Founded in 1968 by Dr. Hilda M. Fife

MOCA BYLAWS
Revisions Drafted July 11, 2025

Article I. Glossary

The following are examples only. This list of definitions not yet complete.

Board of Directors. Also referred to as “the Board” or “Board” in the Association Bylaws. This is a group of active Association members elected to govern and oversee the Association's operations. They are responsible for setting the Association's direction, making key decisions, and ensuring its financial stability and legal compliance.

Officer. An active member of the Association, appointed by the full Board to manage the Association’s daily operations and carry out the Board’s decisions.

Director. Also referred to as “At Large Director” in the Association Bylaws. An elected member of the Board, providing oversight and Association decision-making.

Article II. Name

The name of this association shall be the Maine Old Cemetery Association.

Article III. Nonprofit 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 IV. 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 V. Membership

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

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

All members have the right to vote and hold office. Any organization which 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 VI. 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.

The following are reserved to the Board:

A. Amend the Articles of Incorporation or the Bylaws

B. Adopt a plan of merger or consolidation

C. Sell or otherwise dispose of any property or assets of the Association

D. Voluntarily dissolve the Association or revoke any dissolution

E. Approve and adopt an annual budget

F. Elect officers

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. The Board of Directors shall meet for an Organizational Meeting within fourteen (14) days following the Annual Meeting for the sole purpose of electing officers. Officers shall be elected to serve a three (3) year term, which begins immediately following the Organizational Meeting and expires at the election of new officers. Officers may be re-elected subject to a limit of two consecutive terms.

Directors shall be elected by the MOCA membership to serve a term of three (3) years beginning immediately after the Organizational Meeting. Directors may be re-elected subject to a limit of two consecutive terms.

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 vote 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 Vice President 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 VII. 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:

A. will oversee the activities of any accountant or bookkeeper working on behalf of the Association and will ensure that full and accurate accounts of receipts and disbursements are maintained in records belonging to the Association.

B. shall see that all funds and other valuable effects are deposited in the name and to the credit of the Association in depositories designated by the Board.

C. shall see that the funds of the Association are dispersed as designated by the Board.

D. shall ensure that the Board, at its regular meetings or when the Board requires, is provided with an accurate accounting of all transactions and of the financial condition of the Association.

E. shall prepare a summary of financial transactions for the preceding 12-month period year to present at the Annual Meeting.

F. shall draft a proposed annual budget each year for the Board to approve.

G. shall draft a proposed annual budget each year for the Board to approve.

H. shall arrange for an audit of the Association’s funds when requested or authorized by the Board.

I. shall be bonded in such amount as the Board may determine, with the cost to be paid by the Association.

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 Manual.

Article VIII. 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 Manual.

Section 2. Committee Chairs and Roles. 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 except the Nominating Committee.

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.

Article IX. Meetings

Section 1. Regular Board Meetings

A. 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.

B. 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 remote technology shall constitute an individual’s presence at the meeting.

Section 2. Member Notification and Attendance at Board Meetings

A. Notice of Meetings: Members of the Association shall receive reasonable notice of all Regular Board Meetings. Notice will be provided at least 14 days in advance, using email, website postings, newsletters, or other methods to inform the membership.

B. Right to Attend: Regular meetings of the Board of Directors shall be open to all members of the Association. Members may attend as observers and may be granted the opportunity to speak at the discretion of the Chair or as outlined in the meeting agenda.

C. Closed Sessions: The Board reserves the right to enter an executive (closed) session for matters including but not limited to personnel issues, legal matters, or contract negotiations. Members shall be informed when a closed session is held and the general nature of the topic, unless prohibited by law.

Section 3. Annual Member Meeting

A. 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 technology, or a combination thereof, as available.

B. 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 4. Special Board Meetings. Special meetings may be called at any time by the President or upon written request by five (5) 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 5. 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 6. Parliamentary Authority. To help meetings run smoothly and fairly, the Association will follow the latest edition of Robert’s Rules of Order during Regular Board Meetings, Annual Member Meetings, and Special Board Meetings—unless doing so conflicts with these bylaws, any special rules the Association has adopted, or the law.

Section 7. Quorum and Voting

A. 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.

B. Annual Meeting. The quorum for the Annual Meeting shall include all members who vote—whether in person at the meeting, by U.S. Mail, or electronically prior to the meeting. Each member shall have equal voting privileges. A majority of votes properly cast by those members shall decide any question.

Section 8. Action Without a Meeting. Action may be taken by the Board between regular meetings when determined necessary by the President. Voting for such actions shall be allowed by 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 9. Committee Meetings. Committee meetings may operate under the same terms as addressed in Section 5 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 X. 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.

Section 2. Vetting. The Treasurer or any officer of the Board so authorized shall be subject to a vetting process as described in the MOCA Policies & Procedures Manual.

Section 3. 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 4. 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 5. Loans. No loans shall be made by the Association to any party.

Section 6. Disposition of Assets. The Maine Old Cemetery Association is a 501 (c) (3) nonprofit association, and upon dissolution, the assets shall not be used for the benefit of any member. The Board of Directors shall select a 501 (c) (3) nonprofit organization to receive said assets. In the absence of a Board of Directors, the remaining members of the organization shall select a 501 (c) (3) nonprofit organization to receive said assets.

Section 7. 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 XI. 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.

A. 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.

B. Members will be notified of any adopted bylaw amendments through the Association’s newsletter and website. Before any Board vote on proposed amendments, members will be informed of the changes and given a 45-day period to submit comments.