BY-LAWS
OF
MEMORY GARDENS, INC.

As Amended
March 11, 2008

ARTICLE I
MEMBERSHIP

Section 1 - The membership of the Corporation shall consist of owners of lots in the Cemetery of the Corporation, who are persons having lawful title to the use of a niche, crypt, or lot or plot or part thereof in the Cemetery of the Corporation.

ARTICLE II
MEETINGS

Section 1 – Annual Meeting: The Annual Meeting of the Corporation shall be held on the first Saturday in May annually. If such day shall fall on a holiday, the meeting shall be held on the first non-holiday Saturday of May. Notice of the time and place of such meeting shall be published once weekly for three successive weeks preceding the date of the meeting in a general circulation newspaper published in the County of Albany.

Section 2 – Special Meetings: Special meeting of the members may be called by the Board of Directors or by the President or Vice President of the Corporation upon request in writing by three or more Directors of the Corporation. Notice of the time and place of such meeting shall be published once weekly for three successive weeks preceding the date of the meeting in a newspaper published in the County of Albany. At such Special Meeting, there shall only be considered such business as is specified in the published notice for the meeting.

Section 3 – Quorum: At all Membership and Board Meetings of the Corporation, either regular or special, a majority of members in good standing shall constitute a quorum. Less than a quorum shall only have the power to adjourn the meeting.

Section 4 – Voting: Each member of full age as defined in Article I, may cast one vote, in person or by written proxy at meetings of the Corporation. If there is more than one owner of record for a single area holding within the Cemetery, then one member shall be designated as the voting representative by consensus of the owners in respect to such lot. If consensus cannot be reached, a majority of joint or common owners may select one representative to vote on their behalf. Any member may vote by proxy if such proxy is duly executed, witnessed and signed by the Secretary of the Corporation five (5) days prior to the meeting. Such proxy shall be valid for three (3) days from the date of the meeting, unless otherwise revoked or rescinded.

Section 5 - Place of Meeting All meetings shall be held at the Memory Garden’s Inc. Principle office at 983 Watervliet Shaker Road in the Town of Colonie, or such other place as may be designated by the Board of Directors.

Section 6 - Business at Annual Meetings At all meetings of the Corporation the order of business shall include, but not be limited to, the following:

1. Reading of Minutes of immediate prior meeting for information and approval.

2. Reports of Officers. A. Presidents Report
B. Treasurer’s Report
3. Reports of Committees.

4. Election of Directors.

5. Unfinished Business.

6. New Business.

ARTICLE III
BOARD OF DIRECTORS

Section 1 – Number: The number of Directors shall be eleven (11).

Section 2 - Term of Office: At each Annual Meeting, a Director shall be elected for three (3) years or until his or her successor is elected to take the place of the Director whose term has expired.

Section 3 – Vacancies: Whenever for any reason a vacancy shall exist in the Board of Directors, the remaining Directors by a majority vote shall appoint a successor who shall act as such Director until the next Annual Meeting of the Members.

Section 4 – Meetings: Regular Meetings of the Board of Directors shall be held on the second Tuesday of each month unless otherwise ordered and there shall be a regular meeting following the Annual Meeting of the Members of the Corporation. No notice of such meeting shall be required. Special meetings shall be held whenever called by the Secretary, President, Vice President or Chairperson upon the written request of two Directors, or whenever called by the President or as provided by Resolution of the Board of Directors.

All Meetings of the Directors shall be held at the principal office of the Corporation or at such other place as may be designated by the Board of Directors on three days notice by mail, email, or telephone.

Section 5 – Quorum: A majority of the Directors shall constitute a quorum. Less than a majority shall have the power to adjourn.

Section 6 – Powers: The Board of Directors shall have general charge, management and control of the affairs, funds and property of the Corporation, shall make rules and regulations and cause records to be kept, and otherwise provide for compliance with the relevant provisions of the Not-For-Profit Corporation Law of the State of New York, or any other law; and they may engage such employees and agents under such terms as they may deem advisable, and fix the compensation of such agents or employees and of all of the Officers of the Corporation.

Section 7 – Removal: A Director may be removed from office at any time either with or without cause if, in the judgment of the majority of the full Board of Directors, his or her services are not supporting the best interest and welfare of the Corporation. Such majority vote of the full Board of Directors for removal shall be final and conclusive.

Section 8 - Director Qualifications:

(a) At least a majority of the Directors shall be members of the Corporation, or have an immediate family member who is a member of the Corporation.

(b) All Directors shall act in the best interest of Memory Gardens, Inc. and keep the Cemetery as paramount in all decisions

(c) All Directors must have the independence and ability to deliberate, consider and vote on all issues that may come before the Board.

ARTICLE IV
OFFICERS

Section 1 The Officers of the Corporation shall consist of a President, a Vice President, a Secretary, a Treasurer, and if desired by the Board of Directors, additional Vice Presidents. Each Officer of the Corporation must be a member of the Corporation or have or have an immediate family member who is a member of the Corporation.

Section 2 At the Annual Meeting of the Directors in each year following the Annual Meeting of the Members of the Corporation or at a postponed meeting or at any other meeting on notice, the Board of Directors shall elect officers for the ensuing year.

Section 3 - Duties

a. The President shall have broad powers of administering the affairs of the Corporation and shall be charged with the general welfare with respect to the appointment of committees, general supervision, of the corporation affairs, employees and their duties. He or she shall have the power, subject to the Board of Directors, to sign checks, notes, other orders for payment of monies, deeds and contracts, and to negotiate for and on behalf of the Corporation for the purchase of equipment and materials, and to make the general overall management of the Corporation run as smoothly as possible. The President shall have the power to make ordinary purchases required in the conduct of Cemetery business in an amount not exceeding two thousand dollars ($2,000.00) in any transaction. All checks drawn on such funds shall be signed by any two (2) of the following officers; President, Vice President, Secretary or Treasurer.

b. The Vice President shall, in the absence or incapacity of the President, perform the duties of President.

c. The Secretary shall keep the books and records of the Corporation and shall keep a record of the Minutes of the Meetings of the members and the Board of Directors and shall act as Secretary at such meetings, attend to correspondence, notices, etc., and shall have the custody of the Seal of the Corporation and shall in general perform all the duties incidental to that office, subject to the supervision of the Board of Directors.

d. The Treasurer shall have charge of the funds and securities of the Corporation. The Treasurer shall verify deposits in banks designated by the Board of Directors, all funds received by the Corporation whether in the form of cash, checks, drafts or money orders. All checks drawn on such funds shall be signed by any two (2) of the following officers; namely the President, Vice President, Secretary, or Treasurer.

The Treasurer shall have the care and custody of all funds, money and property of the Corporation, shall sign all checks, notes and other payments and orders for the payment of monies, deeds and contracts, which shall be countersigned by the President, Secretary or Vice President.

The Treasurer shall keep, or cause to be kept, an accurate account of all receipts and disbursements, and to render to the Board of Directors a financial statement thereof, monthly or at such times as the Board may require. The Treasurer shall keep or cause to be kept, an accurate, separate account of all funds and securities constituting Permanent Maintenance Funds and all funds of special character.

ARTICLE V
SEAL

The Seal of the Corporation shall be circular in form and shall contain the name of the Corporation, the year of incorporation and the State of incorporation.

ARTICLE VI
AMENDMENTS

These By Laws may be amended, repealed or altered in whole or in part, by a concurring vote of a majority of Directors. These By Laws may also be amended, repealed or altered in whole or in part by a majority vote of the members of the Corporation present at any annual or special meeting duly convened.

ARTICLE VII
COMMITTEES

Section 1 A Membership Committee may be appointed by the President to consider any proposed agreement to purchase burial space referred to it by the President. It shall have the power to reject any such proposed agreement for good cause shown. The determination of the committee shall be final.

Section 2 A Landscape and Planning Committee may be appointed by the President to generally plan and supervise the landscaping of the Cemetery and to propose and oversee Capital improvements.

ARTICLE VIII
TRANSFERS FROM ORIGINAL LOT OWNERS

Section 1 No purchases of gifts of burial space, other than purchases made directly from Memory Gardens, Inc., shall take effect and have no voting rights unless, and until such purchase, or gift is approved by the Board of Directors. This provision shall in no way apply to interest in burial spaces obtained by descent or inheritance.

Section 2 That all transfers from outside resales or gifts and otherwise to be entered on the record books must be reviewed and approved by the Board of Directors. The Rules of Admission, purchase, transfer and expulsion shall apply.

Section 3 No transfer of a deed or name or title or designation is binding and in effect unless it has been checked and approved by Memory Gardens, Inc., signed by the President or Secretary of the Corporation and recorded in the files of Memory Gardens, Inc..

ARTICLE IX
INDEMNIFICATION

Section 1 - Construction and Intent It is the intent of the provisions of this Article that the Corporation grant to its officers and Directors indemnification to the fullest extent provided by law including not only all the rights of indemnification stated in Article 7 of the Not-for-Profit Corporation Law, but in addition thereto all other rights to indemnification and advancement of expenses allowable under law. For the purposes of this Article IX, the term “officers and directors” shall include each individual described in Section (2) below. In the event of any ambiguity, the following provisions of this Article IX shall be construed as liberally as possible in order that the Corporation’s officers and directors may be so indemnified to the maximum extent permitted by law.

Section 2 - Persons Indemnified It is the intent of this Article IX that the indemnification described in this section be extended to, and that the term “officers and directors” shall include, each and any person made or threatened to be made a party to any action, whether civil or criminal, including any action or threatened action by on behalf of the Corporation, by reason of the fact that deceased individual was a director, officer, committee member, agent or administrator of the Corporation or is or was serving another Corporation, or any partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity at the request of the Corporation.

Section 3 - Statutory Indemnification Mandatory The Corporation shall indemnify any and all of its officers and directors made or threatened to be made a party to an action or proceeding, whether civil or criminal, as descried in and to the fullest extent permitted in Article 7 of the Not-for-Profit Corporation law, as currently existing or as hereafter amended.

Section 4 - Additional Indemnification The indemnification and advancement of expenses granted above shall not be deemed exclusive of any other rights to which an officer or director of the Corporation seeking indemnification or advancement or expenses may be entitled. In addition thereto, the Corporation shall indemnify its officers and directors against any and all expenses, damages, fines or costs in any legal action commanded or threatened involving such person’s service to the Corporation, including but not limited to, indemnification of each such person made or threatened to be made a party to an action by or in the right of the Corporation against judgments, fines, costs, amounts paid in settlement and reasonable expenses, including attorney’s fees, actually and necessarily incurred as a result thereof. All such indemnification shall be as complete as possible and to the fullest extent allowable under the laws of the State of New York.

Section 5 - Expenses Any and all expenses incurred in defending any civil or criminal action or proceeding, or threatened action or proceeding, shall be paid or provided for by the Corporation in advance of the final disposition of such action or proceeding and as such expenses are incurred, upon require of such person and upon request of a written undertaking by or on behalf of such person to repay such amounts if he or she is ultimately found not to be entitled to indemnification, and/or to repay any amounts so advanced in excess of the amount allowed by any court, where court authorization is required.

Section 6 - Non Exclusivity Nothing contained in this Article IX shall limit the right to indemnification and advancement of expenses to which any director or officer would be entitled by law in the absence of this Article IX, or shall be deemed exclusive of any other rights to which such person seeking indemnification or advancement of expenses may have or hereafter may be entitled under law, any provision of the Certificate of Incorporation, or the By-Laws, any agreement approved by the Board of Directors, or a resolution of Directors; and the adoption of any such resolution or entering into any of such agreement approved by the Board of Directors is hereby authorized.

Section 7 - Continuity of Rights The indemnification and advancement of expenses provided by or granted pursuant to this Article IX shall:

1. Apply with respect to acts or omissions occurring prior to the adoption of this Article IX to the fullest extent permitted by law, and

2. Survive the full or partial repeal or restrictive amendment hereof with respect to events occurring prior thereto.