Code Of Regulations

ARTICLE I

MEMBERSHIP

Section 1. The Members of Glen Rest Memorial Estate (an Ohio not-for-profit corporation, hereinafter sometimes referred to as "the Corporation") are all individuals who are the owners of burial spaces in Glen Rest Memorial Estate in Franklin and Licking counties, Ohio, payment for which has been made in full. A person shall cease to be a member when he or she is no longer the owner of a burial space.

Section 2. As to all matters upon which a member is entitled to vote, each Member shall be entitled to one vote, no matter how many or how few burial spaces he or she owns. The records of the Corporation, as to ownership of burial spaces, shall be conclusive in determining the identity of the Members.

Section 3. The records of the Corporation shall include the last-known addresses of the Members. Notices sent to such addresses shall be sufficient for all purposes. The date upon which an individual becomes a Member, and the date upon which he or she ceases to be a Member, shall be entered on the records of the Corporation.

Section 4. Each Member may vote either in person or by a written proxy granted to a Member and exercisable only by such Member. If a burial space is owned by two or more individuals, any one of such individuals may cast a vote; if there is a disagreement between or among such joint owners, then each such joint owner shall be entitled to a fraction of one vote equal to his or her fractional interest in the burial space.

Section 5. Members shall not be required to pay dues or fees to maintain membership in the Corporation.

Section 6. A member may be expelled by the Board of Trustees for conduct which the Board finds to be unbecoming. Upon such expulsion, the Corporation shall refund to such expelled individual the purchase price which was paid for his or her burial space.

Section 7. In the event of a Member’s death, the ownership of his or her unoccupied burial space(s) shall pass to that individual, or those individuals, whom such deceased Member has designated by means of a will or other estate-planning or dispositive instrument. In the event that there is no such instrument, then the ownership shall pass to the individual(s) entitled to inherit pursuant to the terms of the Ohio Statute of Descent and Distribution in effect at the time of such Member’s death.

Section 8. The Members shall meet annually on such date and at such time as directed by the Board of Trustees. Special meetings of the Members may be held at any time upon call of the President or a majority of the members of the Board of Trustees. Notice of all meetings of the Members shall be published in a newspaper of general circulation in Franklin County, Ohio, not more than 60 days nor less than 10 days prior to the date upon which any such meeting is to be held. A majority of the Members present, in person or by proxy, shall constitute a quorum.

ARTICLE II

TRUSTEES

Section 1. The affairs of the Corporation shall be governed by a Board of Trustees consisting of five Members of the Corporation elected as hereinafter set forth.

Section 2. At each Annual Meeting of the Members, one Member shall be elected for a term of five years. The terms of the Trustees shall be staggered, with one Trustee being elected each year. The term of each Trustee shall commence immediately following his or her election. Nominations for the position of Trustee shall be made in writing by Members. All such nominations shall be delivered to the Secretary of the Corporation at least ten days in advance of the day upon which the election of one or more Trustee is to take place. In the event that no nominations for a particular Trustee position have been received by the Secretary at the time of the meeting, then the nominations for a Trustee to fill that position may be taken from the floor.

Section 3. Three Trustees shall constitute a quorum for any meeting of the Board of Trustees. No Trustee may vote by proxy at any meeting of the Board of Trustees.

Section 4. A Trustee shall be elected by a simple majority of those Members present, in person or by proxy, at any meeting of the Members at which one or more Trustee is to be elected.

Section 5. Vacancies on the Board of Trustees caused by the death, resignation or removal of a Trustee shall be filled by a majority vote of the remaining Trustees, the person so selected to serve until the expiration of the term for which such Trustee was elected.

Section 6: The Board of Trustees shall have the control and management of the business, funds and property of the Corporation, subject only to the action of the Members taken at any Annual Meeting or Special Meeting. The Board of Trustees may generally do any and all things which in its judgment and discretion is deemed in the interest of the Corporation and not inconsistent with this Code of Regulations.

Section 7. Regular Meetings of the Board of Trustees shall be held at such times and at such places as the Board shall from time to time determine, but not less frequently than quarterly. Special Meetings may be called by the President or by a majority of the Trustees. Notice of each meeting, whether Regular or Special, shall be sent by ordinary United States mail or by FAX or other electronic means to each Trustee at least ten days in advance of such meeting. Notice of any meeting may be waived in writing by any Trustee. For all meetings and votes, electronic communication of telephonic transmission shall be deemed being present.

Section 8. The Board of Trustees may adopt bylaws relating to the day-to-day operations of the business of the Corporation, including, without limitations, rules and regulations pertaining to the operation of the Glen Rest Memorial Estate Cemetery.

ARTICLE III

OFFICERS

Section 1. The officers of the Corporation shall be: President; Vice-President; Secretary; and Treasurer. Each officer must be a Member. The offices of Secretary and Treasurer may be held by the same individual.

Section 2. The officers of the Corporation shall be elected by the Board of Trustees immediately following the Annual Meeting of the Members, each officer to assume office immediately upon such election and to serve until his or her successor is elected.

Section 3. The President shall preside at all meetings of the Members and at all meetings of the Board of Trustees; shall sign and execute all deeds , agreements, contracts, certificates and other formal documents pertaining to the business of the Corporation; and shall generally perform all duties customarily associated with the office of corporate president.

Section 4. The Vice-President shall perform all duties of the President in the event of the President’s absence or disability.

Section 5. The Secretary shall keep full and accurate records of the proceedings at all meetings of the Members and the Board of Trustees; shall issue all notices required by this Code of Regulations or by the bylaws adopted by the Board of Trustees; and shall issue and attest to all deeds, certificates, and other official documents issued by or on behalf of the Corporation. All books and records maintained by the Secretary shall be open for inspection by any Member at all reasonable times. Upon the expiration of his or her term, the Secretary shall deliver all records maintained by him of her to his or her successor.

Section 6. The Treasurer shall keep all funds and securities belonging to the Corporation, and shall invest and disburse the funds belonging to the Corporation in accordance with directions from the Board of Trustees; shall keep accurate accounts of the finances of the Corporation; and shall maintain appropriate books and records for that purpose. All books and records maintained by the Treasurer shall be open at all reasonable times for inspection by any Member. The Treasurer shall render accounts as to the financial affairs of the Corporation at the Annual Meeting of the Members and at all meetings of the Board of Trustees. The Treasurer shall render and perform such further duties as the Board of Trustees may from time to time direct. At the expiration of his or her term, the Treasurer shall deliver over to his or her successor all the books and records of the Corporation. At the request of the Board of Trustees, the Treasurer shall enter into, and shall deliver over to the Board of Trustees, such surety or other bond or bonds as the Board shall require, and the premiums as to any such bond shall be paid from Corporation funds.

ARTICLE IV

AMENDMENTS

Section 1. This Code of Regulations may be amended by a two-thirds vote of those Members present, in person or by written proxy, at any Annual Meeting or a Special Meeting called for the purpose of such amendment.

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