46 Jones Road, Falmouth, Massachusetts 02540, United States
BY-LAWS AND REGULATIONS
BY-LAWS
ARTICLE FIRST
Members
Section 1. Members: Members are those persons who purchase lots in the Corporation’s cemetery or are qualified heirs of the original lot owners.
Section 2. Annual Meeting: The annual meeting of the members shall be held on the second Wednesday of May in each year (or if that be a legal holiday in the place where the meeting is to be held, on the next succeeding full business day) at the hour fixed by the Board of Directors or the President and stated in the notice of the meeting. The purposes for which the annual meeting is to be held, in addition to those prescribed by law, by the Articles of Organization or by these By-Laws, may be specified by the Board of Directors or the President. If no annual meeting is held in accordance with the foregoing provisions, a special meeting may be held in lieu, thereof, and any action taken at such meeting shall have the same effect as if taken at the annual meeting.
Section 3. Special Meetings: Special meetings of the members may be called by the President or the Board of Directors at the direction of either. Any other officer may call a meeting upon written application signed by at least three members entitled to vote at a meeting.
Section 4. Place of Meetings: All meetings of members shall be held at the principal office of the corporation or Zoom unless a different place (within the United States) is fixed by the Board of Directors or the President and stated in the notice of the meeting.
Section 5. Notices: Notice of any meeting of members shall be given by publication of a notice, stating the place, day and hour of the meeting, in a newspaper published in or having general circulation in the Town of Falmouth, at least two weeks before the meeting. Notice of all meetings shall state the purposes for which the meetings are called.
Section 6. Quorum: At any meeting seven members shall constitute a quorum for the transaction of business.
Section 7. Voting and Proxies: Each member shall have one vote for each lot (regardless of the number of grave sites in the particular lot) that he or she (or that his or her family) owns according to the records of the Corporation. Members may vote either in person or by written proxy dated not more than six months before the meeting named therein. Proxies shall be filed with the Secretary before being voted at any meeting. A proxy with respect to a lot held in the name of two or more persons shall be valid if executed by one of them unless at or prior to exercise of the proxy the Corporation receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a member shall be deemed valid unless challenged at or prior to its exercise.
Section 8. Action of Meeting: When a quorum is present, the action of the members on any matter properly brought before the meeting shall be decided by a majority of the members present or represented and entitled to vote and voting on such matter. Any election by members shall be determined by a majority of the votes cast by the members entitled to vote at the election. If no candidate shall receive a majority on the first ballot, the second ballot shall be a runoff between the two candidates receiving the most votes on the first ballot.
ARTICLE SECOND
Board of Directors
Section 1. Powers: The Board of Directors, subject to any action at any time taken by such members as then have the right to vote, shall have the entire charge, control and management of the Corporation, its property and business and may exercise all or any of its powers.
Specifically, the Board of Directors shall fix the price of burial lots and services, and direct and control the care, maintenance, and improvements to the cemetery grounds.
The Board of Directors shall appoint a Superintendent, not a member of the Board, who shall report to the Operations Director, to manage, under the Operation Director’s direction, the sale and conveyance of burial lots and services, immediate care of the cemetery grounds and such other duties as the Operations Director may delegate to him or her, which are not inconsistent with the Articles of Organization or these By-Laws, for which he or she shall receive such compensation as the Board of Directors shall determine.
Section 2. Election: A Board of Directors of such number, not less than seven, nor not more than fifteen of members, as shall be fixed by the members, shall be elected by the members at the annual meeting.
Section 3. Eligibility of Directors: The working Board of Directors devote time and effort to building and sustaining the Oak Grove Cemetery Association.
Prospective candidates choosing to apply for a seat should have adequate interests, or experience and skills in one or more of the following areas:
1) Communications (social media, web technology, media representation, writing)
2) Education and outreach.
3) Strategic planning.
4) Non-profit structure, organization, and financial management.
5) Fund-raising.
6) Genealogy and history.
7) Gardening, horticulture, landscape design, or landscape operations.
8) Business Operations.
9) Sales and Marketing.
All Directors are expected to have appropriate computer and email skills and attend regular monthly board meetings.
All Directors are expected to regularly participate in meetings, activities and events.
Section 4. Board Application: All prospective Directors must complete an Oak Grove Cemetery Association Board Application, participate in an interview with designated Board Directors, and attend a Board Meeting.
Members of the Board of Directors are not required to be members of the corporation. However, Board Officers are required to be members of the corporation.
Section 5. Vacancies: Any vacancy at any time existing in the Board may be filled by the Board in any meeting.
Section 6. Tenure: Except as otherwise provided by law, by the Articles of Organization or by the By-Laws, Board of Directors shall hold office until the next annual meeting of members and thereafter until their successors are chosen and qualified.
Any Director who has served for ten years or more, upon retiring from the Board, shall become an honorary member of the Board, with the right to attend Board meetings without the right to vote.
Any retired Director may participate in Board committees and projects.
Any Director may resign by delivering his or her written resignation to the Corporation at its principal office or to the President or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.
Section 7. Removal: A Director may be removed from office:
(a) with or without cause by vote of the majority of the members entitled to vote in the election of the Board of Directors, or
(b) for cause by vote of the majority of the Board of Directors then in office.
A Director may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him or her.
Section 8. Board of Directors Meeting: Immediately after each annual meeting of the members, or the special meeting held in lieu thereof, and at the place thereof, there shall be a meeting of the Board of Directors. Regular meetings of the Board of Directors may be held at such times and places as shall from time to time be fixed by resolution of the Board, and no notice need be given of regular meetings held at times and places so fixed.
Special meetings of the Board of Directors may be called by the President or by the Secretary or by any two Board of Directors.
Section 9. Quorum: At any meeting of the Board of Directors, a majority of the number of Board of Directors required to constitute a full Board, as fixed in, or determined pursuant to these By-Laws as then in effect, shall constitute a quorum for the transaction of business.
Section 10. Action at Meeting: At any meeting of the Board of Directors at which a quorum is present, the action of the Board of Directors on any matter brought before the meeting shall be decided by the vote of the majority of those present and voting, unless a different vote is required by law, the Articles of Organization, or these By-Laws.
Section 11. Special Action: Any action by the Board of Directors may be taken without a meeting if a written consent thereto is signed by all the Board of Directors and filed with the records of the Board of Director’s meetings. Such consent shall be treated as a vote of the Board of Directors for all purposes.
Section 12. Committees: The Board of Directors may elect executive or other committees in addition to standing committees and may delegate thereto some or all their powers except those which by law, the Articles of Organization, or these By-Laws are prohibited from delegating.
Standing committees are established by the vote of the Board of Directors and are as follows:
1) Finance / Investments
2) Grounds
3) Annual Appeal
4) Communications
5) Historic
6) Events
ARTICLE THIRD
OFFICERS
Section 1. Enumeration: The officers of the corporation shall be a President, a Secretary, a Treasurer and such Vice Presidents, Assistant Treasurers, Assistant Secretaries, and other officers as from time to time be determined by the Board of Directors.
Section 2. Election: The President, Treasurer, and Secretary and other officers (if any) shall be elected annually at the annual meeting of the members, or the special meeting held in lieu thereof.
Section 3. Qualifications: All officers must be members of the Corporation. The Secretary shall be a resident of Massachusetts unless the Corporation has a resident agent appointed for the purpose of service of process. Any officer may be required by the Board of Directors to give bond to the Corporation for the faithful performance of his or her duties in such amount and with such sureties as the Board of Directors may determine. All Officers are expected to regularly participate in activities and events. All Officers are expected to regularly participate in meetings, activities and events.
Section 4. Tenure: Except as otherwise provided by law, by the Articles of Organization or by these By-Laws, the President, Treasurer and Secretary and other officers shall hold office until the next annual meeting of the members or the special meeting held in lieu thereof, and thereafter until successors are chosen and qualified. Any officer may resign by delivering his or her written resignation to the Corporation at its principal office or to the President or Secretary, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.
Section 5. Removal: The Board of Directors may remove any officer with or without cause by a vote of the majority of the entire Board of Directors then in office; provided that an officer may be removed for cause only after reasonable notice and opportunity to be heard by the Board of Directors prior to action thereon.
Section 6. President: The President when present shall preside at all meetings of the members and the Board of Directors. It shall be his or her duty and he or she shall have the power to see that all orders and resolutions of the Board of Directors are carried into effect. The President, as soon as reasonably possible after the close of each fiscal year, shall submit to the Board of Directors, a report of the operations of the Corporation for each year and a statement of its affair and shall from time-to-time report to the Board of Directors all matters within his or her knowledge which the interests of the Corporation may require to be brought to their notice. The president shall perform such duties and have such powers additional to the foregoing as the Board of Directors shall designate.
Section 7. Vice President: In the absence or disability of the President, his or her powers and duties shall be performed by the Vice President, if only one, if more than one, by the one designated for the purpose by the Board of Directors. Each Vice President shall have such other powers and perform such other duties as the Board of Directors shall from time to time designate.
Section 8. Treasurer: The Treasurer shall receive all monies paid to the Corporation and shall pay, as instructed by the Board of Directors, all sums voted to be expended or appropriated by the Corporation. The Treasurer shall keep a full and accurate account of all monies received and expended and shall give the Corporation a monthly and an annual statement of its funds, with a full report of the receipts and disbursements for the year.
Section 9. Assistant Treasurer: In the absence or disability of the Treasurer, his or her powers and duties shall be performed by the Assistant Treasurer, if only one, or, if more than one, by the one designated for the purpose by the Board of Directors. Each Assistant treasurer shall have such other powers and perform such other duties as the Board of Directors shall from time to time designate.
Section 10. Secretary: The Secretary shall keep an accurate record of all meetings of the members and the Board of Directors and all transactions of the Corporation and shall be responsible for ensuring the timely publication of all notices of meetings.
Section 11. Assistant Secretaries: In the absence of the Secretary, the Assistant Secretary, if one be elected, shall perform the duties of the Secretary. Each Assistant Secretary shall have such other powers and perform such other duties as the Board of Directors may from time to time designate.
ARTICLE FOURTH
Rules and Regulations
Section 1. Interments - General:
A. The Board of Directors reserves the right to refuse interment in any lot and to refuse to open any burial space for any purpose, except in written application of the lot owner of record.
B. The Board of Directors reserves the right to make an interment of any member of the immediate family of any one of the several owners of a lot upon written authorization. No other person may be interred in any plot without the consent of a majority of the living owners of a lot, all such living owners having been notified.
C. When instructions regarding the location of an interment space in a lot cannot be opened where specified, the Superintendent may, at his or her discretion, open such space in such location in the lot as he or she deems best and proper, so that the funeral may not be delayed. The Board of Directors or the Superintendent shall not be liable for any error so made.
D. All interments, dis-interments, and removals shall be subject to such charges as may be fixed by the Board of Directors.
E. All interments, dis-interments, and removals shall be made subject to the orders of the properly constituted governmental authorities concerned, and with the knowledge and approval of the Board of Directors and by their agent.
F. Interments, dis-interments, and removals on Sundays and holidays are not allowed, except under special conditions which must be approved by the Superintendent. When such services are necessary, they shall be subject to special additional charges. Any additional charge shall also be made when the time of arrival of a funeral necessitates payment of overtime labor.
G. Removal of a body or cremated remains by the heirs or any removal contrary to the expressed or implied wish of the original lot owner is absolutely forbidden.
H. Only human remains may be interred in the Corporation’s cemetery.
I. All interments are subject to suitable weather conditions and the availability of essential staff.
Section 2. Casket Interments:
A. Every casket interment except for infants shall be made in a vault or liner made of concrete.
B. A licensed funeral director must be present at all casket interments.
C. Forty-eight hours’ notice must be given to the Superintendent prior to any interment and at least on weeks’ notice must be given for a dis-interment.
D. Once a casket containing a body is within the confines of the cemetery, no funeral director, or his or her embalmer, assistant, employees, or agent shall be permitted to open the casket or touch the body, without the consent of the legal representatives of the deceased or without a court order.
Section 3. Cremation Interments:
A. Burial of any cremated remains must meet all the criteria for a body burial except that no casket or liner are required.
B. A licensed funeral director or cemetery representative must be present at all cremation burials.
C. Designated family representatives or a licensed funeral director as designated by the family must be present at all cremation interments.
D. Non-biodegradable and biodegradable containers are allowed and must meet the requirements of the specific lot where they are to be interred.
E. Direct burial of cremated remains into a prepared cremation lot is allowed.
F. Cremated remains must be in a non-biodegradable container when interred within a columbarium. The container must meet the requirements of the specific columbarium where they are to be interred.
G. The cemetery does not accept cremated remains for safekeeping.
Section 4. Lots and Graves:
A. Casket Lots: Each grave within a casket lot may contain one casket interment with one cremation interment over it, whereas the casket interment must occur first. Each grave within a casket lot may contain two cremation interments if it does not contain a casket interment.
B. Cremation Graves: Each cremation grave may contain two cremation interments unless otherwise designated.
C. Each section containing lots and graves may be subject to specific rules and regulations as approved by the Board of Directors.
D. The subdivision of lots and graves by owners is not allowed, and no one shall be buried in any lot or grave without having interest in it, except by written consent if all parties interested in such lot or grave, and with the consent of the Board of Directors; provided, however, a relative of any recorded owner may be buried in such lot, as provided in these Rules and Regulations or rulings under Chapter 114 of the Massachusetts general laws.
E. No lot or grave owner(s) may sell or transfer his or her lot or grave to another person or persons. The cemetery will not refund the purchase of any lot or grave. Lot owner(s) may gift a lot or grave to any individuals of their choice by submitting a letter of approval to the Superintendent which contains the contact information of the new owner(s), whereas a new deed will be produced for the new owner(s). A surcharge as determined by the Board of Directors shall apply when a lot or grave is gifted to an individual(s). Lot owner(s) may also gift a lot or grave back to the cemetery, whereas the cemetery will provide a gift letter to the lot owner(s) reflecting the current market value of the lot or grave gifted.
Section 5. Liabilities:
A. Persons within the cemetery grounds shall use only the walks and roads. Any person injured while walking on the grass (unless walking on the grass is the only way to reach a lot or grave) or while in any portion of the cemetery other than the walks, alleys or roads shall in no way hold the Corporation liable for any injuries sustained as a result thereof.
B. The Board of Directors and the Superintendent shall take reasonable precautions to protect lot and grave owners and the property rights of lot and grave owners within the cemetery from loss or damage, but they shall have no responsibility for loss or damage beyond their reasonable control, and especially from damage caused by the elements, acts of God, common enemies, thieves, strikes, malicious mischief, explosions, riots, or order of civil or military authority whether the damage be direct or collateral, other than as herein provided.
Section 6. Perpetual Care:
A. The term Perpetual Care includes mowing of grass, raking of leaves and trimming around headstones. Unless otherwise provided in any agreement between the Corporation (or its predecessor) and a lot owner, in no case be construed as meaning the maintenance, repair, or replacement of any memorial, tomb, mausoleum or columbarium placed or erected upon lots; not the planting of flowers or ornamental plants; nor the watering or sprinkling of the lots, nor doing any special or unusual work in the cemetery, including work to improve the soil on lots, nor does it mean the reconstruction of any marble, granite, bronze, or concrete work on any section or lot, or any portions thereof in the cemetery, damaged by the elements, an act of God, common enemies, thieves, vandals, strikes, malicious mischief, explosion, riots, or by orders of any military or civil authority whether the damage be direct or collateral, other than herein provided.
B. It is the intent of the cemetery to provide Perpetual Care, whether applied to lots, graves, mausoleums, columbariums, or anything within the confines of the cemetery to the largest extent possible, but Perpetual Care shall be limited absolutely to the resources available to the Corporation; anything herein stated to the contrary notwithstanding.
C. To maintain the historical integrity of the cemetery, and to conserve public water resources, it is not a practice to water or sprinkle lots in addition to Perpetual Care.
Section 7. Memorials:
A. Memorial providers shall abide by all rules established by the corporation for the cemetery.
B. No lot owner shall erect, place, or cause to be erected or placed, on any lot or grave in the cemetery any memorial, decoration, adornment, or other devises, without the approval of the Board of Directors.
C. Completed work is subject to the approval of the Board of Directors and, if unsatisfactory, the memorial may be removed by the Board of Directors or their authorized representative. Monuments must be set to minimize trimming and settling.
D. The name or inscription on each monument, vault, or marker, must correspond with the name and record in the office of the cemetery. No change shall be made therein except by request by the proper parties or with the permission of the Board of Directors.
E. A memoriam may by inscribed on a monument of an individual not interred in the cemetery, but the memoriam must state that the interment is not at the cemetery and must be approved and documented by the Superintendent.
F. No monuments shall be removed from the cemetery, except by the Board of Directors and their permission is granted.
G. Markers, mausoleums, columbariums, or tombs shall be constructed of good natural stone. Marble, bronze, cast iron or slate may be used. Use of wood, plastic, or other nondurable materials is forbidden.
H. A gravestone is limited in size by the following dimensions: Height = 36”, width to be no larger than the width of the grave. Stones that represent a “family” plot (2 or more graves) should be a width appropriate to the size of the plot and not exceed a height of 36”. The base of all stones must allow for support of the stone as well as burial vault installation. Any stones that do not meet the aforementioned criteria must be approved by the Board of Directors before installation. Footstones are to be kept at ground level unless otherwise approved by the Board of Directors. Benches are allowed in lieu of a gravestone, however, it cannot be in addition to a stone. Benches must be of marble or granite, and dimensions not to exceed those of a monument. Benches must be at the head of the grave. Any exceptions must be approved by the Board of Directors.
I. Memorials and benches containing cremains are not allowed.
J. Rules for memorials may be specific for certain sections of the cemetery.
Section 8. Decorations and Planting by Lot Owners:
Designation on the National Register of Historic Places requires that the Cemetery maintain a historical integrity which demonstrates a representation of its original theme.
A. Artificial Decorations: Artificial flowers and plants are not permitted. Statues or glass, plastic decorative stones, solar lights, and any other type of commemorative items are not permitted on graves at any time. One permanent External Flame Candle not exceeding 18” is permitted (see the Superintendent for details).
B. Holiday Decorations: Holiday greenery, wreaths, plants and sprays will be removed and discarded 2 weeks after the holiday, i.e., Easter, Mother’s Day, Memorial Day, etc. Christmas greenery, wreaths, plants and sprays will be removed and discarded no later than March 1 each year weather permitting.
C. Annual/Perennial Plantings on Standard Lots and Graves: A small area 12 inches deep along the front of a gravestone is permitted for plantings. Annuals and perennials such as geraniums, petunias, daffodils, and other like plants may be planted in this narrow area and maintained by the lot or grave owner. Natural wreathes or potted plants in suitable containers may also be placed in front of the stone and maintained by the owner. Plantings in any other areas other than described above are not permitted. Unmaintained wreathes, plantings and pots will be removed by cemetery employees.
D. Shrubs and Other Permanent Plantings on standard lots and Graves: Permanent dwarf shrubs and plants approved by the Board of Directors may be planted only on either side of a grave marker or stone within a lot containing two or more graves. All plantings must not encroach upon neighboring lots, graves, and pathways. Plantings are not permitted on each side of a grave marker or stone within single graves. A current list of suggested shrubs and plantings may be obtained from the Superintendent. Plantings that outgrow the areas in which they are planted or are not living may be removed at the discretion of the Superintendent.
E. Plantings and Decorations within Designated Cremation and Columbarium Sections: Plantings and decorations of any type are not permitted at any time within designated cremation and columbarium sections. Natural cut flower arrangements are permitted to be placed on cremation lots but will be removed once they have expired or prior to mowing.
F. Trees: No trees may be removed without consultation with a professional arborist and a vote from the Board of Directors made within 30 days of requested action. Trees that are significantly damaged in storms or are no longer living may be removed at the discretion of the Superintendent.
G. Brush in common areas: No brush or natural growth in greenbelts may be cleared without a vote from the Board of Directors made within 30 days of requested action. Brush that is significantly damaged by storms or no longer living may be removed at the discretion of the Superintendent.
Section 9. General:
A. All persons, vehicles, and funeral cars within the cemetery are subject to the control and order of the Superintendent and his or her assistants. Vehicles within the cemetery grounds shall not move at a speed exceeding ten miles per hour.
B. All persons are forbidden to pick either wild or cultivated flowers, to break or cut trees, shrubbery, or other plants, to deface or damage monuments, or other structures; and to disturb birds or animal life.
C. No firearms shall be permitted within the cemetery, except for military funerals; or on special permission from the Superintendent or Board of Directors.
D. No signs, notices, or advertisements of any kid shall be allowed in the cemetery unless placed by the Board of Directors.
E. All visiting dogs must be always on a leash, and the owner must collect and properly dispose of any waste.
F. The Superintendent is hereby empowered to enforce all rules and regulations, and to exclude from the cemetery property any person violating such rules and regulations. The Superintendent shall have charge of the grounds and buildings, and always shall have supervision and control of all persons within the cemetery, including the conduct of funerals, traffic, and employees. To protect and promote the best interests of the cemetery, he or she is authorized to make temporary rules as may be needed from time to time to meet urgent issues that are not covered by these rules and regulations.
G. While a funeral or interment is being conducted, all nearby work of any description shall cease.
ARTICLE FIFTH
Inspection of Records
Books, accounts, documents, and the records of the Corporation shall be open to inspection by any Director at times convenient to those concerned. The original, or attested copies, of the Articles of Organization, By-Laws, and records of all meetings and the burial lot ownership records, which shall contain the names of all members and their addresses, shall be kept in Massachusetts at the principal office of the Corporation, or at an office of its transfer agent or of the Secretary. Said copies and records need not all be kept in the same office.
ARTICLE SIXTH
Checks, Notes, Drafts, and Other Instruments
Checks, notes, drafts, and other instruments for the payment of money drawn or endorsed in the name of the Corporation may be signed by any officer or officers or person authorized by the Board of Directors to sign the same. No officer or person shall sign any such instrument unless authorized by the Board of Directors to do so.
ARTICLE SEVENTH
Fiscal Year
The fiscal year of the Corporation shall be the year ending the 31st day of March in each year.
ARTICLE EIGHTH
Amendments
These By-Laws may at any time be amended by a two-thirds vote of the Oak Grove Cemetery Board of Directors present at the meeting called in whole or in part to amend these By-Laws, if notice of substance of the proposed amendment is stated in the notice of the meeting.
The Cemetery Association was formally established December 12, 1848
The Cemetery was incorporated October 20, 1998
The latest amendments to this By-Law are dated August 10, 2022