The Evergreens Cemetery

“The evergreens cemetery is a nonsectarian not-for-profit membership corporation and is a regulated cemetery corporation under the new york state cemetery law. Members of the corporation consist of the lot holders and their heirs.”

“The evergreens cemetery holds an annual corporate meeting which is open to all members. Members of the corporation consist of all lot owners (includes all burial spaces). A notice of the meeting is published in the brooklyn eagle notifying all who wish to attend. At the annual meeting, the minute book of the corporation containing minutes of the meetings for the preceding year is open for inspection. Nominations for inspectors of the election are made and inspectors are elected and sworn in accordingly. The inspectors receive and examine the proxies and ascertain the number of members present in person or by proxy meet the required number for a quorum. The chairman presents motions for the actions of the trustees and officers of the corporation for the previous year to be ratified and approved. In addition, the members vote on trustees nominated to serve the corporation. The votes are counted by the inspectors and the results noted. Elected trustees serve terms of three years.”

“The investment committee oversees the management of the cemetery's investment portfolio. The committee utilizes an outside professional investment management company to assist in this process. The committee reviews prospective investment opportunties which includes researching and interviewing potential candidates. The investment committee reports its' findings to the board and a avote is made on the recommendations. All investment agreements are reviewed by counsel prior to signing.”

“The board reviews the federal form 990 tax return at a quarterly and/or special trustees meeting. Should any questions arise to which management can not provide a satisfactory answer, management will request clarification from the tax preparer. After all questions have been anwswered, the board will will approve the tax return and instruct management to sign and file the tax return.”

“Directors and officers have a duty to the cemetery to govern affairs honestly and economically, exercising their best care, skill and judgement for the benefit of the cemetery. To avoid the appearance of impropriety, the directors and officers shall disclose to the board any situation in which the director or officer has a conflict of interst or duality that could be reasonably viewed as forming a basis for that person to act in other than the best interest of the cemetery and follow the procedures stated in the policy governing the participation on behalf of the cemetery. Procedures: a) any director having a conflict of interest should dislcose such interest and not vote on the matter and if requested, withdraw from any discussion on the matter. B) bring matter to attention of president or chair c) requirement does not prevent director from stating his or her opinion d) applies to members of immediate family adherence to policy is confirmed annually at board meeting.”

“Prior to the annual meeting, the chairman surveys comparable cemeteries in the area to determine the current level of compensation for executives. In addition to the wages offered, the chairman factors in the current activity level of those cemeteries as compared to that of the evergreens as well as other benefits offered. The matter is discussed by the trustees and a determination of the president's salary is made and voted on by the board.”

“The cemetery's tax return and financial statements are available to the public upon written request at no cost. In addition, the cemetery files a copy of it's annual audited statements with the nys division of cemeteries. The cemetery holds elections at its annual meeting in april which is open to all lot owners of the cemetery. All trustees and employees are provided with copies of the cemetery's conflict of interest policy and whistle blower policy.”

“The president engages the auditors with the approval from the board of trustees. Based upon the small number of trustees (8), the audited financial statements are reviewed and discussed with the full board as well as the president. In addition to the statements, the auditors discuss any management comments as well as reviewing with the board all auditor required communication. The board retires to executive session in order to discuss matters without management. At the conclusion of the meeting, the board of trustees vote on accepting the financial statements. This process has not changed from the prior year.”