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Manufacturers Association

Printable Bylaws

Revised Effective September 23, 1991

Article I

Article II 

The primary purpose of the Wilbert Manufacturers Association is to be the representative voice of the members of the Association.  Further purposes of the Wilbert Manufacturers Association are to disseminate information among its members concerning the manufacture, sale and servicing of Wilbert burial vaults and products; to interchange merchandising ideas; to promote research and scientific activities and improvements in the manufacture of Wilbert burial vaults and products; to encourage lawful trade practices among its members; to promote friendship and good will among its member; and in general to conduct such business of the Association in conformity with the specific powers herein granted.

Article III

Article IV

b.  Associate Members.  Any sub-licensee of a regular member shall be an associate member.  A sub-licensee is any person, firm or corporation who manufactures and sells Wilbert burial vaults and products under a sub-license agreement with a regular member.

Section 4 - Voting Rights

a.  Officers and Directors.  Each regular member shall be entitled to one vote for each Wilbert License Agreement in which such a member is a licensee for each Director to be elected from the District, in which such member's territory is located, as prescribed in Article VI, Section 2 hereof.

Voting shall be noncumulative.

Such Directors shall be elected by a majority of the votes cast by written ballot at the Annual (Spring) Meeting of each District as provided in Article V, Section 7 hereof.

All officers shall be elected by the Board of Directors from their own number.

b.  All Other Matters

On all other matters, including amendments to the Charter, and Bylaws and the levying of dues and assessments submitted to a vote of the members, one ballot shall be cast by each regular member present and such regular member shall be entitled to one vote for each Wilbert License Agreement in which such member is a Licensee.  Said ballot shall be taken either via voice, standing, or written ballot, as directed by the President.

All matters submitted to vote pursuant to this section must be passed by a majority of the votes cast.

Section 5 - Termination of Membership.  Membership in the Association shall cease upon the termination of any regular member's license agreement with Wilbert, Inc. and upon the termination of any associate member's sub-license agreement with a regular member.

The members present at any annual meeting may, be majority vote as provided in Article IV, Section 4, suspend or expel a member for cause after an appropriate hearing.  The Board of Directors may terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues as provided in Article XI of these Bylaws.  Termination of membership for whatever cause, shall terminate each member's rights and such members shall receive no compensation whatsoever for the surrender of the membership herein.

Section 6 - Transfer of Membership.  Membership in this Association is not transferable nor assignable.

Where a member is a corporation, its membership shall cease upon the change in ownership of the corporate stock from the stockholders who were such at the time the corporation because a member of fifty per cent or more of the voting corporate stock of such member corporation unless written consent to such change is first had and obtained from the Board of Directors of this Association.  The provisions of this section shall not apply where the change in ownership of corporate stock is simply a change in the proportion of shares held by existing stockholders.

Article V

Meetings of the Members

Section 1 - Annual Meeting.  The annual meeting of the Association shall be held at such time and place either within or without the State of Illinois as may be selected by the Board of Directors.

Section 2 - Special Meetings.  Special meetings of the members of the Association may be called by the President or the Board of Directors

Section 3 - Quorum.  Fifty (50) regular members shall constitute a quorum for the transaction of business.

Section 4 - Proxies.  At any meeting of the members, whether District of Annual Meetings of the membership, a member entitled to vote may vote either in person or by proxy executed in writing by the member

Section 5 - Order of Business.  Order of business at the annual meeting of the members of the Association shall be:

Roll call

Reading of minutes of previous meetings

Reports of Officers and Committees

Unfinished business

New business

Induction into office of newly elected Directors

Adjournment

Section 6 - Attendance at Meetings.  No one not a member of the Association or an attorney-in-fact under a proxy, as provided in Section 4, shall be allowed to attend any regular, special or District meeting without the permission of the Chairman of the meeting.

Section 7 - District Meetings.  Each District as defined in Article VI, Section 2 hereof, shall hold an Annual (Spring) Meeting of regular members whose territory under the Wilbert License Agreement is located in such District between January 1 and June 30 of each year for the transaction of such business as may come before the meeting, and at such meeting shall elect a Director to serve on the Board of Directors of the Association in accordance with Article VI hereof whenever the term of the Director serving from that District shall expire in the year in which such District Meeting is held or whenever

A copy of the minutes taken at the Annual District Meetings shall be forwarded within thirty (30) days after the adjournment of such Meeting to the Secretary of the Association and it shall be the duty of the Secretary of the Association to notify all its members of any Director elected at any Annual or Special District Meeting where a Director has been so elected.

ARTICLE VI

BOARD OF DIRECTORS

Section 1 - General Powers.  The affairs of the Association shall be managed by the Board of Directors.

Section 2 - Number, Tenure and Qualifications.  Directors must be regular members but need not be residents of the State of Illinois.  No member may be reelected to the Board of Directors until one (1) year shall have elapsed after the termination of two successive three (3) year terms as a Director unless he/she shall have previously served only to fill out the unexpired terms of a vacated Director.

Every Director elected by his/her District as provided in Article V, Section 7, shall be installed at the Annual Meeting of Members next succeeding the District Meeting at which time such Director was elected and his/her term of office shall begin at the adjournment of such Annual Meeting of Members and he/she shall serve until the termination of the next succeeding Annual Meeting of Members.

For the purpose of the election of Directors the United States, Canada, and Mexico shall be divided into Ten (10) Districts.  The Territorial boundaries of such Districts shall be as follows:

District 1:

New England States and Provinces of Quebec, New Brunswick and Nova Scotia

District 2:

New York

District 3:

Eastern Pennsylvania, Maryland, Delaware, Virginia, District of Columbia and New Jersey

District 4:

Western Pennsylvania, Ohio, and West Virginia

District 5:

Tennessee, North Carolina, South Carolina, Mississippi, Alabama, Georgia, and Florida

District 6:

Michigan (except the Upper Peninsula), and the Province of Ontario

District 7:

Illinois, Indiana, Kentucky and City of St. Louis, Missouri

District 8:

Washington, Montana, North Dakota, Minnesota, Wisconsin, Upper Peninsula, Michigan and the Provinces of Manitoba, Saskatchewan, Alberta, and British Columbia

District 9:

Oregon, Idaho, Wyoming, South Dakota, Nebraska, and Iowa

District 10:

California, Nevada, Utah, Arizona, Colorado, New Mexico, Kansas, Oklahoma, Texas, Missouri (except the City of St. Louis), Arkansas, Louisiana, and Mexico

Each District shall hereafter adopt the number above designated in references to such District and the members having their places of business therein shall organize in such manner as they deem fit.

The number of Directors shall be ten (10): one (1) Director shall be elected from each of the ten (10) Districts.  At the 1991 Annual Meeting of members, the Directors from Districts 2, 4, 5 and 10 shall be installed for a term of three (3) years; at the Annual Meeting of the members held in 1992 the Directors from Districts 1, 3 and 8 shall be installed for a term of three (3) years; and at the Annual Meeting of members held in 1993 the Directors from Districts 6, 7 and 9 shall be installed for a period of three (3) years.  Thereafter, each elected Director shall serve for a term of three (3) years.  In the event of a vacancy the District from which the vacated Director shall have come shall fill such vacancy by electing a director to fill out the unexpired term by a special meeting called for that purpose.

All Directors shall serve serve until their successors are elected and duly qualified to act.

Section 3 - Regular Meetings.  A regular meeting of the Board of Directors shall be held without notice, other than this Bylaw, in conjunction and with at the same place as the Annual Meeting of members.  The Board of Directors may provide by resolution the time and place, either within or without the State of Illinois, for the holding of regular meetings of the Board of Directors without other notice than such resolutions.

Section 4 - Special Meetings.  Special meetings of the Board of Directors may be called by the President or any two Directors.

Section 5 - Notice.  Notice of any special meeting of the Board of Directors shall be given at least ten days previously thereto by written notice delivered personally or sent by mail to each Director at his address as shown by the records of the Association.  Any Director may waive notice of any meeting.  The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.

Section 6 - Quorum.  A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided, that if less than a majority of the Directors are present at any meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 7 - Manner of Acting.  The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by law or by these Bylaws.

Section 8 - Removal.  Should any Director fail to attend three consecutive regular or special meetings of the Board of Directors he may, by a vote of the District at a special meeting called for that purpose, be removed from office as a Director in which case the vacancy shall be filled as provided in Article VI, Section 2 hereof.

ARTICLE VII

OFFICERS

Section 1 - Officers.  The officers of the Association shall be a President, Vice-President, Treasurer and Secretary and such other assistant officers as may be elected by the Board of Directors.  Any two or more offices may be held by the same person except of offices of President and Secretary.  All officers except the assistant officers shall be members of the Board of Directors and shall be elected by the Board of Directors.

Section 2 - President.  The President shall preside over all meetings of the Association and of the Board of Directors and shall have general supervision of the affairs of the Association.  He/She shall be an ex-officio member of all standing committees and special committees.  He/She shall appoint all committees, unless otherwise ordered by the Association.  He/She shall also have power to call special meetings of the Association at any time by giving each member of the Association at least ten days' written notice thereof, but no business shall be transacted at such special meetings other than that specified in the notice.

Section 3 - Vice-President.  It shall be the duty of the Vice-President to assist the President in the discharge of the duties of his/her office and to perform such duties assigned to him/her by the Board of Directors.  In the event of the resignation, death or inability of the President to act, the Vice-President shall act as President until the next Annual Meeting of the Board of Directors.

Section 4 - Secretary.  It shall be the duty of the Secretary to keep a roll of all members; he/she shall give notice of all business meetings and attend and act as Secretary at all meetings of the Board of Directors and of the Association.  He/she shall be the custodian of all the property of the Association.  The Secretary, with approval of the Board of Directors, may delegate to the Executive Director such duties as deemed appropriate.

Section 5 - Treasurer.  The Treasurer shall keep an accurate and detailed account of all receipts and expenditures and shall report at each regular Annual Meeting the receipts and expenditures since the last Annual Meeting together with the amount of funds on hand.  He/She shall at the expiration of his term of office or his/her resignation or removal therefrom turn over all the funds, books and other property belonging to the association in his/her possession to his/her successor in office.  He/She shall furnish satisfactory bond.  The Treasurer, with the approval of the Board of Directors, may delegate to the Executive Director such duties as deemed appropriate.

Section 6 - Committee.  The President shall appoint following the Annual Meeting, standing committees to be known as the Nominating Committee and the Executive Committee, and any other committees deemed necessary for the benefit of the Association.  Each committee shall transact such business as referred to it by the President or Directors.  They shall take no final action on a matter unless specifically given authority for such action.

ARTICLE VIII

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 1 - Contracts.  The board of Directors may authorize any officer or officers, agent or agents of the Association , in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver and deliver any instrument in the name of the Association and such authority may be general or confined to specific instances.

Section 2 - Checks and Drafts.  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent, or agents of the Association and in such manner as shall from time to time de determined by resolution of the Board of Directors.  in the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or Vice-President of the Association.

Section 3 - Deposits and Funds.  All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select.

Section 4 - Bonding of Officers and Employees.  Any officer, employee or agent of the Association or any of its subsidiaries, who handle funds or valuable papers or documents of the Association, shall be adequately bonded.

ARTICLE IX

EXECUTIVE DIRECTOR

The Board of Directors may appoint, annually, an Executive Director to manage the affairs of the Association, subject to the Board's directives.  The Executive Director shall be a non-voting member of the Board of Directors, and shall act solely in the best interest of the Association, and the majority of its membership, not being an employee, agent, spokesperson or representative of any allied group, licensor or district.

ARTICLE X

FISCAL YEAR

The fiscal year of the Association shall begin on the first day of January and end on the last day of December of each year.

ARTICLE XI

FEES AND DUES

Section 1 - Initiation Fee.  There shall be no initiation fee for membership in this Association.

Section 2 - Regular Dues.  Regular members shall pay monthly dues as may from time to time be determined by the members.  The basis for determination of the dues shall be an assessment against each member upon the number of WILBERT burial vaults and products sold by such member in the preceding month and shall not exceed the sum of Thirty Cents ($0.30) for each vault sold without action of the members as provided in Section 3 of this Article.

Section 3 - Special Dues & Assessments.  Any dues in excess of those provided for in Section 2 above may be levied only by a majority vote of the regular members as provided in Article IV, Section 4b of these Bylaws.

ARTICLE XII

SEAL

The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Association and the words "corporate seal, Illinois".

ARTICLE XIII

WAIVER OF NOTICE

Whenever any notice whatever is required to be given under the provisions of the General Not For Profit Corporation Act of Illinois, or under the provisions of the Articles of Incorporation or Bylaws of the Association, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XIV

INDEMNIFICATION AND INSURANCE

Section 1 - Indemnification.  The Association shall indemnify each person who is or was a director, officer, employee or agent of the Association (including the heirs, executors, administrators or estate of such person) or is or was serving at the request of the Association as a director, officer, employee or agent of the Association who was or is a party or is threatened to be made a part to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer, employee or agent of the Association if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Association and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Any indemnification as mentioned above (unless ordered by a court) shall be made by the Association only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the above paragraph.  Such determination shall be made (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directors, by independent legal counsel in a written option, or (c) by the Association membership.

Upon any such determination that such indemnification is proper for any director, officer, employee or agent of the Association, he or she be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith.

The indemnification obligation of the Association set forth herein shall not be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which any party may be entitled under any contract, agreement, vote of the membership or disinterested directors or otherwise, both as to action in his or her official capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 2 - Insurance.  The Association may purchase and maintain insurance at its expense, to protect itself and any such person against any such liability, cost, payment or expense whether or not the Association would have the power to indemnify such person against such liability.

ARTICLE XV

AMENDMENT TO BYLAWS

The Bylaws may be altered, amended, repealed or substituted and new Bylaws may be adopted by a proposal for such alternation, amendment, repeal or substitution in writing signed by ten (10) regular members or a majority of the Board of Directors and which proposal shall thereupon be read at the next regular meeting of members or at a special meeting of members called for that purpose, and if at such meeting the proposal received a majority vote in favor of such alteration, amendment, repeal, or substitution, in accordance with the method of voting set forth in Article IV, Section 4b, the said proposal shall thereupon be adopted.

Prior to the meeting at which the proposal for such alteration, amendment, repeal, or substitution is made, sixty days' notice in writing shall be given to the regular members of the Association setting forth the proposed change or changes.  Any change made in the proposal for the alteration, amendment, repeal or substitution of the Bylaws may be made at such regular or special meeting upon the majority vote of the members present, in accordance with Article IV, Section 4b.

WILBERT MANUFACTURERS ASSOCIATION