting process as described in MOCA Policies & Procedures.

Section 2. Limits. No at-large director, officer, or agent of the Association shall have any power or authority to borrow money on its behalf, to pledge its credit, or to acquire, transfer, mortgage, or pledge its real or personal property, except within the scope and to the extent of the authority delegated by resolution of the Board.

Section 3. Day-to-day Operations. Notwithstanding anything herein to the contrary, the President, with Board approval, shall have authority to execute and enter into contracts or arrangements as are reasonably necessary for conducting day-to-day operations of the Association.

Section 4. Loans. No loans shall be made by the Association to any party.

Section 5. Disposition of Assets. The Maine Old Cemetery Association is a non-profit association, and upon dissolution, the assets, including financial, archival, and digital, shall not be used for the benefit of any member. The Board of Directors shall select a non-profit 501 (c) (3) organization to receive said assets. In the absence of a Board of Directors, remaining members of the organization shall select a non-profit 501 (c) (3) organization to receive said assets.

Section 6. Conflicts of Interest. Annually, each director shall make known any potential or actual conflicts of interest. Any conflict shall be presented to the Board for discussion and resolution at its next regular or special meeting.

Article X. MISCELLANEOUS PROVISIONS

Section 1. Fiscal Year. The fiscal year of the Association shall be the calendar year, January 1 to December 31.

Section 2. Amendments. These bylaws may be amended or repealed, and new bylaws may be adopted, by a vote of the majority of the Board present and voting at any regular or special meeting. Proposed amendments to the Bylaws must be submitted in writing at a meeting of the Board of Directors and shall require approval by a two-thirds majority vote of the Board members present and voting. Members shall be notified of any adopted amendments via newsletter and publication on the Association’s website.

MOCA
P. O. Box 641
Augusta, ME 04332-0641