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;
2.1.2    To provide the opportunity for the exchange of information through discussion, study and publications;
2.1.3    To conduct or participate in meetings and conferences of interest to funeral directors and others within the profession;
2.1.4    To develop and encourage the practice of high personal and professional conduct among funeral directors;
2.1.5    To establish and maintain good relations between members and other funeral directors, and the people in their respective communities;
2.1.6    To provide funeral directors with information, counsel and assistance on all matters relating to the practice of funeral directing consistent with the public interest;
2.1.7    To cooperate with other groups or individuals in or related to the practice in the common endeavor to advance funeral service as a profession;
2.1.8    To increase the ability of independent funeral homes to compete with the class of publicly-owned funeral homes.


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 International; and four of which are non-voting:  Auxiliary, Supplier, Emeritus and Academic. There shall be a separate, non-voting classification for Members Not in Good Standing.
3.1.1    Regular Membership: the single funeral home location designated by management as their primary business location.  Within the classification of Regular Membership shall be two sub-classes, Exclusive and Non-Exclusive as defined by the board from time to time.
3.1.2    Affiliate Membership: additional funeral home locations with the same ownership as the main location.
3.1.3    International Membership: funeral establishments located outside the United States and Canada.
3.1.4    Auxiliary Membership: individuals formerly affiliated with OGR member firms who are no longer participating in the funeral profession.
3.1.5    Supplier Membership: any person or firm engaged in selling products or services to OGR members.
    
3.1.6    Emeritus Membership: person who has made an extraordinary contribution to the advancement of the purposes of OGR in the opinion of and by unanimous vote of the Board.
3.1.7    Academic Memberships:
    
3.1.7.1    Student Membership: mortuary science students
3.1.7.2    Educator Membership:  non-member educators, researchers, and academics engaged in the study, but not the practice of mortuary science.
3.2    Eligibility.
    
3.2.1    Regular, Affiliate and International Memberships.  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.
3.2.1.1    Membership in OGR shall generally be limited to entities which are independently owned. Entities that may be excluded from membership in OGR, at the sole discretion of the OGR Board of Directors, include:
•    Entities that are publicly held (i.e., firms in which interests are traded on an established securities market) or whose management or control is in or by such publicly held entities, or persons affiliated with such entities.
•    Entities in which management control is held by a private equity firm or firms (i.e., firms which, through their own capital or capital raised from investors, invests in companies not publicly held).
3.2.1.2    All eligible locations that are owned and managed by the same firm within 100 miles from the main member firm may be considered for and be brought into membership as Affiliate members. Volume shall be computed by totaling the number of cases in all locations, provided that any location refused membership or not eligible for membership shall not be included in the computation.

3.2.2    Auxiliary Membership. Individuals eligible for Auxiliary membership include the following: 1) any retired principal of an OGR member firm who has sold or otherwise disposed of his/her interest in that member firm; 2) the spouse of a deceased principal of an OGR member firm; or 3) any person who is a retired employee of a current or former OGR member firm, provided that such persons are no longer actively participating in the funeral profession.
    
3.2.3    Supplier Membership. Membership in OGR will include entities offering products, services or consultation to OGR members.  Those directly or indirectly affiliated with any OGR Regular, Affiliate or International member as defined in Section 3.1 may be excluded from membership in OGR, as the sole discretion of the OGR Board of Directors.
    
3.2.4    Academic Memberships.
    
3.2.4.1   Student membership in OGR will include all students of mortuary science at accredited colleges, universities or accredited trade schools. Eligibility ceases when the student graduates.
3.2.4.2  Educator membership in OGR will include all current faculty of mortuary science at accredited colleges, universities or accredited trade schools.

3.2.5    Regardless of ownership, management, control, employment or affiliation status of an applicant, membership may be denied at the sole discretion of the Board of Directors if it determines an applicant’s business and service objectives are inconsistent with OGR’s objectives as set forth in Article II. This section applies to all members.

3.2.6    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. Regular, Affiliate and International members seeking exclusive membership status, as defined by the Board of Directors, will adhere to procedures described in OGR’s Organizational Policies.

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 and 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.
    
5.6.1    Proxy voting.  A member may not appoint a proxy vote or otherwise act for the member by signing an appointment form either personally or by attorney-in-fact.


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


6.1    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.

6.1.4    Board Qualifications.  Members of the Board of Directors will be limited to persons who are members in good standing and have an ownership interest in, or are employees of, an OGR member firm.  Further, it shall be a qualification of OGR Board membership that he/she not be a principal, employee or under a personal service contract to a firm disqualified from membership by Article III, Section 3.2.2 of OGR’s Bylaws.

6.1.5    Vacancies and Removal. The Board of Directors shall fill any vacancy occurring on the Board of Directors between Annual Meetings.  A Director so appointed to fill a vacancy shall serve the unexpired term of his/her predecessor.  The Board of Directors may, at its discretion, by affirmative vote of two-thirds of those Board members present and voting, remove any Director for failure to properly execute his/her fiduciary responsibilities.
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.
    
6.2    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, With the exception of the Secretary-Treasurer, no elected Officer shall be eligible for re-election to the same office until at least one (1) year has elapsed. The Secretary-Treasurer shall have no term limit.

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:

a)    President: The President shall preside over the meetings of the Board of Directors and the Annual Meeting of the membership.

b)    President-Elect: The President-Elect shall perform the functions of the president in his/her absence.

c)    Secretary-Treasurer: The Secretary-Treasurer shall be responsible for the preparation and retention of the minutes of the meetings, review the financial status of the Association, and shall report to the Board of Directors its financial status at all regular meetings of the Board.  The Secretary-Treasurer may delegate any portion of his/her duties to qualified personnel. Election to the office of Secretary-Treasurer does not ensure election to higher office within OGR.

No Officer of OGR shall have the power to bind OGR unless specifically authorized to do so by the Board of Directors.

d)   Immediate Past-President: The Immediate Past President remains an officer and director for one year following his/her term as President and chairs the Nominating Committee

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.  

7.3    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

12.1    Fiscal Year Definition.  The fiscal year for OGR shall begin on January 1st of each year and end on December 31st of the same year.

12.2    Annual Budget.  Each year, prior to the beginning of the fiscal year, the Board of Directors shall adopt a budget for the ensuing fiscal year, which may be amended from time to time.

12.3    Control of Funds.  All funds, whether membership dues or other revenues derived from OGR programs or activities, shall be held for safekeeping and disbursement as directed by the Executive Director or the Board of Directors, pursuant to these Bylaws and Financial Plan of OGR then in effect.

12.4    Definition of “Good Standing.”  As used in these Bylaws, the phrase “good standing” is defined as being current in all financial obligations (dues and purchases) and consistently upholding the Standards of Ethical Conduct, contra: a Member Not in Good Standing, 3.1.8.  

12.5    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.

12.6    Effective Date and Amendments.  These Bylaws including all amendments approved by resolution of the Board of Directors duly adopted on November, 3 2007, and as otherwise ratified and confirmed in all respects by such resolution, shall be effective as of February 7, 2010.  Thereafter, these Bylaws may be altered, amended, or repealed by a two-thirds favorable vote of the members of the Board of Directors and two-thirds of the votes cast by members. Amendments to these Bylaws shall become effective after adoption by the Board of Directors and subsequent approval by the membership, as amended February 7, 2010.  As approved with amendment in Annual Business Meeting, April 24, 2010. As approved with amendment in Annual Business Meeting April 27, 2013. As approved in amendment in Annual Business Meeting March 29, 2014.

Revised March 29, 2014/Approved by membership
March 29, 2014.