1 BY-LAWS OF SCOTTISH RITE FOUNDATION OF GEORGIA, INC. Preamble: These By-Laws amend and replace all previous By-Laws of the Scottish Rite Foundation of Georgia, Inc. (hereinafter the Foundation ) and shall be effective upon approval by the Board of Trustees. ARTICLE I OFFICES Section 1. The Foundation shall maintain a registered office and shall have a registered agent whose business address is identical with such registered office. Section 2. The Foundation may have offices at such place or places within or without the State of Georgia as the Board of Trustees may approve. Nothing herein shall be construed as requiring the Foundation to have more than one office. ARTICLE I BOARD OF TRUSTEES Section 1. The business and affairs of the Foundation shall be managed by the Board of Trustees. In addition to the powers and authority expressly conferred upon it by these By-Laws, the Board of Trustees may exercise all powers and do all such lawful acts and things as are required by law, by the Articles of Incorporation, or by these By-Laws directed or required to be exercised or done by the Board of Trustees. Section 2. The number of Trustees of this Foundation shall be thirty-three. Section 3. The corporate powers, business, and affairs of the Foundation shall be exercised, conducted, and controlled by a Board of Trustees. The number of Trustees of the Foundation shall be thirty-three. Eighteen of the Trustees shall be chosen in the following manner: each of the six Lodges of Perfection of Scottish Rite Bodies chartered in the State of Georgia by the Supreme Council of the Thirty-Third Degree of Ancient and Accepted Scottish Rite of Free Masonry, Southern Jurisdiction, United States of America, shall elect three Trustees annually upon the day provided in the statutes of the Supreme Council for elections in Lodges of Perfection. Each of said eighteen Trustees shall hold office for one (1) year or for such shorter period as he may be appointed, and until his successor shall have been elected. The nineteenth Trustee shall be the Sovereign Grand Inspector General in Georgia of said Ancient and Accepted Scottish Rite, Southern Jurisdiction, or the Deputy of the Supreme Council duly appointed by said Sovereign Grand Commander, during his term as such. The remaining fourteen Trustees shall be appointed by the Sovereign Grand Inspector General of Georgia or the Deputy of The Supreme Council in Georgia upon the day provided in the statutes of The Supreme Council for
2 elections in Lodges of Perfection and shall remain Trustees for one (1) year or for such shorter period as they may be appointed, and shall serve until their successors shall have been appointed. Section 3. Any vacancy occurring in the office of Trustee by reason of death, resignation, removal, or otherwise, shall be filled by an appointee of Sovereign Grand Inspector General or Deputy of the Supreme Council in Georgia. Such Trustee so appointed shall serve for the unexpired term and hold office until his successor is elected. If the vacancy is created for a position for which the Trustee was elected by a Valley, the appointment shall be an interim appointment and Valley may elect a new Trustee to fill the unexpired term but shall not be required to do so. Section 4. As soon as practicable, but not later than April 1 of each year after the day provided in the statutes of The Supreme Council for elections in Lodges of Perfection, the Trustees shall meet for the purpose of organization, the election of officers, and the transaction of other business. Thereafter, meetings shall be held annually as set by the Chairman. Section 5. Special meetings of the Board of Trustees may be held at any time and place upon the call of the Chairman of the Board, the President, or of a majority of the members of the Board. Section 6. A majority of the authorized number of Trustees shall constitute a quorum for the transaction of business, and every act or decision of a majority of the Trustees present at a meeting at which a quorum is present, made or done when duly assembled, shall be valid as the act of the Board of Trustees; but a majority of those present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time, or from day to day, without further notice, until a quorum shall attend, and when a quorum shall attend, any business may be transacted which might have been transacted at the meeting had the same been held on the day on which the same was originally appointed or called. Section 7. Notices of all meetings of the Board of Trustees stating the time and location thereof shall be mailed, sent by courier or commercial overnight delivery service, ed, sent by telecopier, text, any means of communication commonly in use at the time, or personally delivered to each Trustee at the location for each Trustee shown on the records of the Foundation, not more than fifty (50) days or later than five (5) days before the day appointed for any meeting. A Trustee may waive notice of any meeting by doing so in writing. Attendance by a Trustee at any meeting constitutes waiver of notice. Section 8. The Board of Trustees shall have full power and authority to authorize the officers of the Foundation to open bank and investment accounts, borrow money on behalf of the Foundation, and otherwise to incur indebtedness on behalf of the Foundation, and to authorize the execution of promissory notes or other evidences of indebtedness of the Foundation, and to agree to pay interest thereon; to sell, convey, alienate, transfer, assign, exchange, lease, and otherwise dispose of, mortgage, pledge, hypothecate, and otherwise encumber the property, real and personal; to purchase, lease and otherwise acquire property, real and personal, on behalf of the Foundation; and generally to do and perform, or cause to be done and performed, any and every act which the Foundation may lawfully do and perform.
3 ARTICLE II OFFICERS Section 1. The executive officers of the foundation shall be Chairman of the Board of Trustees, President, Vice-President, Secretary, and Treasurer. Section 2. The Chairman of the Board of Trustees shall be the Sovereign Grand Inspector General of Georgia or the Deputy of The Supreme Council in Georgia. Section 3. The President shall be appointed by and serve at the pleasure of the Sovereign Grand Inspector General of Georgia or the Deputy of The Supreme Council in Georgia. The Vice-President shall be elected by the Board of Trustees from their own number at the first meeting after the annual election of Trustees, and shall hold office for one year and until his successor is elected and installed. Section 4. The Board of Trustees shall also annually elect a Secretary and a Treasurer, who need not be members of the Board of Trustees, and who shall hold office for one year, and until their successors are elected and installed, subject to removal by the Chairman or the Board of Trustees at any time with or without cause. The same person may hold the offices of Treasurer and Secretary at the same time. Section 5. The Board of Trustees may also appoint and remove, or the Chairman may remove, such other officers, agents, and employees of the foundation as they may deem proper, and fix the duties of the same. The compensation of all officers, agents, and employees of the foundation shall be fixed by the Board of Trustees. Section 6. The Chairman of the Board of Trustees shall preside at all meetings of the Board of Trustees and shall have such additional duties as his title by general usage, would indicate, and such as are required by law or by these By-Laws. The Chairman may designate the President, or the Vice President in the President s absence, to preside. Section 7. The President shall be the Chief Executive Officer and shall provide general supervision and direction, subject to the authority and control of the Board, of all the affairs of the foundation; shall sign all certificates, contracts or other instruments of the foundation for and in its behalf when authorized by the Board; and shall perform such other duties as are incident to his office, or may be properly required of him by the Board. Section 8. In the event of the death, absence or disability of the President, the Vice-President shall perform his duties unless the President is replaced by the Sovereign Grand Inspector General of Georgia or the Deputy of The Supreme Council in Georgia. In the event of the death, absence or disability of the Vice-President, or of the Secretary, or the Treasurer, the Chairman may name some other member of the Board in whom shall be vested, during such absence or disability, or until the next meeting of the Board of Trustees, all the duties and functions of such officer.
4 Section 9. The Secretary shall issue notices for all meetings, keep accurate minutes thereof, have the custody of the seal of the foundation, sign with the President such instruments as require attestation, conduct the correspondence of the Board, administer the scholarship program as directed by the Board of Trustees, file and safely keep all papers and documents addressed or belonging to the foundation, or which shall appertain to the administration of the affairs of the foundation and which are not by the direction of the Board of Trustees kept at the home office, keep such records as the Board may direct, and perform such other duties as are incident to his office, or may properly be required of him by the Board of Trustees. Section 10. The Treasurer shall be the Chief Financial Officer and shall keep, or cause to be kept, full and accurate accounts of receipts and disbursements in books to be kept for that purpose. He shall receive and deposit, or cause to be received and deposited, all moneys and other valuables of the foundation, in the name and to the credit of the foundation, in such depositories as may be designated by the Board of Trustees. He shall disburse, or cause to be disbursed, the funds of the foundation as may be directed by the Board of Trustees, taking proper vouchers for such disbursements. He shall render to the President and to the Board of Trustees, whenever they may require, accounts of all his transactions as Treasurer and of the financial condition of the foundation. He shall, in general, perform all the duties incident to the office of Treasurer, subject to the control of the Board of Trustees. Section 11. If the office of the President, Vice-President, Secretary, or Treasurer becomes vacant by reason of death, resignation, removal, or otherwise, the Chairman shall appoint a temporary replacement but, at its next meeting, the Board of Trustees shall elect a successor, who shall hold office for the unexpired term, and until his successor is elected and installed. ARTICLE III PERPETUAL DURATION Section 1. The Foundation shall have perpetual duration. ARTICLE IV ASSESSMENTS Section 1. No assessments shall be made of the Scottish Rite Valleys or the Scottish Rite members in the Orient of Georgia by the Scottish Rite Foundation of Georgia, Inc. ARTICLE V SEAL
5 Section 1. The Board of Trustees shall provide a suitable Seal for the Foundation, which shall contain the words "Scottish Rite Foundation of Georgia, Inc." and show the date of the formation of the Foundation. ARTICLE VI INDEMNIFICATION 9.1 Under the circumstances prescribed in paragraphs (3) and (4) of this section, the Foundation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Foundation) by reason of the fact that he is or was a trustee, officer, employee, or agent of the Foundation against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in a manner he reasonably believed to be in or not opposed to the best interests of the Foundation. 9.2 Under the circumstances described in paragraphs (3) and (4) of this section, the Foundation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Foundation to procure a judgment in its favor by reason of the fact he is or was a director, officer, employee, or agent of the Foundation against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement or such action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Foundations; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Foundation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. 9.3 To the extent that any director, officer, employee or agent of the Foundation has been successful on the merits or otherwise in defense of any action, criminal proceeding, suit or proceeding referred to in paragraphs (1) and (2) of this section, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. 9.4 Except as provided in paragraph (3) of this section and except as may be ordered by a court, any indemnification under paragraphs of this section shall be made by the Foundation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in paragraphs (1) and (2). Such determination shall be made (a) by the Board of Directors by a majority vote of quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if
6 obtainable, if a quorum of disinterested directors so directs, by the firm of independent legal counsel then employed by the Foundation, in a written opinion. 9.5 Expenses incurred in defending a civil suit or proceeding may be paid by the Foundation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Trustees in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Foundation as authorized in this section. Expenses incurred in defending a criminal action or proceeding shall be paid by the Foundation only after any such investigation is closed, the charges are dismissed, or the or a judgment of acquitted is entered as to all charges. 9.6 The indemnification provided by this section shall not be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which those seeking indemnification may be entitled under any by-law or resolution approved by the affirmative vote of the Board of Trustees taken at a meeting the notice of which specified that such by-law or resolution would be placed before the Board of Trustees, both as to action by a director, officer, employee or agent in his official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. 9.7 The Foundation may provide for indemnity hereunder by purchasing and maintaining insurance on behalf of any person who is or was a director, officer, employee or agent of the Foundation against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Foundation would have the power to indemnify him against such liability under the provisions of this section. The Foundation shall indemnity the director, officer, employee, or agent for any expenses described above which are not covered by said insurance. ARTICLE VII MISCELLANEOUS Section 1. Any action which could be taken by the Board of Trustees at a meeting can be taken by the unanimous, written consent of the Trustees. Section 2. Any regular or special meeting of the Board of Trustees or of the Executive Committee may, at the discretion of the Chairman or the President, may be held by telephone or by teleconference. Section 3. The Board of Trustees, by resolution adopted by a majority of the full Board of Trustees, may designate from among its members an executive committee and one or more other committees, each consisting of three (3) or more directors. Except as prohibited by law, each committee shall have the authority to set forth in the resolution establishing said committee.
7 Section 3. Subject to the requirements of law, the Board of Trustees shall have the power to determine which accounts, books and records of the corporation shall be opened to the inspection, and shall have power to fix reasonable rules and regulations, not in conflict with the applicable law, for the inspection of accounts, books and records which by law or by determination of the Board of Trustees shall be open to inspection and to establish reasonable charges related to the inspection of copying of documents. Section 4. Fiscal Year. The Board of Directors is authorized to fix the fiscal year of the corporation and to change the same from time to time as it deems appropriate. Section 5. These By-Laws may be amended, altered or repealed in whole or in part by a majority vote of the entire Board of Trustees at any regular meeting thereof, or at any special meeting called for that purpose provided prior notice of any amendment is provided to all directors with the meeting notice..