Special Proprietors’ Meeting

Mount Auburn is turning to our Proprietors and Lot Representatives to help enact Restated Articles of Organization. The Restated Articles will replace the Cemetery's existing legislative Special Acts.

This strategic shift is driven by Mount Auburn Cemetery’s commitment to good governance, addressing organizational change and providing the best possible oversight and service for all of our Lot and Grave Owners.  By restating Mount Auburn Cemetery’s Articles of Organization in alignment with the internationally recognized place of solace and interment, arboretum, and public landscape into which it has matured after nearly 200 years and expanding our communication outreach, we look to foster greater inclusivity and ensure that all voices within our community of interment right holders are heard and valued equally.

Read the Cemetery's existing Articles of Organization (1831 - 1977) and the Proposed Articles of Organization (2024) following the links below:

We are pleased to share that the Restated Articles of Organization for the Proprietors of the Cemetery of Mount Auburn discussed at the special meeting were officially approved by the Commonwealth of Massachusetts on August 21, 2024. The Articles included the elimination of voting membership in the Corporation and were amended to address the Corporation's dwindling number of active members and the resulting limitations that placed on our governance capabilities. This change will not alter the relationships between lot-related families and Mount Auburn outlined in the lot deeds. The roles of Proprietors and Lot Reprentatives remain central to the care and use of family lots. The Restated Articles now on file with the Massachusetts Secretary of the Commonwealth will simplify and strengthen Mount Auburn's governance structure, resulting in more efficient use of staff time and resources - ultimately benefiting our families. 

The Special Meeting will be held on July 17, 2024 at 6 PM in Story Chapel. A virtual option will be available for those who wish to attend but cannot do so in person. The option to Vote By Proxy will also be provided for those who cannot attend in-person or virtually.

Your participation and input are highly valued as we strive to strengthen and enrich the Mount Auburn Cemetery community.

Eligible Lot Proprietors and Lot Representatives may register to attend the Special Meeting or Vote By Proxy using the form below. Please use the password included on your mailed meeting notice (postcard).

The deadline (12 PM EST on Tuesday, July 16^th) to register for the meeting or to vote by proxy has past.

As Mount Auburn's Lot Proprietors and Lot Representatives enact this important governance change, the Cemetery is also introducing new initiatives that aim to further engage with our lot-connected families. Among these new benefits is the invitation to attend a new annual State of the Organization Event.

The State of the Organization event at Mount Auburn Cemetery, a first ever public meeting, will occur on November 1, 2024, at Story Chapel, starting at 3:00 pm with hybrid attendance available via Zoom. This event aims to provide an update on Mount Auburn priorities, major projects on the horizon, and practical updates about Mount Auburn as a Cemetery and Landscape. It also seeks to engage cemetery space owners, members, donors and stakeholders. The event will provide through an introduction by Matthew Stephens, President & CEO, and an Executive Team panel presentation, an ability to ask Mount Auburn experts about your questions, and a tour highlighting new enhancements and other areas of interest.

1) I own interment rights at Mount Auburn, but am not a proprietor - is anything changing for me?

No, for most people who own interment rights at Mount Auburn, there is no change.  This change only affects those with rights of interment in lots greater than 100 square feet which have not been returned In Trust to Mount Auburn Cemetery.  

2) What is the effect of the proposed restatement of the Articles of Organization?

The Proprietors of the Cemetery of Mount Auburn is a non-profit, tax-exempt 501(c)(13) mutual cemetery corporation that currently has 7,658 members. “Proprietors” as we use that term, are the original owners of lots 100 square feet or greater.  Proprietors or their Lot Representatives are corporation members and therefore have certain rights under the Massachusetts nonprofit corporation law, such as the right to approve the corporation’s bylaws and Articles of Organization, as well as mergers.  In addition, Proprietors have the right to elect Trustees at an annual meeting. There are currently 242 active Proprietors, 958 Lot Representatives, 1,367 lots that have been conveyed in trust back to the Cemetery, and 5,091 lots that have over the past 190+ years ceased active contact with Mount Auburn Cemetery. Following restatement of the Articles of Organization, governance of Mount Auburn Cemetery would rest solely with the Board of Trustees, managed by the professional staff of the organization. Membership as it was previously known in the Mount Auburn Cemetery Corporation would be discontinued, although all other aspects of the relationship between lot owners or their representatives as spelled out in the lot deeds would remain unaffected.  The Trustees would have all the powers now resting with the members, including the right to elect Trustees.

3) Why is Mount Auburn proposing to adopt Restated Articles of Organization?

Organizational change: Mount Auburn Cemetery was founded in 1831 through a Special Act of the Massachusetts Legislature. Its Articles of Organization are the result of cumulative legislative action over the past nearly 200 years that was last updated in 1977, nearly 50 years ago. In that time, the Cemetery and its operations have evolved from one curated and directed by a small group of lot owners/volunteers (i.e., Proprietors) on 75 acres of rural farmland to those of an internationally recognized public landscape, registered historic landmark, arboretum, and place of solace and interment on 175 acres in the heart of a major metropolitan area now managed by a team of expert administrators, horticulturalists and preservationists with oversight from a knowledgeable and dedicated Board of Trustees. The Board meets in committee and in quarterly sessions over 40 times each year to address the operational and strategic needs of the organization. In addition, laws have been enacted on the state and federal level in that time (e.g., Massachusetts General Laws, Ch. 114 and Ch. 180) related to cemeteries and non-profit corporations protecting the interests of lot and grave owners and helping to make the general oversight role of the Proprietor obsolete. The membership structure enacted in 1831 to govern the nation’s first rural garden cemetery no longer serves the purpose for which it was established or aligns with the organization that it has become.

Practical administrative barriers: Massachusetts law requires a two-thirds majority vote of an organization’s membership to enact changes or to update one’s Articles of Organization; for cemeteries, it also requires that membership continue indefinitely with the heirs of the original lot owner. Consequently, Mount Auburn is unable to achieve a two-thirds vote of its membership since a majority of original lot owners have either passed away, their immediate heirs have also died, or they have fallen out of contact with the organization. Mount Auburn, therefore, proposes the Restated Articles of Organization eliminating the members to bring the organization up to date and allowing the Board of Trustees to conduct business in a timely and expeditious manner benefitting all lot and grave owners.

Rights & obligations continue: Mount Auburn is not a “membership” organization in the modern-day sense of the word. The rights of and obligations to its lot and grave owners are represented in the lot deeds executed at the time of sale. These rights and obligations (e.g., perpetual care, the approval of all lot memorialization) will not change with the Restated Articles of Organization. By approving the restated articles, the organization seeks to allow the Trustees to elect board members and make necessary bylaw changes throughout the year, avoiding time-consuming, costly annual administrative proceedings.

4) What are the benefits to Proprietors, Lot Representatives and the organization of the restated Articles of Organization?

Adopting Restated Articles of Organization will provide a more effective governance structure for the organization which benefits all lot and grave owners. It will also redirect staff time from meeting the administrative requirements of an outdated governance structure to meeting the individual needs of our families.

Further, owners of lots greater than 100 s.f. in size currently are entitled to rights of interment (pending available lot capacity at time of death) and a perpetual resting place within a beautiful landscape. With an updated governance structure, Mount Auburn envisions increased communication with its lot owners and their representatives and regular outreach through a bi-annual emailing of the Sweet Auburn magazine, a Mount Auburn electronic newsletter, and invitation to a new and annual Mount Auburn Cemetery State of the Organization event that will provide an opportunity to share current and future plans to evolve beauty, service and welcome.

5) Is there an additional cost to Proprietors or Lot Representatives related to the restatement?

There is no additional cost to Proprietors or Lot Representatives associated with the Restated Articles of Organization. The financial arrangements and maintenance obligations detailed in the lot deeds executed at the time of sale of interment rights remain as stated in the agreements.

6) How will communication with Proprietors and Lot Representatives be different with the restated Articles of Organization?

Communication with Proprietors and Lot Representatives will be more robust as a result of the Restated Articles of Organization. By changing the governance process, we are now able to provide the organizational information typically included in the Annual Meeting in a new format for a wider audience and on a more flexible schedule, including at a State of the Organization event. We also envision providing membership in Friends of Mount Auburn Cemetery (FOMAC) to all of our lot proprietors or lot representatives for one year following this transition.  More information about Cemetery activities will be shared through electronic distribution of the bi-annual Sweet Auburn magazine and a Mount Auburn Cemetery newsletter, and regular updates on upcoming public and community events.

7) What is the “State of the Organization” Event?

The State of the Organization event is a newly established opportunity for lot and grave owners to meet in person with Mount Auburn Cemetery leadership, to hear about recent operational highlights and upcoming plans to enhance beauty, service, and welcome at Mount Auburn, as well as to provide feedback with the organization.  The first State of the Organization gathering is scheduled for November 1, 2024 in Story Chapel with online capabilities for remote attendance. Watch your email and the Mount Auburn website for more details!

8) How will the concerns of Proprietors and Lot Representatives as lot owners be represented on the cemetery’s governing board? 

Proprietors and Lot Representatives comprise 20% of the membership of Mount Auburn’s Board of Trustees. Another 40% of the Board is made up of grave owners and family members of residents of Mount Auburn. Lot and grave owners have and will always continue to have a strong voice in Mount Auburn governance through the Board of Trustees.

9)What is the timing of the proposed Restated Articles of Organization?

The Special Meeting of the Proprietors of Mount Auburn Cemetery is scheduled for July 17, 2024, at 6:00 p.m. A vote will be taken at the meeting on the proposed Restated Articles of Organization.

10) How do I know if I am a Proprietor and this change impacts me?

You would have received a direct letter from Mount Auburn for the past decades in September asking you to vote annually.  If you are unsure, you can always email us at clientrelations@mountauburn.org  to confirm. 

11) How is Mount Auburn developing burial space?

With a fixed amount of acreage available, the staff at Mount Auburn Cemetery has adapted our approach to developing burial space over the past two decades. This current approach aligns with our aim to create new burial space within a historically significant and horticulturally rich landscape for the foreseeable distant future.  As part of this effort, we have made the decision to discontinue the routine development and sale of lots larger than 100 square feet, effectively limiting the addition of new proprietors to this membership group.

The assets and operations of Mount Auburn Cemetery are guided by a knowledgeable and dedicated Board of Trustees that meets over 40 times annually in committee and quarterly full board sessions. Sixty percent of the Board membership is made up of Proprietors, Lot Representatives and grave owners or their family members, ensuring that Mount Auburn’s Lot and grave owners will always have a strong voice in Cemetery governance.

Chair:  Dean T. Hara

Secretary:  Philip Laird

Treasurer:  Sean McDonnell

President & CEO:  Matthew R. Stephens

Mount Auburn Cemetery inspires all who visit, comforts the bereaved, and commemorates the dead in a landscape of exceptional beauty. We envision a world that celebrates life’s seasons, preserves natural beauty, and remembers human stories.