TWO THIRDS TO BUY, ONE HALF TO SELL: NFDA'S OWN BYLAWS VOTE SHOWS THE MERGER'S DOUBLE STANDARD

The National Funeral Directors Association has scheduled its own merger vote for the same day Selected Independent Funeral Homes opens its ballot. The two memberships will vote under rules that are not the same.

NFDA's Board Application & Election Process page, found live Sept. 19, tells members that voting on proposed bylaws changes opens September 24 and closes at 4 p.m. CT on October 7. The page describes "two sets of proposed Bylaw changes." The first covers the merger with Selected. The second, in the site's words, "are drafted to clean up and update certain provisions." Members must log in to the NFDA portal to see anything beyond that summary; the full ballot language sits behind a wall that only dues-paying members can pass.

The bylaws NFDA is asking members to change set a two-thirds bar for exactly this kind of change. Article XIII of the NFDA Bylaws, effective Sept. 1, 2025, reads: "These Bylaws may be amended by a two-thirds (2/3) affirmative vote of Firm Members and Individual Members voting by mail, by electronic means, or by any combination thereof, as may be determined by the Board of Directors."

Two associations, two rulebooks

The threshold gap runs in the opposite direction from what most mergers produce. NFDA members, whose association is doing the acquiring, must clear two-thirds of those voting to approve the bylaw changes that let the merger proceed. Selected members, whose association would cease to exist, need half plus one. So the association with less at stake faces the higher bar.

The mechanics differ too. Selected's ballot, administered by Legacy Professionals LLP, gives one vote to each North American member firm. NFDA's Article XIII gives each Firm Member two votes, cast by the firm's primary contact, who also receives an additional personal vote as an Individual Member. Individual Members get one vote each. The association absorbing the other weighs its voters more heavily than the association being absorbed.

NFDA's bylaws also require that "any proposed amendments and ballots shall be submitted to Firm and Individual Members at least fourteen (14) days prior to the close of voting." An October 7 close means ballots must reach members by September 23, and the public page appeared with the September 24 open already scheduled. Detailed ballot language remains visible only to members inside the portal.

The bundling question

The NFDA page puts two unrelated sets of changes on one ballot. A member who supports the merger but objects to the cleanup changes has no way to split the difference. The same ballot that carries the merger vehicle also carries housekeeping edits that NFDA describes only as provisions "drafted to clean up and update."

NFDA could have put the cleanup changes to members separately. Its June 2025 bylaws vote, documented in the association's own FAQ, put a single change before members: a provision allowing at-large board candidates to be elected by acclamation when only one or two are running. Voting ran June 12 to June 25, 2025, with an effective date of September 1, 2025 if passed. That vote shows NFDA can run a clean, single-question bylaws ballot when it chooses to.

The calendar is the campaign

The synchronized dates mean both memberships vote into the same news cycle. NFDA's vote closes October 7 at 4 p.m. CT and Selected's closes October 8, with late October still the target for definitive agreements and a unified association launch scheduled for January 1, 2028.

The calendar also squeezes the opposition. Nathanael Billow, the sixth-generation Ohio funeral director leading the push to reject the deal, told the September 14 On Deathcare salon he would present his alternative within two to three weeks, a window running roughly September 28 to October 5. Both ballots will already be open by then, so members who want to see the counterproposal before voting cannot. Obitley reported this timing gap in detail on September 15.

What members can do

For NFDA members, the practical steps run through the portal. Read the full bylaw language inside the portal before voting rather than relying on the public summary. Ask NFDA staff or the board why the cleanup changes could not run as a separate ballot, as the June 2025 vote did. The bylaws allow amendments by petition of members holding 2 percent of voting authority, which means members who dislike the bundle have a documented mechanism to propose splitting it in the future.

For Selected members, the discovery that the acquirer's own members face a two-thirds bar while they face a simple majority is a question worth putting to their leadership directly. Paterkiewicz told Obitley the lower bar applies because the vote dissolves the association under D.C. nonprofit law. Nothing in that legal reasoning required NFDA to also lower its bar. It didn't. The acquirer kept its two-thirds protection. The target's members were told the number does not apply to them.

The asymmetric deal

The two ballots will produce one combined association. The members voting to give up their association's independence vote at half plus one. The members absorbing a 109-year-old competitor vote at two-thirds. Both sides were told the deal is a partnership of equals. The rulebooks say otherwise.

*An earlier version of this article misidentified Mr. Billow's first name and state; corrected September 21, 2026.*

*Sources: NFDA Board Application & Election Process page (nfda.org, found live Sept. 19, 2026, undated); NFDA Bylaws effective Sept. 1, 2025, Article XIII (nfda.org PDF); NFDA Bylaws Changes FAQ 2025 (portal.nfda.org PDF); Obitley reporting Sept. 9, 2026 ("Not Two-Thirds: Selected's CEO Says Merger Vote Needs Only a Simple Majority") and Sept. 15, 2026 ("Vote First, Plan Later"); On Deathcare salon episode, Sept. 14, 2026.*