Article I Title
Section 1. This Association shall be known as the “Clarkston Masonic Building Association”.
Article II Source of Authority
Section 1. This Association was formed and organized as a non-profit corporation in conformity with Act No.1, Public Acts 1895.
Article III Purpose
Section 1. To promote the best interests of Cedar Lodge No. 60, F. & A.M. of the Village of Clarkston, Oakland County, Michigan, in providing, building or procuring by purchase or otherwise a lodge building for the use, occupancy, enjoyment and benefit of said Masonic Lodge and to transact any and all business that may be necessary or beneficial to said Lodge as a Masonic Organization.
Article IV Membership
Section 1. The membership of this Association shall consist of (6) members elected by Cedar Lodge No. 60 F. & A.M., and (3) members elected by Joseph C. Bird Chapter No. 294, Order of the Eastern Star, the Worshipful Master of Cedar Lodge No. 60 F. & A.M. and the Worthy Patron of Joseph C. Bird Chapter No. 294, Order of the Eastern Star.
Section 2. The (6) Masonic members of the Association shall be members in good standing of Cedar Lodge No. 60. They shall be elected for the following terms, (2) for three year terms; (2) for two year terms; and (2) for one year terms. As their terms of office expires, they may be re-elected or replaced by members elected for (3) years, thus two members will be re-elected or replaced each year thereafter.
At the beginning, the Eastern Star (Joseph C. Bird Chapter No. 294) will elect (1) member for a three year term, (1) for a two year term and (1) for a 1 year term. As their term expires, they may be re-elected or replaced by members elected for a term of (3) years, who also must be members in good standing of Joseph C. Bird Chapter #294 and the Grand Lodge of Michigan.
Section 3. When a Member of this Association shall cease to be in good standing in the organization which he represents, his membership in the Association shall automatically cease.
Section 4. When a vacancy occurs in the membership of this Association, for any cause, the Association shall request the organization from which the member causing the vacancy shall have been elected, to elect a successor to fill the vacancy, from the active membership of said organization, at its next regular meeting after notice of such vacancy has been received.
Section 5. The yearly nomination and election of Officers shall occur each year at the December regular stated meeting of the Association.
Section 6. In October of each year following the regular stated meeting of the Association, the Secretary shall notify in writing the Worshipful Master of Cedar Lodge No. 60 F. & A.M. and the Worthy Matron of Joseph C. Bird Chapter No. 294, Order of the Eastern Star of the upcoming vacancies about to occur in this Association.
Article V Meetings & Officers
Section 1. The Annual Meeting of this Association shall be held on the 1st Thursday, of January, of each year, unless otherwise changed, and may be adjourned from time to time as required, by a majority vote of members present.
Section 2. A Quorum shall consist of five members for the Annual and all Special Meetings held. When a Quorum is not present, the members present will proceed with the business at hand. Provided that at no meeting shall this Association be empowered to demise, sell, convey or buy real estate, construct buildings, borrow money, issue bonds or notes, mortgage its property or amend its By-Laws, unless a six (6) day written notice of such meeting, stating the nature of the business to be considered, is mailed to each member of the Association, and with the approval of Cedar Lodge No. 60, by a majority vote of Cedar Lodge No. 60 members present at their vote.
Section 3. This Association shall at its Annual Meeting elect from its members a President, Vice-President, Secretary and Treasurer who shall hold their respective offices for the current fiscal year, at which time they may be re-elected or replaced. No member may serve more than 3 consecutive years as President of the Association but may still serve on the Association Board and be elected as President after a 1 (one) year lapse.
Section 4. The hour and place of Annual and Special Meetings shall be designated by the President.
Section 5. Special Meetings may be called by the President at any time. Other Special Meetings shall be called upon the written request of (6) or more Association members filed with the Secretary, not later than (14) days after such request has been received.
Section 6. When thought advisable the Association may engage or appoint a Manager. The duties of the Manager shall be as follows:
After consultation with the proper officers of the Association and acting with their advice so far as is possible and practicable, the Manager shall have charge of incidental renting of the Building; the arrangements for meetings of the several occupants of the building, and their supervision as far as this applies to the building and its use; oversee minor improvements and have general supervision of the other activities of the Building and its use.
Section 7. Notice shall be given to each Association member not less than (6) days prior to each Annual Meeting, and notice shall be given to each member as soon as possible or practicable of each Special Meeting, provided that the provisions of Section 2 of this Article are complied with.
Article VI Powers & Duties
Section 1. This Association may take, receive, rent, purchase, and hold in its corporate capacity, and for its corporation purpose, real and personal property, and the same or any quorum thereof may empower its officers or any of them, to demise, sell, convey, use and dispose of said property, or buy, build and own suitable buildings, when remodeled to be used in whole or in part for the meetings and use of the several Masonic and Eastern Star bodies, and members thereof, in which the members of this Association are respectively affiliated; may empower its officers or any of them to borrow money, and for that purpose to issue bonds and/or notes, and mortgage its property to secure the payment thereof, with approval of Cedar Lodge No. 60, F. & A,M. by a majority vote of members of Cedar Lodge No. 60 present at their vote. This Association shall have the control of all the business affairs of, and properties both real and personal, belonging to the Association, and may empower its officers to rent or remodel all property within its corporate capacity by a majority vote of the members of the Association.
Section 2. All claims and accounts shall be presented to the Association for approval and, if approved, they shall be paid by the Secretary and Treasurer, who upon the receipt of such bill shall write a check for the amount on the bill, payable to the order of the payee designated on the bill.
Section 3. The Association may authorize the Secretary and Treasurer to pay current accounts and obligations for the current year, as they become due, without the prior approval of each individual account by the Association, provided said accounts or obligations have been approved by the Association.
Section 4. The Association shall designate a bank or banks as a depository or depositories for Association funds, to be used until changed by subsequent action of the Association.
Section 5. The Association shall keep all Association property, real and personal, properly insured.
Section 6. The Association shall decide if and when the Secretary or Treasurer shall give bonds, and the amount thereof. If bonds are required, the Association shall pay the premium.
Section 7. The Association by a majority vote of all members may remove any member from any committee at any time, provided the provisions of Article V, Section 2 are complied with.
Article VII Duties of Officers
Section 1. President
(a) The President shall appoint an Audit Committee whose duty it shall be to audit the books of the Treasurer annually, after they have been closed for the year, compare the books, and certify the same if found correct. This committee shall audit the above books at other times when so directed by the Association.
(b) He may appoint from the membership of this Association, any other committee he may desire at any time, the function of which shall be defined by him.
Section 2. Vice-President
In the absence or inability of the President to serve, the Vice-President shall assume the duties of the President until a successor to the latter be elected.
Section 3. Secretary
(a) The Secretary shall keep a proper record of all actions of the Association in an appropriate manner and form with the approval of the Association used for these purposes.
(b) He shall make a written annual report to the Association at each Annual Meeting, including an explanation of the business transactions, improvements made, and other activities of the Association during the year. This report when approved by the Association shall be spread upon the minutes and a copy forwarded to Cedar Lodge No. 60, F. & A.M., and to Joseph C. Bird Chapter No. 294, O.E.S. He also shall make such other reports of the business activities of the Association as may be requested by the President or the Association at any time.
(c) He shall notify the members of each meeting, as provided for in Article IV, Section 2.
(d) He shall be the custodian of all records and documents of the Association, except those properly in use by other officers and preserve those of importance, permanence and value in a safe and orderly manner.
Section 4. Treasurer
(a) The Treasurer shall deposit all Association funds received by him, in the depository designated by the Association, to the credit thereof.
(b) He shall disburse or transfer the Association funds only as provided on approval of the Association membership.
(c) He shall keep a proper record of all receipts and disbursements in an appropriate manner and form with the approval of the Association for that purpose, showing the balance on hand at any time.
(d) He shall make a written monthly report, after his books have been closed for the period, and an annual report, after his books have been closed, balanced and audited for the year, of his receipts and disbursements, and the funds on hand or invested, which report when approved by the Association shall be spread upon the minutes.
He also shall make such other reports regarding the finances of the Association as may be requested by the President or Association at any time.
(f) A list of current accounts and recurring obligations for the upcoming year shall be presented and revised as required at each Annual Meeting or at any stated meeting when necessary and approved by the Association.
Article VIII Amendment of By-Laws
Section 1. These By-Laws may be amended at an Annual Meeting, or at any Special Meeting, called for that purpose, by a majority vote of members of the Association present as defined in Article V, Section 2, provided the proposed amendment was presented in writing at a prior meeting of the Association and has laid on the table not less than one month prior to action thereon, or, provided a copy of the proposed amendment be forwarded to each member of the Association not less than ten (10) days prior to proposed action thereon, and with the approval of Cedar Lodge No. 60, by a majority vote of Cedar Lodge #60 members present at their vote.
Section 2. A copy of the amended By-Laws which have been approved by both the Association and by Cedar Lodge #60 must be submitted to the Grand Secretary of the Grand Lodge of F&AM of Michigan for approval by the Most Worshipful Grand Master.
Section 3. These By-Laws shall become effective immediately after receiving the approval of the Grand Lodge of F&AM of Michigan, and all former By-Laws of this Association shall thereupon stand rescinded.
Section 4. Upon receipt of approval by Grand Lodge, an approved copy of these By-Laws must be filed with the Oakland County Clerk.
Committee on By-Laws Revision 2013
John Nelson, P.M. – President
Dan Jenks – Vice President
Doug Cundiff – Secretary
Eric Kimminau, P.M. – Treasurer
Tom Anderson, P.M.
Thomas A. Braun, P.M., BGP