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SHRINERS INTERNATIONAL Articles of Incorporation, Bylaws, Annotations and Official Forms An Iowa Corporation July 9, 2015 ARTICLES OF INCORPORATION (IOWA) ARTICLES OF INCORPORATION OF SHRINERS INTERNATIONAL (As Amended and Restated) July 5, 2010 (Formerly known as The Imperial Council of the Ancient Arabic Order of the Nobles of the Mystic Shrine for North America) ARTICLE 1 Name §1.1 Name. The name of this corporation is Shriners International. ARTICLE 2 Registered Agent, Registered Office and Principal Office §2.1 Registered agent. The name of the registered agent is the duly elected recorder of Za-Ga-Zig Shriners, Jerry A. Sellers, and his successors in such office. §2.2 Registered office. The street address of the registered office, which is also the address of the registered agent, is 1100 Shriners Parkway, in the city of Altoona, county of Polk, state of Iowa. §2.3 Principal office. The principal office and place of busi- ness of this corporation is in the city of Tampa, county of Hillsborough, state of Florida. This corporation is also authorized to maintain offices and places of business in any other location as it may determine, from time to time, to be appropriate and proper. ARTICLE 3 Type §3.1 Non-Stock and Nonprofit. This corporation shall not have any authorized capital stock, and the incorporators, or their succes- sors elected to membership in accordance with terms and conditions of the bylaws of this corporation, shall be designated as members (repre- sentatives). This is a non-stock, non-profit corporation and no member (representative) shall receive any profits from its operations. 1 ARTICLES OF INCORPORATION (IOWA) ARTICLE 4 Duration §4.1 Perpetual. This nonprofit corporation, organized and existing under the laws of the state of Iowa, assuming all the powers and obligations granted to bodies corporate under such laws, is to exist per- petually, unless sooner dissolved in the manner provided by law or as prescribed by the bylaws of this corporation. ARTICLE 5 Purposes §5.1 Purposes. The objects and purposes of this corpora- tion, and business to be transacted by it are: (a) To establish subordinate fraternal lodges or temples in such states as it may, from time to time, determine to be appropriate and proper. (b) To be the irrevocable common agent, representative and supreme authority in all matters appertaining to the government of the system of the subordinate fraternal lodges or temples known in the aggregate as Shriners International, located in states around the world and, as such, shall have supreme and complete original jurisdiction and essential powers necessary to such control and government to: (1) Enact and enforce bylaws and regulations for the government of itself and subordinate lodges or temples and members of the Order known in the aggregate as Shriners International, and to alter, amend and repeal the same at its pleasure. (2) Issue edicts relating to the government and control of the several subordinate lodges or temples and the members thereof, and to alter, amend and repeal the same. (3) Constitute new subordinate lodges or temples by granting dispensations and charters under seal and, for good cause, to suspend, annul and revoke the same. (4) Create, establish and preserve a uniform mode of work and lectures, and to publish and issue the rituals containing such authorized work and lectures. 2 ARTICLES OF INCORPORATION (IOWA) (5) Assess and collect from the several lodges or temples under its jurisdiction such sums of money as may be deemed necessary to be appropriated for the benefit of the corporation and its members and benevolences. (6) Hear and determine all questions of disputes between subordinate lodges or temples and between members thereof. (7) Hear and decide all appeals from the decisions of subordinate lodges or temples. (8) Demand and receive such fees and charges for granting dispensations, charters, certificates and diplomas as may be by it determined to be proper and reasonable. (9) Require and collect from all lodges or temples and all members of lodges or temples such sums of money for Shriners Hospitals for Children and other charitable purposes as may from time to time be provided for and required by its bylaws. (10) Hear and decide all charges and complaints against any officer of Shriners International, or of any subordinate lodge or temple, and to inflict such punishment as may seem just and proper. (11) Prescribe and define the duties and powers of the several officers of Shriners International and members (representa- tives) and the powers and duties of the several officers of subordinate lodges or temples. (12) Exercise such power and control, and perform such acts, as may seem proper and necessary to carry out the full purpose and intent of this corporation. (c) To maintain, control, conduct and superintend any and all charities, benevolences and hospitals now established, maintained and controlled by Shriners International or which may be by it hereafter established. (d) To purchase, or otherwise acquire, to have, hold, lease, mortgage, or otherwise create liens on, to sell, convey, exchange, transfer, assign or let on lease, or in any other manner whatsoever to acquire and dispose of, real and personal property necessary or conve- nient in carrying out any of the purposes of this corporation, without restriction as to place, state or country. 3 ARTICLES OF INCORPORATION (IOWA) (e) To create and maintain a charitable and educational fund, a representative fund, a library fund, a Shriners International fund, a fund for the purchase, erection, operation and maintenance of Shriners Hospitals for Children, and other benevolences, and any other fund or trust necessary or convenient in carrying out any of the purposes, benev- olences or charities now established, or which may be hereafter autho- rized by Shriners International. (f) To accept and receive gifts, devises, bequests, dona- tions, annuities and endowments of real and personal property, and to use, hold and enjoy the same, both as to principal and income, and invest and reinvest the same, or any part thereof, for the furtherance of any of the objects, interests or purposes of the corporation as hereinbefore stated, or such as may hereafter be authorized. (g) To have the exclusive right to and use of the name Shriners International, together with the emblems, costumes, regalia, characteristic insignia and jewels of the Order, heretofore or hereafter adopted by Shriners International. (h) To use and exercise all of the powers, rights and privileges incidental to fraternal and benevolent corporations organized for purposes other than pecuniary profit, and which are usually exercised by the supreme or governing bodies of fraternal or benevolent organiza- tions operating as the representatives of a system of fraternal lodges or temples. (i) The powers specified and clauses contained in the foregoing paragraphs shall in no wise limit or restrict, by reference to or inference from, the terms of any other clause of any other paragraph in these articles, but the powers specified in each of the several clauses of the paragraphs shall be regarded as independent powers and purposes. ARTICLE 6 Members §6.1 Members. The members (representatives) of this cor- poration are its present members (representatives) and such additional members (representatives) as may be elected in accordance with the bylaws of this corporation; and their duties and responsibilities shall be designated in such bylaws. 4 ARTICLES OF INCORPORATION (IOWA) ARTICLE 7 Directors §7.1. Directors. The directors of this corporation are its present directors until such time as their successors in such office shall have been duly elected in the manner and at such times as may be pro- vided in its bylaws; and their duties and responsibilities shall be desig- nated in such bylaws. ARTICLE 8 Officers §8.1 Officers. The officers of this corporation are its present officers and such successors as may be elected in accordance with the bylaws of this corporation; and their duties and responsibilities shall be designated in such bylaws. ARTICLE 9 Bylaws §9.1 Bylaws. The members (representatives) of this corpora- tion have provided bylaws for the proper management of the affairs of this corporation. §9.2 Amendments. The bylaws may be amended, altered or revised as provided in the bylaws. §9.3 Sessions. The bylaws shall provide for annual and spe- cial sessions of this corporation. ARTICLE 10 Amendments §10.1 Procedure. This corporation reserves the right to amend, alter, change or repeal provisions contained in these articles of incorporation in the manner now or hereafter prescribed by the laws of the state of Iowa. 5 BYLAWS (IOWA) BYLAWS OF SHRINERS INTERNATIONAL Page PART I GENERAL PROVISIONS ....................... 7 PART II PROVISIONS RELATING TO SHRINERS INTERNATIONAL ................ 12 PART III CODE FOR THE GOVERNMENT OF TEMPLES ................................. 44 PART IV TERRITORIAL JURISDICTION OF TEMPLES ................................. 100 ANNOTATIONS TO BYLAWS ............................. 153 TABLE OF CONTENTS OF FORMS OF SHRINERS INTERNATIONAL ........................... 171 6 BYLAWS (IOWA) PART I General Provisions TABLE OF CONTENTS ARTICLE 1 Page § 101.1 Application ...................................... 8 § 101.2 Arrangement ..................................... 8 § 101.3 Definitions ...................................... 8 § 101.4 Rules of Order ................................... 9 § 101.5 Amendments. 9 § 101.6 Revision .......................................
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