Chapter 103

CHARTER OF THE NORTH CAROLINA

MASONIC FOUNDATION, INCORPORATED

We, the undersigned, do hereby associate ourselves and do hereby unite for the purpose of forming a corporation under the general laws of the State of North Carolina, and do hereby make and execute the following articles of incorporation, and do hereby certify as follows:

First: The name of this corporation shall be "THE NORTH CAROLINA MASONIC FOUNDATION, INCORPORATED."

Second: The location of the principal office of said Corporation is in the City of Raleigh, County of Wake, and State of North Carolina.

Third: The objects for which said Corporation is formed, are as follows:

1. To promote the making of gifts by deed, will, and otherwise for the causes and objects fostered by the Grand Lodge of North Carolina, A. F. & A. M., and by the several subordinate Lodges holding charter or dispensation under the said Grand Lodge of North Carolina, A. F. & A. M.

2. To provide a way of securing greater uniformity of purposes, powers and duties of administration in the management and distribution of the gifts so made by deed, will and otherwise, and for the causes and objects above mentioned.

3. To receive, take, own, hold, administer, apply and distribute gifts of any kind of property—real, personal and mixed—to be used for the promotion of the educational and charitable objects, plans or purposes of the Grand Lodge of North Carolina, A. F. & A. M., or for the promotion of any specified object of the Grand Lodge of North Carolina, A. F . & A. M., without in any way limiting the generality of the foregoing or of the scope of the educational, charitable or other specified objects of the Grand Lodge of North Carolina, A. F. & A. M., but rather in illustration and explanation thereof, gifts received by the said corporation to be administered for the following purposes, among others:

(a) For assisting the Oxford Orphanage or other Orphanages hereafter established by the Grand Lodge of North Carolina, A. F. & A. M.

(b) For assisting the Masonic and Eastern Star Home, located at Greensboro, N. C., as long as the Grand Lodge of North Carolina, A. F. & A. M., shall sponsor said Home, and for assisting any other Homes hereafter established by the Grand Lodge of North Carolina, A. F. & A. M., for the orphan, the aged or the infirm.

(c) For assisting the educational projects, plans, purposes and objects of the Grand Lodge of North Carolina, A. F. & A. M.

(d) For assisting such other Homes, Orphanages, Hospitals, Sanitariums, or charitable Institutions as may hereafter be organized, or supported by the Grand Lodge of North Carolina, A. F. & A. M., and for assisting in any other plans or programs hereafter formulated and adopted by the Grand Lodge of North Carolina, A. F. & A. M., for aiding in the education of the youth of the State of North Carolina.

(e) To provide for the support and care of the aged, helpless and sick Master Masons, their wives, widows, orphans and dependents in cooperation with or independently of the regularly constituted Masonic bodies or duly authorized Masonic boards or other Masonic agencies.

(f) That in addition to the object and powers hereinbefore set out, but not in restriction thereof, the corporation hereby created may do all other acts and things pertaining or incident to the general purposes herein expressed.

4. In order properly to receive, take, own, hold, administer apply, and distribute gifts made to it, the said Corporation shall have full power and authority, through its proper officers, subject to all such lawful conditions and limitations as may be contained in any instrument of gift, to hold any property of whatever nature and wherever situated, to sell, lease, transfer or exchange property at such prices, upon such terms and conditions, and in such manner as it shall deem best; to invest and re-invest funds in such loans, securities, or real estate as it shall deem suitable, to execute and deliver such proxies, powers of attorney, deeds and agreements as it may, or shall deem necessary or proper; to determine whether money or property coming into its possession shall be treated as income or principal, and to charge or apportion any expenses or losses to principal or income, as it may deem just and equitable; to select and employ suitable agents and attorneys, and pay reasonable compensation for their services, and generally to do and perform every act and thing necessary, proper and convenient to carry out fully the spirit and intent of the purposes expressed in this instrument of incorporation, and in any instrument under which it may receive gifts.

Fourth: Inasmuch as this Corporation has no capital stock, the incorporators shall serve as the governing body thereof until a Board of Directors shall be elected by the Grand Lodge of North Carolina, A. F. & A. M. At the next Annual Communication of the Grand Lodge of North Carolina, A. F. & A. M., held after the issuing of this Certificate of Incorporation, the said Grand Lodge shall elect a Board of Directors of said corporation, composed of five members, one of whom shall serve one year, one two years, one three years, one four years, and one five years and each shall serve until his successor shall be elected as hereinbefore provided and shall take office. The members of the Board of Directors of said Corporation must be residents of the State of North Carolina, and members in good standing of a subordinate Lodge holding charter under the Grand Lodge of North Carolina, A. F. & A. M. At each Annual Communication of the Grand Lodge of North Carolina, A. F. & A. M. one member of the Board of Directors of said Corporation, possessing the above qualifications, shall be elected to succeed the said member of the said Board retiring at the said Annual Communication. Removal from the State of North Carolina, or ceasing to be a member in good and regular standing of the subordinate lodge, holding charter under the Grand Lodge of North Carolina, A. F. & A. M., shall be equivalent to a resignation from said Board of Directors. Any vacancy on the Board shall be filled by the Grand Master of the Grand Lodge of North Carolina, A. F. & A. M., until the next regular Annual Communication of such Grand Lodge; at which time, the Grand Lodge shall fill the vacancy for the unexpired term. The Grand Lodge of North Carolina may, at any time, by a two-thirds vote of its members, declare vacant the office of any or all members of the Board of Directors of said Corporation and elect successors to fill out the unexpired term, or terms of the member, or members of the Board of Directors whose offices shall have been declared vacant.

Fifth: This corporation has no capital stock. The names and post office addresses of the incorporators, are as follows:

Sixth: The period of existence of this Corporation is unlimited.

In Witness Whereof, we, the incorporators, have hereunto set our hands and seals, this the ________ day of January, 1929.

North Carolina, Wake County.

This Is To Certify, that on this 16th day of January, 1929, before me, a Notary Public, personally appeared R. C. Dunn, John J. Phoenix, J. H. Anderson, Alexander B. Andrews, and J. LeGrand Everett, who, I am satisfied, are the persons named in and who executed the foregoing Certificate of Incorporation of The North Carolina Masonic Foundation, Inc., and I having first made known to them the contents thereof, they did each acknowledge that they signed, sealed and delivered the same as their voluntary act and deed, for the uses and purposes therein expressed.

In Testimony Whereof, I have hereunto set my hand and affixed my official seal, this 16 day of January, 1929.

Maude Branch, Notary Public

(Notarial Seal)

My commission expires Feb. 23, 1930.

Filed—January 16, 1929.

J. A. Hartness, Secretary of State.

s/F