By-Laws

Montana Funeral Directors Association

As Amended June 23, 2015

Article I

Membership

Section 1. FIRM MEMBERSHIP.  A mortician or registered intern, licensed by the State of Montana, shall be entitled to receive in behalf of his / her firm, membership in the Association upon payment of dues as set by the Board of Directors. Individually licensed morticians or registered interns who are actively practicing funeral service or mortuary science as employees of a mortuary (firm) within the State of Montana and who seek membership in the Montana Funeral Directors Association must obtain their membership through the firm for which they are employed at the time of application. Firm membership shall not be transferable.  Each firm must make an annual dues payment for the firm, based upon the number of cases handled the previous year by the firm, and must make a dues payment for each individual employed by the member firm.  All firms receive two votes at the annual membership meeting and must designate at the meeting the individual(s) with authority to cast the two votes.

Section 2. ASSOCIATE MEMBERSHIP. Any salesman dealing in wholesale funeral service merchandise, other wholesale service suppliers, members of an allied enterprise or care-giving organization, or any crematory or cemetery owner / operator may become an associate member of this Association. However, any individual or group of individuals who wish to become a member(s) of any of the associate member categories mentioned in this section and who is also an active member of a firm member within the State of Montana as described in Article I, Section 1 must seek membership through that firm before being eligible to become an Associate member. Associate members are not eligible to vote or hold office.

Section 3. INDIVIDUAL MEMBERS. Individuals who are licensed by the Board of Funeral Service as morticians and who are either not employed by a firm or are doing business in and/or residing in States other than Montana may become Individual Members of this Association. Individual members shall pay dues as determined by the Board of Directors. Individuals may vote at the annual membership meeting, and each individual member’s vote constitutes 1 vote.

Section 4. RETIRED MEMBERS. Any individual licensed or formerly licensed as a Mortician, who resides in Montana and who has retired from active employment as a Mortician, but has kept his / her license in effect, and who is a member of this Association at the time of his / her retirement may become a retired member of this Association entitled to all of the membership privileges of an individual of the Association, except he/she may not serve as a member of the Board of Directors or an officer. .  Retired Members may vote at the annual membership meeting, and each individual member’s vote constitutes 1 vote.

Section 5. APPLICATION FOR MEMBERSHIP. Applications for membership shall be made on forms furnished by the Association offices, signed by an authorized individual of the Applicant firm and accompanied by the membership dues, as set forth by the Board of Directors. The form and content of the membership application form shall be determined by the Board of Directors.

Section 6. RENEWALS. The matter of renewals from year to year of membership in this Association shall rest within the jurisdiction and control of the Board of Directors.

Section 7. MEMBER TERMINATION.  The Board of Directors may terminate the membership of any member firm or other Association member who fails to pay dues in accordance with the annual dues requirements and deadlines set forth by the Board of Directors.  In addition, if a member has his/her/its membership in the National Funeral Directors Association revoked or suspended due to a violation of the Professional Conduct Code of the National Funeral Directors Association, the Board of Directors, by a may terminate or suspend that member’s membership in the Association. Whether or not the NFDA takes action against a member, the Association’s Board of Directors may terminate the Association membership of any member if the Board of Directors finds by majority vote that a member’s alleged conduct is not in compliance with the NFDA’s Professional Code of Conduct or any Professional Code of Conduct adopted by the Association.  The Board of Directors may also terminate the membership of an Association member if that member is found by the Montana Board of Funeral Service, or any other professional licensing board, to have violated the licensing laws of any state where the member is licensed as a mortician or other type of professional funeral service provider.

ARTICLE II

Board of Directors and Officers

Section 1. BOARD OF DIRECTORS. The power and authority of this Association shall be vested in a Board of Directors which shall consist of a President, Vice President, Secretary, Treasurer, Immediate Past President, Montana’s representative to the Policy Board of the National Funeral Directors Association and the District Governors from each of the Districts of the Association. The boundaries of the Districts shall be set by the membership at the annual membership meeting and may be altered year to year.

Section 2. OFFICERS. The Association’s Board of Directors shall have four designated Officers.  The Officers shall consist of President,, Vice President, Secretary, and Treasurer, and each Officer shall be elected by the membership of the Association at an annual membership meeting. Each of the Officers must be a member in good standing of the Association and, at the time of the election, be engaged primarily and actively as morticians in the state of Montana. Each Officer shall serve a one year term in the position into which he/she is elected, unless the Association membership reelects him/her into that position for consecutive terms. The Vice President shall automatically follow the President into the Presidency of the Association’s Board the year following his/her vice presidency. The year following each President’s presidency, that person shall serve on the Board of Directors in the non-Officer position of Immediate Past President. .

Section 3. ELECTIONS. The Officers, except for the President, shall be elected annually by the members present and voting at any annual membership meeting and shall serve from the adjournment of such annual meeting until the installment of members elected at next annual membership. . Installation of Officers shall occur at the annual convention at which they were elected or, in the alternative, at the next Board of Directors meeting following the election. The membership shall elect a President at the annual membership meeting, if, at the time of the meeting, there is no vice president who was previously elected by the membership.

Section 4.  NOMINATIONS. The Board of Directors shall, not less than thirty (30) days or not more than sixty (60) days prior to the annual membership meeting of the Association, nominate one or more members of the Association for the Board of Directors seats that need to be filled at the annual membership meeting.  . Additional nominations to any office, except for the incoming President if a vice president previously elected by the membership is then sitting on the Board of Directors, may be accepted from the floor of the annual membership meeting and the person receiving the largest number of votes for each office shall be declared elected to that office.

Section 5.  INTERIM OFFICER APPOINTMENTS. The Board of Directors shall appoint an Association member to fill out the term of any Officer in the event the Officer shall resign from the Board of Directors during his/her term or fail to perform his/her duties. In the event of a vacancy in the office of President or Vice President, the interim appointment shall be made, if at all possible, from the members then serving on the Board of Directors.

Section 6. NFDA POLICY BOARD MEMBER.  Montana’s Policy Board Representative to the National Funeral Directors Association (NFDA) has a three year term of service in that position and shall serve on the Board of Directors of the MFDA during said term. The purpose of the Policy Board member’s membership on the Association’s Board of Directors to act as   a conduit between NFDA and the Association, through providing reports to the Board of Directors and Association offices and sharing information on national issues and policies that affect Montana. Likewise, input on State matters will be provided to the Policy Board member to be communicated back to NFDA through the Policy Board Member’s participation in NFDA Policy Board meetings.  The Policy Board Member is a voting member of the MFDA Board of Directors.

Section 7. DISTRICT GOVERNOR.  The Association member firms and individual members residing in each District designated by the Board of Directors shall elect a District Governor for that District.  The elected District Governor for each district will sit as voting member on the Association Board of Directors and will is required to participate in meetings of the Board of Directors in the same manners as other members.  Each District shall hold an election for its District Governor every year at a District Meeting and report the results of that election to the Board of Directors through the Association office.  Each year served by a District Governor shall be considered a “term” and Districts may set term limits, but Districts are not required to set term limits for District Governors.  However, as set forth in Section 6 of this Article, below, the Association Board of Directors and Association membership may remove a District Governor from the Board of Directors.  A District Governor who is removed by the Board of Directors or membership is automatically removed as District Governor, and the District must thereafter elect another person to serve that District as District Governor.  In the event of a vacancy in the office of District Governor, the District in question shall, as soon as is practical, convene a special meeting of the members of said District, at the direction of the President of the Association, for the purpose of electing to the office a new District Governor. If, for any reason, such an election cannot be held, the President of the Association shall have the right to appoint an acting District Governor to serve until the next regular District election that results in an election of a new District Governor.

Section 8. REMOVAL FROM BOARD AND RIGHT TO APPEAL BOARD REMOVAL. Any member of the Board of Directors may be removed from the Board of Directors by a majority vote of the membership or 2/3 vote of the Board of Directors.  Any member of the Board of Directors removed by vote of the Board of Directors shall have the right to appeal to the Association membership within thirty (30) days of the vote removing him/her.  A special meeting of the membership shall be held within sixty (60) days of the board member’s appeal and may be conducted by teleconference or other live electronic means.

ARTICLE III

Duties of Officers and Members of the Board of Directors

Section 1. PRESIDENT.  The President shall preside over all meetings of the Association and the Board of Directors, at which he/she may present and execute and enforce strict obedience to the constitution, bylaws, rules, and regulations. The President shall have no vote except in the event of a tie when he/she shall be the deciding vote. The President, and his/her designees, shall have the power to sign Association checks. Immediately after being elected, the President shall appoint chairpersons to coordinate committees of the Board of Directors necessary for proper functioning of this Association. The President, or, at his/her Election, the Executive Director, shall make a report at each annual membership meeting detailing the state of the Association and the actions taken by the Association over the previous year.

Section 2. VICE PRESIDENT.  It shall be the duty of the Vice President to assist the President in the discharge of his/her duties and in case of absence, resignation, death, or inability of the President- to act, he/she shall act as President until a successor is thereafter elected by the Association membership.

Section 3. SECRETARY The Secretary shall attend all meetings of the Association and Board of Directors and shall be generally responsible for the recording and transcription of annual membership and Board of Directors meeting minutes and the supervision of records for all such meetings which shall become a part of the permanent records of the Association. At the annual meeting..

Section 4. TREASURER. The Treasurer shall attend all meetings of the Association and Board of Directors and shall be generally responsible for the supervision of the Associations finances and reporting on the Association finances at all such meetings. At the annual meeting, the Treasurer shall oversee any audit of the Association financial records and execute the final audit report on behalf of the Board of Directors.

Section 5. IMMEDIATE PAST PRESIDENT.  The Immediate Past President shall act as a mentor for the President and Officers during his/her one year term as Immediate Past President and is expected to attend all Board of Directors meetings.  The Immediate Past President shall also be appointed by the Board of Directors to the Trust Committee during his/her one year term as Immediate Past President and shall attend all Trust Committee meetings as the Board of Directors representative at those meetings. 

Section 6. EXECUTIVE DIRECTOR. An Executive Director, who need not be a member of this Association shall be selected by the Board of Directors, and his/her duties and compensation shall be determined by the Board of Directors.

ARTICLE IV

Meetings

Section 1. ANNUAL MEMBERSHIP MEETING.  The Association shall hold an annual membership meeting each year at such time and place as shall have been selected for the annual convention by the Board of Directors during the prior year, provided that the Board of Directors shall have the power to change the same on thirty (30) days written notice to the membership.  Written notice with regard to Board of Directors meetings and/or Association membership meetings is satisfied by correspondence sent by U.S. Mail, facsimile, email correspondence or similar electronic notification.

Section 2.  SPECIAL MEETINGS OF THE ASSOCIATION MEMBERSHIP. Special meetings of the Association membership shall be called by the President at the written request of ten (10), non-Board Member Association members. Written notice for the purpose thereof shall be given by the Secretary, or in lieu of the Secretary, by the Executive Director, to all members by written notice at least thirty (30) days before the meeting, and no other business than that specified in the meeting notice shall be transacted at such meeting. Five (5) members of the Board of Directors shall have the power to call special meetings of the Association on ten (10) days written notice to the membership.

Section 3.  BOARD OF DIRECTORS MEETINGS. The Board of Directors shall attempt to meet on a quarterly basis and must meet immediately after the annual convention at least twice per year outside of the annual convention to consider Association related matters and Association operation.  Board of Directors meetings may be called upon the request of the President and/or the Executive Director.  The Board of Directors may meet by conference call or other similar electronic means, provided twenty-four (24) hours’ written notice has been given to all board members or, in lieu thereof, all Board of Directors must participate in such conference call in order to constitute a quorum. If all Board members do not participate and the twenty-four (24) hours’ written notice was duly given, the Board member participants in the meeting shall constitute a quorum. Action on all such conference meetings shall become a part of the Associations minutes.

Section 4. QUORUM.  At any duly called meeting of the Board of Directors or the Association membership, those present shall constitute a quorum.

ARTICLE V

Member Dues and Association Financial Audit

Section 1. DUES STRUCTURE. The annual Association dues and dues structure shall be set by the Board of Directors and shall be subject to review at any annual Association meeting.

Section 2. SPECIAL ASSESSMENTS. Non-dues Assessments may be levied on all Association members by the Board of Directors on a unanimous consent of the Board and shall be levied on a basis to be determined by the Board of Directors at the time.

Section 3. ANNUAL DUES DEADLINE. Membership dues shall be due and payable to the Association offices on or before January 15 of each calendar year and shall be in payment for membership dues for that calendar year.  Special assessments shall be due to the Association offices on the date set by the Board of Directors.

Section 4. DUES IN ARREARS. Members who do not pay their dues within thirty (30) days from the time the sum became due, shall be notified by the Treasurer or the Executive Director, and, if payment is not made by the member within the next succeeding thirty (30) days, the member shall automatically be terminated as an Association member until full payment of dues for that calendar year is made to the Association offices, unless, as to any particular member in arrears, the Board of Directors considers the termination and determines otherwise. Once a member has paid the full amount of membership dues for that calendar year, that member may, at the discretion of the Board of Directors, be reinstated as a member during the calendar the dues payment was made.

Section 5. AUDIT.  In the Interest of the financial health of the Association the President along with the Executive Director will schedule a financial audit of the Association when determined necessary by the Board of Directors. An audit shall be conducted of the association in any year that an Association Executive Director departs from the Association. The results of any audit conducted will be made available to the membership at the next General membership meeting.

ARTICLE VI

Voting

At all membership meetings of the Association, all member firms as set forth in Article 1, Section 1, shall be entitled to two (2) votes and said votes shall be cast by the individual(s) designated as duly authorized representative(s) of that firm and must be present in person at the membership meeting in order for his/her vote can be cast and counted.  Individual and retired members shall be entitled one (1) vote each at any membership meeting.  At any Board of Directors meeting, all Board members shall have one vote, except for non-voting members who shall not vote at the meetings.  All votes at any Board of Directors or membership meeting shall be by majority decision of the voting quorum present at any such meeting, except as otherwise set forth in these bylaws.

ARTICLE VII

Permanent Trust Committee of the Association

The Association is the sole shareholder of the Montana Funeral Service, Inc., which does business as and administers the Montana Funeral Directors Association Funeral Trust (Trust). The Association, through the Montana Funeral Service Inc., has the power to hire and fire the financial trustee and co-administrators of the Trust.  The Association shall oversee the administration of the trust through its Trust Committee, which Trust Committee also serves as the Board of Directors for the Montana Funeral Service Inc.  The Trust Committee shall report to the Associations Board of Directors on an annual basis and shall meet at least on a quarterly basis, and all such meetings may be conducted by teleconference.  One Trust Committee meeting per year shall be considered the annual meeting of the Trust Committee.  The annual meeting shall occur prior to the annual membership meeting of the Association.  The Trust Committee shall be made up of at least three past Association Officers who own or are employed by Montana based firms who maintain at least one account with the Trust, plus the immediate past President of the MFDA Board, all of whom shall be voting members, along with the MFDA Executive Director, who shall be a non-voting member.  The voting Trust Committee members shall be appointed and removed at the discretion of and by majority vote of the Board of Directors.  Each year at its annual meeting, the Trust Committee shall appoint a Chair from the voting members, which may remain the same from year to year.    The Secretary shall be the Association’s Executive Director, who will keep Trust meeting minutes. The Secretary shall be responsible for setting the date of Trust meetings, drafting Trust meeting agendas, obtaining and providing Trust administration related documentation and information to members in advanced of Trust meetings and ensuring that Trust Committee Members receive notice of Trust meetings. The Immediate Past President of the Board of Directors shall provide regular reports of Trust Committee meetings to the Association’s Board of Directors at meetings of the Board of Directors.

ARTICLE VIII

Amendment

The Bylaws may be amended or altered at any regular membership meeting of the Association by a majority vote of those present and voting.  Such amendments to be considered by the Association membership at a membership meeting must be submitted to the membership in writing not less than thirty (30) days prior to the membership meeting.