Articles of Incorporation



The Most Worshipful United Grand Lodge of Ancient, Free, and Accepted Masons of Democratic Republics



THE UNDERSIGNED, pursuant to chapter 10 of title 13.1 of the Code of Virginia state(s) as follows:



ARTICLE I



The name of the Corporation is



The Most Worshipful United Grand Lodge of Ancient, Free, and Accepted Masons of Democratic Republics



ARTICLE II



The Corporation shall exist for the purpose of:



1.a. Providing to those whoever from a love of knowledge, interest or curiosity, desires to be a teacher and/or student (the Community), and to this end are to know that their foundation for this great obtainment, the great cornerstone of the universe, is to believe firmly in the Eternal God:



1.b. To pay that worship which is due to God as the great Architect and Governor of the Universe and the Master of all the knowledge and secrets therein contained:



1.c. Providing an institution or institutions of learning (herein after to be known as Lodges in which those who are mature in the aforesaid knowledge can assist and guide, in a spirit of free inquiry and scholarly excellence for those, who can learn and better their world and thereby polish and adorn the mind giving glory to their Creator. The Community of the Corporation is obligated by their tenure to observe the moral law as a true Noachida, and if they rightly understand the principles under which this Corporation was founded can not tread in the irreligious paths of the unhappy libertine, or atheist; nor, in any case act against the great inward light of his own conscience.



1.d. To shun the gross errors of bigotry and superstition; making a due use of reason, according to that liberty to adhere to the essentials of religion, which all individuals agree, leaving to each other to their own private judgement as to particular modes and forms. Whence it follows that all Community members are to be individuals of honor and honesty, by whatever religious names or persuasions distinguished; always following the precept of doing unto others as you would have them do unto you - practicing brotherly love, relief and truth.



1.e. To instill in its Community their obligations as citizens will not be relaxed but enforced as they are to be lovers of quiet, peaceable and obedient to the civil powers, which yields them protection and are set over them where they reside, work or study so far as they infringe not the limited bounds of reason and religion. The Community can not be concerned in plots against the State, or be disrespectful to its magistracy.



2. Guided by this overriding purpose and philosophy, the Corporation shall:



2.a.1 Be devoted to but not limited to the study of the liberal arts and sciences, to-wit: Grammar, rhetoric, logic, arithmetic, geometry, music, astronomy; The philosophies of architecture, education, government, drama, business, finance, law, communications, the natural sciences and other fields that might be appropriate in spiritual, professional, and intellectual inquiry and provide for the improvement of social intercourse:



2.a.2. Provide and maintain international consortiums of Lodges, schools, colleges, and universities as provided herein and when necessary and appropriate for the obtainment of the herein stated purposes as determined by the appropriate offices of the corporation - individually, jointly and severally with other Lodges, corporations, colleges, universities and schools.



2.a.3. Form, establish and join groups or associations, lawfully formed, for the purpose of establishing and maintaining standards and accreditation for the purposes herein stated and that from time to time may added to the Corporation's By-Laws.



2.b. Upon satisfactory completion of prescribed courses of study from the aforesaid areas of discipline in the Corporation's Lodges, schools, colleges, and universities or the transfer of credit - from any other Lodge school, college or university (where the member/student satisfactorily completed prescribed courses in areas of discipline not inconsistent with the policies and philosophies of the Corporation) and that from time to time are approved by the appropriate Offices of this Corporation) grant and/or award to those persons proving themselves qualified such undergraduate or graduate degrees, certificates, or diplomas as are judged by the proper Offices and/or officials of the Corporation appropriate to the level of achievement and/or level of instruction offered:



2.c. Award honorary degrees to persons distinguished for learning, ability, and character in their respective vocations.



3. Have all other powers granted to corporations similarly situated and not specifically required to be stated herein under the laws of the Commonwealth of Virginia except as herein stated.



ARTICLE III



The Directors of the Corporation shall be elected or appointed as follows:



1. The initial Board of Directors shall be three in number and they by appropriate by-laws shall provide for such other members as the Directors from time to time deem appropriate. The names and addresses of the initial Directors are as follows:



David Martin Lindsey, Grand Master 5368 Providence Road, Virginia Beach, VA

Grant Baird, Deputy Grand Master 4920 Cleveland Street/107 Virginia Beach, VA

James Totin, Grand Secretary 4920 Cleveland Street/102 Virginia Beach, VA



1.a. The Corporation's initial registered office address is 5368 Providence Road, Virginia Beach, Virginia, 23464-4001.



1.b. The Corporation's registered office is located in the City of Virginia Beach, Virginia.



1.c. The name of the corporation's initial registered agent who is an individual and whose business office is identical to the above registered office is David Martin Lindsey, Grand Master, who is a resident of Virginia and a initial director of the Corporation.



1.d. The entire voting power except as provided in these articles shall be vested in the Board of Directors. The Directors may, by its by-laws and/or a resolution passed by a majority of the whole Board of Directors, designate not less than two and no more than five of their number to constitute an Executive Committee who shall have and exercise the power of the Board of Directors in the management of the business and affairs of the Corporation during the interim between Board meetings to the extent permitted by law. Qualification, election, and term of office of the Directors of the Corporation shall be, but not limited to, as herein stated, provided for in the By-Laws of the Corporation, and the Laws of this Commonwealth.



2. The initial Board of Directors shall serve for one year. As soon as the Board is reconstituted, the term of office of the Directors shall be as follows:



One fourth shall be elected for one year:



One fourth shall be elected for two years:



One fourth shall be elected for three years:



One fourth shall be elected for four years.



Thereafter, all Directors shall be elected for a four year term.



3. The election of individual Directors, and the selection of the Chairman of the Board of Directors, shall be made by a majority vote of the Directors of the Board.



4. No Director may be appointed to or remain in office who is not a member nor does not subscribe to the philosophy of the institution and its statement of purpose. For the common purpose of the Corporation and to better identify the Corporation's philosophies, the Directors, Officers, Students, Teachers, and Staff shall be collectively referred to herein and from time to time as the Community.



5. Any member of the Board of Directors may be removed for cause at a meeting called for that purpose and by unanimous vote of the members present - excluding the member in question and with concurrence according to the other provision of these Articles, the Corporation's By-Laws and the provisions of law and Article IV.



ARTICLE IV



1.a. The government of the Corporation, its meetings, functions and meetings and functions held in the name of or for the benefit, interest, welfare and advancement of the Corporation shall be with the approval of the Directors or their appointees and in accordance with the laws of the Corporation.



1.b. The laws of the government of this Corporation shall be:



A. Governed and construed under the laws of the Commonwealth of Virginia.

B. Governed and construed under the Laws of the Government of the United States:

C. Governed and construed under the Laws of the local jurisdiction in which the functions of this Corporation are being carried out:

D. The Ancient Landmarks of Masonry:

E. This Corporation's Articles of Incorporation or any amendments thereto:

F. The By-Laws of the Corporation or any amendments thereto:

G. The By-Laws of any Association of which this Corporation is a member.



1.c. If any provisions of the Articles of Incorporation or By-Laws of this Corporation shall be or become in conflict with laws, ordinances or regulations of any jurisdiction, said provisions shall be automatically deleted and the remaining terms and conditions of the Articles of Incorporation and By-Laws shall remain in full force and effect.



1.d. In any case where the Ancient Landmarks of Masonry are not in agreement with any of the above, the Landmarks, if permitted by Law, shall be controlling.



1.e. In the Articles of Incorporation and the By-Laws of this Corporation and any amendments thereto the singular number or masculine gender used shall be construed whenever required, to mean the plural number or feminine gender, and all the necessary grammatical changes shall be deemed made.



ARTICLE V



These Articles may be amended only by a majority vote of the Board of Directors taken at a meeting called for that purpose.



ARTICLE VI



This Corporation is organized and shall be operated not for profit. It shall have no capital stock and in the carrying out its proposes no part of the net income or principal except for the payment of reasonable salaries and expenses shall inure to the benefit of any private individual.



ARTICLE VII



The duration of this Corporation is perpetual.



ARTICLE VIII



The Corporation is to have one class of members as provide in the ancient landmarks of Masonry and in the original Ahiman Rezon, the law of prepared brothers.





ARTICLE IX

In fulfilling its stated purposes, the Corporation shall not engage, except to an insubstantial extent of its activities, in any course of action which is not deemed educational, religious, or charitable under the applicable sections of the Internal Revenue Code dealing with tax exempt foundations and educational institutions, provided also that all real property acquired by the Corporation through purchase or otherwise shall be used, kept, maintained and disposed of with the advise and consent of the Board of Directors and/or its appointees.



ARTICLE X



1.a. In the event of the dissolution of the Corporation, all assets remaining after the payment of all lawful debts will be distributed to Gallaudet University, a public foundation, chartered by the Congress of these United States and exempt under Section 501(c)(3) of the Internal Revenue Code.



1.b. If the aforesaid named recipient is not then in existence or no longer a qualified distributee, or unwilling or unable to accept distribution, then the assets of this Corporation shall be distributed to a fund, foundation or corporation organized and operated exclusively for the purposes specified in Section 501(c)(3) of the Internal Revenue Code.



ARTICLE XI



Given under our hands this twelfth day of November, 1997






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