By-Laws

BY-LAWS
of the
WOODLAND Cemetery Association Inc.

Cemetery ID: Delaware 13-050

Article I- Membership
SECTION 1. All owners of lots in the Woodland Cemetery (“Lot Holders”) are members of the Woodland Cemetery Association (“Association”), and as such are entitled to attend annual meeting of the Association (“Annual Meeting”), to vote on Association matters, and to hold office in the Association.

Article II- Meetings
Section 1. The Annual Meeting of the Association shall be held on or before the third Monday in June of each year. The purpose of this meeting is to elect members of the Board of Trustees and to discuss matters pertinent to the operation of the cemetery. The time and place of this meeting shall be announced in at least one newspaper published in Delaware County for a period of two consecutive weeks immediately preceding the Annual Meeting.

Section 2. Prior to the Annual Meeting, the Board of Trustees will submit candidates for possible election to the Board of Trustees (“Nominees”). Nominees may also be submitted by Lot Holders during the Annual Meeting or by write-in on an Absentee Ballot.

SECTION 3. The election of Board of Trustees and other matters to be considered by the Lot Holders during the Annual Meeting shall be decided by a simple majority vote of the Lot Holders present at the meeting and the Absentee Ballot votes of Lot Holders received prior to this meeting. Only Lot Holders are permitted to vote and shall have one vote per lot held. Lot Holder voting status may be subject to confirmation prior to or at the time of the Annual Meeting. Lot Holders who are not able to attend the Annual meeting must request a Absentee Ballot no less than one week prior to the Annual Meeting. Only original numbered, signed and sealed Absentee Ballots received prior to the Annual Meeting will be counted. No photo copies of Absentee Ballots will be accepted.

Article III- Board of Trustees
Section 1. The Board of Trustees (“Board of Trustees” or “Board”) shall operate the cemetery and manage the affairs of the Association in such a way that burials are performed efficiently, the cemetery is a credit to the community, and the Association remains solvent. The actions of the Board shall conform to guidelines set forth by these By-Laws; the Woodland Cemetery Association Rules & Regulations; the New York State Division of Cemeteries; and shall be subject to review by the membership at the Annual Meeting.

Section 2. There shall be nine members of the Board (“Trustees”) who shall hold this position for a term of three years. These terms shall be staggered so that three positions shall become vacant each year. Trustees shall serve without remuneration of any kind.

Section 3. The Trustees shall hold a meeting, within thirty days of the Annual Meeting, for the purpose of choosing officers (“President, Vice-President, Secretary, and Treasurer”). The election of officers shall be decided by a simple majority vote of the Trustees. Those elected shall hold office until the next Annual Meeting. A quorum for the transaction of Board of Trustees business at any meeting of the Board, including the election of Officers, shall consist of at least five Trustees. In the event of a tied vote, those Trustees not present at a Board meeting shall be given the opportunity to vote via proxy prior to the next meeting of the Board.

Section 4. Should a Trustee vacancy occur on the Board prior to the completion of a term, the President of the Board of Trustees shall fill such vacancy by appointment for the remaining term of this Trustee.

Section 5. The President of the Board of Trustees or in his/her absence the Vice
President, shall preside over all meetings of the Board, and may call a meeting of the
Board when ever he/she deems necessary or when requested to do so by any two Trustees.

Section 6. The Secretary shall keep minutes of all meetings of the Association and the Board of Trustees. The Treasurer shall be responsible for making payments, depositing funds received, and maintaining records of all financial transactions on behalf of the Association . The Treasurer shall be bonded by the Association for proper performance of their duties. An independent audit of the Association financial transactions and records by a professional accountant can be ordered by a simple majority vote of the Board of Trustees. Additional audits by the New York State Cemetery Board may be conducted every three to four years or at their discretion.

Article IV- Amendments
Section 1. Amendments to these By-Laws may be submitted by a two-thirds majority vote of the Board of Trustees. These Amendments must be then approved by a two-thirds majority vote of the Lot Holders at the Annual Meeting.

By-Laws Last Approved and Adopted on July 14, 2008.