Constitution
Preamble. The Wimberley Cemetery Association was created on December 12, 1946 to serve the needs of Wimberley residents for burial plots and care of the surrounding ground. Wimberley Cemetery. The land for the “old section” of the Wimberley Cemetery was made available by pioneer Wimberley families for use by Wimberley residents.
Article I
Name. The name of this organization shall be the Wimberley Cemetery Association.
Article II
Purpose, Organization, and Duties and Responsibilities.
A. Purpose. The purpose of the Wimberley Cemetery Association is the operation, maintenance and improvement of the Wimberley Cemetery located at 481 Old Kyle Road, Wimberley, Texas 78676.
B. Organization. The Association is established under Chapter 252 of the Texas Business Organization Code as an Unincorporated Nonprofit Association (“Association”). The Association is operated exclusively for human burial purposes and the benefit of its cemetery burial plot owners who hold burial plots for bona fide burial purposes and not for purposes of resale. The Association is chartered solely for this purpose and is not permitted to engage in any other business that is not necessarily incident to that purpose.
C. Duties and Responsibilities. Notwithstanding any other statements to the contrary, this Association shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of its primary purposes set forth in this Constitution and Bylaws. The Association may not take any action prohibited by the Texas Business Organizations Code.
Section 1. No Private Inurement: The Association is not organized nor shall it be operated for the primary purpose of generating pecuniary gain or profit. The Association may not pay dividends or other corporate income to its Trustees, or otherwise accrue distributable profits, or permit the realization of private gain. No part of the net earnings of the Association shall inure to the benefit of any Trustee of the Association, or any private individual, (except that reasonable compensation may be paid for services rendered to or for the Association affecting one or more of its purposes), and no Trustee of the Association, or any private individual, shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Association.
Section 2. 501(c)(13) Limitations: Notwithstanding any other provision of this Constitution and Bylaws, the Association may not take action that would be inconsistent with the requirements for tax exemption under the Internal Revenue Code, Section 501(c)(13), and related regulations, rulings, and procedures. Nor may it take any action that would be inconsistent with the requirements for receiving tax-deductible charitable contributions under the Internal Revenue Code, Section 170(c)(2), and related regulations, rulings, and procedures. Regardless of any other provision in the Constitution and Bylaws or state law, the Association may not:
a. Engage in activities or use its assets in manners that do not further one or more exempt purposes, as set forth in these Articles and defined by the Internal Revenue Code and related regulations, rulings, and procedures, except to an insubstantial degree.
b. Serve a private interest other than one clearly incidental to an overriding public interest.
c. Devote more than an insubstantial part of its activities to attempting to influence legislation by propaganda or otherwise, except as provided by the Internal Revenue Code and related regulations, rulings, and procedures.
d. Participate in or intervene in (including publishing or distributing statements and any other direct or indirect campaign activities) any political campaign on behalf of any candidate for public office. The prohibited activities include publishing or distributing statements and any other direct or indirect campaign activities.
e. Have objectives characterizing it as an action organization as defined by the Internal Revenue Code and related regulations, rulings, and procedures.
f. Distribute its assets on dissolution other than for one or more exempt purposes.
Section 3. Dissolution: Upon the dissolution of the Association, the Board of Trustees shall, after paying or making provision for payment of all the liabilities of the Association, distribute all the remaining assets of the Association only for tax-exempt purposes to an eligible organization or organizations (as hereinafter defined) as the Board of Trustees shall determine. Any of such assets not so disposed of shall be disposed of by the District Court of the county in which the principal office of the Association is then located, exclusively for such purposes, or to such eligible organization or organizations as said court shall determine. For purposes of this article, "eligible organization or organizations" refers to any organization or organizations that are tax-exempt under Section 501(c)(3),(13) or similar subpart, Internal Revenue Code, or described by Section 170(c)(1) or (2), Internal Revenue Code, as the Board of Trustees shall determine.
Article III
Membership. A Member is an individual who joins the Wimberley Cemetery Association and meets at least one (1) of the following requirements:
A. resides in the City of Wimberley or within a twelve-mile radius of the Wimberley Square;
B. has relatives buried in the Wimberley Cemetery and wishes to be buried there, has paid the applicable Assignment Fee, and has paid the applicable Loving Care Fee or is making installment payments for such fee(s); or, C. is a direct descendant of a Member of the Wimberley Cemetery Association by blood or legal adoption. This provision is to ensure a sufficient number of members to serve as future Trustees.
Article IV
Board of Trustees. The Board of Trustees will be composed of eight (8) Members – the four (4) Officers specified in Article V and four (4) Trustees. The four (4) Officers serving as Trustees will each serve one (1) year terms and the other four (4) Trustees will each serve staggered two (2) year terms. Each year the four (4) Officers and two of the other four Trustees will be elected at the Annual Meeting. A vacancy may be filled at the Annual Meeting or at a Called Meeting for the balance of any incomplete term. The Board of Trustees shall receive, review and execute an acknowledgment of the Wimberley Cemetery Association’s Conflict of Interest Policy annually.
Article V
Officers. The Officers shall be a President, a Vice-President, a Secretary, and a Treasurer. The Officers shall be elected for one (1) year terms by a majority vote of Members attending the Annual Meeting.
Article VI
Committees. The President will appoint all committees as needed.
Article VII
Meetings. An Annual Meeting will be held in February of each year unless the membership is notified otherwise. Notices will be sent to the members as a reminder. Called Meetings may be held at the request of the President or any five (5) Members giving notice at least two (2) weeks before the meeting is to be held. Notice must contain specific information as to the time, place, and purpose of the meeting.
Article VIII
Amendments. Amendments to the Constitution and Bylaws of the Wimberley Cemetery Association may be presented at any meeting. A majority vote of the Members present at such a meeting is required to adopt amendments. If the Board of Trustees deems mail ballots necessary, a majority vote of members responding to such a mail ballot is required to adopt amendments.
Bylaws
Article I
Quorum. In order to conduct business at any meeting of the Board of Trustees, a quorum of five (5) Trustees is required. In order to conduct business at the Annual Meeting, or a Called Meeting, a majority of those Members attending constitutes a quorum.
Article II
Rights and Duties of Members. Members may serve on committees, vote and hold office. A Member and spouse will have one vote each, but in no circumstance can one Member have more than one vote.
Article III
Membership Fees. Membership fees are not required for Members qualified under Article III(C) of the Constitution. Membership fees are required in order to receive a burial plot assignment. The Membership fee has two (2) components, the Assignment Fee and the Loving Care Fee.
A. The Assignment Fee establishes the right to use a cemetery burial plot.
B. The Loving Care Fee provides necessary funds for the general maintenance and upkeep of both the common cemetery grounds and burial plots not maintained by the Members to whom such burial plots are assigned.
C. Schedule of Burial Plot Sizes and Fees
1. 10’x10’ Traditional Burial Plot - $1,200: $800 Assignment Fee, $400 Loving Care Fee.
2. 5’x10’ Traditional Burial Plot - $800: $400 Assignment Fee, $400 Loving Care Fee.
3. Cremation Burial Plot - $600: $200 Assignment Fee, $400 Loving Care Fee.
4. Columbarium Niche- $2900 : $2500 Assignment Fee, $400Loving Care Fee
Article IV
Endowment Fund, Operating Account and Casualty Insurance.
A. Endowment Fund. Revenues from Membership Fees shall be placed in an investment account to be entitled the Wimberley Cemetery Association Endowment Fund with the fund balance in this account to be maintained at a minimum of two-hundred thousand dollars ($200,000).
B. Operating Account. An operating account shall be established to be funded by earnings from the Wimberley Cemetery Association Endowment Fund and any miscellaneous receipts, donations, or contributions, and any disbursement from this operating account are to be used only for routine cemetery maintenance, repairs, and incurred expenses.
C. Casualty Insurance. The Association will maintain adequate liability and property damage insurance for the protection of the Board of Trustees and Members of the Wimberley Cemetery Association.
Article V
Burial Plot Assignments, Burial Plot Restrictions and Burial Plot Relinquishments.
A. Burial Plot Assignment. Burial plot assignments shall be limited to one (1) 10’x10’ traditional burial plot; two (2) 5’x10’ traditional burial plots; two (2) cremation burial plots; or two (2) columbarium niches per family, unless a majority of the Board of Trustees agrees to allow more. At the time of assignment the individual will be given a membership certificate showing location of the burial plot and a copy of the Constitution and Bylaws of the Wimberley Cemetery Association, or be provided with its website address where such information can be found.
B. Burial Plot Restrictions. 1. Borders and curbs surrounding a burial plot must not exceed on any part of such border or curb six (6) inches in height measured from the top of the border or curb to the natural, undisturbed ground. 2. No fragile, breakable items, such as glass containers, should be placed in or on a burial plot.
C. Burial Plot Relinquishment. Burial plots cannot be sold or given to another individual. Should an individual desire not to retain their burial plot(s), they may relinquish such burial plot(s) by writing a letter to this effect to the Wimberley Cemetery Association, P. O. Box 786, Wimberley, Texas 78676. Relinquished burial plots will be reimbursed in accordance with the following schedule:
1. 10' X 10' Traditional Burial Plot – $800
2. 5’ X 10’ Traditional Burial Plot – $400
3. Cremation Burial Plot – $200
4. Columbarium Niche - $2500
Article VI
Capital Improvements. The Wimberley Cemetery Association is responsible for the physical assets in the common areas of the Wimberley Cemetery. Such physical assets would include roads, road borders, fences, gates, fence retaining walls, walkways, grounds, signage, irrigation piping, and trees. From time to time the need arises to construct new physical assets or repair or replace damaged or deteriorating physical assets. The Board of Trustees shall remain knowledgeable regarding the physical condition of the Wimberley Cemetery and recommend capital improvements to ensure a safe and well-kept cemetery. The physical assets on and in a Member’s burial plot are the responsibility of the Member.
Article VII
General Maintenance and Upkeep. Periodic maintenance is necessary and required to maintain the Wimberley Cemetery in a safe and well-kept manner. The Wimberley Cemetery Association and its Members are responsible for the general maintenance and upkeep.
A. Members are responsible, during their lifetimes, for maintaining their own assigned burial plots.
B. Members are asked to volunteer for work days to be scheduled each year as needed. Notices will be printed in the local newspaper, posted on the Wimberley Cemetery Association’s website and Facebook page, as well as in the cemetery.
C. General maintenance and upkeep means:
1. the cutting of the grass at reasonable intervals;
2. the general care and pruning of the trees and shrubs that may be placed in common areas along the walks, roadways and boundaries; and,
3. the general care and preservation of the burial plots, common areas, including roads, road borders, fences, gates, fence retaining walls, walkways, grounds, signage, irrigation piping, and trees, is intended to accomplish the purpose of maintaining safe and well-kept cemetery grounds.
D. General maintenance and upkeep shall not include any of the following items.
1. the maintenance, repair or replacement of any gravestones, headstones, monuments, memorials or structures of any kind situated within a burial plot or serving as a border or curb around the burial plot;
2. the planting of flowers or ornamental plants;
3. the maintenance or doing of any special or unusual work in the cemetery unless approved by a majority of the Board of Trustees; and,
4. the construction or reconstruction of any marble, granite, bronze, masonry or concrete work on any burial plot where the same is damaged from any cause whatsoever.
Article VIII
Burial. The rules and procedures regarding burials are listed below:
A. At the time of an impending burial, a Trustee of the Wimberley Cemetery Association shall verify and stake the burial plot;
B. All applicable fees must be paid in full at the time of the first burial on a given burial plot. Hardship cases, as determined by a majority vote of the Board of Trustees, will be permitted to make installment payments to cover applicable fees;
C. Multiple or stacked coffin burials in the same grave are not permitted in traditional burial plots;
D. Multiple cremation burials are permitted in regular burial plots or cremation burial plots, and
E. Burials above ground or the spreading of cremains above ground are not permitted. Except that human cremains are allowed to be inurned in the Wimberley Cemetery Association Columbarium.
F: Members are required to install permanent headstones or markers for any burials on their plot within 3 years of any internment.
Article IX
Duties of the Board of Trustees. The duties of the Board of Trustees are to ensure that the management of the business and financial affairs of the Wimberley Cemetery Association conforms to the provisions of its Constitution and Bylaws. The Board of Trustees shall meet monthly to keep informed and conduct the business of the Wimberley Cemetery Association.
Article X
Duties of Officers.
A. The President shall preside at all regular meetings, appoint all committees, and be responsible for the assignment of all cemetery burial plots.
B. The Vice-President shall assume the duties of the President in absence of the President.
C. The Secretary shall keep the minutes of all meetings, send out notices and attend to correspondence as required, and be responsible for keeping all the records of the Wimberley Cemetery Association.
D. The Treasurer shall keep an accurate account of all receipts and disbursements, and give a report at each regular meeting showing the balance on hand, pay all bills as approved, and file the required reports each year with the U. S. Internal Revenue Service.
E. The Officers shall have the customary powers of such offices in nonprofit associations and shall discharge their duties in full compliance with the provisions of the Constitution and Bylaws of the Wimberley Cemetery Association.
Article XI
Conflict of Interest Policy. Trustees are subject to rules governing conflicts of interest.
A. For purposes of this Article:
1. The term "interest" shall include personal interest, interest as Trustee, Member, stockholder, shareholder, partner, manager or beneficiary of any concern and having an immediate family member who holds such an interest in any concern.
2. The term "concern" shall mean any corporation, association, trust, partnership, limited liability entity, firm, person or other entity other than the Wimberley Cemetery Association.
B. No Trustee of the association shall be disqualified from holding any office in the organization by reason of any interest in any concern.
C. A Trustee of the association shall not be disqualified from dealing, either as vendor, purchaser or otherwise, or contracting or entering into any other transaction with the organization or with any entity of which the organization is an affiliate. No transaction of the organization shall be voidable by reason of the fact that any Trustee of the association has an interest in the concern with which such transaction is entered into, provided:
1. The interest of such Trustee is fully disclosed to the Board of Trustees.
2. Such transaction is duly approved by the Board of Trustees not so interested or connected as being in the best interests of the organization.
3. Payments to the interested Trustee are reasonable and do not exceed fair market value.
4. No interested Trustee may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting at which such transaction may be authorized.
D. The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.
E. Prior to each election each nominee for the Board of Trustees shall be presented with a copy of this Conflict of Interest Policy. Upon election to the Board of Trustees each such Trustee shall sign an affidavit attesting to the understanding of this Conflict of Interest Policy and their affirmation to abide by this policy.
Article XII
Order of Business for Meetings.
Agenda
A. Introduction of Officers and Trustees
B. Reading and Approval of the Minutes
C. Financial Report
D. Unfinished Business
E. Election of Officers and Trustees
F. New Business
G. Adjournment
Article XIII
Rules of Order. All questions of parliamentary law shall be governed by a recent edition of Robert’s Rules of Order.
Article XIV
Expenditures for Operating Expenses and Capital Improvements. The Board of Trustees can authorize expenditures of the funds of the Association subject to the following restrictions.
A. The President and the Treasurer can authorize and disburse routine expenditures of less than fifteen-hundred dollars ($1,500).
B. A majority of the Board of Trustees can authorize expenditures from fifteen-hundred dollars ($1,500) to ten-thousand dollars ($10,000).
C. A majority vote of the Members attending a meeting or responding to mail ballots is required to authorize any expenditure that will exceed ten-thousand dollars ($10,000).
Article XV
Membership List. The list of members of the Wimberley Cemetery Association shall not be released to anyone, unless the majority of the Board of Trustees believe it is in the best interests of the Members to do so.
Revised February 2023