Verified Petition for Appointment of Receiver - Masonic Cemetery Association of Las Vegas

# STATE OF NEW MEXICO
# COUNTY OF SAN MIGUEL
# FOURTH JUDICIAL DISTRICT

## FINANCIAL INSTITUTIONS DIVISION,
Petitioner,

v.

Masonic Cemetery Association of Las Vegas, Inc.,

Non-Persons: Carlsbad National Bank, Trustee,

Persons Owning Cemetery Plots: Tim Gamel,

Unknown Heirs of the Following Named Persons:
James O. Ajuziem, Cleo Ann Antrillo, Joe Archuleta,
Mabel E.M. Bibb, Alice Blanchard, Henry Blattman,
Moral Bosman, Florence Bryant, Martin Bryson,
Shirley Coleman, Florence Crall, Laura H. Crail,
William O. Culbertson, Frances David,
Olivia L. Deutschmann, Glenda Gerdeman,
Mary Griffin, Bernice Hall, Fay Hays, Kay L. Hays,
Dr. Fred Hopper, Madeline Ilfeld, Cora Johnsen,
Ali Karim, Dorothy Kearns, Kathryn Lanphere,
Mercedes Lascano, Essie Mathews,
Dr. Ralph McWilliams, Charlie Middleton,
Nina Oldham, John T. Perry, Madeline Phillips,
Joseph Polaco, Charles Polster, Dorothy Sahula-Dycke,
Grace Smith, William W. Soderman, Nancy Stone,
Edith Wertz, William Wertz, Rachel Whorton,
Bessie Brown, Nina Davis, Joe Contreras,
Marie Culbertson, Joe Hadderton, Ed Pierce,
LaNeel Pierce, Chris Nelson, Dorothy Nelson,
Louis Lyster, R. D. Sterling, Ed Mossiman,
Kenneth Pelton, Elmer Hedquist, Goldie Hedquist,
Mrs. Kleth Dowler, Tom Talley, Estella Nixon,
Mela Ordonez, Gladys Kruse, Joyce Laumbach,
Jack Laumbach, Ruby M. Turner, Bertha Romero,
Clarence Youther, Cecil Matkins, Dorothy Harvey,
Mrs. James Abercrombie, Robert Johnsen,
Ann Spiess Mills, Belen Kathryn Mills, Frank Fitch,
George Goddard, Ruth Goddard, Mrs. L.V. Hooper,
Antonio Sanchez, Frances Jacobs, Vera Bothoff,
Lee Galvean, Louise Walbry, Rita Eichelberger,
Warren Shoemaker, Thomas Davis, Alfred Tedford,

FILED
4th JUDICIAL DISTRICT COURT
San Miguel County
12/5/2018 12:25 PM
CLERK OF THE COURT
LCE

Case No. D-412-CV-2018-00666
Baca, Gerald

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Dennis Washburn, Mary Atkins, Rhonda Baca,
Shirley Lucero, Harry Laferriere, Esther Laferriere,
Kurt Parkinson, Bert Lisenbee, Edgar Platner,
Marie Ettinger, Bill Erb, Ina W. Guffey, Rose Wesner,
Gertrude Hughes, Cora Sandoval, Jimmie Weddington,
William Wesner, Maxine Wooten, Dorothy Kretz,
Jane Nitcznski, Joe Charlton, Virginia Ware,
Rufe McDonald, Carolina Welles, Olen Gorden,
Crawford Allingham, Oscar Lee Dunagan,
Eufemia Gonzales, W.W. Ingram, Mattie Stafford,
Winifred Duthie, Flora Duthie, Geradine Miller,
Frances Anderson, Lily M. Dixon, George Fredericks,
Mrs. Fredericks, John Thomas, Cordie Thomas,
Charles Montgomery, Virgil Kearns,
Mrs. Gall Grantham, Roy W. Kimmons,
Bobby Ray Gutierrez, James Arturo Gurule,
Mary Gurule, Jose Vasquez, Everett Plotner,
Charles Glover, Lillian Glover, Florence Payas,
Mary Arnold, Marie Wheaton, Joe A. Quintana,
Lila Quintana, Clifford Gant, Billy Quintana,
Mary Hanson Brown, John Paul Armijo,
Ashley Armijo, Marcus John Armijo, Roger Isbell,
Mrs. Fred Thompson, Frank Jones, Mary L. Livingston,
William Phillips, Jose Ben Ortega, Eufemia Ortega,
Georgia Gray, Anita Roy, Donald Seuntjen,
Leona Smith, Thomas King, Laura Conley, Lois Baker,
Ross Taylor, Helen Taylor, Mark Gentry,
Mrs. Tim Gamel, John S. Moore,
Respondents.

## VERIFIED PETITION FOR APPOINTMENT OF RECEIVER

Comes now, Christopher Moya, Acting Director of the Financial Institutions Division (FID) of the New Mexico Regulation and Licensing Department, by and through FID’s attorney, Kevin A. Graham, and in support of this Petition for Appointment of Receiver, states the following:

## STATEMENT OF FACTS

1. The Masonic Cemetery Association of Las Vegas, Inc. (MCA) was incorporated as a New Mexico nonprofit corporation on or about March 21, 1983, and its associated cemetery is

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located in Las Vegas, San Miguel County, New Mexico, giving rise to this Court’s venue. [See Exhibit A, Articles of Incorporation, attached hereto.]

2. At the time of the incorporation Bylaws for the MCA were also filed with the New Mexico State Corporation Commission. [See Exhibit B, Bylaws of the MCA, attached hereto.]

3. The MCA was incorporated as an Endowed Care Cemetery pursuant to Section 58-17-1 et seq, NMSA 1978 (the “Act”) and is subject to regulation by FID pursuant to the Act.

4. Since the date of its incorporation, MCA has operated under the provisions of the Act and in compliance with the provisions of the Act.

5. Since inception, CNB Bank (formerly known as “Carlsbad National Bank” and hereafter referred to as “CNB”) has served as the Trustee for the MCA’s Trust funds.

6. During 2017, CNB discussed with John McCord, the MCA representative, that CNB was interested in no longer serving as the Trustee for MCA’s Trust funds.

7. Thereafter, Danelle J. Smith, counsel for MCA contacted other New Mexico certified Trust companies (specifically Zia Trust, Heritage Trust and Empire Trust) to determine whether it would be feasible for any of these trust companies to take over as the Trustee of MCA funds.

8. Interviews with personnel from these possible alternative trust companies revealed that it was not financially feasible for any of these trust companies to serve as the trustee of the MCA funds. [See Exhibit C, Letter to MCA from Danelle J. Smith, attached hereto.]

9. MCA currently has approximately $44,071.17 in Trust funds held at CNB. [See Exhibit D, January 27, 2017, statement from CNB, attached hereto.]

10. Because of the interest rates available on deposited funds, the total interest income for the year 2016 was approximately $138.17.

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11. Section, 58-17-9 NMSA 1978, of the Act, “Compliance with law required,” states in relevant part:

A. It is unlawful for a cemetery to hold out to the public or sell endowed care in connection with the sale of burial space until it has complied with the requirements of the Endowed Care Cemetery Act [58-17-2 NMSA 1978]. Endowed care cemeteries shall establish and maintain with a state or federally chartered depository institution or trust company doing business in the state an irrevocable trust fund, the income only of that fund to be available to the cemetery in the furnishing of endowed care. Provided, however, that when the cemetery authority certifies to the director that the services of a state or federally chartered depository institution or trust company are not available, the cemetery may appoint as trustee one or more individuals, none of whom shall be an officer, director, representative, employee or relative of an officer, director or employee of the cemetery authority, which trustee shall have all powers of investment as provided in this section. Endowed care cemeteries may pool their care funds pursuant to Subsection D of Section 58-17-4 NMSA 1978 as approved by the director upon request by the cemeteries. The net income from the investment of care funds shall never be used for the improvement or embellishment of unsold property to be offered for sale.

B. In establishing its care funds, the cemetery authority may from time to time adopt plans for the general care, maintenance and embellishment of its cemetery, and if the cemetery originally sold cemetery lots without provision for endowed care, it shall have the right to accept deposits from those lot owners for the purpose of establishing endowed care on those lots, provided that the deposits are disposed of in the same manner as regular care funds. (Emphasis added)

12. Because the interest income of the MCA on its Trust funds is insufficient to even pay its Trustee, no funds from the Trust, even income, have been available to maintain the care of the MCA’s cemetery in Las Vegas, New Mexico.

13. The MCA has been using other funds for the actual care and maintenance of the Masonic Cemetery in Las Vegas to hire a caretaker and groundskeeper, however those funds have now been exhausted.

14. On February 15, 2018, the MCA adopted a “Resolution Adopting a Plan of Dissolution of the Endowed Care Cemetery and its Trust”. [See Exhibit B, Resolution, attached hereto.]

15. On March 6, 2018, MCA gave notice to FID of its intention to dissolve the MCA as an endowed care cemetery and indicated its request to name receivers to receive the MCA trust

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funds and to allow those funds to be used for the future care of the Masonic Cemetery in Las Vegas, New Mexico and that local Masonic Members, Donald Bovia and Dan Scoggin be named as the receivers to take possession of the Trust Funds which would be held by the MCA under Amended Articles and Bylaws with such Trust Funds to be used for the actual care of the Masonic Cemetery in Las Vegas, New Mexico. [See Exhibit F. Proposal for Dissolution, attached hereto.]

16. Section, 58-17-15. of the Act, Disposition of Care Funds upon Dissolution, states in relevant part:

Where any cemetery authority owning, operating, controlling or managing a cemetery or any trustee for the cemetery authority has accepted care funds pursuant to the Endowed Care Cemetery Act [58-17-2 NMSA 1978] and dissolution is sought by the cemetery authority in any manner, by resolution of the cemetery authority or the trustees of the cemetery authority, notice shall be given to the director of the intentions to dissolve. It is the director’s duty to see that proper disposition is made of the care funds held by or for the benefit of the cemetery authority, as provided by law or in accordance with the trust provisions of any gift, grant, contribution, payment, devise or bequest or pursuant to any contracts whereby the funds were created. The director may apply to the district court for the appointment of any receiver, trustee or successor in trust or for direction of the court as to the proper disposition to be made of the care funds, to the end that the uses and purposes for which the trust or care funds were created may be accomplished. (Emphasis added)

17. Carlsbad National Bank, the current Trustee is named as a party to this action.

18. Those persons named in the caption of the Petition as “Persons Owning Cemetery Plots” are persons who have purchased plots within the Masonic Cemetery of Las Vegas, New Mexico.

19. Under the heading “Unknown Heirs of the Following Named Persons” in the caption of the Petition are the names of those individuals who have been buried in the Masonic Cemetery of Las Vegas, New Mexico, since its inception as an endowed care cemetery.

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## APPOINTMENT OF RECEIVER

20. Allegations contained in Paragraphs 1 through 19 are incorporated herein as though fully set forth.

21. Based on the MCA’s Resolution and Proposal for Dissolution [Exhibit A], the FID seeks the appointment of a receiver, pursuant to Section 58-17-15 and Section 44-8-1 et seq NMSA 1978, to take possession of the Trust Funds, seeks an order of the Court requiring the receivers so appointed to be required to submit quarterly reports initially as to the use of the Trust funds, to determine whether it would be appropriate to require the receivers to post a bond, and for such other and further relief as may be proper in the premises.

22. Named as parties to this action are not only the MCA and CNB, but all of the current owners of plots within the CMA cemetery and the unknown heirs of all persons who have been buried in the MCA cemetery.

23. FID requests an Order of this Court outlining the proper means of service of the named parties and proper notice of a hearing on this Petition. The FID proposes a status conference be scheduled on this Petition at the Court’s earliest convenience so that the issues of proper and effective service and notice for all interested and relevant parties may be most expeditiously carried out.

24. Description of the Receivership Estate. The Receivership estate consists of all funds, held in trust by CNB on behalf of MCA, in the approximate amount of $44,000.00. The relevant trust account is held at the CNB in Carlsbad, New Mexico.

25. Receivership Nomination. As per Section 58-17-15 NMSA 1978, “The director may apply to the district court for the appointment of any receiver, trustee or successor in trust or for direction of the court as to the proper disposition to be made of the care funds, to

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the end that the uses and purposes for which the trust or care funds were created may be accomplished.” the Acting FID Director, Christopher Moya, therefore nominates local Masonic Members, Donald Bovia and Dan Scoggin to be the receivers appointed for this matter.

## CONCLUSION

NOW, THEREFORE, Mr. Moya, Acting FID Director, prays:

A. That receivers be appointed to take possession of the MCA Trust funds for use in the care of the local MCA Cemetery.

B. That the appointed Receivers be further appointed as Successor Trustees for the MCA trust account and all funds in such account.

C. That such Receivers report quarterly to the Court, until further ordered, as to their use of the Trust Funds.

D. That this Court determine it is authorized under the specific statutory provisions of 58-17-15 NMSA 1978 to appoint a receiver in this matter, as well as to appoint a successor trustee for the relevant trust funds.

E. The Receivers shall perform work including, but not limited to the following items:

1. Deposit such trust funds into a specifically identified trust account at a federally insured financial institution;

2. Use such trust funds to care for and maintain the MCA Cemetery in Las Vegas, New Mexico;

3. Report to the Court on a quarterly basis, until further order of this Court, as to the use of such funds.

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F. The Receivers shall have all other statutorily provided powers and duties pursuant to Section 44-8-7 NMSA 1978 Receivership Act to include:

1. Prepare an inventory within thirty (30) days of appointment and to file that inventory with the Court;

2. Collect and manage the receivership in a reasonable and prudent manner;

3. File quarterly operating reports with the court and provide copies to all parties who have entered an appearance and allow such parties reasonable access to the books and records of the receivership (in accordance with any court orders).

4. Enter into contracts reasonable necessary to operate, maintain and preserve the receivership estate, including but not limited to contracts to maintain the MCA Cemetery in Las Vegas, New Mexico.

5. Take possession of all available books, records and other documents related to the receivership estate.

6. Exercise any other powers expressly granted by statutes or an order of this court.

G. For such other and further relief as may be deemed proper in the premises.

Respectfully submitted,

Kevin A. Graham
Senior Enforcement Counsel
Financial Institutions Division
NM Regulation and Licensing Department
2550 Cerrillos Road
Santa Fe, NM 87505
(505) 476-4562

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## CERTIFICATE OF SERVICE

The undersigned hereby certifies that a true and correct copy of the foregoing pleading was delivered by electronic mail and/or US Mail, postage prepaid, addressed to each of the following:

1. Masonic Cemetery Association of Las Vegas, NM 87701
2. Danelle J. Smith, attorney for MCA, PO Box 1811, Las Vegas, NM 87701
3. CNB Bank, 202 W. Stevens Street, Carlsbad, NM 88220

Kevin A. Graham

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## VERIFICATION

STATE OF NEW MEXICO
) SS.
COUNTY OF SAN MIGUEL
)

I, CHRISTOPHER MOYA, Acting Director of the Financial Institutions Division of the New Mexico Department of Regulation and Licensing, being first duly sworn upon oath, deposes and states the he is the Petitioner in the above and entitled cause; that he has read the above and foregoing Petition and knows the contents thereof; and that the matters contained therein are true and correct to the best of his knowledge and belief.

Christopher Moya, Petitioner

SUBSCRIBED AND SWORN TO before me on this 4th day of December, 2018.

Notary Public

My Commission Expires: 03-31-2019

OFFICIAL SEAL
Roxanne Romo
NOTARY PUBLIC
STATE OF NEW MEXICO
My Commission Expires: 03-31-2019

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STATE OF NEW MEXICO

CORPORATION COMMISSION OF NEW MEXICO

## CERTIFICATE OF INCORPORATION
## OF
## MASONIC CEMETERY ASSOCIATION OF LAS VEGAS

The State Corporation Commission certifies that duplicate originals of the Articles of Incorporation attached hereto, duly signed pursuant to the provisions of the NONPROFIT Corporation Act, have been received by it and are found to conform to law.

Accordingly, by virtue of the authority vested in it by law, the State Corporation Commission issues this Certificate of Incorporation, and attaches hereto a duplicate original of Articles of Incorporation.

In Testimony Whereof, the State Corporation Commission of the State of New Mexico has caused this certificate to be signed by its Chairman and the seal of said Commission to be affixed at the City of Santa Fe on

April 6, 1983

Attest:
Director
Chairman

ATTACHMENT A Page 1

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ARTICLES OF INCORPORATION
OF
MASONIC CEMETERY ASSOCIATION OF LAS VEGAS

We, the undersigned, acting as incorporators of a corporation under the New Mexico Nonprofit Act, adopt the following Articles of Incorporation for such corporation:

FIRST: The name of the corporation is the Masonic Cemetery Association of Las Vegas.

SECOND: The period of its duration is perpetual.

THIRD: The purposes for which this corporation has been organized are to manage and control the affairs of the Masonic Cemetery at Las Vegas, New Mexico, and to hold legal title to the same.

FOURTH: The Masonic Cemetery Association of Las Vegas will manage the affairs of the Masonic Cemetery in its charge in a manner consistent with the laws of the State of New Mexico, and the rules and regulations of the State Corporation Commission and the State Banking Department, maintaining an irrevocable trust fund to assure the endowed maintenance of said Cemetery. Upon the dissolution of the corporation, the corporation shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501 (c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the corporation shall determine. Any of such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organizations or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

FIFTH: The mailing address and city of its initial registered office and the name of its initial registered agent at the same address are:

Peter J. Laumbach
P. O. Box 1153
Las Vegas, New Mexico 87701

The physical location of its initial registered office is on the Third Floor of the Masonic Temple, Douglas Avenue, Las Vegas, New Mexico.

SIXTH: The number of directors constituting the initial board of directors is three, and the names and addresses of the persons who are to serve as directors are:

| NAME | ADDRESS |
| :--- | :--- |
| Louis E. Lyster | 1329 4th Street, Las Vegas, N.M. 87701 |
| Robert J. Henry | 1707 8th Street, Las Vegas, N.M. 87701 |
| Peter J. Laumbach | P. O. Box 1153, Las Vegas, N.M. 87701 |

RECEIVED
MAR 21 1983
N.M. ST. CORP. COMM.
Corp./Franchise Tax Depts.

ATTACHMENT A Page 2

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ARTICLES OF INCORPORATION
OF
MASONIC CEMETERY ASSOCIATION OF LAS VEGAS
Page 2 of 2

SEVENTH: The name and address of each incorporator is:

| NAME | ADDRESS |
| :--- | :--- |
| Louis E. Lyster | 1329 4th Street, Las Vegas, N.M. 87701 |
| Robert J. Henry | 1707 8th Street, Las Vegas, N.M. 87701 |
| Peter J. Laumbach | P. O. Box 1153, Las Vegas, N.M. 87701 |
| Gardner Johnson | Anton Chico Rte. Box 46, Las Vegas, N.M. 87701 |
| Cary Culbertson | P.O. Box 398, Las Vegas, New Mexico 87701 |
| Norman Smith | 712 Myrtle Drive, Las Vegas, N.M. 87701 |
| Ebben E Holt | 850 Highland Dr., Las Vegas, N.M. 87701 |

DATED: March 17, 1983

[Signatures]

RECEIVED
MAR 21 1983
N.M. ST. CORP. COMM.
Corp./Franchise Tax Depts.

ATTACHMENT A Page 3

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BY-LAWS
OF
MASONIC CEMETERY ASSOCIATION OF LAS VEGAS
ARTICLE I – TRUSTEES

Section 1 - The trustees of this Association shall be seven in number and shall consist of the Worshipful Master, Senior Warden, and the Junior Warden of Chapman Lodge No. 2, A. F. & A. M., Las Vegas, New Mexico, and of four members of said Lodge in good standing. One of the four members of the Lodge shall be selected and appointed by the Worshipful Master, at a regular meeting of the Lodge held in January of each and every year. They shall be appointed for a term of four years so that one vacancy will occur each year.

Section 2 - Vacancies in the Board of Trustees among the four members thereof appointed from the body of the Lodge shall be filled by the Worshipful Master by appointment from the body of the Lodge for the unexpired term.

Section 3 - At all meetings of the Board of Trustees a majority of the members thereof shall constitute a quorum for the transaction of all business.

Section 4 - The Board of Trustees may adopt such rules and regulations for the conduct of their meetings and the management and government of the affairs and business of the Association, including the management, government, and control of its property and of the cemetery owned by it, as they deem proper, not inconsistent with the laws of the State of New Mexico or these By-laws.

Section 5 - The Board of Trustees shall hold a meeting in each and every year in February for the election of officers. Other meetings shall be held on the call of the President upon notice given to each trustee, either in person or by mail. On written request of any trustee the Secretary-Treasurer shall call a meeting of the Board for the time specified in such written request.

Section 6 - The Board of Trustees may appoint three of their members to act as an executive committee to serve for a period of one year.

Section 7 - The executive committee shall have entire control and supervision of all the property and business affairs of the Association and have and exercise all the powers and privileges which are possessed and exercised by the Board of Trustees, except the power of making rules and regulations.

Section 8 - All actions by the executive committee shall be reported in writing and filed permanently with the Board of Trustees at its next meeting succeeding such action, and such action shall be subject to revision and correction by the Board.

Section 9 - From time to time the Board of Trustees may appoint any other committees or committees for any purpose or purposes, who shall have such powers as shall be specified in the resolution of appointment.

ARTICLE II – OFFICERS

Section 1 - The Board of Trustees at its annual meeting in February shall choose one of their number by a majority vote to be President, one to be Vice President, and one to be Secretary-Treasurer. Each of the officers shall serve for a term of one year and until his successor shall be chosen and shall qualify. Vacancies

RECEIVED
MAR 21 1983
N.M. ST. CORP. COMM.
Corp./Franchise Tax Depts.

ATTACHMENT B Page 1

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occurring among the officers may be filled by the Board of Trustees for the unexpired term.

Section 2 - The President shall preside at all meetings of the Board of Trustees, and shall act as chairman at and as an ex-officio member of the executive committee and of all other committees that may be appointed. He shall sign all conveyances of lots or property of this Association and shall countersign all checks, bills, and notes drawn by the Secretary-Treasurer. He shall submit a report of the operations and conditions of the Association for the year to the Trustees at their regular annual meeting in February, and he shall have the general powers and duties of supervision and management over the business and affairs of the Association that are usually vested in the office of the President of a Corporation.

Section 3 - The Vice President shall, in the absence of the President, perform the duties of that officer.

Section 4 - The Secretary-Treasurer shall have the custody of all the funds and securities of the Association and shall deposit the same in the name of the Association in such bank or banks as the Trustees may designate; he shall sign all checks, drafts, notes, and orders for the payment of money; and he shall pay out and dispose of the same under the direction of the President. The irrevocable trust fund, established under the laws of the State of New Mexico, shall be held in a qualified banking institution selected by the Trustees. The net income from the fund shall be used only for the care of plots upon which the endowed care assessment has been paid. Net income from the “Gift Account” funded from gifts to the Association shall be used for an annual clean-up of sections designated originally as “Non-Care” insomuch as the net income from such funds will permit. Retained funds, or the portion of receipts from lot sales which is not required to be placed in the irrevocable trust, shall be accumulated for improvements such as grading, gravel, roads, and water line extensions. The Secretary-Treasurer shall at all reasonable times exhibit his books and accounts to any Trustee. He shall give such bond for the faithful performance of his duties as the Trustees may require.

Section 5 - There shall be seven Certificates of Membership. One certificate shall be in the name of each Trustee. Certificates shall be transferred from outgoing members to incoming members each time there is a change in Trustees.

ARTICLE III – INCORPORATION

Section 1 - The Association shall be incorporated as a nonprofit corporation under the laws of the State of New Mexico.

Section 2 - The seal of this Association shall bear the name in full of the Association, the year of incorporation, and the words “Corporate Seal.”

ARTICLE IV – AMENDMENTS

Section 1 - All of the by-laws of this Association shall be subject to amendment, alteration, or repeal at any annual meeting of the Board of Trustees or at any special meeting called for that purpose. The Trustees shall have power to change, alter, and amend these by-laws by an affirmative vote of two-thirds of all Trustees present, provided that notice of such proposed amendment, alteration or revision shall be given and shall lie on the table of the Secretary-Treasurer for at least five days prior to a vote being taken thereon.

RECEIVED
MAR 21 1983
N.M. ST. CORP. COMM.
Corp./Franchise Tax Depts.

ATTACHMENT B Page 2

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ARTICLE V – OFFICES

Section 1 The official office of this Association shall be on the third floor of the Masonic Temple in the City of Las Vegas, San Miguel County, New Mexico. The working office shall be provided by the Secretary-Treasurer of the Association. The agent in charge and upon whom process against the Association may be served is the Secretary-Treasurer.

ARTICLE VI – SHAREHOLDERS

Section 1 - There shall be no shareholders in the Association.

ARTICLE VII – MISCELLANEOUS POWERS

Section 1 - The Board of Trustees of this Association shall have and exercise all such power and authority over the affairs, business, and property of the Association as is usually had and exercised by Boards of Directors or Trustees of Corporations in this state. In addition to such general powers, the Board of Trustees shall have and exercise power to (a) employ and discharge any personnel for the upkeep of the cemetery grounds or other business of the Association; (b) to contract with lot owners in the form of trust agreements in accordance with the laws of the State of New Mexico governing the operations of Endowed Cemeteries; and (c) to prescribe a form of written conveyance to be executed and delivered to purchasers of lots in the cemetery premises of this Association.

ARTICLE VIII

Section 1 - The cemetery shall be limited solely to the burial of the remains, natural or cremated, of the human species.

Dated: March 17, 1983

President
Secretary

RECEIVED
MAR 21 1983
N.M. ST. CORP. COMM.
Corp./Franchise Tax Depts.

ATTACHMENT B Page 3

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DANELLE J. SMITH
Attorney at Law

MAILING ADDRESS
P.O. Box 1811
Las Vegas, New Mexico 87701

OFFICE ADDRESS
812 Lincoln Avenue • Suite #1
Las Vegas, New Mexico 87701

February 19, 2018

Masonic Cemetery Association of Las Vegas, New Mexico
c/o John McCord, Treasurer
Masonic Lodge
Las Vegas, NM 87701

Re: Dissolution of the Masonic Endowed Care Cemetery - alternate trustees

Dear John:

Because of the unwillingness of the Carlsbad National Bank to continue as the Trustee of the Endowed Care Cemetery Trust Fund (“Fund”) for the Masonic Cemetery Association of Las Vegas, I investigated other possible trustees for the Fund.

As the attorney for the Masonic Cemetery Association of Las Vegas, New Mexico Inc., I had a conversation with Danny Gee at the NM Financial Institutions Division. I related to him that the Association had been contacted by the current Trustee, Carlsbad National Bank (“CNB”) and that it is no longer financially feasible for CNB to maintain the Trust account because there was not enough income to support the Trust, much less to support the Cemetery. Mr. Gee suggested that there were three other companies in New Mexico that might take over as the Trustee: Zia Trust, Empire Trust and Heritage Trust.

I spoke to Teresa Demenge of Zia Trust about possibly taking over this Endowed Cemetery Trust. Ms. Demenge told me that the lowest fee would be $2,500 per year and at that she would need to run the request past her Committee. The reason for this fee was that they would need to do a quarterly accounting, the trustee certification and the annual tax ledger. She was aware that this fee could not be paid out of the principal of the Trust, but only from the income. She felt that the $40,000 balance in the trust would not bring enough income to even pay their fees.

I spoke to Daniel Montoya of Heritage Trust, which is a co-trustee with Live Oak Bank, about the possibility of taking on this trust account. He referred me to Jim Vreauz of Live Oak Bank of Wilmington, NC. While Live Oak Bank does handle endowed care cemeteries, he felt it would be very difficult for them to take on such a small trust. He pointed out that there was no master trust set up for the State of New Mexico. He felt that it would not make financial sense for Heritage Trust to take on such a small trust.

I also spoke to Skyler Wildenstein of Empire Trust. He was familiar with endowed care cemetery trusts. Mr. Wildenstein told me that generally Empire’s fee schedule is based on a percentage of assets under management. However, they make changes to that on a case by case basis. He felt that they would not charge more than $2,000 - $2,500 per year, excluding the tax return. Again,

TELEPHONE: (505) 425-9346 • FAX NUMBER: (505) 42
E-mail Address: smithlaw@plateautel.net

ATTACHMENT C Page 1