BYLAWS OF THE SCOTTISH RITE BENEVOLENT ASSOCIATION OF HOUSTON. TEXAS ARTICLE I. OFFICES 1.01 Name The name of the corporation is: THE SCOTTISH RITE BENEVOLENT ASSOCIATION OF HOUSTON, TEXAS. 1.02. Principal Office -Location The principal office shall be in the City of Houston, County of Harris, State of Texas. ARTICLE II. MEMBERS 2.01 Designation The Corporation shall have one class of members. 2.02 Qualifications All 14 Scottish Rite Masons members of San Jacinto Lodge of Perfection, Valley of Houston, Houston, Texas shall be members. No member shall have any right title or interest in or to any of the property or assets of the Corporation. 2.03 Rights The rights of the members of the Corporation are personal and non-transferable. The rights of the members shall terminate upon termination of membership in the San Jacinto Lodge of Perfection. 2.04 Annual Meeting The Annual Meeting of the members shall be held on the 4th Thursday of January of each year, commencing in January, 1970, concurrently with the meeting of the San Jacinto Lodge of Perfection. 2.05 Special Meetings Special Meetings may be called by the president, the Board of Trustees, by members having not less than one-tenth (1/10) of the votes entitled to be cast at such meeting. 2.06 Place of Meeting The meetings shall be held in the same room as the meeting of the San Jacinto Lodge of perfection of the Houston Scottish Rite meeting.
2.07 Notice of Meeting No notice of the Annual or Regular Meetings shall be required other than that customarily given for meetings of the San Jacinto Lodge of Perfection shall constitute notice to the members of a meeting of this Corporation. Any notice required to be given other than that required under the provisions hereof may be given by publication in a newspaper of general circulation in the City of Houston, and notice in such manner shall be given upon direction of the President or the Board of Trustees. 2.08 Quorum The members present at any Regular Stated Meeting of the San Jacinto Lodge of Perfection shall constitute a quorum and may conduct any business of the Corporation with or without previous notice. The vote of a majority of the members present at any meeting shall be required for the adoption of any act or action by the Corporation. 2.09 Proxies Members may not vote by proxy. No member shall be entitled to cast more than one vote upon any proposition and members may not cumulate their votes. The right of cumulative voting is expressly denied. ARTICLE III BOARD OF TRUSTEES 3.01 General Powers The business and affairs of the Corporation shall be managed by a Board of Trustees. All Trustees shall be 3 Masons and members of all of the Scottish Rite Bodies in the City of Houston, Harris County, Texas. 3.02 Number and Election The total number of Trustees shall be nine (9). There shall be staggered terms of office for the Trustees so that one-third of the Trustees shall be up for election each year. At the Annual Meeting of this bylaw resolution, the seven (7) member board will be removed and replaced with a nine (9) member board. Initially three trustees of the board will be elected for a term of three (3) years, three trustees of the board will be elected for a term of two (2) years, and three trustees of the board will be elected for term of one (1) year. There after newly elected trustees will serve terms of three (3) years unless removed in accordance with the provisions of these Bylaws. The Secretary of the San Jacinto Lodge of Perfection shall not be a Trustee. 3.03 Vacancies Any vacancy occurring in the Board of Trustees may be filled by the affirmative vote of a majority of the members at the meeting of the San Jacinto Lodge of Perfection following the vacancy. A Trustee elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
3.04 Removal Any Trustee may be removed by a majority vote of the members at any meeting of the San Jacinto Lodge of perfection, irrespective of whether such meeting may have been called for such purpose. 3.05 Place of Meeting Meetings of the Board of Trustees, regular or special, shall be held in the City of Houston, Harris County, Texas. Unless each Trustee is notified to the contrary, all meetings shall be held at the meeting place of the San Jacinto Lodge of Perfection of the Scottish Rite in the City of Houston, Harris County, Texas. 3.06 Meetings Regular meetings of the Board of Trustees shall be held monthly at 5:00 PM on the day of the monthly meeting of the San Jacinto Lodge of Perfection, preceding the meeting of the San Jacinto Lodge of Perfection. 3.07 Notice of Special Meetings Special meetings of the Board of Trustees may be called by the president of the Board of Trustees and shall be called upon written request of three (3) Trustees. Written, telegraphic, personal or telephone notice of special meetings of the Board of Trustees shall be given to each Trustee at least one day before the meeting. Attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting. 3.08 Quorum A majority of the number of Trustees fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of the majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees. 3.09 Compensation No Trustee shall be paid any compensation for attending any meeting of the Board of Trustees. 3.10 Committees Committees not haying and exercising the authority of the Board of Trustees in the management of the Corporation may be designated and appointed by a resolution adopted by a majority of the trustees at a meeting at which a quorum is present, or by the president here unto authorized by a like resolution of the board of trustees. Membership on such committees may, but not be limited to trustees.
ARTICLE IV OFFICERS 4.01 Enumeration The officers shall consist of a President, one or more Vice-Presidents, a Secretary, a Treasurer, and such other officers and assistant officers as may be deemed necessary. The Chairman of the Advisory Conference for the Valley of Houston shall always be President. One of the Trustees whose term shall be the first to expire shall be Vice- President. The Secretary of the San Jacinto Lodge of Perfection shall be Secretary. Two or more offices may be held by the same person, except the offices of President and Secretary may not be held by the same person. 4.02 President - Duties The President shall: (a) have general and active management of the business of the Corporation and see that all orders and resolutions of the Board of Trustees are carried into effect. (b) preside at all meetings of the Board of Trustees. (c) Execute bonds, mortgages, contracts, deeds and other instruments requiring a seal under the seal of the Corporation and such other contracts as may be required in accordance with the direction of the Board of Trustees except where required or permitted by law to be signed and executed otherwise and except where the signing and execution thereof shall be expressly delegated by the Board of Trustees to some other officer or agent of the Corporation. 4.03 Vice-Presidents - Duties The Vice-President, in the absence of or disability of the President, shall perform the duties and have the authority and exercise the powers of the president. He shall perform such other duties and have such other authority and powers as the Board of Trustees may prescribe from time to time. 4.04 Secretary - Duties The Secretary shall: (a) attend all meetings of the members and of the Board of Trustees. (b) Record the minutes of the members and the Board of Trustees in a book provided for that purpose. (c) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. (d) Be custodian of the corporate records and of the seal of the Corporation and attach the seal of the Corporation to all documents the execution of which on behalf of the Corporation and under its seal is duly authorized. (e) In general, perform all duties incidental to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Trustees. 4.05 Treasurer - Duties If required by the Board of Trustees, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Trustees may require. He shall: (a) have custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board of Trustees. (b) In general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or the Board of Trustees.
ARTICLE V. MISCELLANEOUS 5.01 Indemnification of Trustees and Officers Each Trustee and each officer of the Corporation shall be indemnified by the Corporation against expenses actually and necessarily incurred by him in connection with the defense of any action, suit or proceeding in which he is made a party by reason of his being or having been a Trustee or officer of the Corporation (whether or not he continues to be such a Trustee or officer at the time of incurring such expenses), except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of his duties as such officer or Trustee. Such right of indemnification shall not be deemed exclusive of any other rights to which he may be entitled under these Bylaws, vote of members or otherwise. The Corporation shall have the right to intervene in and defend all such actions, suits or proceedings brought against any present or former Trustee or officer of the Corporation. "Trustee" or "Officer" is used in this Section shall include the heirs, executors, administrators and other legal representatives of such Trustee or officer. 5.02 Reliance on Records A Trustee shall be fully protected in relying in good faith upon written financial statements of the Corporation represented to him to be correct by the president or by the officer having charge of its books of account, or certified by an independent public or certified public accountant or firm of such accountants fairly to reflect the financial condition of the corporation. 5.03 Reliance on Attorney A Trustee shall not be liable for any claims or damages that may result from his acts in the discharge of any duty imposed or power conferred upon him if, in the exercise of ordinary care, he acted in good faith and in reliance upon the written opinion of an attorney for the Corporation. 5.04 Submission to Members The Trustees, in their discretion and without obligation so to do, may submit any contract or act for approval or ratification at any annual or other meeting of the members and any contract or act that may be approved or ratified by the vote of a majority of the members represented in person at such meeting shall be as valid and binding upon the Corporation and all members as though it had been approved or ratified by every member.
ARTICLE VI AMENDMENTS 6.01 By Board of Trustees The power to alter, amend, or repeal these Bylaws or to adopt new Bylaws is delegated by the members to the Board of Trustees.Any action by the Board of Trustees in altering, amending, or repealing the Bylaws or adopting new Bylaws shall be fully effective and binding until revoked or a conflicting Bylaw is adopted by the members or the Board of Trustees. 6.02 By Members The members reserve unto themselves the right to alter, amend or repeal the Bylaws or to adopt new Bylaws which shall supersede any Bylaw so adopted by the Board of Trustees. ARTICLE VII SECTION HEADINGS The section headings are for convenience and are not a part of these Bylaws. Any conflict between the section headings and any part of the Bylaws shall be resolved in favor of the Bylaws. These Bylaws shall become effective when approved by a majority of the members present at a regular meeting of the San Jacinto Lodge of Perfection and by the Sovereign Grand Inspector General of the State of Texas. All present officers and Trustees shall continue in office until their term of office shall expire. Any vacancies which may occur after the date of these Bylaws are adopted shall be filled in the manner herein provided. Signed this 15th day of November, 2007. P.G. Pete Normand, Jr., 33 President Attested to this 15 th day of November, 2007 Henry R. Clore, 33 Secretary