Bylaws

ARTICLE 1.
Any person who is a licensed funeral director or licensed funeral director/embalmer, employed by a member firm and listed on the firm member's membership application or renewal will have office holding privileges. Any person, who is an allied member, may not vote or hold office.

ARTICLE 2.
Officers of this Corporation shall be nominated for their named respective offices, under the proper order of business, at the annual meeting of the corporation, and shall be elected by a majority vote of the members present or by proxy. If there is only one nomination for any office, that person may be elected by acclamation. If two or more are placed in nomination for one office, the one receiving the majority of votes cast shall be declared elected.

ARTICLE 3.
The president shall be the presiding officer at the meetings of the corporation, and enforce and execute a strict obedience to the Articles of Incorporation; By-Laws, rules and regulations. The president shall have no power to vote except in case of a tie, when the president shall have the deciding vote. The president shall have general supervision of all the affairs of the corporation and shall regulate discussion according to parliamentary law, Roberts Rules of Order the accepted authority.

Immediately after being elected, the president shall appoint all standing committees, and shall have the power to appoint other committees deemed necessary throughout the term of office.

The president shall be chairman of the executive committee. The president must, in case of emergency, when designated by a majority vote of the executive committee, call a special meeting of the corporation, and a notice of same shall be sent to each member at least five days before the date set for said special meeting.

The president shall have the power to fill all vacancies caused by death, resignation, or inability of any officer to perform the duties required of him.
The president shall have the power to call executive committee meetings when the business of the corporation requires it or he deems such meeting to be necessary to properly conduct the business affairs of the corporation, and he must call a meeting of the executive committee when requested to do so by a minimum of three members of said executive committee.

The president shall make a report at each annual meeting of the transaction of the office, and such recommendations as the president deems proper. The president shall, with the vice-president, be an ex-officio member of all committees.

The president shall be a delegate to the National Funeral Directors Association Convention and shall attend the legislative conference/advocacy summit. The president shall be reimbursed for the travel expenses, including: coach fare, lodging (single standard room), full registration fee expenses, and food expenses. Such reimbursement shall be approved by the executive committee. Acting instead, the vice-president shall receive the same reimbursement of expenses.

ARTICLE 4.
It shall be the duty of the vice-president, and in absence or inability to attend to the duties, the treasurer, then the secretary, to assist the president in the discharge of the vice-president’s duties, and in case of absence, resignation, death or inability of the president, the vice-president shall act as president for the remainder of the term for which the person was elected. The vice-president shall, with the president, be an ex-officio member of all committees. The vice-president shall attend the leadership conference and shall be reimbursed for the travel expenses, including: coach fare, lodging (single standard room), full registration fee expenses, and food expenses.

ARTICLE 5.
It shall be the duty of the treasurer to attend all meetings of the corporation. The treasurer shall render a full report of all money received and paid out by the executive director, together with all transactions of the director’s office during the year and a financial statement of the condition of the corporation to the members at the annual meeting and such other duties as the executive committee may deem necessary. The Treasurer shall be the chairman of the Finance committee.

ARTICLE 6.
It shall be the duty of the secretary to attend all meetings of the corporation and to keep a record of the same. It shall be the secretary’s duty to call the roll of the membership at the meetings of the corporation, and to read the minutes of the previous meetings.

ARTICLE 7.
It shall be the duty of the sergeant-at-arms to announce the start of the meetings and to maintain order.

ARTICLE 8.
The executive committee shall be made up of those individuals as set forth in Article IV of the Articles of Incorporation.

The executive committee shall act on all matters concerning this corporation during the year and may act by a majority vote on such matters on behalf of the corporation providing said action is not prohibited or expressly state otherwise in the Articles of Incorporation of these By-Laws. Each member of this committee shall, whenever possible, attend all meetings of the committee and act on behalf of the membership when making decisions concerning this corporation.

ARTICLE 9.
The finance committee shall examine the books of the treasurer, and make a full report on the financial conditions of the corporation at the annual meeting.
 
ARTICLE l0
The membership committee shall be referred to all applications for membership. The chairman of the committee shall be the secretary of this corporation. The committee shall be composed of a representative from each District.

It shall be the duty of the membership committee to seek new members for the association; to receive and review all applications for membership and to make recommendations on the same to the executive committee. Each application for membership shall be accompanied by the payment of the first year’s dues as set forth in Article 20 of these by-laws. The executive committee may accept an applicant into membership of the Corporation by a two-thirds vote.

ARTICLE 11.
The laws and legislative committee shall be referred to all matters of bills, laws and regulations pertaining to the operation of funeral practices. After consideration, the committee shall be empowered to carry out and effectuate, on behalf of the membership, all manner of action necessary, pertaining to the matter of all laws, bills and regulations. The laws and legislative committee shall, with the executive committee, work for the accomplishment of all approved recommendations.

The laws and legislative committee chairman shall attend the legislative conference. The chairman shall be reimbursed for the travel expenses, including: coach fare, lodging (single standard room), full registration fee expenses, and food expenses. The chairman shall also attend the leadership conference and shall be reimbursed for the travel expenses, including: (coach fare), lodging (single standard room), full registration fee expenses, and food expenses. Such reimbursements shall be approved by the executive committee.

ARTICLE 12.
The resolutions committee shall have all resolutions presented to the committee and shall have the authority to make any resolution deemed necessary. After consideration, the resolutions committee chairman will present all resolutions to the convention with the committee’s recommendations to the general assembly. Any member desiring to bring resolutions to the convention must present same to the committee in writing. The chairman of this committee shall be the sergeant-at-arms of this corporation.

ARTICLE 13.
This corporation shall be divided into four districts; each district shall have the right to have its own members: each member must be a member of the Louisiana Funeral Directors Association and shall pay dues as deemed in Article 20 of these by-laws; each member, upon application, shall elect the district which the member will participate in based on Articles 14, 15, 16 and 17 of these by-laws. Each district shall have the right to have officers who will take their office at the annual meeting of the corporation, to hold meetings and to transact any business, to have a Constitution and By-Laws, as long as their actions are not in conflict with the Articles of Incorporation and the By-Laws of the Louisiana Funeral Directors Association.
 
ARTICLE 14.
The North District shall be comprised of the following parishes: Caddo, Bossier, Webster, Claiborne, Union, Morehouse, West Carroll, East Carroll, Bienville, Lincoln, Ouachita, Richland, Madison, Jackson, DeSoto, Red River, Natchitoches, Winn, Caldwell, Franklin, Tensas, Sabine, Grant, Lasalle, Catahoula, Concordia, Vernon, and Rapides.

ARTICLE 15.
The South District shall be comprised of the following parishes: Orleans, Jefferson, St. Bernard, Plaquemine, Washington, St. Tammany, St. John the Baptist, St. Charles, Assumption, Terrebonne, and Lafourche.

ARTICLE 16.
The Southwest District shall be comprised of the following parishes: Beauregard, Allen, Evangeline, St. Landry, Calcasieu, Jefferson Davis, Acadia, Lafayette, St. Martin, Iberville, Cameron, Vermilion, Iberia, St. Mary, St. Martin, and Avoyelles.

ARTICLE 17.
The Southeast District shall be comprised of the following parishes: Pointe Coupee, West Feliciana, East Feliciana, St. Helena, Tangipahoa, West Baton Rouge, East Baton Rouge, Livingston, Ascension and St. James.

ARTICLE 18.
These By-laws may be changed from time to time by a two-thirds vote of the members present or by proxy at any regular meeting or by any special meeting called for the purpose of changing said By-laws.

ARTICLE 19.
All members submitting proxies at a general or special meeting of the corporation, must present same to the secretary prior to the opening of the meeting or session; said proxies must contain the name of the member voting the proxy and must either be notarized, witnessed by the secretary and one full member of the association, or submitted electronically to and vetted by the Association Management Company.

ARTICLE 20.
The annual dues of the corporation for full members and allied members shall be those dues established by the executive committee as well as any special assessments authorized by the executive committee of this corporation. Dues shall be payable in advance by the first of January and shall become delinquent on the first day of February. Any member in arrears for dues shall not be permitted to attend the functions and activities of the corporation until such dues are paid to the treasurer. Any member in arrears at the conclusion of the annual meeting shall be stricken from the rolls of membership and in order to regain membership must submit a new application for membership in accordance with the Articles of Incorporation and By-laws.

ARTICLE 21.
A proposal for expulsion from the corporation may be submitted by at least three members of this corporation. Said proposal must show the reason and cause for expulsion. The membership committee then shall then investigate this proposal and make their findings known to the executive committee, who shall then decide on the matter. If the finding of the executive committee indicates expulsion, then said decision of the executive committee must be brought to the floor of the next annual, mid-winter/spring, fall or special meeting of the corporation for final disposition.

ARTICLE 22.
The annual meeting of this corporation shall be held on or before the first day of July each year, on a date selected by the executive committee. A mid-winter/spring meeting will be held on a date to be selected by the executive committee. A fall meeting will be held on a date to be selected by the executive committee. All arrangements for meetings, including programs, exhibits, lectures, entertainment, and all other details shall be under the supervision of the executive committee of this corporation, and the executive committee shall have the authority to expend the necessary sums of money from the funds of the Corporation to defray the expenses of any meetings. The executive committee shall have the authority to select the next meeting place provided a meeting place is not decided at the annual meeting.

ARTICLE 23.
If any special or general meeting is called other than the annual, fall or mid-winter/spring meeting, a separate and distinct notice must be sent to the membership via physical mail, email, published in the LFDA newsletter, social media platform(s), or the LFDA app, stating the business to be considered and only that business may be acted upon at that meeting; said notice to be mailed, physically or electronically, at least 10 days prior to said meeting.

ARTICLE 24.
It shall be the duty of the constitution and by-laws committee to have referred to them and review all proposed changes and any amendments to the Articles of Incorporation and By-laws, all proposed changes and amendments shall be submitted to the membership and the committee shall report such changes and amendments as they deem advisable. The chairman of this committee shall be the Treasurer of this Corporation.

ARTICLE 25.
The education committee shall provide educational opportunities to the membership, all licensees in the state and the public at large to facilitate the objectives of this corporation. It is the particular responsibility of the committee to organize and direct the fall, mid-winter/spring meeting and other seminar(s) of this corporation. The treasurer shall be a member of this committee and the chairman shall be the vice-president of this corporation.

ARTICLE 26.
The scholarship committee shall receive and consider all applications for educational scholarships, certify the recipients, award scholarships in the amounts prescribed by the corporation, maintain records on each recipient and provide a report of its activities to the corporation at its annual meeting. The scholarship committee shall consist of three (3) voting members. The term of each scholarship committee shall be for three (3) years. All terms shall commence at the conclusion of the annual convention held three (3) years later. Unless completing an unexpired term, no scholarship committee member shall serve more than two (2) consecutive three-year terms. A scholarship committee member who has served two (2) consecutive three-year terms may not be appointed to fill an unexpired term resulting from vacancy until at least one (1) year has lapsed between the end of the individual’s last three-year term and the date the vacancy is filled. The terms of the scholarship committee members shall be staggered so that one (1) of the terms commences each year. The staggering of the scholarship committee shall be accomplished by having one (1) scholarship committee member serve an initial one-year term and one (1) serve an initial two-year term. To initiate the staggering of the terms, the president of this association at the 2004 annual convention shall appoint the initial one-year and two-year scholarship committee members. The third scholarship committee member will be appointed at the conclusion of the 2004 annual convention by the president elected at that convention. It is prohibited for any of the three appointed members of the scholarship committee to be from the same member firm.

ARTICLE 27.
LFDA, as an organization dedicated to preserving time honored and valued traditions, seek from its officers and board members a nominating framework ensuring continuity of individuals whose past dedication to serve funeral service is well known.

The nominating committee shall consist of the four most recent immediate past presidents, each representing a separate district, shall by LFDA Winter/Spring Meeting, determine which district is in line to offer, for service, an individual from a member firm to begin the ascent from Sergeant-at-Arms to the LFDA Presidency.

The member firm shall affirm in writing their intent to offer the candidate for service, support that candidate with time off and funding for the candidate’s tenure on the board by May 15^th.

The chairman, immediate past president, shall at the general membership meeting of the Association’s annual meeting make a “report of the nominating committee.”

That report shall include a listing of the following incoming officers:
            President, who shall be the previous year’s Vice-President
            Vice-President, who shall be the previous year’s Treasurer
            Treasurer, who shall be the previous year’s Secretary
            Secretary, who shall be the previous year’s Sergeant-at-Arms
            Sergeant-at-Arms, who firm “XYZ” and individual have both affirmed commitment of time and money necessary to perform the duties required

The chairman then places nominee in nomination. (No second is required)

The President shall then ask two times, “Are there any other nominations?”  After the second time of not receiving an additional nomination, the President shall state “As there are no other nominations, I request a motion to close nominations and that candidates be elected by acclimation.”  Motion, second, call for vote.

ARTICLE 28.
Directors (state level officers, as well as district governors) who fail to perform the expected duties of a Director may be removed from the executive committee because of:

1. Negligence of executive committee duties and responsibilities;
2. Failure to attend (in person or by teleconference) executive committee meetings regularly;
3. Conviction of illegal activity as a member of the executive committee; or
4. Acting in a manner detrimental to Louisiana Funeral Directors Association.

A Director may be removed by only a 2/3 majority of all voting directors, and the motion to remove any Director will state clearly the cause for removal.

ARTICLE 29.
Except to the extent such indemnification may be prohibited by law, the association, its receiver, or its trustee shall defend, indemnify, hold harmless, and pay all judgments and claims (including amounts paid in settlement) against any current or former officer or director (and the heirs, executors or administrators of any such director or officer or former director or officer or person) and pay all costs (including reasonable attorney fees) and legal or other expenses,  reasonably incurred by or imposed upon them, or any of them in connection with or resulting from any claim, action, suit or proceeding, whether civil or criminal, in which they, or any of them, are made parties, or a party, by reason of being or having been directors of officers or a director or officer of the association, to the full extent allowed by Louisiana law, except such right of indemnification shall not apply, however, in relation to matters as to which any such director or officer or former director or officer shall be finally adjudged in such action, suit or proceeding to be liable for acts or omissions that are found to be willful misconduct or an intentional violation of this Agreement. In such event the officer or director shall reimburse the association for any sums the association has paid to or on behalf of such officer or director in connection with the matter for which such officer’s or director’s willful misconduct or intentional violation of this Agreement is determined. If any such claim, action, suit or proceeding is settled (whether by agreement entry of judgment by consent, or otherwise), the determination in good faith by the board of directors of the association that such claim, action, suit or proceeding arose out of willful misconduct or an intentional violation of this Agreement by the director or officer or former director or officer, such officer or director shall not be entitled to indemnification and shall reimburse the association for any sums the association has paid to such officer or director in connection with such matter.

Amended June 10, 2024.