ARTICLE I

Name and Authority

1.1 The name of the corporation shall be Frankford Cemetery Association, Inc., (hereinafter referred to as the “Association”), under which name the Association was incorporated as a Texas nonprofit corporation on April 29, 1948 pursuant to a document filed with the Texas Corporate Charter Division (hereinafter, the “Articles of Incorporation”) and serves as the successor to an unincorporated association in existence since 1920. These Bylaws are subject to, and governed by, the Texas Business Organizations Code (“TBOC”) and the Articles of Incorporation. In the event of a direct conflict between the provisions of these Bylaws and the mandatory provisions of the TBOC, the TBOC will be controlling.

ARTICLE II

Purposes and Restrictions

The purposes for which the Association is organized are as follows:

2.1 The Association is organized and shall be operated exclusively not for profit and for the benefit of its members for purposes of disposing of bodies by burial or cremation, including, but not limited to, (i) managing, maintaining, improving, and operating Frankford Cemetery and its surrounding property as a non-perpetual care cemetery, which cemetery is located at 17400 Muirfield Drive, in the City of Dallas, County of Collin, State of Texas, and (ii) conducting any one or more or all of the businesses of a cemetery which are not prohibited by the Internal Revenue Code or the corresponding provisions of any subsequent federal tax law or the regulations under any such federal tax law (collectively, the “IRC”) or the laws of the State of Texas, which are necessary or appropriate to carry out the foregoing purposes, as determined by the Board of Directors of the Association (the “Board of Directors” or the “Board”) pursuant to Section 501(c)(13) of the IRC.

2.2 The Association shall be operated exclusively for nonprofit purposes. The net earnings of the Association shall be dedicated to the operation, maintenance, and improvement of the Frankford Cemetery, and no part of the net earnings of the Association shall be to the benefit of or be distributable to, it’s directors, officers, trustees, managers or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. The Association shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(13) of the IRC, or corresponding section of any future federal tax code or (b) by a corporation, contributions to which are deductible under Section 170(c)(5) of the IRC, or corresponding section of any future federal tax code.

ARTICLE III

Offices

3.1 The principal office of the Association shall be located at 17400 Muirfield Drive, Dallas, Collin County, Texas or at such other location within the State of Texas as shall be designated from time to time by the Board. The Association shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office.

ARTICLE IV

Mission

4.1 The Association’s mission shall be to operate, maintain, improve, and preserve Frankford Cemetery and its surrounding property in accordance with the purposes and restrictions set forth above.

ARTICLE V

Membership and Meetings

5.1 The Frankford Cemetery contains 160 burial plots, and within each burial plot there are typically 8 gravesites as depicted on the map entitled “Frankford Cemetery with Gravesites”, recorded under Document No. 20100113010000040 in the Official Public Records of the Clerk of Collin County, Texas (hereinafter, the “Cemetery Map”). The Association’s cemetery records shall reflect only one individual as holder of each right of sepulture or one individual representative of multiple holders of a right of sepulture. In the event of the death of a person who holds a right of sepulture, the Association will only recognize the new holder of such right of sepulture to the extent the Association is notified in writing of a new holder.

5.2 The living holder, and the spouse of the living holder, of each gravesite shown on the Cemetery Map, regardless of the size of the gravesite, and all other adult persons of the age of twenty-one (21) years of age or more, who are either direct descendants of the current gravesite holder; direct descendants, spouses of direct descendants, or siblings of any deceased person buried in a gravesite, or persons who were married to any deceased person buried in a gravesite at the time of the deceased person’s death shall be eligible to be members of the Association. Each member meeting these criteria of eligibility, once they are registered with the Credentials Committee, shall have one vote on all matters put before the membership of the Association and be eligible to serve, if duly elected, on the Board of Directors and/or a Committee appointed by the Board of Directors. To vote on any matter put before the membership of the Association, the member must be registered with the Credentials Committee at least thirty (30) days prior to the date of the vote. At least ten (10) days prior to the date for voting on any such matter, the Credentials Committee shall make available to the members the list of members eligible to vote on such matter.

5.3 An annual meeting of the members shall be held on the third Sunday in May of each year for the purpose of electing directors and presentation of the financial report, and transacting such other business as may come before the meeting. Election of the Board of Directors shall be on written ballots, prepared by the Credentials Committee, who shall canvass the votes and report to the membership.

5.4 Special meetings of the members may be called at any time by the Board of Directors. At a special meeting of the members, only such business as stated in the call for such meeting shall be transacted. Notice of any special meeting of the members shall be given not less than thirty (30) days prior to such meeting. Such notice shall state the time, place and the business to be transacted at the special meeting.

5.5 At any duly called and noticed meeting of the members, those members present shall constitute a quorum for all purposes. Proxy voting will be allowed, when applicable, by way of using an authorized proxy form provided by the Credentials Committee to the Association membership at least thirty (30) days prior to the business meeting. To be effective for the applicable business meeting, authorized proxy forms executed by the members shall be delivered to the Credentials Committee at least ten (10) days prior to the business meeting.

ARTICLE VI

Board of Directors

6.1 The Board of Directors shall manage the corporate powers, property, and affairs of the Association in accordance with these Bylaws, the TBOC, the Association’s Articles of Incorporation, and all applicable laws in each case as amended from time to time.

6.2 Only the members may determine the number of directors that shall serve on the Board at any given time except in the following limited circumstance: in the event of a vacancy in a director position that has occurred as a result of death, resignation, or removal of the director, for each director position that so becomes vacant, the Board may, by written resolution, reduce by one the number of directors serving on the Board. However, the number of directors required to serve on the Board of Directors shall never be less than five (5) and no more than nine (9).

6.3 Each director shall hold office for a term of three (3) years, and shall serve without pay or compensation until the end of his or her term of office and until his or her successor is elected and qualified or, if earlier, until his or her death, resignation, retirement, disqualification or removal from office. The directors shall be elected for staggered terms with a maximum of three (3) being elected at any one election. Directors may serve, if willing, able, and duly elected, an unlimited number of terms. A Nominating Committee, appointed by the President and approved by the Board, shall present a slate of nominated candidates to fill the vacant terms on the Board for the upcoming year. The Nominating Committee will consist of at least one current director and at least one member of the Association who is not a director. Nominations may also be taken from the floor at the annual members meeting.

6.4 The Directors shall be elected by a majority vote of the members of the Association present in person or by proxy at the annual members meeting.

6.5 Any vacancy occurring in a director position on the Board as a result of a director dying, resigning, or being removed from office may be filled by the President, subject to approval by a majority vote of the other directors of the Association serving at the time. Any vacancy occurring as a result of the members’ authorization of an increase in the number of directors required to serve on the Board or as a result of a director’s term of office ending shall be filled by the members. The Board may remove a director in either of the following cases: (a) if the director is adjudged incompetent by an order of court, or finally convicted of a felony; or (b) if within one hundred (120) days after notice of the director’s appointment, the director does not accept the office either in writing or by attending a meeting of the Board. A director appointed to fill a vacancy that exists for any reason other than the end of his or her predecessor’s term of office, shall be appointed to the unexpired term of his or her predecessor in office and may thereafter be elected for an unlimited number of terms.

6.6 Regular meetings of the Board shall be held at least quarterly during each year, at such place as shall be fixed by notice from the President. Immediately following each annual meeting of the members, the Board shall hold a regular meeting and shall elect Officers of the Association.

6.7 The Secretary shall call special meetings of the Board at the written request of the President. Written notice of special meetings of the Board shall be given to each director at least ten (10) days before the time of the meeting. Except as set forth in Article XVI hereof, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.

6.8 One half (1/2) of the authorized number of directors shall constitute a quorum for the transaction of business at a regular or special meeting. The act of the majority of the directors present, at a meeting duly held at which a quorum is present shall be the act of the Board, unless a greater number is required by law or by these Bylaws. Each director present at a meeting will be deemed to have assented to any action taken at the meeting, unless his or her dissent to the action is entered in the minutes of the meeting, or unless the director shall file his or her written dissent to the action with the secretary of the meeting or shall forward such dissent by certified mail to the secretary of the Association immediately after such meeting. If a quorum shall not be present at any meeting of the Board, the directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

6.10 At all meetings of directors, directors may not vote by proxy.

6.11 Regular and special meetings of the Board shall be conclusively deemed valid regardless of any requirement elsewhere in these Bylaws if a written consent is signed either before or after the meeting and filed with the Secretary by the number of directors required to constitute a quorum. However, the lack of such a written consent shall not be required and shall not cause any meeting of the directors to be deemed invalid.

6.12 Any action required or permitted to be taken at a meeting of the Board or any committee may be taken without a meeting if a consent in writing, setting forth the action taken, is signed by a sufficient number of the members of the Board or the committee, as the case may be, as would be necessary to take that action at a meeting at which all of the members of the Board or such committee, as the case may be, were present and voted. Prompt notice of any such action so taken by less than unanimous written consent shall be given to all directors or committee members who did not consent in writing to the action.

6.13 Subject to the provisions required or permitted by the TBOC and these Bylaws for notice of meetings, members of the Board or of any committee designated by the Board may participate in a meeting by means of remote communications equipment if: (a) each person entitled to participate in the meeting consents to the meeting being held by means of that system; and (b) such system provides access to the meeting in a manner or using a method by which each person participating in the meeting can communicate concurrently with each other participant. Participation in a meeting pursuant to this Section shall constitute presence in person at such meeting, except where a person participates in a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

6.14 An e-mail, fax, or similar transmission by the director or his or her duly authorized attorney in fact, or a photographic, facsimile or similar reproduction of a writing executed by the director or his or her duly authorized attorney in fact shall be treated as an execution in writing for purposes of these Bylaws.

ARTICLE VII

Officers

7.1 The officers of the Association shall be a President, Vice President, Secretary, and Treasurer. No person may simultaneously hold two or more offices except that the Office of Vice-President may be combined with either Secretary or Treasurer. Officers may serve, if willing, able, and duly elected, an unlimited number of terms.

7.2 The officers of the Association shall be elected for one-year terms at the regular meeting of the Board of Directors that immediately follows the annual meeting of the members. Each officer shall serve without compensation and shall hold office until his or her successor shall have been duly elected and qualified.

7.3 Any officer elected by the directors may be removed by a two-thirds (2/3) vote of the entire Board of Directors at a special meeting duly called and noticed for such purpose and at which a quorum is present.

7.4 A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

7.5 The President will be the Chief Executive Officer of the Association, shall have general and active management of the business of the Association and shall see that all orders and resolutions of the Board of Directors are carried into effect, and shall be subject to the control of, and shall report directly to, the Board of Directors. The President is empowered to delegate the management and care of the cemetery grounds including burials. The President shall be the Superintendent of the cemetery and shall have the powers granted to the Superintendent by Section 711.009 of the Texas Health and Safety Code unless another individual is appointed by the President and approved by the Board. The President shall execute bonds, mortgages and other contracts, except where the execution of such items shall be expressly delegated by the Board to some other officer or agent of the Association. The President shall preside at all meetings of the Association and the Board. The President shall perform any and all other duties entrusted to him or her by the Board. The President shall also serve as an ex-officio member of all committees of the Association. The President shall also perform such other duties as are herein elsewhere provided.

7.6 The Vice President shall assume the duties of the President in the President’s absence, preside over meetings in the absence of the President, and assume such duties assigned from time to time by the President and/or the Board of Directors.

7.7 The Secretary shall keep records and minutes of all directors and members meetings. The Secretary shall also oversee maintenance of accurate membership information and sign, when required, all corporate papers in conjunction with the President; and such other duties as from time to time may be assigned to him or her by the President or the Board of Directors. Custody and care of all records, other than financial reports, fall under the responsibility of the Secretary. This includes maintenance and updating of burial records of the cemetery and issuance of Certificates of Rights of Sepulture that reflect the current records of the Association concerning the holders of such rights. The Secretary shall also serve as Chair of the Credentials Committee. The Secretary shall give, or cause to be given, notice of special meetings of the Board of Directors and members, and shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision the Secretary shall serve.

7.8 The Treasurer shall be the principal financial officer of the Association reporting to the Board of Directors on the financial condition of the Association. The Treasurer shall prepare the budget and be responsible for the maintenance of sound fiscal policies and procedures for the Association. The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association, maintain the assets of the Association in accordance with the investment policy of the Association, and shall deposit all moneys and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Board of Directors in accordance with the investment policy of the Association. The Treasurer shall disburse the funds of the Association as may be ordered by the Board of Directors, in accordance with the stated purposes of the Association, taking proper vouchers for such disbursements, and shall render to the President and to Board of Directors, at its regular meetings or when the Board of Directors so requires, an account of all his or her transactions as treasurer and of the financial condition of the Association. The Treasurer shall also render to the members at their annual meeting a report on the financial condition of the Association. The Treasurer shall cause to be prepared required tax returns and related forms and filings. In case of the Treasurer’s death, resignation, retirement or removal from office, all books, papers, vouchers, money and other property of whatever kind in the Treasurer’s possession or under his or her control belonging to the Association will be restored to the Association. The Treasurer shall also serve as the Chair of the Finance Committee.

ARTICLE VIII

Committees and Duties

8.1 The President shall designate such committees and the persons to serve on such committees or to be removed from such committees as he/she shall deem necessary, subject to approval by the Board, to properly carry on the functions of this Association. Committees that are required to be in place at all times are Finance which will consist of the Treasurer and a minimum of one non-Board Association member, and Credentials which will consist of the Secretary and a minimum of one non-Board Association member. Other committees that the Board deems necessary may or may not have Board representation. Committee procedures are to be approved by the Board, made available at all times to Association membership, and reviewed periodically by the Board.

ARTICLE IX

Funds and Financial Reports

9.1 The Board of Directors shall cause the Treasurer to present an annual financial report to the membership at the annual meeting each year. The Board is authorized to manage the financial affairs of the Association, including the right to invest the assets of the Association, pay for necessary expenses, repairs, upkeep, and improvements at the discretion of the Board and to invest the funds of the Association in operating, reserve, or perpetual fund accounts, including the right to accept contributions irrevocably dedicated to the care of the Frankford Cemetery as a whole, provided such purposes are consistent with the purposes for which this Association is organized and operates.

ARTICLE X

Indemnification

10.1 The Association shall indemnify each director and officer to the extent each such director or officer meets the standards for indemnification set forth in Title 1, Chapter 8 and Title 2, Chapter 22 of the TBOC. The Board of Directors may adopt policies, resolutions, or regulations concerning the Association’s indemnification of directors and officers so long as the same do not conflict with Chapter 8 of the TBOC. The Association, by action of the Board of Directors, may also purchase or procure, or establish and maintain insurance or another arrangement to indemnify or hold harmless any person who is or was a director, officer, employee or agent of the Association or who is or was serving at the request of the Association as a director, officer, partner, manager, venturer, proprietor, trustee, employee, agent or similar functionary of another entity, association, or enterprise, against any liability asserted against him or her and incurred by him or her in such a capacity or arising out of his or her status as such a person, whether or not the Association would have the power to indemnity the person against that liability under other provisions of this Article. This Bylaw provision shall be deemed to be the requisite approval for such insurance contemplated in TBOC Section 8.151(c).

ARTICLE XI

Conflicts of Interest

11.1 The Board and each committee shall act in accordance with all state and federal laws governing conflicts of interest applicable to nonprofit organizations. Each person who is a director, officer, or member of a committee with Board delegated powers must disclose the existence of that person’s financial interest in any of the Association’s proposed transactions or arrangements and be given the opportunity to disclose all material facts to the directors and members of committees with Board-delegated powers considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members, as the case may be, shall decide if a conflict of interest exists that prevents the person from participating in the consideration of such matter. The Board of Directors may adopt a conflict of interest policy to further supplement this Article XI.

ARTICLE XII

Records and Disbursements

12.1 The Association shall keep correct and complete books and records of accounts and shall also keep minutes of the meetings of its Board of Directors and members.

12.2 The Board of Directors shall not approve a disbursement of any funds that is not in furtherance of and in accord with the purposes of the Association as described in the Association’s Articles of Incorporation and these Bylaws. All funds and money of the Association shall be deposited, handled and disbursed, and all bills, notes, checks and like obligations and endorsements, for deposit or collection, shall be signed by the Treasurer or such officers as the Board of Directors shall from time to time designate.

ARTICLE XIII

Investment Policy

13.1 The Board, in investing the assets of the Association, shall exercise the judgment and care under the circumstances then prevailing that persons of ordinary prudence, discretion and intelligence exercise in the management of their own affairs, not in regard to speculation but in regard to the permanent disposition of their funds, considering the probable income from as well as the probable increase in value and safety of their capital. In determining whether an investment decision is prudent, such determination shall be made taking into consideration the investment of all of the assets of the Association over which the Board exercises management and control, rather than a consideration as to the prudence of the single investment.

13.2 Directors may select advisors and delegate duties and responsibilities to them, such as the full power to buy or otherwise acquire stocks, bonds, securities, and other investments on the Association’s behalf; and to sell, transfer, or otherwise dispose of the Association’s assets and properties at a time and for a consideration that the advisor deems appropriate. The directors have no liability for actions taken or omitted by the advisor if the Board acts in good faith and with ordinary care in selecting the advisor. The Board may remove or replace the advisor at any time and without any cause whatsoever.

ARTICLE XIV

Notices and Requests

14.1 Except as otherwise expressly stated in the Articles of Incorporation or these Bylaws, notices and requests to directors, officers, or members shall be in writing and delivered personally or by facsimile or electronic transmission, or mailed to the directors, officers, or members at their addresses appearing on the books of the Association. Notice or request by mail shall be deemed to be given and received when deposited in the United States mail, addressed to the addressee at his or her address as it appears on the records of the Association, with adequate postage thereon prepaid. Notice or request by personal delivery shall be deemed to be given and received at the time when same shall be actually received by the person to whom addressed. Notice by facsimile or electronic message shall be deemed delivered when same shall be transmitted to the recipient’s proper number or address provided by receipt and confirmation of successful transmission received.

14.2 Whenever any notice is required to be given to any director or member under the provisions of any statute or of the Charter or of these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. Participation in or attendance of a director or member at a meeting shall constitute a waiver of notice of such meeting, except where a director or member participates in or attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE XV

Fiscal Year

15.1 The fiscal year of the Association shall as determined by resolution of the Board.

ARTICLE XVI

Cemetery Operation Rules and Procedures Handbook

16.1 The general business, management, control, and operation of the Frankford Cemetery is vested in the Board elected by the members of the Association pursuant to the Bylaws. As such, it is necessary that operational rules and procedures be adopted as a guide to the use and management of the Association, the cemetery, and any property the cemetery contains or that the Association owns. Such rules and procedures may be amended, altered, and/or repealed and new rules adopted by resolution at any time by the Board of Directors, subject to compliance with applicable laws. Special cases may arise in which the literal enforcement of a rule or procedure may impose unnecessary hardship. The Board, may, but shall not be required to, grant a variance to such rule or procedure on a case by base basis if the Board determines that the enforcement of such rule or procedure may result in unnecessary hardship. Any such variance shall in no way be construed as affecting the general application of the rules and shall be permitted only as specifically allowed and approved by the Board.

ARTICLE XVII

Amendments

17.1 The Articles of Incorporation or these Bylaws may be amended in whole or in part, or repealed and new Articles of Incorporation or Bylaws may be adopted by two-thirds (2/3) of the Association members at the time in question, present in person or by proxy, at any regular meeting or any special meeting called for that purpose, if at least thirty (30) days’ advanced written notice is given stating an intention to amend or repeal the Articles of Incorporation or these Bylaws or to adopt new Bylaws at such meeting, and such notice contains a statement of the nature of the proposed amendments or proposed new Articles of Incorporation or Bylaws.

These Bylaws were first issued on 29 April 1948, were amended at a regular meeting of the Association on 19 May 1991 and are now further revised, approved, and adopted by the membership of the Frankford Cemetery Association, Inc. in an Annual Meeting on the 15th day of May, 2011. To this end it is hereby declared that by virtue of the adoption of these Bylaws, all other Bylaws or parts heretofore in force shall be and are hereby repealed.

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Secretary of the Association