BY-LAWS OF

MT. WASHINGTON MASONIC BUILDING ASSOCIATION

A Not-For-Profit Corporation

Independence, Missouri

ARTICLE I – PURPOSE

The purpose of this corporation is exclusively to hold title to real property and to manage expenses related thereto for the benefit of exempt Masonic organizations under Section 501(a) of the Internal Revenue Code.

ARTICLE II – PRINCIPAL OFFICE

The principal office of the corporation shall be located at 9515 E. Independence Ave., Independence, Jackson County, Missouri.

ARTICLE III – DIRECTORS

1. The affairs of the corporation shall be managed by a Board of Directors consisting of seven (7) directors.

2. Directors shall be members in good standing of Mt. Washington Lodge No. 614 A.F. & A.M.

3. Directors shall serve without compensation.

4. Directors may be appointed or approved by the Lodge or its trustees.

5. No Director shall receive any salary or compensation for services as a director.

ARTICLE IV – OFFICERS

1. The officers of the corporation shall consist of a President, Vice President, Secretary, Treasurer, and such other officers as the Board of Directors may determine.

2. No officer shall receive any salary or compensation for services as an officer or director.

ARTICLE V – FINANCES

1. All income shall be used solely for property-related expenses, including maintenance, insurance, utilities, taxes, and debt service.

2. Any income in excess of reasonable operating expenses shall be paid to one or more organizations exempt under Section 501(a) of the Internal Revenue Code.

3. No loans or distributions shall be made to any individual.

ARTICLE VI – MEMBERS

The corporation shall have no members.

ARTICLE VII – DISSOLUTION

Upon dissolution of the corporation, all assets shall be distributed to one or more organizations exempt under Section 501(a) of the Internal Revenue Code, including but not limited to Mt. Washington Lodge No. 614 A.F. & A.M. or the Grand Lodge of Missouri A.F. & A.M., or to a state or local government for a public purpose.

ARTICLE VIII – MEETINGS

1. An annual meeting of the Board of Directors shall be held on the second Friday of November of each year at the Temple building located at 9515 E. Independence Ave., Independence, Missouri, at 6:30 p.m.

2. Special meetings of the Board of Directors may be called when deemed necessary by a majority of the Board.

3. Regular meetings of the Board shall be held immediately following the annual meeting and every three (3) months thereafter (November, February, May, and August).

ARTICLE IX – DUTIES OF OFFICERS

1. President: The President shall preside at all meetings of the Board of Directors; countersign all checks and deeds; execute contracts for building repairs of five hundred dollars ($500.00) or less; and perform all duties ordinarily incident to the office. The President, the Worshipful Master, and the Senior Warden are authorized to sign deeds to real property owned by the corporation, provided that any purchase or sale of real property is approved by a two-thirds (2/3) vote of the Board of Directors at a regular or special meeting.

2. Vice President: The Vice President shall perform the duties of the President in the President’s absence and shall assist in ensuring compliance with these by-laws and with applicable state and federal laws by the directors and officers of the corporation.

3. Secretary: The Secretary shall keep accurate records of all proceedings of the Board of Directors; maintain corporate books, records, and the corporate seal; record receipts and disbursements; countersign deeds and instruments under seal with the President; and perform duties ordinarily incident to the office.

4. Treasurer: The Treasurer shall keep and properly account for all corporate funds; countersign all checks; report the financial condition of the corporation to the Board at the annual meeting and as requested; give bond if required by the Board; and perform duties ordinarily incident to the office.

Premiums for any required surety bond shall be paid by the corporation.

ARTICLE X – SEAL

The corporate seal shall consist of two concentric circles between which appear the words “Mt. Washington Masonic Building Association”, with the words “Corporate Seal” in the center.

ARTICLE XI – AMENDMENTS

These by-laws may be amended, repealed, or altered in whole or in part by a two-thirds (2/3) vote of the Board of Directors at any regular or special meeting, provided that notice of the proposed amendment is given at least two (2) weeks in advance.

ARTICLE XII – COMMITTEES

The Board of Directors may establish such committees as it deems necessary for the limited purpose of maintaining the real property owned by the corporation, paying expenses related thereto, and ensuring compliance with applicable laws.

No committee shall be authorized to conduct fundraising activities, negotiate leases with unrelated parties, host public events, manage investments beyond ordinary operating accounts, or engage in any activity inconsistent with the corporation’s purpose as a title-holding entity under Section 501(c)(2) of the Internal Revenue Code.