The board of directors of the Blanco Historic Cemetery Association met on Monday evening, December 12, to review the new constitution and bylaws. Directors Gail McClellan, Connie Russell, Rebecca Howerton, Diane Hostetler, and Clara Gourley were present.
A committee of members was given the task, nearly a year ago, of revising the association’s constitution and bylaws to reconcile the conflicts in the two documents.
“Our job as directors is not to pass on this,” said board president Gail McClellan. “A committee has written it and our job is only to ask questions. ... The directors can ask questions about things we don’t understand or we think we saw a contradiction. ... And then it goes to the membership. The membership will approve this; the directors do not approve it.”
Directors Hostetler and Howerton asked why the directors’ meeting had been called. McClellan replied that the constitution requires that the changed documents be posted for 60 days. In order for the documents to be ready for the annual membership meeting set for the fourth Saturday in February, the board had to meet to ask questions of the committee.
“We’re never going to have a document that everyone agrees on,” McClellan said, “but we will have a document that we can submit to the state.”
McClellan also said that, with Mildred Jones’ help, she had filed the association’s tax exemption paperwork. She had not heard back if the association’s exemption will be approved since paperwork had not been filed for a few years in the past.
“We need this constitution in order to remain tax exempt,” added McClellan.
Since the association was exempt before, there must be a constitution; one has yet to be found.
“What is the rush to get this done when it hasn’t been done correctly?” asked Howerton.
McClellan replied that the documents need to be ready for the membership to vote on them in February. Howerton asked why there needs to be a vote when the association already has a constitution and bylaws.
The constitution was signed but the bylaws conflicted with it, answered Clara Gourley. The committee was created to resolve the conflicts. Tina Gourley, who was president of the board at the time, gave the committee instructions on items to update.
Howerton asked if the instructions included the “libelous” removal of a director due to personal issues. Clara Gourley replied that the instructions asked the committee to include language about removing a board member for “conflicts of interest, inability or unwillingness to serve, etc.”
Howerton noted that the county has 86 cemeteries, three of which are city cemeteries. Only Blanco’s cemetery has constitutions and bylaws. None of the cemeteries have language about removing a board member, Howerton said, and most don’t even have a board of directors.
“I don’t know why you have decided to put that type of verbiage in there, because we’ve never had it before,” Howerton said, directing her comment to McClellan. McClellan replied that she had not had input except for what the other directors have had.
McClellan added that the Blanco Historic Cemetery is not like the other cemeteries; every cemetery is different and Blanco’s has its own set of issues.
Jon Warren, spokesperson for the committee, was then introduced by McClellan; she reminded the board that the purpose of the meeting was to ask questions about the new documents.
“Our goal was to take whatever we could find in the constitution and bylaws,” Warren began, “and make them into documents that both work together. ... We tried to make it as straight forward as possible.”
Howerton asked why it was necessary to change the constitution and bylaws by the February membership meeting. The directors should’ve been able to sit down and go over the new documents from page one. “Why have we not been allowed to do that?”
McClellan replied that Tina Gourley charged the committee with creating the new documents to keep the association tax exempt.
“We are still on course for this constitution,” McClellan continued. “We’ve had plenty of time; we’ve been working on the constitution since 2009. It was not accepted when it was turned in. We will proceed because the membership voted on it and we are the servants of the membership. Whatever we think, we will do what the members voted on and this is one thing that they voted on.”
“We promised the membership, the next time we met, we would present them with a constitution and bylaws, which we have not had,” McClellan said. “And that’s what we’ll do because we told them we would.”
“We’re still directors,” Howerton said, “and I still want to be able to sit down here, as a director, and go over this. ... All of us should’ve been allowed to do this.” She added that the language allowing the removal of directors has never been done before and was libelous.
Hostetler added that Tina Gourley was no longer on the board and shouldn’t continue to be blamed. Warren replied that Tina originally created the committee and provided the original instructions as a starting point.
Since 1968, no director had been forced off the board, Howerton said; they had retired or died.
Clara Gourley commented that the committee had worked for seven months, given out drafts, and had taking suggestions to heart. “There is no ill intention. ... This is not the first time you’ve seen this. This is the third revision. You’ve had input and we’ve acknowledged it. The committee has come up, with the suggestions passed on to us and what we’ve had to work with, this is what we came up with. This has not been a hurried situation. ... It shouldn’t take more than a year to get this fixed.” The hurry is the time limit to prepare the documents for the membership, Gourley said.
Director Russell asked why the association was redoing the constitution, which was previously approved by members in March 2010. Warren replied that there were conflicts between the constitution and bylaws.
Howerton said that her changes were not included; McClellan said some of her changes were also not made. Warren said the committee looked at the changes requested, evaluated the merit, and made changes that “made sense.”
Howerton asked if it didn’t matter what the directors said in the meeting. Warren answered that the committee was tasked with reviewing the documents; the board could throw out the work or make their own changes.
The board then discussed the definition of a member, that members had one vote regardless of the amount of plots owned, the possibility of annual maintenance dues, when the board names officers after elections, notifications of membership meetings, the duties of the operations manager, the secretary’s official membership list, and the removal of board members.
Howerton requested that the part about removing a board member be deleted and “replacement” used instead. Warren replied that, if the board attempted to downsize, they would need to remove directors and not replace them.
Many changes brought up by the board were noted by Warren and Gourley. The new versions of the constitution and bylaws will be posted for members to review before the annual meeting in February. A notice will be published in the Blanco County News when the documents are available.