​Bylaws of the Conservation Burial Alliance
 
Approved September 17, 2020
 
 
ARTICLE I — GENERAL PROVISIONS
 
Section 1 — Name: The name of the organization shall be Conservation Burial Alliance (CBA). 
 
Section 2 — Mission/Purpose/Vision/Values:
 
Our Mission:
We are a collaborative of conservation burial grounds and invested allies that fosters the conservation and sustainable management of land with natural burial for the benefit of people and the planet.
 
Our Purpose:

• to facilitate wide public understanding of what conservation burial is;
• to provide meaningful ways to interact with the natural burial and conservation communities;
• to create and provide best practices for conservation burial;
• to educate professionals and the public about conservation burial; and
• to facilitate cooperative strategies and programs that help to make conservation burial a choice that is accessible to as broad a segment of people as possible.

 
Our Vision:

• We envision conservation burial becoming a preferred choice for burial as we educate people about its environmental, psychological and economic benefits.
• We work within social and ecological spaces to engage people in community through a shared commitment to leaving an environmental legacy.
• We believe that natural burial is a viable strategy for conserving intrinsically valuable land and restoring depleted landscapes while improving ecological health and promoting sustainable climate change mitigation.

 
Our Values:

• We value social and ecological spaces that sustain us and sustain the planet.
• We value the protection of land with conservation value for the benefit of all.
• We value the restoration of depleted land to ecological health.
• We value opportunities for meaningful engagement with the cycle of life through activities that affirm our connection to nature.
• We value natural burial as a choice that connects grieving people with nature at a profound moment.
• We value conservation burial for providing the environmental benefits of clean air, healthy natural habitats, carbon sequestration, and climate change mitigation.

ARTICLE II — OPERATIONS
 
Section 1 — IRS Classification: The Conservation Burial Alliance shall be operated on a nonprofit basis pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
 
Section 2 — Character of Nonprofit: All activities of this organization shall be nonprofit in character for the benefit of its members and the public. The nonprofit will not engage in activities unrelated to its exempt purposes or in prohibited political or legislative activity.
 
Section 3 — Reserves: The Board of Directors shall have the power and authority to set up reasonable reserves for necessary purposes of the Alliance.
 
Section 4 — Use of Funds: The Board of Directors is hereby authorized to use any of the funds in the possession of the Alliance or any of the property or assets of the Alliance for any of the purposes or activities authorized by the Alliance’s by-laws. No financial benefit shall inure to any member of the Board of Directors or any member-at-large as a direct result of membership.
 
 
ARTICLE III — MEMBERSHIP
 
Section 1 — Eligibility for Membership: Application for any level of membership shall be open to any and all. Membership is granted after completion and receipt of a membership application.
 
Section 2 — Membership Benefits: Members receive a benefits package commensurate with the chosen level. Continued membership is contingent upon being up-to-date on membership.
 
Section 3 — Membership Revision Process: Membership requirements and benefits may be changed by majority vote of the Board of Directors at any time.
 
Section 4 — Resignation and Termination: Any member may resign by filing a written resignation with the Secretary. A member can have their membership terminated by a majority vote of the Board of Directors.
 
Section 5 -- Voting Privileges: Members are non-voting.
 
 

 
ARTICLE IV — BOARD OF DIRECTORS
 
Section 1 — General Director Duties: The roles and responsibilities of Directors vary, depending on the needs of the Board in relation to accomplishing goals and creating a balanced, functioning board culture. Tasks include, but are not limited to:

• sharing ideas, materials, and resources;
• framing and presenting ideas and projects for development;
• steering the direction of the organization;
• providing wisdom, expertise, and consistency in a variety of functions;
• procuring funds to support the mission and programs of the organization;
• exercising fiduciary responsibility for the financial health and sustainability of the organization;
• overseeing staff.

 
Section 2 — Officers and Duties: There shall be four officers of the board, consisting of a President, Vice President, Treasurer, and Secretary. Their duties are as follows: 
 
The President:

• presides at all of the meetings of the Board of Directors;
• calls such meetings as she/he deems necessary;
• exercises supervision over the activities and welfare of the Board of Directors relative to matters of policy;
• appoints the members of committees;
• is an ex-officio member of all committees; and
• is authorized signatory on all accounts.

 
The Vice President:

• performs duties in the absence of the president;
• performs those duties assigned to her/him by the President or Board of Directors; and
• is an authorized signatory on all accounts.

 
The Secretary:

• ensures that records of all meetings are maintained;
• notifies members of their election to office; keeps a roster of members;
• issues notice of meetings;
• keeps the minutes of the meetings;
• holds completed Conflict of Interest and Confidentiality forms annually;
• performs those duties assigned to the Secretary by the President or Board of Directors; and
• may be an authorized signatory on all accounts.

 
The Treasurer:

• is responsible for the receipt and disbursement of funds;
• is responsible for coordinating records with the bookkeeper;
• ensures proper records are kept and are open to the Board; 
• submits a current financial report to the Board of Directors at each regular meeting;
• is responsible for oversight of either an internal review or an external compilation or review on an annual basis;
• is responsible for disbursement of checks for expenses; and
• is an authorized signatory on all accounts.

 
Section 3 — Board Roles and Size: The board is responsible for overall policy and direction of the Alliance, and delegates responsibility of day-to-day operations to the staff and committee chairs/project managers. The board shall have up to 15, but not fewer than 5 members.
 
Section 4 — Terms of Board Members: All board members shall serve two (2)-year terms, but are eligible for re-election for up to three (3) consecutive terms. After a one (1)- year break, a candidate who has previously served may again be eligible for board service. Exceptions to term limit rules may be made by unanimous agreement of an ad hocNominating Committee, with candidates who may be serving on the committee abstaining. Length of terms and appointment dates may be staggered by decision of the board to avoid more than a third of all terms expiring at the same time.
 
Section 5 — Terms of Office for Executive Officers: Members of the Executive Committee [President, Vice President, Secretary, Treasurer] shall serve for three (3) contiguous years in the same position. Exceptions to term limit rules may be made by unanimous agreement of an ad hoc Nominating Committee, or a quorum of the full board with the candidate abstaining. 
 
Section 6 — Meetings and Notices: The board shall meet at least monthly, at an agreed upon time and place, or through an electronic video conference platform. An official board meeting requires that each board member have written notice at least one week in advance.
 
Section 7 — Attendance Requirements: Any Director missing 25% or more regular meetings of the Board of Directors during a calendar year, without being excused as determined prior to the meeting by the Secretary or President, will be subject to removal from office. Criteria for excused absences may include illness, travel, lack of electronic capability, family emergency or plans, or another reasonable event that cannot be rescheduled.
 
Section 8 — Leave of Absence: Directors may petition the full board for a leave of absence to last no more than 3 months on a case-by-case basis at the discretion of the Secretary or President. Criteria for acceptance of a leave of absence may include changes in life circumstance, unexpected short-term unavailability due to travel, workload, illness, unforeseen family responsibilities, or other reasonable limited circumstance. One leave of absence may be requested per person throughout their board service. Directors while on leave of absence do not have voting privileges.
 
Section 9 — Special Meetings: Special meetings shall be called by order of the President.  In the event of the President’s failure or inability to do so, said meetings shall be called by the Vice President/President-Elect, upon the request of four (4) members of the Board of Directors. The Secretary shall call for a meeting within an appropriate time based upon the reason for the special meeting. Time, place and means of the meeting are determined by the President or Vice President /President-Elect.
 
Section 10 — Electronic Participation and Voting: Members of the Board of Directors or any committee designated by the Board may participate in a meeting of such Board or committee by means of telephone or video conference call or similar communications equipment by which all persons participating in the meeting can communicate with each other. In addition, issues may be discussed and decisions reached by electronic vote through the use of electronic mail. Participation in such meetings shall constitute presence at the meeting for purposes of attendance.
 
Section 11 — Minutes: Minutes shall be kept of all Board meetings, and shall be distributed to the members of the Board within seven (7) days of the date of said meetings.
 
Section 12 — Executive Sessions: Board meetings may include closed sessions to discuss timely or sensitive personnel, legal, or financial issues with full confidentiality. When calling an executive session, an officer shall specify the time allotment, purpose and topic, and any recording device will be discontinued until the conclusion of the session.
 
Section 13 — Filling Board Positions: Annual calls for new board members will be conducted by an ad hocNominating Committee, consisting of members appointed by the President. (See Article V, Section 5 — Nominating ad hoc Committee)
 
Section 14 — Vacancies and Appointments: Should any Director resign or be removed from office, the Board of Directors shall, upon a consensus vote of the Directors present and voting in a meeting of the Board of Directors, declare the seat vacant and appoint a replacement until the end of the particular board member's term. Should a vacancy occur in the office of President, a sitting board member will be voted into the office by a 2/3 vote to perform the duties thereof for the unexpired term. All vacancies shall be filled in a timely manner.
 
Section 15 — Resignation and Termination: Resignation from the board must be in writing and received by the Secretary. A board member may be removed for other reasons by a 2/3 vote of the remaining directors.
 
Section 16 — Proxies and Alternates: Board members may not designate others to take their place at meetings, or in their place in any capacity in the execution of their board duties.
 
Section 17 — Compensation of Directors: Directors serve as volunteers and are not compensated. Directors and committee members may be paid their mileage expenses for plane fare, food and lodging for attendance at select Board or committee meetings as approved, in advance, by the Board.
 
Section 18 — Decision Making Process/Voting Procedure: Resolutions of the Board shall be made by consensus when possible, by consent when necessary.

1. Consensus means agreement or accord. The understanding is that all agree with a given decision, and is considered unanimous.
2. Consent means that individual Board Members who are not in full agreement also agree to not hindering the group’s decision. If someone in the group cannot live with a decision or has serious concerns after dialogue to problem solve, the group reconvenes as a whole for final discussion and a vote for consent.

 
Section 19 — Quorum: A majority of Directors in office, which shall include at least one officer, shall constitute a quorum for the transaction of business.
 
Section 20 — Presumption of Assent: A Director who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless she or he votes for or against such action, or abstains from voting because of an asserted conflict of interest as indicated in the CBA Conflict of Interest Policy.
 
 
ARTICLE V — STANDING AND AD HOC COMMITTEES/PROJECTS
 
Section 1 — General:  Committees/Projects may be formed to carry out specific goals and activities that further the mission of the CBA. Standing committees attend to the specific business for which the committee was formed. Ad hoccommittees are charged with a specific task by the Board of Directors.  Once those goals are met, the committee shall be retired until needed again. Short-term projects are managed by one manager with any assistance requested.
 
Section 2 — Committee Formation: The board may create committees as needed, such as fundraising, public relations, events, etc. The board President appoints all committee chairs.
 
Section 3 — Executive Committee (EC):

1. The four officers serve as the members of the Executive Committee. At the discretion of the board, other directors may be invited to join the executive committee.
2. The EC meets monthly to determine the agenda for the monthly meeting and to otherwise make preparations for the full Board meeting.
3. The EC may also begin discussions of a sensitive nature or regarding personnel matters in confidence.
4. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors to make emergency decisions which are then subject to the direction and control of the full board. 

 
Section 4 — Finance Committee:

1. The Treasurer is the chair of the Finance Committee.
2. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and developing the annual budget with staff and other board members.
3. The board must approve the budget and all expenditures must be within budget.
4. Any major change in the budget must be approved by the board or the Executive Committee.
5. The financial records of the organization are public information and shall be made available to the membership, board members, and the public.

 
Section 5 — Nominating ad hoc Committee: A Nominating Committee shall consist of two to three members of the board for the purpose of vetting candidates, and must include one EC officer. The Committee is responsible for soliciting and vetting candidates, and preparing a full board slate to be presented as a recommendation to the board for approval. Their duties conclude upon approval of the slate.
 
Section 6 — Project Management:

1. Assigns one project manager to oversee designing, coordinating, and ensuring completion of the project
2. Engages a champion to help break through obstacles 
3. Consists of determined gates, or parts of the process, that must be accomplished in order
4. Presents finished product and coordinates implementation, including publishing, presenting, or otherwise finding its home

 
 
ARTICLE VI — FINANCE
 
Section 1 — Funds:

1. The annual budget shall be prepared by the Treasurer and approved by the Board of Directors.
2. The Alliance shall operate on a fiscal year beginning January 1 and runs through December 31.
3. The Board of Directors shall create a general fund, which shall be administered by the Treasurer and be utilized for the payment of general operating expenses.
4. The Treasurer has authority to make financial decisions that are in the best interest of the Alliance and is required to report financial activity to the Board of Directors at monthly board meetings.
5. Non-budgeted purchases exceeding $250 must be approved in advance by Board vote. 

 
Section 2 — Contracts: The Board may authorize any officer or officers, agent or agents, to enter into any approved contract or execute and deliver any instrument on behalf of the CBA, and that authority may be general or confined to specific instances.
 
Section 3 — Loans/Indebtedness:

1. No loans shall be contracted on behalf of the CBA and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. That authority may be general or confined to specific instances.
2. No loans shall be made by the CBA to a Director nor shall the CBA guarantee the obligation of a Director unless either:

(a) the particular loan or guarantee is approved by a majority of the votes represented by members in attendance at the meeting where the matter is considered, except the votes of the benefited director; or
(b) the Board of Directors determines that the loan or guarantee benefits the CBA and either approves the specific loan or guarantee or general plan authorizing loans and guarantees.
 
Section 4 — Checks, Drafts, Etc.:

1. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of CBA may be signed by the officer or officers, agent or agents of the CBA.
2. In no event shall a check in excess of $1000 be issued without the electronic approval (via e-mail) of one signatory, who is other than the signatory signing the check.

 
Section 5 — Deposits: All funds of the CBA shall be deposited on a timely basis to the credit of the CBA in the banks, trust companies or other depositories as the Board of Directors may select.
 
 
ARTICLE VII — DIRECTOR AND STAFF
 
Section 1 — Executive Director( ED): The Executive Director is hired by the board. The ED has day-to-day responsibilities for the organization, including carrying out the organization’s goals and policies. The ED will attend all board meetings, report on the progress of the organization, answer questions of the board members, and carry out the duties described in the job description. The board can designate other duties as necessary. 
 
Section 2 — Job Description: The Executive Director shall have authority over decisions regarding:

• day-to-day operations of the nonprofit, including tax requirements and financial status
• general operations, including agency budgets, programs, and HR policies and procedures
• coordination with the Board of Directors in the development and implementation of all programs generally
• development and implementation of specific goals and objectives as ordered by the Board President on behalf of the Board and its Committee Chairs or Project Managers
• succession management and planning of the organization
• monthly Executive Director reports and presentation to the Board
• other duties as assigned by the Board

 
 
ARTICLE VIII — AMENDMENTS
 
Section 1 — Amendments: These bylaws may be amended when necessary by a 2/3 majority vote of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular announcements. An annual review shall be performed to determine need for changes. 
 
 
ARTICLE IX — INDEMNIFICATION AND PERSONAL LIABILITY
 
Section 1 — Liability Release: The liability of Directors and Officers of the corporation shall be limited as follows:

1. Neither the Board nor its individual directors shall be personally liable for any debt, liability, or obligation of the CBA.
2. Directors and officers of the corporation shall not be personally liable for damages for bodily injury, personal injury, or property damage if the claim for damages arises from an act committed in good faith and without willful or wanton negligence in the course of an activity carried on accomplishing the charitable purposes of the corporation.
3. Directors and officers of the corporation shall not be personally liable to the corporation for monetary damages for breach of fiduciary duty as a director or officer except with respect to any breach of duty of loyalty to the corporation, any act or omission that is not in good faith or which involves intentional misconduct or a knowing violation of the law, or any transaction from which the director or officer derived an improper personal benefit.
4. The Corporation shall provide Directors and Officer’s Insurance for its board members.
5. The intent of these provisions is to limit the liability of directors and officers of the corporation to the fullest extent permitted by Florida state law Chapter 617.0831, Corporation Not for Profit: Indemnification and liability of officers, directors, employees, and agents. and any other statute of similar import.

 
 
ARTICLE X — CONFLICTS OF INTEREST
 
Section 1 — Conflicts of Interest:

1. Any possible conflict of interest on the part of any member of the Board shall be disclosed in writing to the Board and made a matter of record through an annual procedure and also when the interest involves a specific issue before the Board.
2. The minutes of the meeting shall reflect that disclosure was made, the abstention from voting, and the actual vote itself.
3. Every new member of the Board will be advised of this policy upon entering the duties of his or her office, and shall sign a statement acknowledging understanding of an agreement to abide by this policy.
4. The Secretary is responsible for gathering and storing completed COI forms annually.

 
 
ARTICLE XI — DISSOLUTION AND DISPOSITION OF ASSETS
Section 1 — Dissolution and Disposition of Assets: Upon termination or dissolution of the Conservation Burial Alliance, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986 (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.
 
 
 
ARTICLE XII — CERTIFICATION/STATEMENT OF AUTHORITY
These bylaws were approved at a meeting of the board of directors by a two- thirds majority vote on September 17, 2020.
 
Jodie Buller                                        September 17, 2020
                                                                                                                        
Secretary                                                                               
 
Adopted by unanimous vote of the Board of Directors on September 17, 2020