BYLAWS

OF


AMERICAN ARMENIAN MASONIC ASSOCIATION OF NORTH AMERICA

(AAMANA)

The name of the organization is American Armenian Masonic Association of North America. The organization has not been formed for the making of any profit, or personal financial gain. The assets and income of the organization shall not be distributable to, or benefit the trustees, directors, or officers or other individuals. The assets and income shall only be used to promote corporate purposes as described below. Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the organization. This organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax. The organization shall not endorse, contribute to, work for, or otherwise support (or oppose) a candidate for public office. The purpose of the organization is the following.

AAMANA will unite Armenian and American Masons throughout USA and Canada to work together in advancing the Masonic Ideology, Centralizing Charity, Promoting Masonic Education in Armenian and will be a representative body for all members at an official capacity. It being an American Armenian centric organization, the primary order of the work will be the promotion of Armenians and Freemasonry, Armenian Freemasons, and the representation of Armenian American masonic work throughout USA and Canadian Grand lodges, Lodges, Concordant/appendant Bodies and other accepted masonic orders, organizations, associations etc.

The organization is organized exclusively for purposes pursuant to section 501(c)(8) of the Internal Revenue Code.


ARTICLE I

MEETINGS

Section 1. Annual Meeting. An annual meeting shall be held once each calendar year for the purpose of and for financial, membership and projects reports, the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the Board of Directors from time to time. (Annual meeting may be held via zoom or in person if needed and votes/balloting maybe be done via email or via zoom or any other video chat platforms)


Section 2. Special Meetings. Special meetings maybe be requested by the President or the Board of Directors. A special meeting of members is not required to be held at a geographic location if the meeting is held by means of the internet of other electronic communications technology in a manner pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrent with the occurrence of the proceedings, note on matters submitted to the members, pose questions, and make comments. (Special meeting may be held via zoom or in person if needed and votes/balloting maybe be done via email or via zoom or any other video chat platforms)


Section 3. Notice. Written notice of all meetings shall be provided under this section or as otherwise required by law. The Notice shall state the place, date, and hour of meeting, and if for a special meeting, the purpose of the meeting. Such notice shall be mailed or emailed to all directors of record at the address shown on the corporate books or email address provided by the members, at least 10 days prior to the meeting. Such notice shall be deemed effective when deposited in ordinary U.S. mail, properly addressed, with postage prepaid.


Section 4. Place of Meeting. Meetings shall be held at the organization's principal place of business unless otherwise stated in the notice. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during this meeting. A director participating in a meeting by this means shall be deemed to be present in person at the meeting.


Section 5. Quorum. A majority of the directors shall constitute at quorum at a meeting. In the absence of a quorum, a majority of the directors may adjourn the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. The directors present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some directors results in representation of less than a quorum.

ARTICLE II

DIRECTORS

Section 1. Number of Directors. The organization shall be managed by a Board of Directors consisting of 11 (Bureau Members) director(s).

  1. All members of the Bureau must be Past Master, Current Master, Senior Warden, Junior Warden, Secretary or Treasurer of recognized Masonic Lodge(s) of Regular Freemasonry. Current or Past Master or Current or Past Presiding Officers of Concordant and Appendant Bodies, such as The Scottish Rite or the York Rite qualify to be members of the Bureau.

    1. Bureau is the Governing Body and will have ultimate control over all Membership, Programs, Activities, Funds and any Non-Profit wing of the Association within North America. 

  2. The organization shall have a sub-committee called the Central Committee consisted of 13 Members. 

    1. The Central Committee will report directly to the Bureau.

    2. One member of the Bureau will have to be present at all Central Committee Meetings as and Ex-Officio but will not have any voting power. 

    3. To serve on the Central Committee, the individual needs to be an active Master Mason throughout Freemasonry and must provide proof of his activities.

    4. Central Committee will not be allowed to hold separate funds or bank accounts and all monetary transactions shall be referred to, approved and done at the Bureau level. 


Section 2. Election and Term of Office. The directors (Bureau Members) shall be elected at the annual meeting. Each director shall serve one term of 3 year(s), or until a successor has been elected and qualified. If a successor has not been found within 3 months from the end of his term, the serving director can be re-elected for another three years serving two terms maximum. After the second term the member shall not be allowed to run for election for a period of one term of 3 years, thereafter he can be (considered) again based on the terms stated above. (For the position of the Presidents, Vice Presidents, Treasurers and Secretary, the election will be done by the Board of Directors (Bureau) and not by the general membership.

  1. The Committeemen of the Central Committee will serve 1 year term and can be elected 3 consecutive years. After 3 consecutive years of serving on the committee the individual shall not be allowed to run for election for a period of one year, thereafter he can run based on the terms stated in Article II Section II of this By-Laws.

  1. The Founding members of the Board of Directors (Bureau) will serve the following terms and thereafter upon the expiration of their terms, the terms stated above in Article II Section II will go into action:

    1. Four Principal Officers (President, Vice-President, Treasurer and Secretary) will serve a term of 5 years. The President will not run for re-election (unless the chair has no other individual to take on the duties). The Vice-President, Treasurer and Secretary may run for re-election with the general terms of Election stated in Article II Section 2 of this By-Laws.

    2. The seven other Board of Directors (Bureau Members) will serve a 4-year term and may run for re-election with the general terms of Election stated in Article II Section 2 of this By-Laws.

        1. Elections for the four Principal Officers (President, Vice-President, Treasurer and Secretary) will be held annually by the Board of Directors (Bureau).

Section 3. Quorum. A majority of directors shall constitute a quorum.

Section 4. Adverse Interest. In the determination of a quorum of the directors, or in voting, the disclosed adverse interest of a director shall not disqualify the director or invalidate his or her vote.

Section 5. Regular Meeting. The Board of Directors shall meet immediately after the election for the purpose of electing its new officers, appointing new committee chairpersons and for transacting such other business as may be deemed appropriate. The Board of Directors may provide, by resolution, for additional regular meetings without notice other than the notice provided by the resolution.

Section 6. Special Meeting. Special meetings may be requested by the President, Vice-President, Secretary, or any two directors by providing five days' written notice by ordinary United States mail or email, effective when mailed or emailed. Minutes of the meeting shall be sent to the Board of Directors within three weeks after the meeting by mail or email. A special meeting of members is not required to be held at a geographic location if the meeting is held by means of the internet of other electronic communications technology in a manner pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrent with the occurrence of the proceedings, note on matters submitted to the members, pose questions, and make comments.

Section 7. Procedures. The vote of a majority of the directors present at a properly called meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or by these by-laws for a particular resolution. A director of the organization who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting. The Board shall keep written minutes of its proceedings in its permanent records.

Section 8. Informal Action. Any action required to be taken at a meeting of directors, or any action which may be taken at a meeting of directors or of a committee of directors, may be taken without a meeting if a consent in writing setting forth the action so taken, is signed by all of the directors or all of the members of the committee of directors, as the case may be.

Section 9. Removal / Vacancies. A director shall be subject to removal, with or without cause, at a meeting called for that purpose. Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal or any other cause, may be filled by the remaining directors. A director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected and qualified.

Section 10. Committees. To the extent permitted by law, the Board of Directors may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers and authorities of such committees.


ARTICLE III

OFFICERS

Section 1. Number of Officers. The officers of the organization shall be a President, one or more Vice-Presidents (as determined by the Board of Directors), a Treasurer, and a Secretary. Two or more offices may be held by one person. The President/Chairman may not concurrently serve as the Secretary or Treasurer/CFO. The President may not serve concurrently as a Vice President.

President/Chairman. The President shall be the chief executive officer and shall preside at all meetings of the Board of Directors and its Executive Committee, if such a committee is created by the Board.

Vice President. The Vice President shall perform the duties of the President in the absence of the President and shall assist that office in the discharge of its leadership duties.

Secretary. The Secretary shall give notice of all meetings of the Board of Directors and Executive Committee, shall keep an accurate list of the directors, and shall have the authority to certify any records, or copies of records, as the official records of the organization. The Secretary shall maintain the minutes of the Board of Directors' meetings and all committee meetings.

Treasurer/CFO. The Treasurer shall be responsible for conducting the financial affairs of the organization as directed and authorized by the Board of Directors and Executive Committee, if any, and shall make reports of corporate finances as required, but no less often than at each meeting of the Board of Directors and Executive Committee.


Section 2. Election and Term of Office. The officers shall be elected annually by the Board of Directors at the first meeting of the Board of Directors, immediately following the annual meeting. Each officer shall serve a three-year term or until a successor has been elected and qualified. (Please refer to Article III Section 1 for further elaboration).

Section 3. Removal or Vacancy. The Board of Directors shall have the power to remove an officer or agent of the organization. Any vacancy that occurs for any reason may be filled by the Board of Directors.


ARTICLE IV


MEMBERSHIP



  1. Only Master Masons (3rd Degree) in Good Standing with their lodges and who are members of recognized Lodges/Grand Lodges (F.&A.M. and A.F.&A.M.) can petition for membership. 

  2. You will have to be a Man (Male) over the age of 18 years old.

  3. Association is not only limited to Armenians and welcomes all Nationalities, Races and Religions.

  4. There will be No Application Fee, but the individual will be required to pay the Annual Membership Fee (Pro-Rated)

  5. Annual Membership Fees will be $150.00.

  6. The Board of Directors (Bureau) will have the power and authority to grant Honorary Membership

  7. Membership Applications can be denied by the Board of Directors (Bureau) with reasonable cause/reason and by a unanimous vote of the Bureau. A vote will only take place if there is a possible denial of granting membership to the individual petitioning. 

  8. If the member is not in good standing with their Lodge or the Grand Lodge, the member has 90 days to bring his status into good standing, otherwise he will be suspended for not complying with membership guidelines or AAMANA and can be reinstated after their membership has been restored to good standing again by the members of the Board of Directors (Bureau).


ARTICLE V

CORPORATE SEAL, EXECUTION OF INSTRUMENTS


The organization shall have a corporate seal, which shall be affixed to all deeds, mortgages, and other instruments affecting or relating to real estate. All instruments that are executed on behalf of the organization which are acknowledged and which affect an interest in real estate shall be executed by the President or any Vice-President and the Secretary or Treasurer. All other instruments executed by the organization, including a release of mortgage or lien, may be executed by the President or any Vice-President. Notwithstanding the preceding provisions of this section, any written instrument may be executed by any officer(s) or agent(s) that are specifically designated by resolution of the Board of Directors.


ARTICLE VI

AMENDMENT TO BYLAWS


The bylaws may be amended, altered, or repealed by the Board of Directors by a two-thirds majority of a quorum vote at any regular or special meeting. The text of the proposed change shall be distributed to all board members at least ten (10) days before the meeting.



ARTICLE VII

INDEMNIFICATION


Any director or officer who is involved in litigation by reason of his or her position as a director or officer of this organization shall be indemnified and held harmless by the organization to the fullest extent authorized by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the organization to provide broader indemnification rights).


ARTICLE VIII

DISSOLUTION


The organization may be dissolved only with authorization of its Board of Directors given at a special meeting called for that purpose, and with the subsequent approval by no less than two-thirds (2/3) vote of the members.


Certification

Vram Martirosyan, President of American Armenian Masonic Association of North America, Sarkis Shirinyan, Vice-President of American Armenian Masonic Association of North America and Armen Zadoyan, Secretary of American Armenian Masonic Association of North America certify that the foregoing is a true and correct copy of the bylaws of the above-named organization, duly adopted by the initial Board of Directors on March 26th, 2023.

I certify that the foregoing is a true and correct copy of the bylaws of the above-named organization, duly adopted by the initial Board of Directors on March 26th, 2023.