STATE OF MICHIGAN

DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS

CORPORATIONS, SECURITIES & COMMERCIAL LICENSING BUREAU

In the matter of: ENF22-YY-344802

TRINITY CEMETERY, INC.,

TRINITY ASSOCIATES, LLC, OWNER
Cemetery
Application No. 2201000388APP21

Applicant.
_____________________________________/

Issued and entered

this 5th day of October 2023

NOTICE OF HEARING
AND
NOTICE OF INTENT TO DENY APPLICATION FOR
APPROVAL OF CEMETERY CHANGE OF CONTROL

This matter came before the Cemetery Commissioner (“Commissioner”) for the State of

Michigan following an investigation of an Application for Approval of Cemetery Change of

Control submitted by Trinity Cemetery, Inc. (“Applicant”) conducted by the Department of

Licensing and Regulatory Affairs, Corporations, Securities & Commercial Licensing Bureau

(“Department”) on behalf of the Commissioner under section 13 of the Michigan Cemetery

Regulation Act, MCL 456.533 (“Act”). Based on her statutory authority and responsibility to

administer and enforce the Act, the Commissioner intends to deny the application for the reasons

described below. Applicant is also notified that a formal hearing has been scheduled to resolve

this matter.

I. FINDINGS OF FACT

1. On July 27, 2010, the Department issued Cemetery Registration No. 22-01-000345 to
Trinity Cemetery, Inc., to operate a cemetery located at 5210 Mt. Elliot, Detroit,
Michigan 48211.
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2. At all times relevant to this administrative proceeding, Trinity Cemetery, Inc. held title to
the real property located at 5210 Mt. Elliott, Detroit, Michigan 48211 and was the
“cemetery owner” 1 under the Act.

3. Until approximately March of 2017, David W. Fulkerson (“Fulkerson”) was the

President, Treasurer, Secretary, sole shareholder, and Director 2 of Trinity Cemetery, Inc.,
the corporation that owned and operated the cemetery in Detroit and that held the
cemetery registration under the Act.

A. PURCHASE OF TRINITY PRIOR TO A CHANGE OF CONTROL

APPLICATION

4. On or around March 3, 2017, Fulkerson executed a Stock Sale and Purchase Agreement
whereby he, as the owner of all shares of common stock of Trinity Cemetery, Inc., agreed
to sell all shares of Trinity Cemetery, Inc. and its assets to Trinity Associates, LLC, for
$300,000.00 to Sam Anthony Tocco (“Tocco”). Tocco signed the Agreement on behalf of
Trinity Associates, LLC as its sole managing member. A copy of the Stock Sale and
Purchase Agreement is attached as Exhibit 1.

5. Pursuant to an Escrow Agreement, also executed on March 3, 2017, by Fulkerson and

Tocco, the shares of Trinity Cemetery, Inc. would be held in escrow pending full
payment of the sale price to be paid by Tocco in 72 monthly installments.

6. On March 3, 2017, Tocco also executed a personal guarantee for the benefit of Fulkerson
to fulfill the payments outlined in the Stock Purchase and Sales Agreement and the
Escrow Agreement.

7. Neither Fulkerson, on behalf of Trinity Cemetery, Inc., nor Tocco, on behalf of Trinity
Associates, LLC, applied to the Commissioner for a certificate of approval for change of
control for Trinity Cemetery, Inc., as required by MCL 456.532(2).

8. From 2017 through 2021, Tocco filed five Cemetery Annual Reports with the
Department for years 2016 through 2020 on behalf of Trinity Cemetery, Inc. In each of
the annual filings, under the section “CEMETERY OFFICIAL SIGNATURE,” Tocco
signed the reports on the line designated for the “Signature of Owner, Managing
Member, Director, or Officer of Cemetery.”

1Cemetery owner is defined as “the person who has title to the cemetery” under the Act. MCL 456.522(r).
2
Operator means any of the following:
(i) A person, an officer of a person, a partner of a person, or a member or manager of a limited liability
company, who holds more than 50% voting rights in a cemetery owner.
(ii) A person who is a member of the board of directors of a cemetery owner, a partner in a cemetery
owner, or a member or manager of a limited liability company that is a cemetery owner.
(iii) An administrative official of the cemetery owner or the person described in subparagraph (i),
comparable to a chief administrative officer, chief executive officer, or chief financial officer.
MCL 456.522(s).
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9. On or about June 29, 2021, the Department received a Cemetery Annual Report
Extension Request signed by Tocco as Trinity Cemetery Inc.’s “Manager,” along with an
engagement agreement between Trinity Cemetery Inc. and the accountancy firm, Yeo &
Yeo, dated April 23, 2021, with Tocco signing as the “President” of Trinity Cemetery
Inc. A copy of the Cemetery Annual Report Extension Request is attached as Exhibit 2.

10. Department staff reviewed Trinity Cemetery Inc.’s cemetery registration and confirmed
Fulkerson was still listed as the sole shareholder, President, Secretary, Treasurer and
Director of Trinity Cemetery Inc., and there was no pending application for change of
control for the cemetery.

11. On or about August 4, 2021, Department staff sent a written inquiry to Tocco requesting
to know whether there was an actual or proposed change in ownership or management of
Trinity Cemetery Inc. since it first became registered in 2010.

12. On August 26, 2021, legal counsel on behalf of Tocco indicated that a Change of Control
Application was forthcoming.

13. On September 28, 2021, Tocco filed a Change of Control Application on behalf of
Trinity Cemetery Inc. along with correspondence dated September 23, 2021, from
Tocco’s legal counsel claiming that the application that included Tocco’s signature as
“President” of Trinity Cemetery Inc. erroneously identified Tocco as the corporation’s
President and indicated that Fulkerson was still the “president and sole officer of the
corporation.” Copies of the Change of Control Application and the September 23, 2021
letter are attached as Exhibit 3.

14. On February 10, 2022, Fulkerson told Department staff that he no longer owned Trinity
Cemetery, Inc. and that he sold it to Tocco over 54 months ago. Fulkerson further
indicated that his time at the cemetery never overlapped with Tocco’s time at the
cemetery.

B. SAM ANTHONY TOCCO’S HISTORY MISMANAGING KNOLLWOOD

MEMORIAL PARK CEMETERY

15. On or about February 11, 1982, the Department issued cemetery registration number
2201000057 to Knollwood Memorial Park (Knollwood Memorial Park), a cemetery
located at 1299 Ridge Rd., Canton, Michigan 48187. Its owner was identified as
Knollwood Memorial Park Cemetery Association, a Michigan Corporation formed under
the Rural Cemetery Corporation Act. MCL 456.101 et al., with Sam Tocco 3 listed as the
president of the corporation. A copy of the Articles of Incorporation for Knollwood
Memorial Park Cemetery Association is attached as Exhibit 4.

16. On or about August 1, 2002, the Department received a 2001 Cemetery Annual Report
for Knollwood Memorial Park that listed Sam Tocco as “Owner-President” and Tocco as

3
Sam Tocco is Sam Anthony Tocco’s grandfather.
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“Manager - VP” of the cemetery. Tocco also signed the annual report as an “Owner,
Director, or Officer of the Cemetery.” A copy of the 2001 annual report is attached as
Exhibit 5.

17. On or around August 11, 2003, the Department received a 2002 Cemetery Annual Report
for Knollwood Memorial Park that listed Sam Tocco as “Owner-President” and Tocco as
“Manager - Vice President” of the cemetery. Tocco also signed the annual report as an
“Owner, Director, or Officer of the Cemetery.” A copy of the 2002 annual report is
attached as Exhibit 6.

18. On October 8, 2003, the Department received a Change of Control Application from
Tocco to transfer Knollwood Memorial Park from Tocco’s grandfather to himself.

19. On October 9, 2003, following a review of the 2001 and 2002 annual reports, the
Commissioner drafted a memorandum noting the following:
a. Knollwood Memorial Park’s Endowment Care Trust Fund’s (ECTF) deficit
increased from $17,277.00 to $75,343.00 in 2001, and a corrective action plan
indicated $10,000.00 would be made at four intervals during the 2002 reporting
period to correct this deficit.
b. The 2002 annual report indicated the ECTF deficit increased by $1,347.00 to
$76,690.00, and Tocco failed to comply with the corrective action plan detailed in
the 2001 annual report.
Due to the discrepancies, the Commissioner requested a Change of Control audit for
Knollwood Memorial Park to determine its current financial status. A copy of the
October 9, 2003, memorandum is attached as Exhibit 7.

20. On February 4, 2004, the audit report revealed that the ECTF had a deficit of
$192,516.00 and that the cemetery’s Merchandise Trust Fund (MTF) had a deficit of
$94,280.00.

21. On February 4, 2004, the Commissioner issued a letter to Tocco explaining that a Change
of Control was conditioned on Tocco accepting the audit findings, making deposits to the
ECTF and MTF accounts, and submitting an attestation from a certified public
accountant (CPA) regarding the deposits made to the ECTF and MTF accounts.

22. On February 8, 2004, Tocco agreed to the terms detailed in the February 4, 2004, letter.

23. On May 24, 2004, the Commissioner approved Tocco’s Change of Control application
and issued cemetery registration number 22-01-000252 to Knollwood Memorial Park
Cemetery Association, with Tocco listed as the president of the corporation. The
Cemetery Commissioner issued the registration on the express condition that the
registrant comply with the corrective actions detailed in the February 4, 2004, letter. A
copy of Knollwood Memorial Park Cemetery Association’s license verification is
attached as Exhibit 8.
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24. On or about January 12, 2006, the Cemetery Commissioner issued Formal Complaint
No. 299632 against Knollwood Memorial Park Cemetery Association’s registration,
alleging that it, under Tocco’s management and control, failed to submit its cemetery
annual reports for years 2003 and 2004, failed to submit reports attested to by a CPA for
those years showing deposits were made to rectify the deficit, as required by the February
4, 2004, letter, failed to timely renew Knollwood Memorial Park Cemetery Association’s
registration before June 2, 2005, allowing the registration to lapse, and operated a
cemetery without a valid registration from July 1, 2005 through November 22, 2005.

25. On March 2, 2006, the Commissioner issued a Stipulation and Final Order resolving
Formal Complaint No. 299632 and ordered Knollwood Memorial Park Cemetery
Association to do the following, in part:
a. Continue making the required deposits to the ECTF and MTF;
b. Use proceeds from a December 5, 2003, sale of 35.57 acres of property owned by
the registrant to eliminate deficits in the ECTF and MTF by December 31, 2006;
and
c. Submit CPA attestation reports as detailed in the Final Order.
A copy of the March 2, 2006, Stipulation and Final Order is attached as Exhibit 9.

26. On April 20, 2007, the Commissioner suspended Knollwood Memorial Park Cemetery
Association’s registration based on its failure to comply with the March 2, 2006, Final
Order.

27. On October 2, 2007, the Commissioner served a Letter of Assurance of Discontinuance

on Knollwood Memorial Park Cemetery Association regarding its failure, under Tocco’s
management and control, to comply with the March 2, 2006, Final Order, which required
the following, in part:
a. All audit program and working papers prepared by the registrant’s CPA to be
submitted to the Department for review by its auditors.
b. The registrant to pay $143,150.00, in monthly installments of $11,929.17 into the
ECTF account for 12 months.
c. A CPA’s attestation to the registrant’s August 31, 2007, cemetery annual report
that indicated a shortfall of $218,150.00. If it was determined by the CPA that the
deficit was greater, the monthly installment would increase by the amount
required to arrive at 12 equal monthly installments.
d. The registrant to pay $75,000.00 into the ECTF upon execution of the Assurance
of Discontinuance.
e. File monthly CPA Attestation Reports until the ECTF deficit is eliminated.
A copy of the Assurance of Discontinuance is attached as Exhibit 10.

28. On December 1, 2007, Knollwood Memorial Park Cemetery Association’s registration

was restored to active status.

29. Under Tocco’s management and control, Knollwood Memorial Park Cemetery
Association failed to comply with the October 2, 2007, Assurance of Discontinuance by
failing to make the initial $75,000.00 payment, make the required monthly installments,
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eliminate the ECTF deficit, and file monthly CPA attestation reports until the deficits
were eliminated.

30. On October 15, 2013, Tocco filed Knollwood Memorial Park Cemetery Association’s
2012 annual report without the Independent Accountant’s Report required by the Act.
The report showed the ECTF had a deficit of $248,263.00, the MTF had a deficit of
$137,217.00, and there was only deposited $449.00 of the required $40,159.00 to the
ECTF. A copy of the 2012 annual report is attached as Exhibit 11.

31. Under Tocco’s management and control, Knollwood Memorial Park Cemetery
Association failed to file annual reports, as required under the Act, for years 2013
through 2015.

32. On July 1, 2014, Knollwood Memorial Park Cemetery Association’s registration lapsed.

33. On July 3, 2014, the Department issued an Order of Summary Suspension and Formal
Complaint (Complaint No. 323977) against Prepaid Funeral and Cemetery Sales
registration number 34-01-001036, also held by Knollwood Memorial Park Cemetery
Association, for violations of the Prepaid Funeral and Cemetery Sales Act (Prepaid Act),
MCL 328.211 et al. A copy of the July 3, 2014, Order of Summary Suspension and
Formal Complaint is attached as Exhibit 12.

34. On March 26, 2015, an administrative law judge issued a Proposal for Decision (PFD)
following an evidentiary hearing in Complaint No. 323977 with the following proposed
findings of fact and conclusions of law:
a. Tocco was the purchaser of stock and chief operating officer of the registrant,
Knollwood Memorial Park Cemetery Association at the time of the alleged
violations under the Prepaid Act.
b. The registrant, under Tocco’s management and control, failed to deposit
$72,613.45 monies received for prepaid contracts in an escrow account, as
required by the Prepaid Act.
c. The registrant failed to file annual reports for years 2012 and 2013, as required by
the Prepaid Act.
d. The registrant failed to deposit monies received for prepaid contracts with an
authorized escrow agent within 30 days, as required by the Prepaid Act.
A copy of the March 26, 2015, PFD is attached as Exhibit 13.

35. On May 4, 2015, the Department issued a Final Order in Complaint No. 323977, which
incorporated the findings of fact and conclusions of law in the PFD and revoked
Knollwood Memorial Park Cemetery Association’s registration held under the Prepaid
Act and ordered it to pay a fine of $5,000.00. A copy of the May 4, 2015, Final Order is
attached as Exhibit 14.

36. On January 29, 2016, the Department referred the $5,000.00 fine imposed against
Knollwood Memorial Park Cemetery Association’s registration to the Department of
Treasury for collection after no one on behalf of the registrant paid the fine.
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37. On April 11, 2017, the Commissioner approved a Change of Control application to
transfer ownership of the cemetery back to Sam Tocco (Tocco’s grandfather) as a sole
proprietorship doing business as “Knollwood Memorial Park Cemetery, assigning him
cemetery registration no. 220100375. At the time of the Change of Control application’s
approval, the ECTF had a deficit of $256,617.00, the MTF had a deficit of $81,902.00,
Knollwood Memorial Park Cemetery Association’s registration had been lapsed since
July 1, 2014, and no cemetery annual reports had been submitted since 2012.

38. On August 02, 2011 a mortgage dated July 10, 2011 and in the amount of $2,845,000.00
was filed by Tocco against Knollwood, contrary to section 9 of the Rural Cemetery
Corporations Act, MCL 456.109. A copy of the recorded mortgage is attached as Exhibit
15.

C. BANKRUPTCY PETITION BY SAM ANTHONY TOCCO

39. On or about August 19, 2015, Tocco filed a petition under Chapter 7 of the United States
Bankruptcy Code in the U.S. Bankruptcy Court for the Eastern District of Michigan in
case no. 15-52319-mlo. A copy of the petition is attached as Exhibit 16.

40. Tocco’s bankruptcy included the above mortgage, which was eventually discharged on or
about January 18, 2022. Attached as Exhibit 17 is a screenshot of the mortgage, lis
pendens and discharge, from the Wayne County Register of Deeds.

41. The bankruptcy petition remained open until February 19, 2022.

II. RELEVANT STATUTORY PROVISIONS

42. MCL 456.532, provides as follows:

(1) A person shall not establish a cemetery without a valid permit or operate an existing
cemetery except under a valid registration issued under this act.
(2) If a person proposes to purchase or otherwise acquire a controlling interest in an
existing cemetery company, that person shall first apply to the commissioner for a
certificate of approval of a proposed change of control of a cemetery company. The
application shall contain all of the following:
(a) The name and address of the proposed new owner or operator.
(b) A sworn statement from the seller attesting to the assets and liabilities related
to the cemetery, including all trust accounts and the value of those accounts.
(c) Sworn statements from both the seller and the purchaser stating who will
assume the assets and liabilities related to the cemetery.
(d) A sworn statement that the principal from the endowment and perpetual care
trust accounts will be held in escrow for 6 months from the later of the following:
(i) The commissioner’s approval of the application.
(ii) The close of the sale of a controlling interest in the cemetery owner or the
sale of a substantial portion of the assets of the cemetery owner.
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(iii) The transfer of title of the cemetery.

(e) Any other information the commissioner requires.

(3) The commissioner shall issue a certificate of approval for a change of control only
after he or she is satisfied that the proposed new cemetery owner or operator is qualified
by good moral character, experience, and financial stability, responsibility, and security
to control and operate the cemetery in a legal and proper manner, and that the interest of
the public generally will not be jeopardized by the proposed change in ownership and
management. The application for a purchase or change of control must be accompanied
by an initial filing or investigation fee of $1,500.00.

(4) If a person fails to comply with this section, the commissioner may do any of the
following if a transfer of controlling interest is found to have taken place without prior
commissioner approval:
(a) Suspend or revoke the registration of the cemetery.
(b) Issue a cease and desist order or other order requiring a person to immediately
take remedial action as prescribed by the commissioner.
(c) Seek injunctive or other equitable action from a court of competent
jurisdiction.
(d) Take other appropriate action until the person purchasing or otherwise
acquiring a controlling interest in an existing cemetery, purchasing an existing
cemetery, or otherwise acquiring the cemetery demonstrates compliance with this
section or divests itself of any interest or control of the cemetery.

43. MCL 456.532(7) defines “controlling interest” to mean:

the capability to decide the operating and financial policies of the cemetery company or
to select the officers or directors with majority control of the cemetery company.

44. MCL 456.522 defines the following terms:

(r) ‘Cemetery owner’ means the person who has title to the cemetery.
(s) ‘Operator’ means any of the following:
(i) A person, an officer of a person, a partner of a person, or a member or manager
of a limited liability company, who holds more than 50% voting rights in a
cemetery owner.
(ii) A person who is a member of the board of directors of a cemetery owner, a
partner in a cemetery owner, or a member or manager of a limited liability
company that is a cemetery owner.
(iii) An administrative official of the cemetery owner or the person described in
subparagraph (i), comparable to a chief administrative officer, chief executive
officer, or chief financial officer.
(t) ‘Affiliated person’ means a person directly or indirectly controlling the cemetery and
includes all of the following:
(i) A person who holds at least 50% interest in a cemetery.
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(ii) A person who is a member of the board of directors or a cemetery owner, a

partner in a cemetery owner, or a member or manager of a limited liability
company that is a cemetery owner.
(iii) A person who is an officer of the person who holds at least 10% interest in a
cemetery corporation or other entity having control of the cemetery.

45. MCL 456.533 states the following:

(1) Any person desiring to establish a cemetery shall file with the commissioner, on
forms furnished by the commissioner, an application for a permit to establish a cemetery.
The application shall be accompanied by a nonrefundable investigation fee of $1,500.00.

(2) After receipt of an application, the commissioner shall conduct an investigation

pertaining to the physical plans, the community need for the planned cemetery, and
pertinent information pertaining the applicant’s experience, financial security,
responsibility, and stability, ability, and good moral character and the source, nature, and
amount of consideration to be used in the purchase of the cemetery. If the applicant is not
an individual, the same investigation shall be made of the owners, directors, officers,
partners, members, or any person occupying a similar status or performing similar
functions, or any affiliated person.

(3) A cemetery company shall immediately notify the commissioner of any change in its
directors, officers, partners, members, affiliated persons, or any new persons occupying a
similar status or performing similar functions. If after investigation the commissioner
determines that any new director, officer, partner, member, affiliated person, or a person
occupying a similar status or performing a similar function does not have suitable
experience, financial security, responsibility, and stability, ability, and good moral
character, the commissioner shall order the cemetery company to void the appointment of
the director, officer, partner, member, affiliated person, or any persons occupying a
similar status or performing a similar function.

46. MCL 456.533a provides the following, in relevant parts:

(1) Notwithstanding any other provisions governing eligibility as a cemetery owner, a

person may be ineligible to become a cemetery owner or hold a controlling interest in a
cemetery company if any of the following circumstances exist:
* * *

(d) The person lacks the requisite character, experience, and financial
responsibility to control and operate the cemetery in a legal and proper manner, as
determined by the commissioner, and the proposed ownership or change in
ownership and management is likely to jeopardize the public.

(2) In determining whether to allow a person to become a cemetery owner, the

commissioner shall also consider all of the following:
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(a) The past and present compliance of the person and its affiliated person with
cemetery or cemetery-related licensing requirements, cemetery-related
agreements, or compacts with the state of Michigan or any other jurisdiction.
(b) Whether the person has been . . . convicted, has pleaded guilty or nolo
contendere . . . concerning any criminal offense under the laws of any jurisdiction,
either felony or misdemeanor, not including traffic violations, unless the offense
has been expunged, pardoned, or reversed on appeal or otherwise nullified as
determined by the commissioner.
(c) Whether the person has filed, or had filed against it, a proceeding for
bankruptcy or has ever been involved in any formal process to adjust, defer,
suspend, or otherwise work out the payment of any debt.
(d) Whether the person has been served with a complaint or other notice filed with
any public body regarding a payment of any tax required under federal, state, or
local law that has been delinquent for 1 or more years.
(e) The person has a history of noncompliance with any regulatory requirements
in this state, any other jurisdiction, or the federal government.

47. MCL 456.534 provides:

After receipt of the investigation fee and application, and after investigation, the
commissioner shall grant or refuse to grant the permit. If the commissioner
decides to deny the application for a permit, he or she shall follow the procedure
set forth in [MCL 456.539].

48. MCL 456.535(2) indicates that the procedure set forth in MCL 456.539 must be followed
if the commissioner intends to deny a registration under the Act.

49. MCL 456.538(1) indicates the following, in relevant subparts:

The commissioner may deny an application filed under this act and refuse to issue
a permit or registration . . . if the commissioner’s investigation reveals facts
which, with reference to the establishment of a cemetery, show . . . inadequate
experience, financial stability, or integrity to protect the public welfare; or when
the commissioner finds that the cemetery owner, operator, or applicant or the
officers, cemetery owners, directors, members, affiliated persons, or general
manager of those entities has done 1 or more of the following:

(a) Made a false statement of material fact in the application.

(b) Not compiled with this act.
(c) Been guilty of an unlawful or fraudulent act in connection with selling
or otherwise dealing in cemetery lots and burial rights regulated by this act
or funeral or cemetery merchandise and services regulated by the [Prepaid
Funeral and Cemetery Sales Act].
(d) Been guilty in the judgment of the commissioner of other conduct
whether of the same or different character than specified in this act which
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constitutes dishonest and unfair dealing or a demonstration of a lack of

good moral character.
(e) Violated article 18 of the [Occupational Code concerning mortuary
science]
(f) Violated the terms of an assurance of discontinuance entered into with
the commissioner pursuant to section 9(5).
(g) Violated the prepaid funeral and cemetery sales act, 1986 PA 255,
MCL 328.211 to 328.235. . . .

50. MCL 456.538(2) provides, in relevant part:

If the commissioner denies an application for permit or registration, . . . the denial

. . . shall revoke the cemetery operation as to the sale or assignment of . . .
cemetery merchandise . . . or cemetery services after the date of the . . . denial.
The cemetery owner or operator shall fulfill all contractual obligations and
agreements entered into before the date of the . . . denial . . . .

51. MCL 456.539 indicates as follows:

If the commissioner intends to deny an application for a permit to establish a

cemetery, . . . the commissioner shall give written notice to the person involved of
that intent. The notice shall state a time and a place for hearing before the
commissioner or a designated hearing officer, and a summary statement of the
reasons for the proposed action. The notice of intent shall be mailed by certified
mail to the applicant at least 15 days before the scheduled hearing date. The
commissioner shall hold a hearing pursuant to the notice in the manner required
by the administrative procedures act of 1969, 1969 PA 306, MCL 24.201 to
24.328, and the rules of procedure adopted by the commissioner. The
commissioner shall issue a written decision.

III. CONCLUSIONS OF LAW

52. As set forth above, Tocco, as the sole and managing member of Trinity Associates, LLC,
had the capability to make decisions about the operational and financial policies of
Trinity Cemetery and held a “controlling interest” in it, as defined in MCL 456.532(7).

53. As the sole and managing member of Trinity Associates, LLC, Tocco was and is an
“operator” of the cemetery as defined in MCL 456.522(s).

54. Tocco and Trinity Associates, LLC operated and continues to operate the Trinity
Cemetery without a valid registration issued under the Act, contrary to MCL 456.532(1).

55. Tocco and Trinity Associates, LLC completed the sale and assumed ownership and a
controlling interest in the business assets and real estate associated with an existing
cemetery, Trinity Cemetery, Inc., without first receiving a certificate of approval for a
change of control from the Commissioner, in violation of MCL 456.532(2).
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56. Tocco has the following history of noncompliance with the Act, contrary to MCL
456.538(1)(b):
a. Tocco, on behalf of Knollwood Memorial Park Cemetery Association, failed to
file its annual reports required under the Act, contrary to MCL 456.536(1).
b. Tocco failed to timely renew its cemetery registration and operated the cemetery
without a valid registration issued under the Act, contrary to MCL 456.532(1).
c. Tocco failed to ensure that the cemetery complied with the Final Order issued in
Complaint No. 299632, contrary to MCL 456.538(1)(b).
d. Tocco failed to ensure that the cemetery’s ECTF and MTF were properly funded,
contrary to MCL 456.536.

57. While owning and operating Knollwood Memorial Park and Knollwood Memorial Park
Cemetery Association, Tocco failed to comply with the October 2, 2007, Assurance of
Discontinuance, contrary to MCL 456.538(1)(f).

58. While owning and operating Knollwood Memorial Park Cemetery Association, Tocco
violated the Prepaid Act, contrary to MCL 456.538(1)(g).

59. In determining whether to allow Trinity Associates, LLC to own and operate Trinity
Cemetery, Inc., the Commissioner must consider the following:

a. Tocco’s past noncompliance with the Act while operating Knollwood Memorial
Park and Knollwood Memorial Park Cemetery Association and Tocco’s past and
current noncompliance with the Act while operating Trinity Cemetery, Inc.
without the Commissioner’s approval, consistent with MCL 456.533a(2)(a).
b. Tocco’s prior bankruptcy proceeding and 2022 discharge under Chapter 7 of the
U.S. Bankruptcy Code, consistent with MCL 456.533a(2)(c).
c. Tocco executed a mortgage upon the lands of Knollwood Memorial Park
Cemetery Association in violation of section 9 of the Rural Cemetery
Corporations Act, MCL 456.109, consistent with MCL 456.533a(2)(e).
d. Tocco’s prior noncompliance with the Prepaid Act while operating Knollwood
Memorial Park, consistent with MCL 456.533(2)(e).

60. In determining whether to approve or deny the application for change of control, the
Commissioner must also consider the following:

a. Applicant, Trinity Associates, LLC and Tocco’s past and present noncompliance
with the Act, MCL 456.538(1)(b).
b. Tocco’s prior demonstration of a lack of good moral character, MCL 456.538(d).
c. Tocco’s prior violation of the terms of an assurance of discontinuance, MCL
456.538(f).
d. Tocco’s prior noncompliance with the Prepaid Act, MCL 456.538(1)(g).
e. Tocco’s good moral character or lack thereof, MCL 456.532(3).
f. Tocco’s financial stability, responsibility and security or lack thereof, MCL
456.532(3).
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g. Whether the interest of the public generally will or will not be jeopardized by the
proposed change in ownership and management, MCL 456.532(3).

IV. ORDER

IT IS THEREFORE ORDERED, under MCL 456.532(4)(d), 456.532a, 456.533a, 456.538, and

456.539 that:

A. The Commissioner intends to deny Applicant’s Application for Approval of Cemetery

Change of Control under the Cemetery Regulation Act and orders Tocco and Trinity
Associates, LLC to divest himself and itself of any interest or control of Trinity
Cemetery, Inc. and make all books, papers, records, and documents available for
inspection or audit by the Department, because she finds that:

a. Tocco is ineligible to become a cemetery owner due to a lack of requisite

character and financial responsibility to control and operate the cemetery in a
legal and proper manner.
b. The proposed change in ownership and management is likely to jeopardize the
public.
c. Tocco violated the Rural Cemetery Corporations Act by executing a mortgage
upon the lands of the Knollwood Memorial Park Cemetery Association.
d. Tocco filed a petition for bankruptcy under Chapter 7 of the United States
Bankruptcy Code.
e. Tocco has a history of noncompliance with the regulatory requirements of this
state.
f. Tocco has inadequate financial stability or integrity to protect the public.
g. Applicant and Tocco have not complied with the Act by:
i. Failing to notify the Commissioner before the consummation of the sale of
the real property and cemetery corporation to Tocco and Trinity
Associates, LLC on March 3, 2017.
ii. Failing to notify the Commissioner before he and the LLC acquired a
controlling interest in an existing cemetery corporation and before Tocco
and the LLC became president of the cemetery corporation.
iii. Operating an existing cemetery without a valid registration issued under
the Act.
h. Tocco, through his management and control of the Knollwood Memorial Park
Cemetery Association, failed to comply with the Assurance of Discontinuance
issued under the Cemetery Regulation Act and the Final Order in Complaint No.
299632.
i. Tocco, through his management and control of the Knollwood Memorial Park
Cemetery Association, violated the Prepaid Act, as found in the Final Order in
Complaint No. 323977.
j. Tocco’s past and present misconduct demonstrates a lack of integrity to protect
the public welfare.
k. Tocco lacks the requisite good moral character, financial stability, responsibility
and security to control and operate a cemetery in a legal and proper manner such
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that approval of the application for approval of cemetery change of control would
be likely to jeopardize the public.

B. Under Mich Admin Code, R 456.1802, Respondent must submit a written response to
this Order within 30 days of its issued and effective date signed by the party or the
party’s attorney of record.

C. The Cemetery Commissioner may modify, vacate, or extend the terms of this Order.

D. Under MCL 456.541, a person who violates this Act is guilty of a misdemeanor
punishable by a fine of not more than $10,000.00. If the violator is an individual, the
offense is punishable by a fine of not more than $10,000.00 or imprisonment for not more
than 1 year, or both. ACCORDINGLY, FAILURE TO COMPLY WITH THIS
ORDER MAY SUBJECT APPLICANT TO THESE ADDITIONAL
CRIMINAL SANCTIONS, FINES, AND/OR PENALTIES.

E. The Commissioner retains the right to pursue further civil or administrative action against
Applicant under the Act if the Commissioner determines that such action is in the public
interest and is authorized by the provisions of the Act.

F. This Order remains in effect during any additional administrative proceedings associated
with this matter.

V. NOTICE OF HEARING

APPLICANT IS ALSO NOTIFIED THAT it is the present intention of the Commissioner

to conduct a contested case hearing in accordance with the Administrative Procedures Act of 1969,

MCL 24.201 to 24.328, to determine whether this Notice of Intent to Deny Application for

Approval of Cemetery Change of Control is warranted. The formal hearing is scheduled to be held

in Docket No. 23-028586 on November 27, 2023, at 9:00 a.m. before Administrative Law Judge

Tom Halick and the Michigan Office of Administrative Hearings and Rules. To participate in the

hearing, follow the instructions below:

You will be participating as a “guest”

Dial In: 1-877-336-1831
Access Code: 5838096#

Applicant has the right, at its own expense, to have an attorney represent it at the formal hearing.
Trinity Cemetery, Inc.
ENF22-YY-344802
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Responsive Pleadings May be Filed by Email, Fax, or Mail With:

Corporations, Securities & Commercial Licensing Bureau

Regulatory Compliance Division
P.O. Box 30018
Lansing, MI 48909
Email: CSCL-FOIA@michigan.gov
Fax: (517) 763-0040

Michigan Office of Administrative Hearings and Rules

P.O. Box 30695
Lansing, MI 48909-8195
Email: MOAHR-GA@michigan.gov

Overnight Mailing Address:

MOAHR-GA
c/o Department of Licensing and Regulatory Affairs, Mail Services
2407 N. Grand River Avenue
Lansing, MI 48906

Procedural questions may be addressed to the Bureau via email at CSCL-FOIA@michigan.gov

or by phone at (517) 241-9590 or to the Michigan Office of Administrative Hearings and Rules
via email at MOAHR-GA@michigan.gov or by phone at (517) 335-2484. Additional
information may be reviewed at www.mi.gov/cscl and www.mi.gov/moahr.

MICHIGAN DEPARTMENT OF LICENSING AND

REGULATORY AFFAIRS

/s/ Linda Clegg

By: ________________________________________________
Linda Clegg
Director
Corporations, Securities & Commercial Licensing Bureau
and Michigan Cemetery Commissioner
Date Signed: October 2, 2023