BY-LAWS
OF THE
GREAT LAKES SHRINE ASSOCIATION
An Association of Shrine Temples within Shriners International
ARTICLE I
Section 1. This Association shall be known as the Great Lakes Shrine Association (the "Association"), which is a nonprofit association organized under Shrine Law, as promulgated by Shriners International ("Imperial Council"), as modified from time to time ("Shrine Law").
Section 2. The principal location of the Association shall be the principal office of the Secretary of the Association, from time to time, and all correspondence to the Association at that address should be to the attention of the Secretary, with a copy to the President.
Section 3. The definitions of terms used in these Bylaws, if not otherwise defined, shall have the same meaning as found in the Articles of Incorporation and Bylaws of the Imperial Council. The Association shall comply with all Shrine Law and the laws of the United States of America, and the laws of the Commonwealth of Canada when applicable. In the event of conflict, the laws of the United States of America, and the laws of the Commonwealth of Canada when applicable, shall take precedence over Shrine Law, and Shrine Law shall take precedence over the Charter of the Association and these Bylaws; provided however, that in the event of differing restrictions, the more restrictive provisions shall control. As used herein, "Member" means a Temple that has been duly admitted into the Association.
Section 4 The fiscal year of the Association shall be the calendar year.
ARTICLE II
Section 1. Membership in this Association shall be composed of all Temples located in Ohio, Illinois, Indiana, Michigan, Wisconsin, and the Province of Ontario, which may be elected to membership (as amended February 18, 1956).
Section2. The purpose of this Association shall be to promote the welfare of Shriners International, and the welfare of the Shrine Temples of this Association.
Section 3. Each of the host Temples of the Great Lakes Shrine Association holding any function, either unit functions or Temple functions, that include the name of the "Great Lakes Shrine Association" in any way shall have added to their Temple insurance policy the name of the Great Lakes Shrine Association as an additional insured (as amended February 13, 1988).
ARTICLE III
Section 1. Each Temple in the Association shall be entitled to four (4) representatives, each of whom shall be appointed by the Potentate as soon after his election as practical. The Recorder of the Temple shall certify such appointments to the Secretary of the Great Lakes Shrine Association as soon as possible thereafter,, but not later than Ten (10) business days prior to the commencement of the next Business Session. Only representatives shall have the power to speak from the floor, offer new business, and/or offer proposed amendments to the Bylaws. (As amended February 18, 2006).
Section 2 Each representative certified to the Secretary of the Association and who is registered and present at an Association meeting shall be entitled to one(1) vote. There shall be no votes allowed by proxy.
Section 3. All Past Presidents of the Association shall be Ad Vitam members thereof, with full power and privileges.
Section 4. All members of the Imperial Divan and Past Imperial Potentates belonging to a member Temple of the Association shall be Ad Vitam members thereof.
Section 5. All officers of the Association shall be representatives-at-large at meetings with full power and privileges.
Section 6. Registration at any meeting of the Association of a majority of all possible representatives, except Association Past Presidents and Imperial Shrine Officers, and of representatives from a majority of both the States and the Temples comprising the Association together with three of the Officers of the Association shall constitute a quorum for the transaction of all business that may come before such meeting.
ARTICLE IV
Section 1. Special meetings shall be held as called by the President and he shall give the Temples not fewer than thirty (30) days written notice thereof. It shall be the duty of the President to call a meeting upon the written request of fifty per cent (50%) of the member Temples of the Great Lakes Shrine Association.
Section 2. The Business Session shall be held at the time and place determined by the Representatives at the Business Session held not fewer than Two (2) years prior to the date selected. The time and place first shall be recommended by the Executive Committee to the appointed Convention Committee, which shall make a final recommendation to the Representatives for approval.
Section 3. Whenever the existence of a national emergency renders impractical the holding of a regular meeting or meetings of the Association, the President thereof may order that such meetings may be omitted, stating the reason thereof.
Section 4. During the year or years for which it is necessary so to omit the Annual Business Meeting, all the duties and powers ordinarily exercised by the members of the Association shall be vested in and be exercised by the officers, whose action in the circumstances above stated shall be of like force and effect as if done by the members of the Association at a regular meeting. The officers at such an emergency meeting shall elect officers of the Association by advancing the Vice- President of the Association to the next highest office and the lowest Vice-Presidency shall remain vacant until the next Annual Business Meeting of the Association.
Section 5. The Ceremonial Session shall be held at the time and place determined by the Representatives at the Business Session held not fewer than Two (2) years prior to the date selected. The time and place shall be first recommended by the Executive Committee to the Convention Committee, which shall make a final recommendation to the Representatives for approval. The Business Session and the Ceremonial Session may or may not be held on the same weekend, depending on the recommendations of the Executive Committee and Convention Committee and the approval of the Representatives at such Business Session.
Section 6. Management of Convention Arrangements. All arrangements, schedules, costs, housing, events, budgets, and goals of the proposed Business and Ceremonial Sessions shall be included in the Convention Committee's report to the Representatives for their approval. Included in the proposal shall be the estimated fees and other costs that the individual attendees or their respective Temples will need to pay for the privilege of attending the Sessions, including the date by which such payments must be received in order for the Temples to be registered, included in social events, and included in unit competitions.
Section 7. Order of Business The order of business shall be as follows:
a. Opening.
b. Roll call of Representatives.
c. Introduction of officers and dignitaries.
d. Approval of minutes of previous meeting.
e. Reading of Communications.
f. Approval of Financial statements.
g. Reports of standing and special committees.
h. Old business.
i. New business.
j. Election of officers.
k. Adoption of annual budget.
l. Remarks.
m. Installation of new officers.
n. Closing
This order of business may be changed or suspended whenever it is in the best interest of the Association.
ARTICLE V
Section 1. Fees. Each Member Temple shall pay an annual membership fee of two hundred dollars ($200.00) plus an assessment of ten cents ($0.10) per member; the number of members shall be that total number of members as shown on the Imperial Membership records for the previous year. These payments shall be made on or before the Business Session(As amended February 21, 1998).
Section 2. The registration fees at each Business Session and Ceremonial Session shall be twenty dollars $20.00 U.S.D.) per person attending the Session Each Temple must purchase a minimum of four (4) representative registrations for each session. Additional registrations at $20.00 each and additional event tickets will be available from the Association. (Amended February 20, 1999) Amended February 19, 2000 - Imperial Approved March 8, 2000).
Section 2-A. Special Assessments. Any amounts which shall become due and payable by the Association for which funds were not previously made available may be divided among the member Temples by imposition of a Special Assessment by the representatives at a Special Meeting or Business Session that includes the Special Assessment as a part of its agenda.
Section 2-B. Non-Payment. In the event a member Temple shall fail to pay any annual fees or special assessments lawfully imposed upon it pursuant to these by-laws with-in the time period set forth in the notice thereof, such member temple shall be liable to the Association for all damages which may be incurred by the Association by reason of such default, including any legal costs or expenses.
Section 2-C. Default. Any breach of an obligation by a member Temple to the Association, following reasonable notice and opportunity to cure, shall, at the discretion of a two-thirds majority of the voting representatives of the non-defaulting Temples, result in the loss of voting privileges and suspension of powers of all Association officers belonging to the defaulting Temple, as well as loss of rights of nobles of the defaulting member Temple to attend or participate in any sessions, events, activities held or sponsored by or for the Association. All such rights and privileges shall be deemed reinstated immediately upon receipt by the Secretary-Treasurer of payment in full of all amounts past due from such member Temple.
Section 3. The registration fees described in Section 2 hereof shall be paid as early as eighteen (18) months but not less than five (5) months before the session and are non-refundable. Payments for tickets and other expenses of the Session shall be due and payable thirty (30) days prior to the commencement of the Session and are ninety per cent (90%) nonrefundable. All funds shall be the property of the Association and accounted for in the annual report of the Secretary/Treasurer and Convention Committee to be delivered at the next Business Session.
Section 4 All plans, arrangements, and charges proposed by the Convention Committee for the Business Session and Ceremonial Session shall be submitted to and approved by the Executive Committee not fewer than sixty (60) days prior to the date of such sessions In the event of a projected budget shortfall, the Officers shall require that expenses be reduced to a level that will allow the projected remaining working capital of the Association to be equal to or greater than $5000 at the end of the session.
Section 5. The order of line of march of Temples at Ceremonial Session parades, except the Host Temple and Temple of the President of the Association, shall rotate in succeeding years in the same order as the rotation specified for the election of presidents of the Association; except that the order of march provided by Imperial Protocol shall be reserved to Imperial Officers and Past Imperial Officers. The Secretary shall announce the line of march for the current year at the annual meeting.
ARTICLE VI
Section 1. Any member Temple may withdraw from this Association at any time by a vote of such Temple and written notice of such action shall be mailed to the Secretary of the Association.
Section 2. Any Temple within the Great Lakes Shrine Association jurisdiction may join the Association upon submission of a petition to the Secretary/Treasurer, who shall submit it to the Executive Committee for review and advice, followed by submission to the Representatives at the next Business Session or Special Session called for such purpose. A two-thirds majority of the representatives shall be required for approval of such a petition. If the Representatives approve such a petition, it shall then be submitted to Shriners International for approval in accordance with Shrine Law.
ARTICLE VII
Section 1. All proposed amendments to the By-laws shall be submitted to the Association as provided in Section 2. Such amendments may be adopted by not less than a two-thirds majority vote of the representatives registered at such Business session, provided it shall first be referred to and reported upon by the Committee on Jurisprudence and Bylaws as being in compliance with these Bylaws and Imperial Shrine Law and in proper form. All proposed Bylaw amendments shall first reproduce the bylaw in its current form, then set forth the proposed bylaw with all deletions noted (with strike throughs) and all additions noted (with italics) and shall include a clear and complete explanation of the reason behind the proposed amendment and what is intended to be accomplished by such amendment. All proposed amendments shall include the name of the sponsor representative and the date of submission to the Secretary/Treasurer.
Section 2. Any proposals affecting the Association, to be brought up at the Business Session, including all legislation and proposed Bylaws changes, but excluding Committee reports, must be received in writing by the Secretary of the Association a minimum of 60 days prior to the Business Session.
Section 3. The Secretary of the Association shall publish the report of the Jurisprudence and Bylaws Committee, all proposed legislation to be considered at the Business Session, and such other committee reports and other information deemed relevant by the President, in a Call to the GLSA Business Session, which Call shall be delivered to all known Representatives not fewer than 30 days prior to the commencement of the Business Session in that year. Any proposed amendments to the legislation proposed in the Call shall be submitted in writing not fewer than 10 business days prior to the commencement of the Business Session and shall be subject to review and approval by the Jurisprudence and Bylaws Committee, whose decision shall be final. No amendments that alter the substance of the proposed legislation, bylaws amendments, or other amendments, shall be permitted from the floor during the Business Session. The decision of the President or other presiding officer regarding appropriateness of any amendment offered from the floor shall be final. By a vote of three-fourths majority of the Representatives at the Business Session, the provisions herein regarding amendments offered from the floor may be waived as to any particular amendment then being offered by a Representative.
ARTICLE VIII
Section 1. Officers. The Representatives shall select the following officers, all of whom shall be Past Potentates in good standing; President, First Vice-President, Second Vice-President, Third Vice-President, Fourth Vice-President, Secretary, and Treasurer. The office of Secretary and Treasurer may be held by the same person. The officers shall be elected at the Business Session and shall serve until their successors are elected, qualified, and installed.
Section 2. Attached hereto as Addendum A is the list of member Temples of this Association in the order of rank according to original membership herein. This order of rank is to be used for the order of selection of nominees for the office of Fourth Vice-President and for the order of march in Association parades. In the event of the absence, resignation, or failure to appear or perform of a Temple, the next Temple in the order of rank shall have the opportunity to appear, nominate, and/or participate in the place of the defaulting Temple, and each Temple thus following shall have the right to advance by one position on that occasion. New Temple members of this Association shall be added to the end of the order of rank according to their dates of admission to this Association. The Temple that is to provide the Candidate for the office of Fourth Vice-President in the ensuing year shall furnish to the Secretary of the Association a certification from the Temple's Potentate and Recorder of the name of such Candidate and that he is a Past Potentate in good standing. Such certificate shall be furnished not later than sixty (60 ) days prior to the day before the commencement of the Business Session. Such selection shall be subject to approval of the Executive Committee and representatives of the Association at the Business Session.
Section 3. A vacancy in the office of President shall be filled for the balance of the term by appointment by the Executive Committee of a Past President. A vacancy occurring in the office of Vice-President shall be filled for the balance of the term by appointment by the Executive Committee of a Past Potentate in good standing from the Temple of the vacated officer who shall have received the nomination of the Temple's Potentate. A vacancy in the office of Secretary and/or Treasurer shall be filled by the appointment by the Executive Committee of a person from a member Temple to fill the vacancy until the successor has been elected, qualified, and installed.
Section 4. Duties of Officers
4.1. President. The President shall be the chief executive officer of the Association, shall have general supervision of the affairs of the Association, and shall have the powers and duties of a President that are described in Shrine Law and these Bylaws. He shall be the Chairman of the Executive Committee and an ex officio member of all other committees. Subject to Shrine Law and these Bylaws, the President, with the attestation of the Secretary, may enter into any contract or execute and deliver any instrument in the name and on behalf of the Association. In general, he shall perform all duties and have all the powers incident to the office of president of a nonprofit association organized under Shrine Law and described in these Bylaws, as amended from time to time.
4.2 First Vice President. The First Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. He shall have the responsibility for planning and implementing the Sessions that will occur when he is the President of the Association, including the appointment of a Convention Chairman, members of his Convention Committee, initial site selections, initial date selections, and initial event selections. In addition, he shall perform such other duties and have such other powers as the President or the Executive Committee may from time to time assign, subject to Shrine Law.
4.3 Second Vice President. The Second Vice President shall, in the absence or disability of the First Vice President, perform the duties and exercise the powers of the First Vice President. He shall have the responsibility for planning and implementing the Sessions that will occur when he is the President of the Association, including the appointment of a Convention Chairman, members of his Convention Committee, initial site selections, initial date selections, and initial event selections. In addition, he shall perform such other duties and have such other powers as the President or the Executive Committee may from time to time assign, subject to Shrine Law.
4.4 Third Vice President. The Third Vice President shall, in the absence or disability of the Second Vice President, perform the duties and exercise the powers of the Second Vice President. He shall have the responsibility for planning and implementing the Sessions that will occur when he is the President of the Association, including the appointment of a Convention Chairman, members of his Convention Committee, initial site selections, initial date selections, and initial event selections. In addition, he shall perform such other duties and have such other powers as the President or the Executive Committee may from time to time assign, subject to Shrine Law.
4.5 Fourth Vice President. The Fourth Vice President shall, in the absence or disability of the Third Vice President, perform the duties and exercise the powers of the Third Vice President. He shall have the responsibility for planning and implementing the Sessions that will occur when he is the President of the Association, including the appointment of a Convention Chairman, members of his Convention Committee, initial site selections, initial date selections, and initial event selections. In addition, he shall perform such other duties and have such other powers as the President or the Executive Committee may from time to time assign, subject to Shrine Law.
4.6 Secretary. It shall be the duty of the Secretary to perform all the duties usually required of a corporate secretary and a recorder under Shrine Law. He shall record all of the proceedings of the Association, including the payment of dues and other current receipts, disbursements, and all financial reports. He shall submit to the Association at its annual meeting a full statement of the numerical and financial condition of the Association, so far as his office is concerned. He shall be required to collect and receive all moneys due the Association, giving receipt therefore, and shall pay the same to the Treasurer, taking his receipt for the same. He shall keep a revised list of residences, telephone and fax numbers, and email and post office addresses of the selected officers of the Member Temples, keep an accurate account of all dues, fees, and other income, keep the seal of the Association and affix the same with his attestation to all papers issued under its authority or in obedience to the requirements of these Bylaws or the Bylaws of the Imperial Council, and transmit to the Imperial Council all reports which may be required under Shrine Law. The Secretary shall be the primary source for communications with the Executive Committee and the representatives, shall publish a newsletter when appropriate, and shall manage the web site of the Association. At all Sessions, the Secretary shall publish and make available sufficient sets of written communication that all representatives/attendees shall be appropriately informed for that Session. The Secretary shall coordinate with the Convention Committee with respect to all Sessions and provide communication assistance to the Convention Committee so that planning and implementation may be effective and efficient. The Secretary shall be responsible for maintaining compliance with all requirements of applicable laws, including Imperial Law, on behalf of the Association. In addition to the above duties, the Secretary shall perform such other reasonable duties as shall be requested by the President and/or the Executive Committee from time to time. The Secretary, with the approval of the President and the Executive Committee, may employ assistants as may be needed to carry on the duties of his office. Upon the approval of the Executive Committee, he shall be provided with office space and necessary equipment and supplies. He shall devote sufficient time to the office of Secretary as may be necessary to transact its business. The Secretary shall receive as compensation for his services an amount determined annually by the Executive Committee.
4.7 Treasurer. It shall be the duty of the Treasurer to perform all the duties usually required of a corporate treasurer and a treasurer under Shrine Law, including the preparation and filing of all necessary federal, state, and local tax returns and payment of all required taxes following review and approval by the Executive Committee and any outside public accountants employed by the Association. The Treasurer shall receive from the Recorder all money paid into the Association and shall deposit or cause to be deposited the same without delay to the credit of the Association in such bank or trust company as the Executive Committee shall direct. He shall keep a true and accurate account thereof, shall pay all bills for which a regular warrant has been drawn, signed by the President and Secretary, and authorized by the Executive Committee, either through the budget or by special resolution. All payments, whether by check or otherwise, shall require the signature of at least two of the following officers: President, First Vice President, Secretary, and Treasurer; provided, however, that if the office of Secretary and Treasurer are held by the same individual, then the Second Vice President shall be included as an allowed signatory and the Secretary/Treasurer shall not be allowed to issue checks on only his signature. The Treasurer shall submit to the Executive Committee, on or before the Business Session, all of his books and vouchers for inspection. He shall render to the Association at the Business Session and at other times as the Executive Committee may demand, a full statement of its financial condition, so far as his office is concerned. The Executive Committee may employ an independent certified public accountant to audit the books and records of the Association, including the reports of the Treasurer. Both the Treasurer and the Secretary must be required to furnish a surety bond sufficient to cover the risk to the Association of their respective offices, the expenses for which shall be paid by the Association.
4.8 Executive Committee. During the period between annual business meetings, the officers of this Association shall be and constitute an Executive Committee, and all duties and powers ordinarily exercised by the representatives of the Association shall be vested in and exercised by such Executive Committee, whose actions in the circumstances shall be of like force and effect as if done by the members of the Association at a regular meeting. The Executive Committee shall periodically meet at the call of the President or a majority of the Executive Committee in executive session, suitable for adopting legislation and handling the important business of the Association. Its duties include all duties set forth in these Bylaws plus such other tasks as the President or the Executive Committee shall determine from time to time. In addition to overseeing the Sessions, the Executive Committee shall review and approve the budgets before they are submitted to the representatives, review and approve the final details of each Session, authorize the purchase of appropriate insurance for the Association and its Officers and employees/volunteers, review the financial records of the Secretary and Treasurer, and review and approve the annual audit of the books and records of the Association and all tax returns. All actions taken by the Executive Committee shall be recorded by the Secretary and shall be presented to the representatives at the next Business Session in writing. The representatives shall have the right to modify the actions of the Executive Committee; provided, however, that such modifications shall not alter contracts signed with third parties, payments made to third parties, or actions that were taken in order to comply with state, federal, local, or Shrine Law.
ARTICLE IX
Section 1. Standing Committees. At the conclusion of the Business Session, the newly-elected and installed President shall appoint the chairmen and members of the following standing committees and such other committees as the President believes are necessary for the efficient and effective management of the Association:
Finance and Auditing
Nominations
Conventions
Registration and Credentials
Jurisprudence and Bylaws
Long Range Planning Committee
Necrology
Each committee shall meet as many times during the year as necessary to accomplish its purposes and each Chairman shall prepare and present to the representatives a written report at the next Business Session following his appointment. Where possible, such written report shall be included in the Call to the Business Session.
Section 2. Special Committees. The President shall appoint such other committees as may be required for the operation of the Association's affairs. The selection of chairmen, members, and the reporting requirements shall be by the President, who may delegate all or parts thereof to the chairman of the committee.
ARTICLE X: ADMINISTRATIVE PROVISIONS
Section 1. When written notice is required by these Bylaws, it may be provided through U.S Postal Service, UPS, FedEx, hand delivery, or email delivery, provided that the sender does not receive notice that the delivery was unsuccessful. The Association web site may be used to supplement notices that are required to be sent according to these Bylaws and shall be used to communicate Session information, but shall not be an adequate substitute for delivery of required notices.
As approved by a two-thirds majority of the accredited representatives of the Great Lakes Shrine Association at their regular Business Session in 2012.
Doug Sorrell
Doug Sorrell, GLSA President
Larry Chapel
Larry Chapel, GLSA Secretary/Treasurer
Approved: W.. Warren Upton Date:___12-4-12______
Chairman of Jurisprudence and Laws Committee
Approved: Alan W. Madsen Date:____12-4-12____
Imperial Potentate
Approved February 17, 1979
Amended February 21, 1998 Art V Sec 1 Imperial Approval March 30, 1998
Amended February 20, 1999 Art V Sec 2 Imperial Approval May 7, 1999
Amended February 19, 2000 Art V Sec 2 Imperial Approval March 8, 2000
Amended February 17, 2001 Art V Sec 2-A Imperial Approval March 5, 2001
Amended February 15, 2001 Art V Sec 3 Imperial Approval March 10, 2003
Amended February 25, 2006 Art III, Sec 1
Amended February 25, 2006 Art III Sec 3
Amended April 12, 2012 Art II Sec 2 Imperial Approval July 13, 2012
Amended April 12, 2012 Art III Sec 2 Imperial Approval July 13, 2012
Amended April 12, 2012 Art IV Sec 2 Imperial Approval July 13, 2012
Amended April 12, 2012 Art IV Sec 4 Imperial Approval July 13, 2012
Amended April 12, 2012 Art VII Sec 2 Imperial Approval July 13, 2012
Amended Sep 13, 2012 Art I Sec 1, Sec 2, Sec 3, Sec 4,
Art III, Sec 1, Sec 6,
Art IV, Sec 1, Sec 2, Sec 6, Sec 7, Sec 8,
Art V, Sec 1, Sec 2, Sec 2-A, Sec 2-B, Sec 2-C, Sec 3, Sec 4, Sec 5,
Art VI, Sec 2,
Art VII, Sec 1, Sec 2, Sec 3,
Art VIII, Sec 1, Sec 2, Sec 3, Sec 4,
Art IX, Sec 1, Sec 2,
Art X, Sec 1
Appendix A
Order of Presidents for GLSA
2013 Antioch Doug Sorrell
2014 Ainad Steven Kibler
2015 Zenobia Edward (“Ike”) Isaacson
2016 Murat Philip C. Thrasher
2017 Ansar Michael Donaker
2018 Saladin Tom Russell
2019 Aladdin William R. 'Bill' Amspaugh, Jr.
2020 Hadi Brian Ball (Cancelled due to COVID-19)
2021 Medinah Frederick J. Martin
2022 Moslem Charlie Ferguson
2023 Tadmor Dave Shultz
2024 Mizpah Jerry Freewalt
2025 Mohammed
2026 Elf Khurafeh
2027 Mocha
2028 Syrian
2029 Orak
2030 Tebala
2031 Al Koran
2032 Zorah
