ByLaws of the German Masonic Charitable Foundation, Inc.

ARTICLE I

Trustees

Section 1. The Business and Property of the German Masonic Charitable Foundation, Inc., hereinafter referred to as the “Foundation” shall be managed by a Board of nine Trustees who shall be elected, designated, or chosen, in such manner, and for such terms, as prescribed by its Restated Certificate of Incorporation, and shall serve until their elected term expires.

Vacancies on the Board of Trustees occurring for any reason other than cause shall be filled by appointment by the remaining Board and such replacement Trustee shall serve until the next annual election, unless a special meeting is called for. In the event a vacancy on the Board occurs as a result of “cause,” then the provisions Article V Section 1 of the Bylaws shall apply.

In order to promote objectivity and independence no Trustee of the Foundation may hold the position of Trustee in another corporation whose membership is comprised of the same Lodges as this Foundation. At the time that these amended bylaws are ratified, any such Trustee holding such dual positions shall become ineligible to run for the position of Trustee when his term expires in this Foundation. In addition, any Trustee who accepts an elected or appointed officer’s position for the Grand Lodge of the State of New York or any position of Trustee of a corporation or entity under the direct auspices of the Grand Lodge of the State of New York shall immediately forfeit and vacate his position as Trustee of the Foundation. Individuals holding such positions are ineligible to run for the position of Trustee in the Foundation as long as they hold such Grand Lodge position. The titles of “Grand Representative”, “Assistant Grand Lecturer”, committee chairs, committee members or honorary titles shall be exempt from this exclusion.

The Trustees shall receive no compensation for their services but shall be reimbursed from time to time for their traveling and other legitimate expenses upon the rendering of an account.

Meetings

Section 2. Stated Meetings of the Board of Trustees shall be held at least quarterly at such time and place as the President may designate.

Special Meetings

Section 3. Special Meetings of the Board of Trustees may be called at any time by the President, or by any two members of the Board, and may be held at any time and place on notice, or without notice, by the presence of three quarters of the members of the Board, whose presence shall constitute a waiver of notice of meeting.

Notice

Section 4. Notices of both stated and Special Meetings of the Board of Trustees shall be mailed by the Secretary to each member of the Board not less than five (5) days before any such meeting, and notices of Special Meetings shall state the business to be transacted thereat. In the event a special meeting is required and this written notice requirement cannot be met, electronic notice will be deemed acceptable and sufficient.

Quorum

Section 5. A quorum at any meeting shall consist of a majority of the entire membership of the Board of Trustees. A majority of the entire Board shall decide any question that may come before the meeting.

Annual Meeting

Section 6.

A) The Annual Meeting shall take place on the third Sunday in March. At the Annual Meeting, the President shall present, for consideration and adoption, the Annual Report of the Trustees as well as the Annual Reports of the Independent Auditors of the Board. In addition, at the Annual Meeting three Trustees will be elected and the notice for the Annual Meeting, which must be sent no later than December 31st of the prior year, must include the names of those trustees whose terms have expired; whether they are seeking reelection; and directing that, if anyone is considering to run for a position as trustee, they must declare so in writing directly to the secretary of the Foundation in a manner providing proof of delivery, setting forth their intent to run for trustee and such notice must be received by the secretary no later than January 31st following such notice. Thereafter, a second notice will be sent to each lodge, to the attention of the Master, by certified mail, return receipt requested, with a copy mailed to the Lodge Secretary by regular mail advising the Masters as to who will be seeking positions as Trustees, and such notice will be sent to the Masters and Secretaries no later than February 15th.

B) In the event a vacancy shall occur on the Board of Trustees on or after December 31st, a special notice shall be sent to each Lodge advising of such vacancy and additional names may be submitted, time permitting, no later than the last day of January, and an additional notice will then be sent to each Lodge, advising them of those seeking such vacant position. In the event such vacancy occurs on or after the date such final notice has been sent to each Lodge, in which event there will be insufficient time to permit further notices to be sent as set forth above, then, and in that event if there are more people seeking the position of Trustee than positions available, in accordance with the notice provisions of this Section 6, then the election for the additional vacancy shall be made from the names already on file; or If there are no additional names on file for Trustee beyond the number of positions up for election, then, and in that event the Trustees shall make an interim appointment until the next election.

C) Should a candidate comply with the notice provisions contained herein, seeking the position of Trustee, he does not have to be physically present at the time and place of the election. The Secretary will read the names of all candidates for election at the meeting either present or absent and will provide a preprinted ballot.

D) The election(s) for vacant Trustee positions shall begin with the primary election ballot for three (3) full terms Trustee positions. If necessary, a secondary election ballot shall be held for any vacancy or vacancies for Trustee positions of less than full term. The primary election ballot shall consist of the names of all duly nominated candidates, as directed by the Secretary’s letter sent to each of the member Lodges, prior to the annual meeting. Each Lodges’ voting representative will indicate their Lodge’s choices for the available full-term Trustee positions on this ballot. Each voting delegate shall cast three votes, each vote being for an exclusive candidate or an abstention; i.e., no voting delegate may cast more than one vote for any candidate, but may cast more than one abstention vote. The candidates receiving the most votes for the available full-term positions shall be elected Trustees. Only ties, which affect the final full term Trustee position, shall be broken with a runoff between those candidates that are tied. Three such runoffs shall be held to break ties. If necessary, a secondary election shall be held to fill any Trustee vacancy or vacancies of less than a full term. Such election shall be executed in a manner as above. Any voting scenario not explicitly dealt with under the above system shall be resolved through a seconded motion of a Lodge delegate and carried by a majority vote of the Lodge delegates.

Principal Office

Section 7. The principal office of the Foundation shall be 149-39 11th Avenue, Whitestone, New York 11357.

Duty and Responsibility

Section 8. It shall be the further duty and responsibility of the Board of Trustees to:

A) Periodically review the Foundation’s mission, goals,and policies

B) Solicit, review and take action on grant requests and Lodge recommendations.

C) Review and approve the Foundation’s Annual Budget, as well as it’s spending policies and investment policies and create safeguards to

Insure against self-dealing

E) Ensure that, minimally, the Foundation is making sufficient grant and

Qualifying distributions to satisfy not only the Foundation’s mission, but all Federal, State and Local laws, rules, regulations, etc.

F) Capital expenditures shall not exceed $50,000 per year without member

Lodge approval, except for emergencies.

ARTICLE II

Officer’s Organization Meeting

Section 1.The Officers of the Board of Trustees shall be elected by ballot at a special Meeting of the Board called for such purpose, immediately after the close of each Annual Meeting.

Officers

Section 2. The Officers of the Board of Trustees shall be a President, a Vice President, a Secretary, an Assistant Secretary, a Treasurer, and an Assistant Treasurer. The President, Vice President, Secretary, and Treasurer shall be elected for a term of one year, and the Assistant Secretary and Assistant Treasurer shall be appointed by the President. All officers shall be Trustees and hold their respective offices until their successors shall have been chosen.

President Duties and Powers

Section 3. The President shall preside at all meetings of the Trustees, preserve order, and regulate debates according to parliamentary rules. He shall have general supervision, direction and control, subject to the authority of the Board, of all the affairs of the Foundation; shall sign all certificates, contracts, or other instruments of the Foundation, for and in its behalf when and as authorized by the Board; appoint the Standing and all other committees of the Board; prepare and distribute at the Annual Meeting his Annual report, which shall include Annual Reports from the Officers and Committee Chairmen and a report of Trustee attendance to the member Lodges of the Foundation; and perform such other duties as are incident to his office or may properly be required of him by the Board. He shall be, ex-officio, a member of all committees.

Vice President

Section 4. The Vice President shall, in case of the absence or disability of the President, exercise and perform all the powers and duties of the President, and shall also exercise such other powers, and perform such other duties, as may be assigned to him by the President or the Board.

Treasurer

Section 5. The Treasurer shall have the custody of all monies and securities which may be committed to the care of the Board of Trustees, and shall deposit the same in such depository or depositories as the Board may designate. He shall have the power, and it is hereby conferred upon him, to receipt all vouchers drawn in favor of the Foundation or of any of the funds committed to its charge, and to cause all checks or drafts drawn to its order or that of any of the said funds to be endorsed for deposit. He shall keep regular books of account, showing all receipts and disbursements in connection with the various funds, balance the same each month, and submit a monthly and annual report of all financial transactions and the condition of the various funds to the Board. Furthermore, a quarterly financial summary shall be submitted to member Lodges. All checks shall be signed by the Treasurer and countersigned by the President or Vice President or such other Trustee as may be designated by the Board to sign in case of the absence or disability of the President or the Vice President or Treasurer. The Treasurer shall have the power, and it is hereby conferred upon him, to cause all salaries and wages of employees and the personal expenses of the members of the Board of Trustees, as set forth in Section 1 of the Bylaws, to be paid promptly, but all other accounts against the Foundation shall be reviewed and approved by the appropriate Chairman in charge of such accounts before payment. The Treasurer shall perform such other duties as are incident to this office or may properly be required of him by the President or the Board.

Assistant Treasurer

Section 6. The Assistant Treasurer shall, in case of the absence or the disability of the Treasurer, exercise and perform all the powers and duties of the latter, and shall also exercise such other powers, and perform such other duties as may be assigned to him by the President or the Board.

Secretary

Section 7.The Secretary shall issue notices for all meetings, keep accurate minutes thereof, have the responsibility for the custody of the seal of the Foundation, sign with the President such instruments as require attestation, conduct the correspondence of the Board and perform such other duties as are incident to his office or may properly be required of him by the President or the Board. He shall submit a copy of such minutes to member Lodges within 45 days of the meeting.

Assistant Secretary

Section 8. The Assistant Secretary shall, in case of the absence or the disability of the Secretary, exercise and perform all the powers and duties of the latter, and shall also exercise such other powers, and perform such other duties as may be assigned to him by the President or the Board.

ARTICLE III

The Seal

Section 1.The Corporate seal shall be circular in form and shall bear on its outer edge the words “German Masonic Charitable Foundation, Inc.”

ARTICLE IV

COMMITTEES

Section 1.At the Annual Meeting of the Trustees or as soon thereafter as practicable, the President shall appoint such committees as he deems necessary for the effective operation of the Foundation and prudent management of all assets coming into the possession of the Trustees.

(A) The President shall immediately, after making his committee appointments, describe their responsibilities, powers, and duties.

(B) The Committees shall be comprised of one or more Trustees and members of Lodges if the Board so determines.

Building Committee

Section 2.There shall be a Building Committee, which shall:

(A) Review and report to the Board of Trustees the condition of the physical plant of all properties belonging to the Foundation and report to the Board of Trustees as to whether such physical plants remain in general good repair.

(B) Maintain a continuing review, at least annually, of the physical plants of all properties belonging to the Foundation to ensure that they adequately provide for the safety, protection and comfort of the guests and employees, and occupants, reporting the results of such review to the Board of Trustees.

Budget Committee

Section 3.There shall be a Budget Committee, which shall prepare an annual operating budget and submit same to the Board of Trustees for approval.

Publishing Committee

Section 4.There shall be a Publishing Committee, which shall:

(A) Publish regularly a District Paper containing news of interest and reports of events and activities concerning the Lodges of the District.

(B) Have its books and records, at all times, subject to examination and inspection by both the President and Treasurer of Foundation.

Finance Committee

Section 5.There shall be a Finance Committee, which shall:

(A) Supervise the maintenance of the books and accounts, and accounts receivable and payable of the Foundation.

(B) Maintain surveillance of endowment funds and securities, which are the property of the Foundation.

Supervise policies for the investment of funds and assets of the Foundation.

Donation Committee

Section 6.There shall be a Donation Committee, which shall: Solicit from the District membership, review and report to the Board of Trustees a list of Charities worthy of consideration. The report shall list name, objective and percent of donation used for administration. Any requests submitted directly to the Board will be forwarded to the Committee.

ARTICLE V

Lodge Demand

Section 1.

(A) To maintain the integrity of the Lodges and their rights and interest in the Foundation, any Lodge may request, in writing, that the Board of Trustees call a Special Meeting for a purpose set forth in the Lodge’s request, including, among such purposes, but not limited to, removal of a Trustee or Trustees for cause.

(B) If the Board of Trustees refuses to call a Special Meeting, as requested, the Board may be petitioned by one-third of the member Lodges to call such a meeting and, upon the presentation of such a petition, the President of the Trustees must call a Special Meeting of the Trustees of the Foundation on written notice, certified mail, return requested, to the Master of each Lodge with a copy to the Lodge Secretary by regular mail. The notice must: be sent at least ten (10) business days before the said meeting date; set forth the specific purpose of the meeting; set forth which Lodges petitioned for the meeting; and request, on the Lodge’s letterhead, the name of the Lodge’s delegate to such meeting who, on behalf of the Lodge, will have power to vote on the proposed subject matter. Notwithstanding, anything else contained herein, should the President of the Trustees still refuse to call a Special Meeting of the Foundation or fail to schedule such a meeting within ten (10) days of the receipt of such notice, then, and in that event, upon special notice issued and signed by the Master of each of the member Lodges who had petitioned the Board to call a Special Meeting, specifically, one-third of the member Lodges as required herein, such a meeting will be scheduled in accordance with the notice provisions contained herein, which shall provide for the meeting date on at least ten (10) days notice, the purpose of the meeting; the names of the Lodges petitioning for such meeting; the place and time of such meeting, and a requirement that each Lodge have a delegate present at such meeting with authorization to act on behalf of their respective Lodge, and such authorization will be on the Lodge’s letterhead and under the Lodge’s seal.

(C) If at such a Special Meeting a Trustee or Trustees are removed from office, the Lodges will immediately, following the removal, vote to elect a successor Trustee or Trustees to fill the unexpired term of those Trustees removed,

ARTICLE VI

Indemnification of Officers and Directors

Section 1. The Foundation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, or employee of the Foundation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with ay threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her being or having been an officer, director, or employee of the Foundation, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of his or her duties. Provided however, that any compromise or settlement payment shall be approved by the majority vote of a quorum of directors who are not at that time parties to the proceeding. The right for indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.

Section 2. The Foundation shall purchase and maintain insurance of behalf of any person who is or was an officer, director or employee of the Foundation, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Foundation would have the power or the obligation to indemnify him or her against such liability under provisions of Article VI.

ARTICLE VII

Corporate Security and Protection

Section 1. To protect the security of the Foundation and to insure it is protected against issues involving Employee and Trustee Dishonesty, Forgery, Alterations or any form of intentional actions undermining the security of the Foundation, the Foundation shall acquire either Fidelity Bonds or insurance coverage to protect itself against all of such acts. It is understood that the foregoing described acts are by way of example and not imitation.

ARTICLE VIII

Amendments

Section 1. These Bylaws may be amended, repealed or altered, in whole or in part, by a vote of at least five (5) Trustees in favor of such amendment, repeal or alteration at any stated meeting thereof, or at any special meeting of the Board. Any such amendment, repeal, or alteration, in whole or in part, of these Bylaws shall be subject to the approval a two-third majority of the member Lodges.

ARTICLE IX

DONATIONS

Section 1. The Board shall select Charities from the list of Charities submitted as per Article IV, Section 6 for all donations in excess of $2,000.00. Note: Consideration must be given to the restricted funds donation requirements as per the Charter.

(A) Total amount of donations in any calendar year may not exceed income less expenses.

(B) Donation of more than $2,000.00 to any one Charity per year will be presented to the member Lodges for their approval.

(C) Donations of $2000.00 or less to any one Charity per year may be made by the Board of Trustees to any worthy Charity at any Board meeting by a majority vote.