Section 1.1. Purpose. The purposes of this Corporation are:

a.    To promote the dignity of funeral rites and memorial services,

operating as a nonprofit corporation in a cooperative manner;

b.    To promote and protect the opportunity for every person to

choose the type of funeral or memorial service which that person desires;

c.    To promote the availability of low cost options for burial,

cremation and other modes of body disposition.

d.    To provide guidance to the general public in achieving the

foregoing and other activities pertaining to the care and disposition of human

remains.

The Corporation assumes no legal or financial responsibility for the

final disposition of the body.

Section 1.2. Membership .

a.    Any person, without regard to race, creed, gender, sexual

orientation, or national origin, who is in sympathy with the purposes of the

organization, shall be eligible for membership.

b.    A suggested donation will be requested at the time of enrollment

for regular adult membership by each person over the age of 18. Dependents

of members may be included as members of the Corporation at the request of

the person joining, without an additional donation.

c.    A minor who became a member through a parent or guardian

must apply, to retain membership, on his or her own behalf upon reaching 18

years of age.

d.    A person with a direct interest in a commercial enterprise

selling funeral merchandise, services, or insurance may be accepted as an

associate member. Associate members are not eligible to serve on the Board

of Directors.

e.    Reciprocity and Transfers:

i. This Corporation fully endorses and agrees to honor reciprocity and

rights of transfer for any member of an Alliance affiliated with the national

organization. Funeral Consumers Alliance.

ii. Under the reciprocal agreement, each member organization is to

provide the usual service, advice, and assistance as they are able to arrange

for their own members, to the members of the other organizations should

need arise while traveling in their area. This reciprocity will be included in

all contracts or agreements, written or oral, between this Corporation and

any cooperating funeral directors.

iii. A member moving into the area of another member organization

shall be welcomed as a member in good standing, without payment of

additional enrollment, upon the request of the transferring member. Where

necessary, a donation may be requested to cover the cost of making the

transfer.

Section 1.3. Corporate Seal. The Corporation may, but need not, have

a corporate seal The form of any such corporate seal may be specified in a

resolution of the Board of Directors. A corporate seal, however, shall not be

required for any purpose, and its absence shall not invalidate any document

or action.

Section 1.4. Execution of Contracts and Other Documents. Unless

otherwise ordered by the Board of Directors, all written contracts and other

documents entered into by the Corporation shall be executed on behalf of the

Corporation by the President or Vice President, and. if required, attested by

the Secretary or an assistant secretary.

Section 1.5. Fiscal Year. The fiscal year of the Corporation shall begin

on July 1 of each year and end on the immediately following June 30.

Section 1.6. Financial Review. One month before the close of the fiscal

year, the President shall appoint two members from the membership-at-large

to review the financial records, unless an audit by a certified public

accountant is requested by a majority of the Board of Trustees or by a

petition signed by five members and delivered to the Secretary one month

before the close of the fiscal year.

Section 1.7. Parliamentary Procedure. The consensus model is hereby

adopted as the rules of Order. If necessary, the Board of Trustees will defer

to Roberts Rules of Order.

ARTICLE II

Board of Directors

Section 2.1. Duties and Qualifications. The management and

administration of this Corporation, except as otherwise provided herein, shall

be vested in the Board of Directors, consisting of six (6) directors elected by

the members. Only full members shall be eligible to serve as directors. Each

director must be a citizen of Indiana.

Section 2.2. Number Term and Appointment. The Board of Directors

shall consist of a minimum of three (3) directors and a maximum of fifteen

(l5) directors, with the exact number of directors specified from time to time

by resolution of the Board of Directors. Directors shall serve staggered three

(3) year terms by dividing the total number of directors into three (3) groups.

The groups shall be as near equal size as possible. Of the initial board, one.

third shall be elected for three years; one-third for two years; and one­-third

for one year. Thereafter, three trustees shall be elected each year, each for a

three-year term.

Section 2.3. Vacancies. Whenever a board or nominating committee

vacancy exists, whether by death, resignation, removal, increase in the

number of directors or otherwise, the remaining directors may appoint a

successor to serve until the next annual meeting, at which time a director

shall be elected to serve the unexpired portion of the term.

Section 2.4. No Remuneration. Board members shall serve without

pay. No board member shall be a paid employee of the Corporation.

Section 2.5. Advisory Committee. The Board may appoint an advisory

committee from time to time, as need arises.

Section 2.6. Removal. A board member may be removed, with or

without cause, by a vote of three-fourths of the Board of Directors.

Section 2.7. Committees. The Board of Directors may from time to

time create and appoint standing, special or other committees to undertake

studies, make recommendations, and carry on functions for the purpose of

efficiently accomplishing the purposes of the Corporation. Committees, to the

extent specified by the Board of Directors, may exercise the powers,

functions, or authority of the Board of Directors, except where prohibited by

law; provided, however, that if a committee is to exercise board powers,

functions, or authority, (a) all the persons serving on the committee must be

directors, (b) there must be at least two (2) persons on the committee, and (c)

the creation of the committee and the appointment of its members shall be by

a majority of all directors in office when the action is taken.

ARTICLE III

Meetings

Section 3.1. Annual Meeting. The annual meeting of the Corporation

shall be held prior to July 1 of each year, at a time and place within the

service area, to be designated by the Board of Directors. Members shall be

notified not less than fourteen (14) days prior to the meeting.

Section 3.2. Other Meetings.

a. The President shall cause a special meeting of the members

to be called upon the written request or petition of 10% of the total enrolled

membership or twenty-five (25) members, whichever is the lesser, or upon the

request of the majority of the Board of Directors.

b. Such a special meeting shall be called by the Secretary, who shall

mail a notice to each member at least fourteen (14) days prior to the meeting.

Such notice shall include a statement of the purpose or object of the meeting.

Section 3.3. Quorum; Voting.

a. At any meeting of the membership, a quorum shall consist of 10% of

the total enrolled membership or 15 members, whichever is lesser.

b. At all meetings of the Board of Directors, a majority shall

constitute a quorum.

Section 3.4. Action by Consent. Any action required or permitted to be

taken at any meeting of the Board of Directors may be taken without a

meeting if the action is taken by all directors. The action must be evidenced

by a least one (l) written consent describing the action to be taken, signed by

each director, and included in the minutes or filed with the corporate records

reflecting the action taken. Action taken under this section is effective when

the last director signs the consent, unless the consent specifies a prior or

subsequent effective date.

ARTICLE IV

Officers

Section 4.1. Officers and Qualifications. The officers of the

Corporation shall consist of a President, a Vice President, a Secretary and a

Treasurer. The officers shall be appointed by the Board of Directors. Any

two (2) or more offices may be held by the same person.

Section 4.2. Terms of Office. Each officer of the Corporation shall be

appointed by the Board of Directors at its annual meeting and shall hold

office for a term of one (l) year and until a successor shall be duly appointed

and qualified, or until resignation, removal, or death.

Section 4.3. Vacancies. Whenever any vacancies shall occur in any of

the offices of the Corporation for any reason, the same may be filled by the

Board of Directors, and any officer so appointed shall hold office until the

expiration of the term of the officer causing the vacancy and until the officer's

successor shall be duly appointed and qualified.

Section 4.4. Removal. Any officer of the Corporation may be removed,

with or without cause, at any time by the Board of Directors.

ARTICLE V

Powers and Duties of Officers

Section 5.1. President. The President, if present, shall preside at all

meetings of the Board of Directors. Subject to the general control of the

Board of Directors, the President shall manage and supervise all of the

affairs of the Corporation and shall perform all of the usual duties of the chief

executive officer of a corporation. In addition, the President shall perform

such other specific duties as the Board of Directors may from time to time

direct in writing.

Section 5.2. Vice President. Subject to the general control of the Board

of Directors, if the President is not present, the Vice President shall

discharge all the usual functions of the President and shall have such other

powers and duties as these Bylaws, the Board of Directors, or an officer

authorized by the Board may prescribe.

Section 5.3. Secretary. The Secretary shall attend all meetings of the

Board of Directors, and prepare, keep, or cause to be kept, a true and

complete record and minutes of the proceedings of such meetings, and shall

perform a like duty, when required, for all committees appointed by the

Board of Directors. If required, the Secretary shall attest the execution by

the Corporation of deeds, leases, agreements and other official documents.

The Secretary shall attend to the giving and serving of all notices of the

Corporation required by these Bylaws, shall have custody of the books (except

books of account) and records of the Corporation, shall be responsible for

authenticating records of the Corporation, and in general shall perform all

duties pertaining to the office of Secretary and such other duties as these

Bylaws, the Board of Directors, or an officer authorized by the Board may

prescribe. In addition, the Secretary shall perform such other specific duties

as the Board of Directors may from time to time direct in writing.

Section 5.4. Treasurer. The Treasurer shall keep correct and complete

records of account, showing accurately at all times the financial condition of

the Corporation. The Treasurer shall have charge and custody of, and be

responsible for, all funds, notes, securities and other valuables which may

from time to time come into the possession of the Corporation and shall

deposit, or cause to be deposited, all funds of the Corporation with such

depositories as the Board of Directors shall designate. The Treasurer, or the

Treasurer's designee, shall furnish, at meetings of the Board of Directors or

whenever requested, a statement of the financial condition of the

Corporation, and in general shall perform al duties pertaining to the office of

Treasurer.

Section 5.5. Assistant Officers. The Board of Directors may from time

to time designate and appoint assistant officers who shall have such powers

and duties as the officers whom they are appointed to assist shall specify and

delegate to them, and such other powers and duties as these Bylaws or the

Board of Directors may prescribe. An Assistant Secretary may, in the

absence or disability of the Secretary, attest the execution of all documents by

the Corporation.

ARTICLE VI

Amendments

Section 6.1. These bylaws may be amended by a majority vote of the

members at any annual meeting or properly-called special meeting of the

membership, provided members have been notified of proposed changes, with

an explanation, at least 14 days prior to the meeting.

Section 6.2. It shall require a two-thirds vote of attending members to

consider any bylaw changes for which notice has not been given as required

in section 1 above.