THE MASTERS', PAST MASTERS' AND WARDENS' ASSOCIATION, BRANT MASONIC DISTRICT CONSTITUTION AND BYLAWS Article No. 1 - Composition A. The association (hereinafter referred to as the "Association") shall be duly constituted as an unincorporated non-profit organization, to be known as The Masters', Past Masters' and Wardens' Association, Brant Masonic District. Where used herein, "Grand Lodge" shall mean the Grand Lodge of Ancient, Free and Accepted Masons of Canada, in the Province of Ontario, "District" shall mean Brant Masonic District of Grand Lodge, "Lodge" shall mean a Masonic Lodge duly warranted by Grand Lodge, and "member" shall mean an individual who has an unexpired complimentary membership or who has paid for a life membership or regular membership for the current financial year of the Association and whose membership has not been terminated. Article No. 2 - Objective A. The objective of the Association shall be to develop and improve the practice and study of Freemasonry and all matters pertaining thereto, by means of talks, essays or papers prepared by members of the Association. Talks, essays or papers may also be prepared by brethren who are not members of the Association, but who have been invited for that purpose by the Association. The objective may be achieved by discussion and debates by brethren on all Masonic questions. B. The Association shall suggest candidates to be elected DISTRICT DEPUTY GRAND MASTER of the District, supply regalia for the DISTRICT DEPUTY GRAND MASTER and the Immediate Past District Secretary, arrange Grand Master’s receptions, arrange Masters and Wardens nights annually, help Lodges with special events e.g. anniversaries, serve as a clearing centre for District and Lodge events, arrange District events such as Lodges of Instruction, promote the District and the Association, build a source of speakers, and provide Masonic education for Lodges not working degrees or for general interest. Article No. 3 - Membership A. The Worshipful Master, Past Masters and Wardens of a Lodge are eligible for membership in the Association. Membership in the Association will be denied to any individual who is not a member in good standing of a Lodge. B. The three classes of membership in the Association shall be regular membership, complimentary membership and life membership. C. The annual fee for a regular membership in the Association shall be as determined by the Executive Committee and approved by the membership annually, payable in advance on the 1st day of December. All regular memberships shall expire on the 30th day of November next after the membership fee is paid, and membership fees paid after the 1st day of December shall be paid in full and not pro-rated. D. A complimentary membership in the Association shall be given to the Junior Warden of a Lodge at his investiture and shall expire one year thereafter. E. A life membership in the Association is available, by application, to the Worshipful Master and Past Masters of a Lodge. The life membership fee, to be determined by the Executive Committee, shall be based on the applicant's age on the 1st day of December in the year in which the life membership is acquired. F. Membership in the Association shall be automatically terminated if the individual ("terminated member") is no longer a member in good standing of a Lodge, or his complimentary membership has expired, or he has not paid his regular membership fee for the current financial year, or he has not paid any other liability owing to the Association. If the terminated member had previously obtained a life membership in the Association, his life membership fee shall be forfeited to the Association. If the terminated member is an officer of the Association, he shall be deemed to have resigned as such and the vacancy may be filled as provided in Article No. 7D hereof. Article No. 4 - Meetings A. In addition to the annual meeting, there shall be 3 meetings of the members in each calendar year, held on such dates and in such locations as may be determined by the Executive Committee, and shall be held in March, May, and October. B. The annual meeting of the members ("annual meeting") shall be held in December each year. C. Special meetings of the members shall be called by the President within 7 days after he is personally in receipt ("receipt date") of a written request stating the purpose of the meeting and signed by seven members, and the special meeting shall take place no later than 30 days after the receipt date. Notice of the special meeting shall be given to each member, and no business shall be conducted other than the business for which the special meeting was called. D. Unless otherwise provided herein, notice of every meeting of the members shall be in writing and given to each member, once annually, either personally or by prepaid regular mail addressed to his last known address as shown on the membership ledger maintained by the Secretary. It is the responsibility of a member to notify the Secretary of a change in the member’s address. E. A member shall be entitled to attend and vote at any meeting of the members. Seven members, present in person, shall constitute a quorum at any meeting of the members, and no business shall be conducted at any meeting of the members unless a quorum is present. A member may not be represented by proxy at any meeting of the members. F. A Worshipful Master, Past Master or Warden, who is a member in good standing of a Lodge but not a member of the Association, may attend any meeting of the members but he shall not be permitted to take part in any discussion or proceeding without the express consent of the chairman of the meeting, and he shall not be entitled to vote. G. The Executive Committee shall meet ("executive meeting") at least three times in each calendar year, on such dates and in such locations as may be determined by the President, or by written request of three members of the Executive Committee. Only members of the Executive Committee shall be entitled to attend and vote at an executive meeting. Three members of the Executive Committee, present in person, shall constitute a quorum at an executive meeting, and no business shall be conducted at an executive meeting unless a quorum is present. A member of the Executive Committee may not be represented by proxy at an executive meeting. H. Notice of every executive meeting shall be communicated to each member of the Executive Committee, once annually, not less than forty-eight hours before the time when the executive meeting is to be held, save that no notice of an executive meeting shall be necessary if a majority of the members of the Executive Committee are present at any meeting of the members and do not object to holding an emergent executive meeting immediately before or after such meeting of the members. I. Meetings of the members and the Executive Committee shall be conducted according to the rules for Masonic meetings as prescribed by Grand Lodge, in so far as same may be found applicable thereto, except that an appeal to the members may be taken from the ruling of the chairman of the meeting. Article No. 5 - Financial Year A. The financial year of the Association shall end on the 30th day of November in each year. Article No. 6 - Accounts A. The Association shall maintain three separate accounts, being a general operating account, a regalia account and a life membership account. B. All moneys received by the Association from the issuance of life memberships shall be deposited in the life membership account. The interest earned in the life membership account shall be transferred to the general operating account at the end of each financial year. C. All moneys received by the Association from a Lodge for acquiring, maintaining, refurbishing or replacing the regalia of the District shall be deposited in the regalia account. The moneys on deposit in the regalia account shall be used only for acquiring, maintaining, refurbishing or replacing the regalia of the District. D. All other moneys received by the Association shall be deposited in the general operating account, unless such moneys are received from a donor who directs where the moneys are to be applied, in which case that direction shall be followed if reasonably possible. Article No. 7 - Officers and Executive Committee A. The officers of the Association shall be the President, first vice-president, second vice-president, Secretary and Treasurer, each of whom shall be elected at the annual meeting. No officer shall hold the same elected office for a term exceeding five consecutive years. B. The Executive Committee shall be comprised of the officers of the Association, the Immediate Past President, the Committee Chairmen, and the DISTRICT DEPUTY GRAND MASTER of the District, ex officio, and shall be the administrative body of the Association. The Officers of Association will endeavour to have a member from each Lodge in the District as a representative on the Executive Committee. The Executive Committee shall have the general care and regulation of all the concerns of the Association and, more particularly, it shall have charge of the finances, examine all accounts and, when found correct, shall recommend the same for payment or may refer the same to the Auditors for inquiry and report. No individual shall be a member of the Executive Committee unless he is a member of the Association. C. The proposed officers to be elected at the annual meeting shall be presented by a nominating committee. The nominating committee shall consist of the President, Secretary and three Past Presidents of the Association. A further nomination for officer may be presented by any member present at the annual meeting, provided that the nominee is present at the annual meeting and consents to the nomination or has submitted his written consent to the nomination to the Secretary. If there are no further nominations, the officers proposed by the nominating committee shall be declared elected by the chairman at the annual meeting. If there are further nominations for officers, a vote by written ballot will be required for each office with further nominations. A simple majority is required for the election of an officer. If no nominee for officer achieves a simple majority of the votes cast, the nominee with the fewest votes shall be removed from the ballot and a further ballot conducted, and this process shall continue until a nominee achieves a simple majority and he shall be declared elected. D. In the event of a vacancy occurring in any elected office during the year, the Executive Committee shall have the power to appoint a member to fill the vacancy until the next annual meeting, or to leave the vacancy unfilled until the next annual meeting. E. The Executive Committee is to provide the program for each meeting of the members. The Executive Committee is empowered to assess the members for such amounts as may be required to pay any expenses authorized by the Association. The Executive Committee shall have access to the books and records of the Secretary and Treasurer at all reasonable times. F. The Executive Committee shall appoint at least 6 committee Chairmen, at least one of whom must be a Warden, whose duties shall be to support the needs of the Association. Article No. 8 - Duties of Officers A. The President shall preside as chairman at all meetings of the Association. In his absence, the first vice-president shall preside, and in the absence of both the President and first vice-president, the second vice-president shall preside. B. The first vice-president is to arrange the program for each meeting of the members, and the second vice-president is to assist him in the same. C. The Secretary shall keep the minutes of all meetings, keep a ledger of all members and present a membership statement at the annual meeting, and issue notices of meetings. The Secretary shall pay all moneys received by him forthwith to the Treasurer and receive the Treasurer's receipt for same. D. The Treasurer is to receive all moneys from the Secretary and give a receipt therefor, and deposit all moneys received forthwith into the proper account in the financial institution in use by the Association, as may be determined by the Executive Committee from time to time. The Treasurer shall prepare a financial statement for the previous financial year of the Association and deliver same to the Auditors not less than 10 days before the annual meeting, and shall present the duly audited financial statement at the annual meeting. E. Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring the signature of the Association shall be signed on behalf of the Association by any two of the President, Secretary and Treasurer. Article No. 9 - Election and Duties of Auditors A. The members of the Association shall, by open vote at the annual meeting, elect two Auditors to report at the next annual meeting. B. The Auditors shall examine the Treasurer's financial statement for the previous financial year of the Association, and verify accounts, securities and vouchers relating thereto. The Auditors shall have access to the books, securities and accounts of the Association at all reasonable times. Prior to the reception of the reports of the Secretary and Treasurer, the Auditors shall make a written report to the members at the annual meeting, and shall state whether the financial statement, in their opinion, is complete and fairly represents the financial position of the Association, as at the end of the previous financial year. Article No. 10 - Amendments to the Constitution and Bylaws A. The Constitution and Bylaws of the Association may be amended by motion at a meeting of the members by a two-thirds vote of the members present, provided that a Notice of Motion of such amendment shall have been given at the prior meeting of the members. Notice of the meeting at which the motion will be heard shall be in writing and given to each member, either personally or by prepaid regular mail addressed to his last known address as shown on the membership ledger maintained by the Secretary and mailed at least 9 days prior to the meeting, and shall include the Notice of Motion containing the proposed amendment. Article No. 11 - “Allen Sayer Memorial Award” A. The award is to be presented annually on behalf of the Association, by the Blood Donor Chairman of Brant Masonic District to the winning Lodge, at that Lodge’s regular meeting in May of the calendar year in which the award is recognized. B. The necessary documentation to determine the award recipient, in accord with the written criteria for the award, will be compiled by the District Blood Donor Chairman to indicate each Lodge’s record for the period, from April 1st. of the preceding calendar year to March 31st. of the current year. C. He will report the results and the award recipient to the Executive Committee at the April meeting of the Executive prior to the award being made.” Association established 1915. Bylaws revised 1973. Bylaws revised 1979. Bylaws revised 1980. Bylaws revised 1999. Bylaws revised 2003.