BYLAWS

As amended October 2011, June 2012, October 2012, May 2013, June 2014, April 2015, November 2017, April 2019, November 2019, October 2024

ARTICLE I — GENERAL PROVISIONS

Section 1 — Name: The name of the organization shall be Funeral Consumers Alliance, Inc. (FCA). 

Section 2 — Mission, Vision, and Values:

Our Mission:

The Funeral Consumers Alliance is an educational nonprofit with nationwide affiliates offering funeral consumer support, information, and advocacy for legislative change.

Our Vision:

• We advocate for greater access to accurate funeral information.
• We believe in the rights of consumers to make informed funeral decisions.
• We envision a funeral landscape that no longer includes funeral poverty.

Our Values:

• We value freedom of choice for consumers purchasing funeral goods and services regardless of race, ethnicity, sexual orientation, socioeconomics, and other factors.
• We value the rights of consumers to choose funeral goods and services that are in line with their religious, philosophical, and/or ethical beliefs.
• We value the right of next-of kin to make final arrangement decisions that include home, community, individual, family, and/or funeral professional care of the deceased.

Our Objectives of Service are:

• To publish educational content in a variety of media and formats at little or no cost for all consumers;
• To host events for all consumers;
• To serve as a consumer advocate and informed resource for pending legislation or regulations regarding end-of-life care and funeral industry practices; 
• To refer individuals with funeral-related complaints to appropriate agencies; 
• To encourage the presence of local affiliates and to refer inquiries from the public to affiliates; 
• To facilitate the exchange of information and experience among affiliates; and
• To provide guidance to our affiliates in achieving the above stated purposes.

ARTICLE II — OPERATIONS

Section 1 — IRS Classification: The Funeral Consumers Alliance, Inc. 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 affiliates 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 bylaws. No financial benefit shall inure to any member of the Board of Directors or any member-at-large as a direct result of being a member.

ARTICLE III — AFFILIATE MEMBERSHIP

Section 1 — Affiliate Formation and Governance

• Affiliates shall be nonprofit corporations that engage in dispersing accurate funeral information through similar activities that support the purposes of the national organization.
• Approval of the Board of Directors shall be required to obtain and maintain affiliate status.
• Affiliates shall be democratically controlled, non-partisan, non-sectarian, nonprofit, and shall admit individual members without regard to race, creed, gender identity or expression, sexual orientation, or national origin.
• Funeral-related vendors or members of the death-services industry may not serve in a governing capacity nor in a position of obligation or influence. A funeral-related vendor is any entity, other than a consumer cooperative or government organization, that engages in the professionally licensed business of providing body disposition services or funeral goods, or a person who works or is affiliated with a funeral-related vendor and receives financial remuneration for that work or affiliation.  [See Funeral Related Vendors Policy for full description]
• An initial application fee for affiliate membership of $50.00 shall be paid by an applying affiliate. It will be applied to its dues once the affiliate has been accepted into membership.

Section 2 — Affiliate Obligations to National

• Each affiliate shall pay annual dues calculated at no more than 15% of the affiliate’s annual income, excluding bequests, special gifts, interest or dividends, transfer fees, and sale of literature taken in by the affiliate for its own purposes. Affiliates that exceed the $50 minimum may elect to pay dues quarterly or at the end of the fiscal year.
• Where extraordinary circumstances are found to exist, and upon petition of the local affiliate to the organization’s Board of Directors, the Board is empowered to grant temporary adjustment of membership dues.
• Each affiliate shall provide FCA national with an annual report of financial, program, and membership activity in a format determined by the FCA board.
• Affiliates are welcome to provide FCA national with a complete list of members, including email addresses, annually. This information will be used for educational outreach purposes.

Section 3 — National Obligations to Affiliates: The FCA encourages and supports member affiliates engaged in articulating and promoting the FCA mission and message in their own local areas. The governing structure follows the Parent/Subsidiary model, where affiliates and the FCA maintain separate legal entities. The Affiliate Relations Committee works with the President to meet the needs of affiliates. National FCA is obliged to:

• Encourage robust relationships between the Board and affiliate Boards;
• Manage licensing agreements with affiliates;
• Retain copyright and ownership of intellectual property and trademark;
• Refer media requests to affiliate representatives when appropriate;
• Provide direct support and advice to affiliate representatives;
• Provide guidelines for running an affiliate;
• Provide bylaw and charter templates for new affiliates;
• Provide promotional and educational materials and general information plus instruction on how to use materials to affiliates;
• Provide publication templates for affiliate use, including website content;
• Host online and in-person conferences for affiliate members;
• Maintain a comprehensive database of affiliate contacts and shareable data.

Section 4 — Membership Revision Process: Affiliate requirements and benefits may be changed by majority vote of the Board of Directors at any time.

Section 5 — Affiliate Dissolution:

• Any affiliate may dissolve by following protocols set forth in the affiliate/national contract. Affiliates may also have their membership status terminated by a majority vote of the Board of Directors.
• The bylaws of each affiliate shall provide that, in the case of dissolution, the membership list and any assets shall be transferred to Funeral Consumers Alliance, Inc. 

Section 6 — Affiliates in Good Standing:

• An Affiliate shall be considered in good standing whose dues, as set forth in Section 1, are fully paid for the preceding four calendar quarters by January 31, provided that affiliate is conforming to the basic requirements set forth in this Article.

Section 7 — Affiliates Seeking Reinstatement of Good Standing:

• An Affiliate where status of good standing is in doubt will be notified in advance of any action by the Board of Directors or Executive Committee, and diligent effort will be made to help the affiliate retain its good standing by such help as the organization and nearby Affiliates are able to provide.
• An Affiliate declared not in good standing or declared inactive may be dropped from all listings of Affiliates of the organization, and inquiries may no longer be forwarded to it, although the organization will explore every reasonable opportunity to provide uninterrupted service to members of the affected affiliate.
• An Affiliate not in good standing or declared inactive may request reinstatement to good standing by submitting to the Board evidence that the conditions upon which the change of status was based have been rectified. Reinstatement shall be considered and acted upon by the Board on the same basis as the acceptance of a new affiliate into membership in the organization and acted upon on the same basis by the Board. 

Section 8 — Voting Privileges: Affiliates are non-voting in matters of Board business. If the need arises to solicit affiliate guidance in matters pertaining to affiliate business, each affiliate is awarded one vote/one affiliate privilege.

Section 9 — Affiliate Relations with Cooperating Funeral Businesses

FCA grew out of a memorial society model where relationships with cooperating funeral homes and cemeteries were sought. There remain some affiliates who still maintain this type of relationship. FCA affiliates formed after June 2024 shall not use this memorial society model.

FCA Affiliates that have used this model need to ensure any funeral homes, cemeteries, crematories or other death-related vendors with which they have agreements or contracts meet the following minimum standards: 

• The business shall be licensed by and in good standing with the state (when applicable). 
• If the business is a funeral home, its General Price List shall comply with consumer protection regulations under the Federal Trade Commission’s Funeral Rule and with any applicable state laws or regulations. Businesses not required to have a General Price List shall offer consumers as a standard practice a complete list of goods and services offered and the prices for each. 
• The prices offered by the business to the general public should be reasonable and fair. 
• The business shall have a clean complaint record with the applicable state regulatory bodies. Or, if consumers have filed complaints, the Affiliate shall make a reasonable effort to determine if the complaints were satisfactorily resolved and do not indicate a pattern of anti-consumer practices.
• Affiliates are strongly discouraged from having cooperative relationships with, or accepting discounts from, businesses that charge the general public (non-members) excessive or unfair prices, especially when more reasonably priced establishments are available in the affiliate’s service area. 

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 — Eligibility: Directors shall be members of affiliates in good standing when elected but may not be a funeral-related vendor or member of the corporate death-services industry at any time while serving on the FCA Board. [See Affiliate Members in Good Standing Policy]

Section 3 — Officers and Duties: There shall be four officers of the board, consisting of a President, Vice President, Treasurer, and Secretary. Their individual 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 as necessary;
• 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 Directors of their election to office; keeps a roster of Directors;
• issues notice of meetings;
• keeps the minutes of the meetings;
• holds Directors’ annually completed Conflict of Interest and Confidentiality forms;
• 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 4 — 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 staff and committee chairs. The board shall have no less than seven (7) and no more than nine (9) Directors. 

Section 5 — Terms of Board Directors: All board Directors shall serve three-year terms. Terms of office for newly elected Directors shall begin at the first meeting to occur after June 30 and will end on June 30 three years hence. Directors filling a vacancy created by a resignation shall assume the remaining term of the director who resigned. No Director shall be eligible for reelection immediately after having served three (3)consecutive full three-year terms in office. Exceptions to term limit rules may be made by unanimous agreement of the Board of Directors, with nominees abstaining. Length of terms and appointment dates shall  be staggered to avoid more than three terms expiring at the same time.

Section 6 — Terms of Office for Executive Officers: The terms of the Board President, Vice President, Secretary, and Treasurer shall begin in January and run for one (1) year. 

Section 7 — Filling of Board Positions: Annual calls for new board directors will be initiated in January of each year for installation in July. Solicitation shall be made through a variety of direct outreach methods, including email, newsletters, direct contact, affiliates, and social media. Applicants/nominees must be involved with a FCA affiliate. The Board of Directors is responsible for vetting candidates. Directors may be onboarded on a revolving basis throughout the year as needed.

Section 8 — Vacancies: Should any Director resign or be removed from office, the Board of Directors shall, upon a consensus vote, declare the seat vacant and appoint a replacement until the end of the leaving Director’s term. Should a vacancy occur in the office of the President, the Vice President shall automatically assume the duties of the President and a new Vice President shall be elected. All vacancies shall be filled in a timely manner.

Section 9 — Succession Planning: Board members shall identify the roles and skills needed annually to manage rotation losses and prepare for future projects. 

Section 10 — Resignation and Termination: Resignation from the board must be in writing and received by the Secretary.

Section 11 — Meetings and Notices: The board shall meet at least four (4) times per year, at an agreed upon time and place, or through an electronic video conference platform. An official board meeting requires that each board Director have written notice at least one week in advance.

Section 12 — Attendance Requirements: Any Director missing 25% or more of regular meetings of the Board of Directors during a calendar year, without being excused 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 13 — 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 circumstances. 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 14 — Removal from Office: Any individual director may be removed without assigning any cause by majority vote of the remaining Board Directors. Directors who wish to lodge a grievance against another Director must do so in writing directly to the President. If the President is the object of the complaint, complaints go to the Vice President or another officer. The responding officer must acknowledge receipt of the complaint in writing within five (5) working days. Responding to the complainant with a plan for addressing the complaint and the Director of note must be initiated within a reasonable period of time. (See Director Removal Procedure for further guidelines.) Any vote must be documented in meeting minutes.

Section 15 — Special Meetings: Special meetings shall be called by order of the President. In the event of the President’s inability to do so, said meetings shall be called by the Vice President, upon the request of at least three (3) members of the Board of Directors. The Secretary shall notify members of the 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.

Section 16 — Electronic Participation and Voting: Members of the Board of Directors may participate in a meeting by means of telephone or video conference call or similar communications platforms or 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 17 — Minutes: Minutes shall be kept of all Board meetings and shall be distributed to the Directors within seven (7) days of the date of said meetings by the Secretary or designee.

Section 18 — 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 19 — Proxies: Board Directors 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 20 — Compensation of Directors: Directors serve as volunteers and are not compensated. Directors may be paid mileage expenses or plane fare, food and lodging for attendance at select Board meetings as approved, in advance, by the Board.

Section 21 — Decision Making Process/Voting Procedure: Resolutions of the Board shall be made by consensus or by simple majority of those in attendance, providing that a quorum is present.

Section 22 — Quorum: A majority of Directors in office, which shall include at least one officer, shall constitute a quorum for the transaction of business.

Section 23 — 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 FCA Conflict of Interest Policy.

ARTICLE V — COMMITTEES AND TASK FORCES

Section 1 — General:  FCA will have several standing committees and ad hoc committees.  Additionally, task forces and projects may be formed to carry out specific goals and activities that further the mission of the FCA. Task forces attend to the specific business for which the group was formed. Short-term projects are managed by one project manager with any assistance requested.

Section 2 — 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 conducts discussions of a sensitive nature or regarding personnel matters in confidence.
3. 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 3 — Budget and Finance Committee:

1. The Treasurer is the chair of the Budget and Finance Committee.
2. The committee members are responsible for developing and reviewing fiscal procedures, fundraising plans, and developing the annual budget with staff and other Directors.
3. The board must approve the budget and all expenditures within the budget.
4. Any major change in the budget must be approved by the Directors or the Executive Committee.
5. The Treasurer shall report on the FCA’s finances, including an abbreviated profit and loss statement at each monthly meeting for review by the full Board. 
6. Directors may request and will be granted access to the full financial accounting records at any time.
7. The federal tax returns of the organization are public information and shall be    made available to the affiliates and the public.

Section 4  – Other Standing Committees:

ARTICLE VI — DIRECTOR AND STAFF

Section 1 — Executive Director (ED): An Executive Director may be hired by the board. In that event, the ED will have 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 Directors, and carry out the duties described in the job description as developed by the board. The board can designate other duties as necessary. 

Section 2 — Executive Assistant: The Executive Assistant shall be responsible for completion of the following tasks:

• Ensuring tasks are completed in accordance with existing policies and procedures.
• Directing inquiries (via phone, email and in person) to the appropriate affiliates or Board members.
• Handling basic office duties, such as answering and routing phone calls, responding to emails, maintaining records, and data entry and reporting.
• The duties of the Executive Assistant shall be reviewed periodically and adjusted as necessary.

Section 3 — Board Oversight: The Board of Directors shall be responsible for developing, revising, and recommending personnel job descriptions, performance review descriptions and processes, personnel policies, and annual compensation packages as needed. Employee personnel policies shall include: a) terms and conditions of employment, b) working conditions, c) fringe benefits, d) a grievance procedure and e) a disciplinary process. 

ARTICLE VII — AMENDMENTS

Section 1 — Amendments: These bylaws may be amended when necessary by a simple 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 VIII — 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 FCA.
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 Officers Insurance for its board Directors.
5. The intent of these provisions is to limit the liability of directors and officers of the corporation to the fullest extent permitted by Pennsylvania state law (Corporation Not for Profit: Indemnification and Liability of Officers, Directors, Employees, and Agents) and any other statute of similar import.

ARTICLE IX — CONFLICTS OF INTEREST

Section 1 — Conflicts of Interest:

1. Any possible conflict of interest on the part of any Director 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 Director 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 X — DISSOLUTION AND DISPOSITION OF ASSETS

Section 1 — Dissolution and Disposition of Assets: Upon termination or dissolution of the Funeral Consumers Alliance, any assets lawfully available for distribution shall be distributed to one 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 XI — CERTIFICATION/STATEMENT OF AUTHORITY

These bylaws were approved at a meeting of the board of directors by a simple majority vote on October 15, 2024.