Cabiri International Past Potentates Association

Bylaws

Article I - Name

The name of this organization is The Cabiri International Past Potentates Association ("Cabiri International").

Article II - Purposes

The purposes of Cabiri International shall be to promote communication with and good fellowship among the Past Potentates of all Shrine Temples in North America at Imperial Council Sessions, stimulate interest in all Shrine activities, establish headquarters at annual sessions of the Imperial Council of the Ancient Arabic Order of the Nobles of the Mystic Shrine (“Imperial Council”) where members of Cabiri International may hold meetings and enjoy the good fellowship of the Shrine, and support Shriners Hospitals for Children (“Hospitals”).

Article III - Membership

§3.1 Eligibility. When a man is elected Potentate of his Shrine Temple he is admitted to probationary membership in Cabiri International, without charge, for his term of office as Potentate. When a man has completed his year of probation as a Potentate, as required by the ritual, has tried his level best, has admitted his shortcomings, if any, and admits he was the best Potentate during his year, he becomes a member in good standing of Cabiri International and enjoys the sacred rites of The Cabiri upon payment of the prescribed fees.

§3.2 Initiation Fee; Life Membership. The payment of the initiation fee established, from time to time by the Board, shall confer Life Membership in Cabiri International.

§3.3 Limitations. Life Membership in Cabiri International does not confer membership in any local Cabiri Chapter. Separate membership procedures and dues and/or assessments are applicable for membership in a local Cabiri Chapter.

§3.4 Annual Dues - Grandfather Provisions. Members of Cabiri International , as of July 4, 1984, may continue to pay annual dues in the sum of Fifteen Dollars ($15.00) to Cabiri International and are not required to convert to Life Membership.

Article IV - Annual Meeting of Members

§4.1 Annual Meeting. The annual meeting of the Cabiri International shall be held during the annual session of the Imperial Council at a time determined by the International President.

§4.2 Notice. Members shall be notified by mail thirty (30) days in advance of such meeting.

§4.3 Credentials. To gain admission to an annual or other meeting of Cabiri International, members must exhibit required credentials.

Article V - Directors

§5.1 Ex-officio Directors. The following International officers shall be ex-officio members of the Board of Directors ("Board"): President, First Vice-President, Second Vice-President, Third VicePresident, Treasurer, Captain of the Guard and Immediate Past President.

§5.2 Pro Tempore. Past International Presidents who actually attend and participate in the annual meeting of the Board and other meetings of the Board held during, or in conjunction with, an Imperial Council Session, shall be pro tempore members of the Board with the right to vote. They shall not be members of the Board at other times, including any adjourned meeting which they do not attend.

§5.3 Powers. Except as limited by these bylaws, the business and affairs of Cabiri International shall be managed under the direction of the Board for the benefit of Cabiri International for the purposes set forth in Article II.

§5.4 Annual Meeting. The annual meeting of the Board shall be held during, or in conjunction with, the annual session of the Imperial Council prior to the annual meeting of members.

§5.5 Minutes. The Board shall cause (i) accurate minutes of its meetings, the Investment Committee, and its other committees to be kept and (ii) all minutes required to be kept to be made available for inspection by all directors (including pro tempore directors) at the annual meeting of the Board.

§5.6 Call and Notice: Board and Committees. Upon the call of the International President or any two directors (excluding pro tempore directors) the International Secretary shall give notice of meetings of the Board. Notice is given to a director when it is personally delivered to him, left at his residence or usual place of business or sent by facsimile or email transmission at least 24 hours before the time of the meeting or, in the alternative, (i) by mail at least 7 days prior to the meeting or (ii) by delivery to a national courier service specifying next day delivery at least 48 hours prior to the meeting to his address as it shall appear on the records of Cabiri International. Written notice of the annual meeting of the Board shall also be given by mail thirty (30) days in advance of the meeting to all Past International Presidents.

Committee meetings shall be called by the Chairman or any two members. Notice of the meeting may be sent by the International Secretary, an Assistant International Secretary, the Committee Chairman, or any member thereof.

§5.7 Quorum. Not less than 5 directors (including pro tempore directors) shall constitute a quorum at the annual meeting of the Board. At all other meetings, a majority shall constitute a quorum.

§5.8 Committees. The Board shall appoint an Audit Committee and a Nominating Committee and designate the duties thereof. The Board may appoint such other committees as it deems necessary or desirable for the conduct of the business and affairs of Cabiri International and may designate such duties thereto as it deems to be in the best interests of Cabiri International. Past International Presidents shall be eligible to serve on such committees.

§5.9 Action By Unanimous Written Consent; Telephonic Meetings; Special Rules for Investment Committee. Any action permitted to be taken at a meeting of the Board, a committee of the Board or the Investment Committee may be taken without a meeting (i) by unanimous written consent signed by each member of the Board or committee and filed with the minutes of the Board or committee or (ii) by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time and can participate in the discussions. If action is taken by unanimous written consent, counterpart signatures are permissible. In view of the need for timely action by the Investment Committee in the making of investment decisions, unsigned email appearing to have been originated by a member and/or facsimile transmissions bearing a purported facsimile signature of a member is expressly authorized.

§5.10 Waiver of Notice. When notice is required, each person entitled to notice waives notice of the time, place and purpose of a meeting if he (i) before or after the meeting signs a waiver of the notice which is filed with the records of the meeting; or (ii) is present at the meeting.

§5.11 Vacancies. A vacancy in the office of director may be filled by a 2/3 vote of the remaining directors until the next annual meeting of members.

Article VI- Officers & Duties

§6.1 Officers. The officers of Cabiri International shall be: President, First Vice-President, Second Vice-President, Third Vice-President, Secretary, Treasurer and Captain of the Guard, all of whom shall be elected annually by a majority of members attending and voting at the annual meeting of members of Cabiri International. "International" shall precede their respective titles.

§6.2 International President. He shall be the chief executive officer of Cabiri International. He shall have general management and direction of the business and affairs of Cabiri International. He shall preside over the meetings of the Board and members.

§6.3 International Vice-Presidents. The International First Vice-President shall act in the absence or disability of the International President, the International Second Vice-President shall act in the absence of the International First Vice-President, and the International Third Vice-President shall act in the absence of the International Second Vice-President. They shall perform such duties as the Board may determine.

§6.4 International Secretary; absences of Secretary; assignment of duties to Assistant Secretaries. The International Secretary, when present, shall keep the minutes of all meetings of directors, committees of the Board, Investment Committee and members, or if he is not present, any Assistant Secretary shall act as secretary of such meetings. In the absence of the Secretary and any Assistant Secretary, the presiding officer may appoint a person to act as Secretary of the meeting. He shall maintain complete and accurate records of the membership of Cabiri International. He shall be the custodian of all of the records of Cabiri International and shall facilitate correspondence from the officers to members. He shall cause to be prepared for filing all required Federal and State Income and other tax returns. He shall, under the direction of the President, Treasurer, and Board] manage general operating funds placed under his care by the Board, and report all transactions pertaining thereto to the International President, International Treasurer, the Board and the Audit Committee. He shall send copies of all minutes required to be kept to officers who are not members of the Board. He shall have all minutes required to be kept available for inspection at the annual meeting of the Board.

§6.5 International Treasurer. Unless otherwise directed by the Board, the International Treasurer shall be in charge of the general operating funds of Cabiri International. He shall keep records of the same and shall submit an annual written report to the Board at its annual meeting and at such other times as the Board may direct.

§6.6 International Captain of the Guard. The International Captain of the Guard shall be charged with tiling all meetings of Cabiri International.

§6.7 Election. The officers enumerated in §§ 6.2 through 6.6, inclusive, shall be elected at the annual meeting of members.

§6.8 International Assistant Secretaries and International Assistant Treasurers. The Board may elect one or more Assistant Secretaries and one or more Assistant Treasurers to serve at the pleasure of the Board. The President or the Board may assign any of the duties of the International Secretary to an Assistant Secretary or any of the duties of the International Treasurer to an Assistant Treasurer. Each such Assistant Secretary or Assistant Treasurer shall have such other authority and perform such other duties as the Board may prescribe. If elected, each such Assistant Secretary or Assistant Treasurer shall hold office until the next annual meeting of the Board, unless sooner terminated by the Board.

Article VII - Finances

§7.1 Funds, Two Signatures Required; Electronic Transmissions. All funds received by Cabiri International shall be deposited by the International Secretary or International Treasurer, as the case may be, with such financial institutions as the Board may from time to time designate. Except as provided in §§ 7.2-7.5, inclusive, pertaining to the management of investment funds and assets, all monies and funds shall be disbursed only upon the signatures of any two of the following International officers, acting conjointly: President, First Vice-President, Secretary or Treasurer or upon the signature of any one of the forgoing officers conjointly with any other person designated by the Board. The Board may authorize, upon such terms and conditions as it deems appropriate, the use and acceptance of telefax or other electronic transmissions or facsimiles of documents and signatures in situations other than those authorized by these bylaws.

§7.2 Investment Committee - Composition. In addition to the President and Treasurer who shall serve ex-officio, the Investment Committee shall consist of three (3) qualified members, all of whom shall be elected by the Board and be knowledgeable and experienced in investments.

§7.3 Investment Committee - Powers and Duties. The duties of the Investment Committee are to:

(i) Buy, sell, assign, transfer and invest and reinvest available funds; make investment decisions with respect to and manage generally investment securities and assets and determine investment policies with respect thereto;

(ii) Consider and approve depositories and investment counselors for investment funds;

(iii) Report annually to the Board and members, and more frequently to the President upon request, the appreciation, depreciation and income realized on investment assets and the total value thereof.

§7.4 Investment Committee - Minutes. The Investment Committee shall cause accurate minutes of its proceedings to be kept. One original shall be forwarded to the International Secretary for inclusion in the minute book.

§7.5 Investment Committee - Action. Action by the Investment Committee shall be by majority vote; provided however, that any investment advisors, brokers, or other persons or firms holding investment assets of Cabiri International may act upon the instructions of the Chairman of the Investment Committee or Treasurer, acting singly, without further inquiry as to compliance with the internal requirements and/or procedures of Cabiri International.

§7.6 Fiscal Year. The fiscal and tax accounting year shall be from June 1 to May 31.

§7.7 Compensation. International officers and members of the Board shall serve without compensation (other than the International Secretary), unless otherwise authorized by a resolution of the members.

§7.8 Reimbursement of Expenses for Officers and Board. It is anticipated that all actions will be taken by the International Officer(s), Board, Investment Committee and other Committees either by telephone or by unanimous written consent as authorized by these bylaws and not by physical travel. Accordingly, any and all travel and lodging expenses must be approved by the members at the annual meeting of members before any travel or lodging expense may be reimbursed to any international officer, past officer, director or committee member, excluding therefrom a reasonable allowance authorized by a 2/3 vote of the Board for attendance at the annual meeting of members by the International President and International Secretary. Notwithstanding the forgoing: (i) a person who is a Representative to the Imperial Council who is paid mileage and per diem, shall not be entitled to reimbursement for attendance at any Cabiri International function held during, or reasonably proximate to, an Imperial Council Session and (ii) one who receives reimbursement in any amount for travel and/or per diem for attendance at Imperial Council sessions from the Hospitals, his Temple, his Shrine Association, or from any other source (other than personal), shall credit the amount received against authorized travel expenses. First class air travel is not authorized under any circumstances. Reimbursement for travel and lodging shall not exceed that authorized by the Imperial Council for reimbursement to Representatives. International officers and directors are expected to live not only within the letter, but also within the spirit, of this section. Subject to the foregoing, international officers and directors are entitled to reimbursement for expenses actually incurred in behalf of Cabiri International in the performance of their respective duties, in accordance with the policies and procedures established by the Board. This section does not preclude payment of reasonable expenses for the maintenance of a hospitality suite for members and their guests and the customary family dinner for International officers, past officers, directors, guests of the President and spouses at the Imperial Council Session, which are expressly authorized by the Board.

Article VIII - Electioneering Prohibited

Cabiri International and local Cabiri Chapters are forbidden to endorse candidates for Shrine Associations or Imperial Council offices, and the use of Cabiri stationery, funds, or mailing lists shall not be used by International or local Cabiri officers, directors or members for any political campaigns whatsoever.

Article IX - Cabiri Jewel

The Cabiri Jewel is entitled to be worn only by a member in good standing in Cabiri International and a local Cabiri Chapter, if a local Chapter exists in the Oasis of the Temple where a member is a Past Potentate. The Cabiri Jewel shall be procured by members only from the International Secretary upon (i) payment of the established charge therefore and (ii) proper identification of the Past Potentate — by name, Temple, and year of service as Potentate.

Article X - Constituent Local Chapters

§10.1 Formation; Charter. A local Chapter of Cabiri International may be formed only upon application to Cabiri International signed by five or more members of Cabiri International. They need not be members of the same Temple. A local Chapter charter shall be issued by Cabiri International upon payment of the prescribed fee. There shall be only one local Cabiri Chapter in the Oasis of a Shrine Temple.

§10.2 Officers. The Officers of a local Chapter of Cabiri International shall be:

all of whom shall be elected at the annual meeting of the local Chapter each year by a majority vote of the members present and voting. A Director of Ceremony may be appointed by the President.

§10.3 Dues and Assessments. Local Chapters of the Cabiri International may provide for annual dues and/or assessments, and failure to pay the same may result in suspension from the local Chapter and Cabiri International. Members failing to pay their local annual dues or assessments may be reinstated by paying all back dues and assessments. Continued membership in a local Chapter is dependent upon continued membership in Cabiri International.

§10.4 Election. All local Cabiri Chapters shall have an election of officers no later than thirty (30) days after the Shrine Temple's yearly election. No President can succeed himself in office more than four consecutive years.

§10.5 Quorum. Five (5) members in good standing in both the local Chapter and Cabiri International shall constitute a quorum for a meeting of a local Chapter.

§10.6 Depositories. All monies received by the local Chapter shall be deposited by the Secretary with such bank or banks as the local officers may from time to time designate. Monies approved for the use of the local Cabiri shall be disbursed by instrument drawn on said bank or banks bearing the signatures of any two of the following local officers: President, Vice-President, Secretary or Treasurer.

§10.7 Recorder as Secretary. A local Cabiri Chapter may, by a two-thirds vote, invite the Recorder of the Shrine Temple in the Oasis where the local Chapter is located to act as Secretary.

§10.8 Local Bylaws. A local Cabiri Chapter shall adopt the uniform bylaws prescribed by Cabiri International

§10.9 Past Potentates from Other Temples. Any Past Potentate in good standing in Cabiri International may become a member of a local Cabiri Chapter in the Oasis of a Shrine Temple of which he is not a Past Potentate, upon petitioning for membership as an affiliated member, an associate member, or as an original member, as the case may be. A local Chapter may ballot upon the petition pursuant to such provisions as may be prescribed by the local Chapter’s bylaws.

Article XI - Discipline

In the event any member is found guilty of conduct likely to injure or discredit the reputation of Cabiri International, or acting in a manner unbecoming to Cabiri International, he shall be subject to suspension or expulsion by majority vote of the Board, subject to the approval of the majority of members in attendance at the next annual meeting.

Article XII - Amendments

§12.1 General. These bylaws may be amended, altered or repealed, at any annual meeting of members, by a 2/3 vote of the members present and voting, provided that the proposed amendment has been submitted in writing to (i) the International Secretary or International President prior to the annual meeting of the Board or (ii) the Board at its annual meeting.

§12.2 Effect. When a change is made by Cabiri International in its bylaws and the change affects a local chapter, the local Chapter's bylaws are changed, ipso facto, to conform to those of Cabiri International.

[As revised and approved at the annual meetings of members:
July 7, 1999, Dallas, Texas; and as amended July 8, 2004, Denver, Colorado]

[Approved by the Chairman, Jurisprudence and Laws Committee on
August 20, 1999 & December 6, 2004 & by the Imperial Potentate
on August 20, 1999 & December 10, 2004, respectively]