2014 -- H 8366

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LC006033

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     STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2014

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A N   A C T

IN AMENDMENT OF AN ACT TO INCORPORATE THE WESTERLY CEMETERY

COMPANY AS AMENDED

     Introduced By: Representative Brian P.Kennedy

     Date Introduced: June 20, 2014

     Referred To: House Corporations

     It is enacted by the General Assembly as follows:

     SECTION 1. That act entitled "An Act to Incorporate the Westerly Cemetery Company"

enacted at the October Session 1849, as amended at the sessions of January 1853, January 1882,

January 1908 and January 1996, is hereby further amended to read as follows:

     Section 1. Vincent Carr, Lyndon Taylor, George D. Cross, William C. Pendleton, Rowse

Babcock, Horatio N. Campbell, and such others as are or may be associated with them, and their

successors, shall be a body politic and corporate by law, under the name of the River Bend

Cemetery Company and by that name shall be able and capable in law to have and use a common

seal, and to do all other things that are incident to corporations.

     Section 2. The estate, property and affairs of said corporation shall be managed by five

trustees, a majority of whom shall be a quorum capable of doing business. The trustees shall be

elected to five year terms, it being the intention to elect only one trustee at every annual meeting.

     At the next annual meeting, five trustees shall be voted in, one for a one year term, one

for a two year term, one for a three year term, one for a four year term and one for a five year

term. The election shall be by ballot, and every proprietor of a lot, or if there be more than one

proprietor of any such lot, then such one as a majority of the proprietors of such original lot, for

the time being, shall designate to represent such lot, shall have either in person or by proxy, one

vote for each such lot, and the person being a lot proprietor, having a majority of all the votes

given at such election, shall be declared a duly elected trustee for each of the five different terms.

     At every annual meeting subsequent to the next annual meeting, one trustee shall be

voted in for a five year term. The election shall be by ballot, and every proprietor of a lot, or if

there be more than one proprietor of any such lot, then such one as a majority of the proprietors of

such original lot, for the time being, shall designate to represent such lot, shall have either in

person or by proxy, one vote for each such lot, and the person being a lot proprietor, having a

majority of all the votes given at such election, shall be declared a duly elected trustee for a five

year term.

     The trustees shall in all cases be chosen from among the lot proprietors, and shall have

the power to fill vacancies in their number that may occur during the period from which they hold

their office; and in case of a failure in the annual meeting of the Company, the trustees for the

time being shall continue in office and shall elect others to fill vacancies until an election shall

take place by the Company.

      (A) The estate, property and affairs of said corporation shall be managed by at least five

(5) trustees but no more than seven (7) trustees, all of whom must be lot proprietor(s). The term,

"lot proprietor(s)", for the purposes of this subparagraph 2.A., shall be defined as a person who

personally owns an interest in a River Bend Cemetery lot, a person who is a trustee and represents

the trust owning such an interest, a person who is the managing partner of a general or limited

partnership or a limited liability partnership owning such an interest, a person who is the

managing partner of a general or limited partnership owning such an interest and represents their

interest, or an officer representing a corporation or a limited liability company that owns such an

interest and said officer represents their interest or a person who represents some other entity (an

estate or other entity) that owns such an interest and said person represents such other entity.

     (B) The number of trustees, between five (5) and seven (7) shall be determined by the

Board of Trustees at any annual meeting of the corporation. The terms of the trustees shall be for

five (5) years. In no event shall more than two (2) trustees be elected in any one calendar year.

Should a trusteeship, for whatever reason, be vacated, the board of trustees shall have the power

to elect a replacement trustee for a term ending at the next annual meeting, unless such

subsequent election exceeds the limit set herein, then the term may be extended for one more

calendar year. The rules regarding trustee terms staggering, the definition of a voter (to be based

on lot ownership), proxy voting, et cetera, shall be determined by the board of trustees in the

bylaws of the corporation.

     Section 3. An annual meeting of said Company shall be held olden at such time and place

as the by-laws shall direct, notice whereof shall be given by posting up notices in at least three

public places in the Village of Pawcatuck, Connecticut and/or the Town of Westerly, Rhode

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Island, seven days at least before the time of meeting. A business quorum shall consist of not less

than five persons present, being lot owners or representatives of lots. The trustees shall make a

written report to the corporation at such annual meeting of their doings, and of their management,

condition and fiscal concerns of the Corporation.

     Section 4. Special meetings of the Company on other days may be called by order of the

trustees, or upon request made in writing to the trustees by five members of the Company. At

such special meetings such business shall only be transacted as shall be specified in the order

calling the same, and in the notice given of such meeting to the members.

     Section 5. The trustees of said Company, under the direction of the Company, shall have

power to purchase and hold land, not exceeding one hundred acres, to be used for the purpose of

the cemetery, and to erect and hold such buildings, structures, and personal property as shall be

requisite to the improvement and maintenance of said Cemetery, to sell the lots in said Cemetery,

to appoint and employ a treasurer, secretary, and other officers, and to make such by-laws, rules

and regulations relating to lots and to the other concerns of the Company, as they from time to

time may think necessary.

     Section 6. All lots or parcels of ground when conveyed, designated and numbered as lots

by said corporation shall be indivisible, by but may afterwards be held and owned in undivided

shares, and the funds arising from all sales made by said Corporation or otherwise, or the income

of such funds, shall, at the discretion of the Company, be applied to the payment of the purchase

money of the land acquired by said Corporation, and to the preservation, improvement and

embellishment of the said Cemetery, and the incidental expenses thereof, and to no other purpose

whatsoever.

     Section 7. The rights of individual lot owners in and to lots purchased, after the passage

of this act, shall be created by deed from the Treasurer under the common seal of said Company,

and such lots, together with those now held by proprietors, shall be deemed personal estate, and

subject to the rules and regulations of said Company or their trustees. Transfers of such rights

among individuals shall be by deed, and all original deeds and deeds of transfer shall be recorded

in the Company's books. No transfer of any right shall be valid, until approved by the Company

or the board of trustees, and properly authenticated by a certificate signed by the trustees or their

authority. Any person may convey, devise or bequeath any estate, real or personal, to the

Corporation to hold the same in perpetual trust, to apply the same or the proceeds or income

thereof to the care, support, or improvement of said Cemetery, or any part thereof or any lot or

monument or structure therein; Provided, that no such trust shall be binding or obligatory upon

the Corporation, until the same has been accepted by the written assent of a majority of the

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trustees for the time being and duly recorded.

     Section 8. The property of said Corporation, and the lots held by the proprietors thereof,

or which may be conveyed by said Corporation to individual proprietors, shall be exempt from

assessment by the Company and public taxes, and not liable to be sold on execution or applied to

the payment of debts by assignment, or under any bankrupt or insolvent laws.

     Section 9. No public way shall be made over or through any part of the cemetery estate of

said Company, without the consent of the trustees and of the individual lot owners who shall be

affected thereby.

     Section 10. The first annual meeting shall take place within twenty days after the passage

of this act of incorporation, notice of which meeting shall be given by Lyndon Taylor, by posting

up notices in three or more public places in the Village of Pawcatuck in Westerly.

     SECTION 2. This act shall take effect upon passage.

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EXPLANATION

BY THE LEGISLATIVE COUNCIL

OF

A N   A C T

IN AMENDMENT OF AN ACT TO INCORPORATE THE WESTERLY CEMETERY

COMPANY AS AMENDED

***

     This act would amend the provisions of the act of incorporation of the Westerly Cemetery

Company Crow River Bend Cemetery Company pertaining to the board of trustees.

     This act would take effect upon passage.

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