BYLAWS of the ORDO TEMPLI ORIENTIS that is in the UNITED STATES of AMERICA (with International Provisions) Amended 7/1/89 e.v. and 4/6/91 e.v. Article 0 Preamble Do what thou wilt shall be the whole of the Law. Peace, Tolerance, Truth; Salutation on All Points of the Triangle; Respect to The Order. To All Whom it May Concern: Greeting & Health. The Ordo Templi Orientis (O.T.O.) is a serious and secret religious order, pledged to the high purpose of securing the Liberty of the Individual and his or her advancement in Light, Wisdom, Understanding, Knowledge, and Power through Beauty, Courage, and Wit, on the Foundation of Universal Brotherhood. It is a body of Initiates in whose hands are concentrated the wisdom and secret knowledge of all Oriental Orders, and is the first of the Great Orders of antiquity to accept the Law of the New ’on emanating from the A.'.A.'., which is: Do what thou wilt shall be the whole of the Law, reorganizing in accordance therewith. The letters O.T.O. represent the words Ordo Templi Orientis (Order of the Temple of the Orient, or Ancient Order of Oriental Templars). The letters O.T.O. have also a secret meaning for initiates. The aims of the O.T.O. can only be understood fully by its highest initiates; but it may be said openly that it teaches Hermetic Science or Occult Knowledge, the Pure and Holy Magick of Light, the Secrets of Mystic Attainment, Yoga of all forms, Gnana Yoga, Raja Yoga, Bhakta Yoga, Tantric Yoga, and Hatha Yoga, and all other branches of the secret Wisdom of the Ancients. In its bosom repose the Great Mysteries; its brain has resolved all the problems of philosophy and life. It possesses the secret of the Stone of the Wise, of the Elixir of Immortality, and of the Universal Medicine. Moreover, it possesses a Secret capable of realizing the world-old dream of the Brotherhood of Man. Love is the law, love under will. Article I Offices Section 1.01. Principal Office. The principal office of the O.T.O. for the United States of America, for the transaction of its business, shall be known as the Grand Lodge of Ordo Templi Orientis for the United States, and shall be located in such place within or without the State of California as may be designated by the National Supreme Council. Section 1.02. Other Offices. The O.T.O. may also have offices at such other places within or without the United States of America where it is qualified to do business, as its business may require, and as the National Supreme Council or its duly authorized Governing Body or agent may from time to time designate. Section 1.03. Types of Offices. A. The O.T.O. has four principal types of office: i. Initiate and Advisory, pursuant to Article IV; ii. Governing, pursuant to Article V; iii. Administrative, pursuant to Article VI; and iv. Ecclesiastical, pursuant to Article IX. B. The O.T.O. may also have such types and kinds of offices as the National Supreme Council or its duly authorized Governing Body or agent may from time to time designate. Article II Members Section 2.01. Classes of Membership. A. The Ordo Templi Orientis has several classes and sub-classes of membership. There are five principal classes: i. Associate members: Associate members are non-Ecclesiastical, non-Initiate and non-Governing members, and are also referred to as corresponding members. ii. Initiate membership: Initiate members hold one or more sub-classes of Initiate membership (``degrees''), and have the titles, eligibilities, privileges and duties appropriate to the degree of Initiate class membership they hold as set forth in this Article II and as set forth from time to time by the National Supreme Council or its duly authorized Governing Body. iii. Governing members: Governing members are Initiate class members who have met any eligibility prerequisites and are appointed, elected or confirmed to Governing bodies as set forth in this Article II and in Articles III, IV and VI. iv. Ecclesiastical membership: Ecclesiastical (or Church) members hold non-initiate membership in the Ecclesia Gnostica Catholica (Gnostic Catholic Church) of the O.T.O., pursuant to Article IX. v. Administrative members hold Administrative positions within the O.T.O. pursuant to Article VI. B. Certain classes of membership are comprised of one or more sub-classes of membership, as set forth in Sections 2.02 and 2.03. Section 2.02. The Initiate and Governing Classes of Membership. A. The Initiate class degrees of membership in the O.T.O. from the degrees of Minerval (0ø) through Prince of the Royal Secret, are known collectively as the Mysteria Mystica Maxima (M.'.M.'.M.'.). B. The Initiate and Governing classes of membership in the O.T.O. are organized into three Triads (hereinafter referred to as Grades): the Men of Earth, the Lovers, and the Hermits. Each Grade has the classes and sub-classes (or degrees) of membership outlined below. i. The Man of Earth Grade: Consists of the preliminary Initiate class degrees from 0ø (Minerval) to Perfect Initiate inclusive. a. 0ø (Zero Degree). Minerval; b. Iø (First Degree). Man; c. IIø (Second Degree). Magician; d. IIIø (Third Degree). Master Magician; e. IVø (Fourth Degree). Perfect Magician; and f. Perfect Initiate. Members of these Initiate degrees take no share in the government of the Order. ii. Knight of East and West: This Initiate degree is a bridge between the Man of Earth Grade and the Lovers Grade. iii. The Lovers Grade: Consists of members of both the Initiate and Governing classes. The sub-classes of membership are the degrees from Fifth Degree (Vø) to Member of the Supreme Grand Council, inclusive, as set forth below: a. Vø (Fifth Degree). Sovereign Prince of Rose Croix (Knight of the Pelican and Eagle); b. Member of the Senate of Knight Hermetic Philosophers, Knights of the Red Eagle. c. Member of the Electoral College. d. VIø (Sixth Degree). Illustrious Knight (Templar) of the Order of Kadosch, and Companion of the Holy Graal. e. Member of the Grand Tribunal (Grand Inquisitor Commander). f. Prince of the Royal Secret (or Knight of the Royal Mystery). g. VIIø (Seventh Degree). Very Illustrious Sovereign Grand Inspector General. h. Member of the Supreme Grand Council. Of the foregoing sub-classes, (a), (b) and (d-g) are Initiate class degrees, and sub-classes (c), (e) and (h) are Governing class degrees. iv. The Hermit Grade: Consists of members of both the Initiate and Governing classes. The sub-classes of membership consist of the degrees from VIIIø to Xø National Grand Master General, inclusive, as set forth below: a. VIIIø (Eighth Degree). Perfect Pontiff of the Illuminati. b. Perfect Epopt of the Secret Areopagus of the VIIIø. c. IXø (Ninth Degree). Initiate of the Sovereign Sanctuary of the Gnosis. d. Revolutionary. e. Deputy National Grand Master General. f. Xø (Tenth Degree). National Grand Master General, Rex Summus Sanctissimus (Supreme and Most Holy King) or Regina Summa Sanctissima (Supreme and Most Holy Queen). All of the foregoing sub-classes are Initiate class degrees. Sub-class (b) is additionally a Governing class degree, pursuant to Article V, and sub-classes (e) and (f) are Administrative class degrees, pursuant to Article VI. v. All members of an Initiate Degree hold all Initiate class degrees from Minerval (0ø) through the highest Initiate class degree held by them, inclusive. Section 2.03. The Ecclesiastical Class of Membership. The Ecclesiastical class of membership and its sub-classes are described separately in Article IX. Section 2.04. Members' Rights. No member of the O.T.O. shall hold more than one (1) membership. However, a member may hold more than one class or sub-class of membership. No member shall have property rights in this corporation. Every member is entitled to the sign(s), grip, and pass-word(s) of their degree of Initiate membership together with such other benefits as the National Grand Master General Xø, the National Supreme Council or the appropriate Governing Body may from time to time designate. Section 2.05. Qualifications. A. The National Grand Master General, or the appropriate Administrative or Governing Body pursuant to Articles III, V, VI or IX, shall from time to time designate the qualifications, if any, for membership, and the qualifications, if any, for the various classes or sub-classes of membership. B. There are certain special financial obligations pertaining to membership in the Electoral College and all higher degrees. Section 2.06. Duties. The duties of members in the O.T.O. in its various classes of membership shall be determined by the National Grand Master General, or the appropriate Governing Body pursuant to Articles V, VI, VII or IX, who may from time to time designate any additional duties in each class or sub-class of membership. Section 2.07. Privileges. The privileges of members in the O.T.O. in its various classes of membership shall be determined by the National Grand Master General, or the appropriate Governing Body pursuant to Articles V, VI, VII or IX, who may from time to time designate any additional privileges in each class or sub-class of membership. Section 2.08. Admission. The National Grand Master General, or the appropriate Governing Body pursuant to Articles V, VI and IX, may from time to time designate the procedures for admission into the O.T.O., and the procedures for advancement in the various classes and sub-classes of membership, subject to the approval of the National Supreme Council. Section 2.09. Dues. The annual dues, if any, payable to the O.T.O. by members of each class or sub-class, shall be in such amounts as may be designated from time to time by the National Supreme Council. The manner of collection and the manner of assessment may be designated from time to time by the National Supreme Council. Section 2.10. Fees and Assessments. A. The National Supreme Council shall from time to time levy initiation fees and other assessments upon members, determine the amount of such fees and assessments, if any, and the manner of collection. B. Pursuant to Articles III, VI and XIII, the Grand Treasurer General may form a Finance Committee composed of the Grand Treasurer General, with a representative from the Electoral College, Grand Tribunal, Supreme Grand Council and the Secret Areopagus of the VIIIø, with authority to levy additional fees and assessments, subject to the approval of the National Supreme Council. Section 2.11. Certificates. The National Supreme Council may from time to time designate the certificates evidencing membership, and the various classes and sub-classes of membership as set forth in Sections 2.01, 2.02 and 2.03, and in Article IX. The form, size, and contents of the certificate in all other respects may be determined from time to time by the Grand Secretary General. Section 2.12. Number of Members. A. There shall be no limit on the number of members the United States Grand Lodge of the O.T.O. may admit, nor shall there be a limit on the number of members in any class or sub-class of membership, with the following exceptions: i. Electoral College (11 members maximum); ii. Revolutionaries (2 members); iii. Deputy National Grand Master General (1 member); iv. Xø National Grand Master General (1 member); and v. Father (or Mother) of the Ecclesia Gnostica Catholica (1 member). B. The numbers of members in any Initiate class of membership that automatically confers a Governing class membership shall be decided from time to time by the National Grand Master General. These degrees specifically include, but are not limited to, the degrees of Grand Inquisitor Commander (Member of the Grand Tribunal), and the Perfect Epopt of the VIIIø (Member of the Secret Areopagus). Section 2.13. Membership Book. The O.T.O. shall keep a membership book containing the name, address (if known), membership class, degree, and history of each member. Termination of the membership of any member shall be recorded in the book, together with the date on which such membership ceased. Such book shall be kept at the O.T.O.'s principal office and, notwithstanding any other provision of these Bylaws, shall not be available for inspection by any person, whether or not a member, officer, or Director of this corporation except as required by law and except for those members authorized to have access to the book by the National Supreme Council. For purposes of these Bylaws, ``membership book'' shall be construed to mean a physical paper copy and/or electromagnetic and/or optical media. Section 2.14. Nonliability of Members. No member of this corporation shall be personally liable for the debts, liabilities, or obligations of the corporation. Section 2.15. Transferability of Membership. Membership in the O.T.O. is nontransferable and nonassignable. Section 2.16. Resignation. The membership of any member of the O.T.O. shall automatically terminate on his or her request for such termination delivered to the Grand Secretary General of the O.T.O. personally, or by United States mail, such membership to terminate when the request is delivered personally or deposited in the United States mail. Section 2.17. Death. Upon the death of any member, his or her active membership shall cease, and the obligation to pay dues, assessments, or other charges theretofore accrued and unpaid shall also cease. The name of the member will be retained in the membership book with an annotation of the date of death. Section 2.18. Suspension and Expulsion. A. Any member of the O.T.O. may be placed on ``bad report'', censured, fined, suspended, subject to reasonable equitable sanction, or expelled from the Order for ``good cause'', provided he or she is served with notice of the proceedings against him and an opportunity to be heard in his or own defense. The judicial and appellate bodies responsible for deciding such actions are set forth in Articles III, V and VI. B. Any suspension must be reported to the National Supreme Council. The National Supreme Council's joint and several responsibilities and procedures in the matter of suspension and expulsion are set forth in Articles III, VI and VII. C. In the case of emergency, in the unanimous opinion of the National Supreme Council, any member may be suspended without prior notice provided written notice is promptly served, pursuant to Article VI. D. Any expulsion must be carried out by authority of the National Grand Master General. E. Notwithstanding any of the above, no member can be suspended or expelled while he or she is serving as a Grand Officer on the National Supreme Council and Director of the corporation. Section 2.19. Good Cause. ``Good cause'' as used herein requires that the member: A. Have failed and continues to fail to abide by the Articles of Incorporation or Bylaws of the O.T.O. or with the Rules and Regulations of the National Supreme Council or its duly authorized Governing Body or agent; or B. have committed or is in the course of committing some act or acts greatly prejudicial to the purposes of the O.T.O.; or C) have failed and continues to fail to pay any dues, fees, or other assessments imposed by the National Supreme Council or its duly authorized Governing Body or agent. Section 2.20. Rights on Termination. Any rights of a member in the O.T.O. or in its property shall cease on termination of membership as hereinabove provided. Section 2.21. Rights on Suspension. The National Supreme Council or its duly authorized Governing Body or agent shall specifically set forth those rights which are suspended in any proceeding under Section 2.18, and shall also state the duration of said suspension. Section 2.22. Reinstatement. The National Supreme Council or its duly authorized Governing Body or agent shall from time to time designate the terms and procedure(s), if any, by which a member terminated under Section 2.18, may or may not have his or her membership reinstated. Section 2.23. Creation or Modification of Classes or Sub-classes of Membership. The National Supreme Council may create new classes of membership, and may modify sub-classes within the Associate, Governing and Administrative classes of membership. But, the National Supreme Council shall have no authority to modify sub-classes within the Initiate or Ecclesiastical classes of membership, authority for which modifications rests solely with the National Grand Master General, and with the Outer Head of the Order (O.H.O.) as defined in Article XII. Section 2.24. Membership on One or More Governing Bodies. Except as specifically allowed by the National Grand Master General Xø, no Initiate member may serve on more than one Governing Body of the O.T.O. (which term does not include the Administrative class of membership, pursuant to Article VI). Exceptions may be made by the National Grand Master General Xø for purposes of maintaining the necessary Initiate membership in any Governing Body for said Governing Body to function. Initiate members serving on two Governing Bodies by special exception of the Xø may be removed, with or without prejudice, from either Governing Body upon written notice from the Xø. This regulation applies to appointive Governing Bodies, as well as those Governing Bodies where members of a particular Initiate class degree automatically hold a right to a voting seat, including, but not limited to, the Electoral College, Grand Tribunal, Supreme Grand Council and the Secret Areopagus of the VIIIø. Article III Officers Section 3.01. Number and Titles. A. The Officers of the O.T.O. in the United States shall be a National Grand Master General, a Grand Secretary General, and a Grand Treasurer General, known collectively as the Grand Officers of the United States Grand Lodge, or National Supreme Council. B. The National Supreme Council's power, authorities and procedures are described in Article VI. C. The Grand Officers of the National Supreme Council are the Directors of the Corporation, pursuant to Article VI. D. Additionally, the National Grand Master General shall appoint a Deputy National Grand Master General, pursuant to Section 3.07. E. The O.T.O. may also have, at the discretion of the National Supreme Council, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other Officers as may be appointed in accordance with the provisions of Sections 3.04, 3.09 and 3.11 of this article. One person may hold two or more offices, except that no person may hold two or more of the following: i. National Grand Master General ii. Grand Secretary General iii. Grand Treasurer General iv. Deputy National Grand Master General Section 3.02. Appointment of Grand Officers. The National Grand Master General holds the Tenth Degree (Xø). He or she is appointed for life by the Outer Head of the Order (O.H.O.). The National Grand Master General shall appoint a Grand Secretary General and a Grand Treasurer General pursuant to the provisions of this Article III, and of Article VI. Section 3.03. Removal of Grand Officers. The National Grand Master General (but not the Deputy National Grand Master General acting in any capacity) may remove the Grand Secretary General, the Grand Treasurer General, and the Deputy National Grand Master General, at will, pursuant to this Article III and Article VI. The removal of a Grand Officer may be verbal, and shall take effect immediately upon the order of the National Grand Master General, provided that written confirmation is given from the National Grand Master General to the Grand Officer so removed within 48 hours. The National Grand Master General shall appoint a new Grand Officer within forty-eight hours of the removal of a Grand Officer. The National Grand Master General may be removed by the O.H.O. pursuant to this Article III, Article VI and Article XII. Section 3.04. Subordinate Officers. The National Supreme Council may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the National Supreme Council. Any subordinate officer may be removed by the National Supreme Council by majority action, either with or without cause, and such subordinate officer shall be removed should he or she cease to be qualified for the office. Section 3.05. Resignation of Officers. Any Grand Officer or Subordinate Officer may resign at any time by serving written notice on the National Supreme Council, National Grand Master General or Grand Secretary General of the O.T.O., provided however that the National Grand Master General must also give notice to the O.H.O. Any such resignation shall take effect on the date of receipt of such notice or at any other time specified therein. The acceptance of such resignation shall not be necessary to make it effective. Section 3.06. Duties of National Grand Master General A. The National Grand Master General conveys the initiatory authority of the O.H.O. to initiate or appoint upon his own recognizance all the initiate or Governing classes and sub-classes of membership ranging from Minerval (Oø) to Ninth Degree (IXø). This initiatory authority of the Xø is limited to the United States, unless specifically extended by the O.H.O. The Xø shall further delegate the O.H.O.'s authority to initiate, pursuant to Article VII. As the O.H.O.'s personal envoy to members of the VIIIø Secret Areopagus and IXø Sovereign Sanctuary in the United States, the Xø acts as the governor of these Hermit degrees and facilitates the preservation and extension of the Sovereign Sanctuary of the Gnosis by maintaining their privacy, filing research results in the U.S. and International Sovereign Sanctuary archives, and endeavoring to establish retreats and Abbeys. B. As the chief executive officer, the Xø for the United States has ultimate responsibility for all affairs of the O.T.O. in the United States. The Xø has the right, but not the obligation, to use or exercise in person or by proxy, a voting seat on any Governing Body of the Order, and has additionally the right to call meetings of such bodies. C. The National Grand Master General shall in general supervise and control the affairs of the O.T.O. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, the Constitution of the O.T.O., by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be prescribed from time to time by the National Supreme Council. He or she shall preside at all meetings of the National Supreme Council, Secret Areopagus and Supreme Grand Council if in attendance. Except as otherwise expressly provided by law, he or she may, in the name of the O.T.O., execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the National Supreme Council. D. The National Grand Master General shall act as the Archivist of the O.T.O., and may delegate his authority and responsibility in this capacity. E. The National Grand Master General is not approachable, as such, by any member below the VIø, except at his or her discretion. Section 3.07. Deputy National Grand Master General. A. The Xø shall appoint a Deputy National Grand Master General from among those members of the Sovereign Sanctuary of the Gnosis of the IXø resident in the United States. The Deputy National Grand Master General shall assume the maintenance of the administrative, but not the initiatory, responsibilities of the Xø under the following conditions: i. In the event of a scheduled retreat by the Xø from the administrative duties of office exceeding 72 hours, provided written notice is given to the Deputy National Grand Master General by the Xø. Notification may include specific delegations and special instructions for the conduct of specific business. Upon receipt of written acknowledgement, the Xø will promptly advise the National Supreme Council, the Secret Areopagus and the Supreme Grand Council; or ii. During any absence of the Xø from the United States, for the duration of the Xø's absence; or iii. During a vacancy or interregnum in the office of Xø due to the death, removal or resignation of the Xø, serving as regent until a successor Xø is appointed by the O.H.O.; or iv. During an extended period of disability and/or hospitalization, upon notification in writing by the Xø; or v. During an emergency period of disability and/or hospitalization, upon written notification by the National Supreme Council. In the event that the National Supreme Council cannot make quorum, then by written notification by the remaining Grand Officer. In the event that there are no remaining Grand Officers, then by written notification by any member of the U.S. Sovereign Sanctuary of the Gnosis of the IXø. B. The Deputy Grand Master General shall not have the power to remove any appointed Officer on any Governing or Administrative Body. Section 3.08. Grand Secretary General. A. The Xø shall appoint a Grand Secretary General from the Initiate Membership of the O.T.O. The Grand Secretary General shall: i. Certify and keep at the principal office of the O.T.O. the original, or a conformed copy of the Articles of Incorporation and these Bylaws, as amended to date; and ii. Keep at the principal office of the O.T.O. or at such other place as the National Supreme Council may order, a book of minutes of all meetings of the National Supreme Council and of the Secret Areopagus, recording therein the time and place of holding, whether regular or special, and if special, how authorized, notice thereof given, the names of those present at the meetings of Directors, the names and numbers of members present or represented at meetings of the Secret Areopagus, and the proceedings thereof; and iii. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; and iv. Be custodian of the records of the O.T.O.; and v. Keep at the principal office of the O.T.O. a membership book containing the name and address of each member, and in any case where membership has been terminated, he or she shall record such fact in the book together with the date on which membership ceased; and vi. Exhibit at all reasonable times to any person authorized, or his or her agent or attorney, on request therefor, the Bylaws, the membership book, and the minutes of the proceedings of the Directors and of the members of the O.T.O.; and vii. Keep the Golden Book of the United States O.T.O., in which are recorded the appointments, tenures, and service records of all appointed officials and members of Governing Bodies; and viii. Act as chairman of the Publications Committee of the O.T.O., with responsibility for intra-Order communication in general, and for the member periodical(s) in particular; and ix. Collect, process and respond to all correspondence addressed to the United States Grand Lodge of the O.T.O., forward as necessary correspondence to Assistant Secretaries or other responsible officials for official reply, or establish subsidiary official addresses for correspondence with particular offices of the United States Grand Lodge, pursuant to Article I; and x. Negotiate and execute publication contracts on behalf of the corporation under the direction of the National Supreme Council and the Publications Committee of the O.T.O.; and xi. In general, perform all duties incident to the office of Grand Secretary General and such other duties as may be required by law, by the Articles of Incorporation of the O.T.O., by these Bylaws, or by the Constitution of the O.T.O., or which may be assigned to him or her from time to time by the National Supreme Council; and xii. Preside over a Secretarial Committee comprised of secretarial representatives from the Governing Bodies of the O.T.O. These representatives may or may not be Assistant Secretaries pursuant to Section 3.09. Section 3.09. Duties of Assistant Secretaries. A. Should the Grand Secretary General be absent from duty, or unable or unwilling to perform the duties of the office, an Assistant Secretary designated either verbally or in writing by the National Grand Master General shall assume the official functions of the office. Should the Grand Secretary General take a planned absence from duty he or she shall designate in writing an Assistant Secretary to assume the responsibilities of the office for the duration of the Grand Secretary General's absence. Written notification may include any specific assignments, voting instructions or other directions as may be deemed necessary by the Grand Secretary General. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them by the Grand Secretary General or the National Supreme Council. B. Each Governing Body of the O.T.O. shall choose a secretary. Upon establishing reporting procedures satisfactory to the Grand Secretary General, such secretaries may be designated Assistant Secretaries of the O.T.O., and minutes of the meetings of the Governing Bodies to which they are attached may become a part of the central secretarial records of the O.T.O., subject to the procedures and authority of the Grand Secretary General and the National Supreme Council. Section 3.10. Grand Treasurer General. A. The Xø shall appoint a Grand Treasurer General from the Initiate Membership of the O.T.O. Subject to the provisions of Article XIII, the Grand Treasurer General shall: i. Have charge and custody of, and be responsible for, all funds and securities of the O.T.O., and deposit all such funds in the name of the O.T.O. in such banks, trust companies, or other depositories as shall be selected by the National Supreme Council; and ii. Receive, make proper record of, and issue receipt for moneys due and payable to the O.T.O. from any source whatsoever; and iii. Disburse or cause to be disbursed the funds of the O.T.O. as may be directed by the National Supreme Council, making proper accounting records for all disbursements; and iv. Keep and maintain adequate and correct accounts of the O.T.O.'s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses; and v. Exhibit at all reasonable times the books of account and financial records to any Director of the O.T.O., or to his agent or attorney, on request therefor; and vi. Render to any Director, on demand, an account of any or all transactions, and of the financial condition of the O.T.O.; and vii. Prepare, provide and attest by signature to the accuracy of quarterly and annual financial statements; and viii. If required by the National Supreme Council, give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the National Supreme Council may from time to time designate; and ix. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the O.T.O., by these Bylaws, or by the Constitution of the O.T.O., or which may be assigned to him or her from time to time by the National Supreme Council; and x. Preside over a Finance Committee comprised of treasury representatives from each of the Governing Bodies of the O.T.O. These representatives may or may not be Assistant Treasurers pursuant to Section 3.11. Section 3.11. Duties of Assistant Treasurers. A. Should the Grand Treasurer General be absent from duty, or unable or unwilling to perform the duties the of office, an Assistant Treasurer designated either verbally or in writing by the National Grand Master General shall assume the official functions of the office. Should the Grand Treasurer General take a planned absence from duty he or she shall designate in writing an Assistant Treasurer to assume the responsibilities of the office for the duration of the Grand Treasurer General's absence. Written notification may include any specific assignments, voting instructions or other directions as may be deemed necessary by the Grand Treasurer General. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them by the Grand Treasurer General or the National Supreme Council. B. If required by the National Supreme Council, Assistant Treasurers shall give a bond for the faithful discharge of their duties in such sum and with such surety or sureties as the National Supreme Council shall determine. They shall, in general, perform such duties as shall be assigned to them, from time to time, by the Grand Treasurer General or by the National Supreme Council. C. Each Governing Body of the O.T.O. shall choose a treasurer. Upon establishing reporting procedures satisfactory to the Grand Treasurer General, such treasurers may be designated Assistant Treasurers of the O.T.O., and financial reports to the meetings of the Governing Bodies to which they are attached may become a part of the central corporate financial records of the O.T.O., subject to the procedures and authority of the Grand Treasurer General and the National Supreme Council. Article IV Initiate Bodies Section 4.01. Definition. An Initiate Body of the O.T.O. is comprised of Initiate class members who are members of said Initiate Body, pursuant to the qualifications and initiatory degree prerequisites appropriate to their Initiate class of membership. Initiate Bodies have such responsibilities and privileges as may be determined, from time to time, by the Governing Body concerned. Section 4.02. Types of Initiate Body. Additional types of Initiate Bodies of the O.T.O. are determined by the National Grand Master General, and have such responsibilities and privileges as may be determined, from time to time, by the Governing Body concerned. Section 4.03. Camps. A. Camps of the O.T.O. are local bodies of minimum organization and plan. The master of a Camp should be at least Iø. Camps may or may not provide initiations. Camps have minimal reporting requirements to the Electoral College, which body has authority to open and close their operations and to appoint or dismiss the Master or Mistress of the Camp. B. Independent camps must demonstrate valid record keeping of any financial transactions in quarterly reports to Grand Lodge in order to maintain official standing, subject to the authority of the Grand Treasurer General. They must also maintain a valid contact address suitable for publication in order to maintain official standing, subject to the authority of the Grand Secretary General. Section 4.04. Oases. A. An Oasis provides the essential functions to the membership that are expected of a Lodge, such as fulfilling teaching responsibilities, performing initiations, and celebrating the Gnostic Catholic Mass. An Oasis must be led by an Initiate class member of O.T.O. with a Charter to initiate through the IIIø. All Oases report to the Electoral College, which body has authority to open and close their operations, and to appoint or dismiss the Master or Mistress of the Oasis. B. Independent Oases must demonstrate valid record keeping of any financial transactions in quarterly reports to Grand Lodge in order to maintain official standing, subject to the authority of the Grand Treasurer General. They must also maintain a valid contact address suitable for publication in order to maintain official standing, subject to the authority of the Grand Secretary General. Section 4.05. Lodges. A. A Lodge has all of the responsibilities of an independent Oasis, but in addition may be required to assist the Order in legal matters, including registering the Order in the jurisdiction in which it resides. In addition to teaching, performing initiations, and celebrating the Gnostic Catholic Mass, a Lodge is expected to be involved in research, writing, publishing and promulgation of the Law of Thelema in its region. B. A Lodge must be led by a Lodge Master or Mistress, an Initiate class member of O.T.O. of at least the Vø with a Charter to initiate through at least the IIIø, and should be physically equipped to perform initiations through Perfect Initiate. All Lodges report to the Electoral College, which body has authority to open and close their operations, and to appoint or dismiss the Master or Mistress of the Lodge. C. Lodges must demonstrate valid record keeping of any financial transactions in quarterly reports to Grand Lodge in order to maintain official standing, subject to the authority of the Grand Treasurer General. They must also maintain a valid contact address suitable for publication in order to maintain official standing, subject to the authority of the Grand Secretary General. Section 4.06. Knights of East and West. Members of the degree of Knight of the East and of the West devote their lives to the Establishment of the Law of Thelema. Section 4.07. Chapters of Rose Croix Vø. A. Initiate members of the Vø are responsible for the social welfare of the Order. This degree is symbolically that of beauty and harmony; it is the natural stopping-place of the majority of men and women; for to proceed farther involves renunciation of the sternest kind. B. In this degree the Most Wise Sovereign of each Chapter will appoint a committee of four persons, two men and two women, to arrange for all social gatherings, banquets, dances, the performances of plays, and similar pleasures. They will also endeavor to promote harmony among the Brethren in all possible ways, and to compose any disputes by tact and friendliness without formal appeal being made to any more authoritative tribunal. C. All Chapters report to the Supreme Grand Council, which body has the authority to open and close their operations and appoint or dismiss the Most Wise Sovereign of the Chapter. D. Chapters must demonstrate valid record keeping of any financial transactions and report them to Grand Lodge in order to maintain official standing, subject to the authority of the Grand Treasurer General. They must also maintain a valid contact address in order to maintain official standing, subject to the authority of the Grand Secretary General. Section 4.08. The Senate. Initiate members of the degree which lies between the Vø and the VIø, or Knight Hermetic Philosopher, Knight of the Red Eagle are eligible to volunteer for appointment to the Electoral College. Section 4.09. Commanderies of the Knights Templar VIø. A. The Knights Templar represent the temporal power of the Xø, and its members are Initiate members of the VIø Illustrious Knight Templar of the Order of Kadosch, and Companion of the Holy Graal. Each member is amenable to military discipline. Singly or in concert with their comrades, the Knights are vowed to enforce the decisions of the Xø. B. All Commanderies report to the Supreme Grand Council, which body has the authority to open and close their operations and appoint or dismiss the Grand Commander of the Commandery. C. Commanderies must demonstrate valid record keeping of any financial transactions in quarterly reports to Grand Lodge in order to maintain official standing, subject to the authority of the Grand Treasurer General. They must also maintain a valid contact address suitable for publication in order to maintain official standing, subject to the authority of the Grand Secretary General. Section 4.10. The VIIø Sovereign Grand Inspectors General. A. The Initiate members of the degree of VIIø are entitled Very Illustrious Sovereign Grand Inspectors General. Each has met such initiation prerequisites as the vesting of some real property in the Order, and the induction of 111 persons into Order membership. Either or both of these special prerequisites may be waived by special order from the Xø. In military language, the VIIø is the Great General Staff of the Army of the VIø. B. All members of the VIIø travel as Sovereign Grand Inspectors General of the Order and report on their own initiative to the Xø as to the condition of all Camps, Oases, Lodges, Chapters, and Commanderies. They also report to the Supreme Grand Council on all affairs of the Lovers Grade, and to the Electoral College on those of the Man of Earth Grade. Section 4.11. The Perfect Pontiffs of the Illuminati of the VIIIø. The initiate members of the VIIIø are known as Perfect Pontiffs of the Illuminati, and are obligated to practice the theurgy and thaumaturgy of their degree, and make a profound study of philosophy and its application to the principles of the Order. They may choose to serve as Perfect Epopts of the Secret Areopagus of the VIIIø, a philosophical Governing Body, pursuant to Article V. Section 4.12. The Revolutionaries. A. The Revolutionaries are two members of the Sovereign Sanctuary of the Gnosis of the IXø in the United States who volunteer to stand for election by the Electoral College, and are elected by the Electoral College pursuant to Section 5.03(D). They are charged with the duty of revolution within the Order. It is the business of these Revolutionaries constantly to criticize and oppose the acts of the Xø. Should he exhibit weakness they are empowered to appeal to the O.H.O. to depose him; but they, alone of all the Initiate members of the Order, are not eligible to the Succession. B. This Section 4.12 will become operative only in the following events: i. The O.H.O. is de jure, pursuant to Article XII, and: ii. The O.H.O. is not simultaneously the National Grand Master General of the United States of America. Section 4.13. The Sovereign Sanctuary of the Gnosis IXø. A. Initiate Members of the IXø are members of the Sovereign Sanctuary of the Gnosis. The IXø degree is synthetic, pursuant to Section 2.02(B)(v). B. The prime duty of its members is to study and practice the theurgy and thaumaturgy of the degree; but in addition they must be prepared to act as direct representatives of the Xø, radiating his light upon the whole world. Yet, from the nature of their initiation, they must veil their glory in a cloud of darkness. They move unseen and unrecognized among the youngest of us, subtly and loftily leading us into the holy ineffable mysteries of the True Light. C. Its members may volunteer to stand for election by the Electoral College as Revolutionaries, pursuant to Sections 4.12(A) and 5.03(D). Article V Governing Bodies Section 5.01. Definition. A Governing Body of the O.T.O. is comprised of Initiate class members who are appointed to said Governing Body by the National Grand Master General, pursuant to the qualifications, Initiate class degree prerequisites, terms, and appointment procedures set forth in this article. Section 5.02. Types of Governing Body. The Governing Bodies of the O.T.O. hold delegated responsibility from the National Grand Master General, as set forth below. Section 5.03. The Electoral College. A. This is the first of the governing bodies, properly speaking, and here we begin to insist upon Renunciation. The Electoral College consists of eleven persons holding the degree of Knight Hermetic Philosopher (Senate). It has full control of the affairs of the members of the Men of Earth Grade, appointing and removing Camp, Oasis and Lodge Masters or Mistresses at will. It has however no authority over the Chapters of Rose Croix of the Vø. B. Persons who wish to be appointed to the Electoral College by the Xø must volunteer for the office. The appointment is for eleven years. Volunteers must renounce for that period all further progress in the Order, except by specific waiver by the National Grand Master General. C. The chief executive of the Electoral College shall be the President, and is appointed or removed by the Xø. The President will summon the members of the Electoral College at the four seasons of the year, and if necessary at other times, when they will deliberate upon the affairs placed in their charge. All applications to pass to the Vø are subject to their approval. Appeal from their decisions may however be made to the Supreme Grand Council. D. Every eleven years, or in the case of a vacancy occurring, the Electoral College elects two members of the IXø who volunteer to stand for election to the Initiate Body termed the Revolutionaries, whose powers and duties are described in Section 4.12(A). E. The Electoral College shall give full hearing to reports from Initiate members of the degree of Sovereign Grand Inspector General VIIø as to the condition of affairs of the members of the Man of Earth Triad, pursuant to Section 4.10. F. Individual members of the Electoral College have the right to certify appeal of Grand Tribunal decisions to the Secret Areopagus. Section 5.04. The Grand Tribunal. A. The Grand Tribunal is composed of members of the degree of Grand Inquisitor Commander. In this degree every member has the right to a seat on the Grand Tribunal, which body decides all disputes and complaints which have not been composed by the Chapters of Rose Croix of the Vø, or the Lodge Masters. Its verdicts are without appeal, unless a member of the Electoral College gives approval to take the case to the Secret Areopagus of the VIIIø, pursuant to Section 5.06. All members of the Order, even of higher degrees, are subject to the Grand Tribunal. B. All disputes between members should be referred first to the Master(s) of their Lodge(s) or the Most Wise Sovereign(s) of their Chapter(s), as is appropriate to their degree of membership. If a resolution of the dispute is not arrived at in this manner, the dispute is to be referred to the Grand Tribunal, which may arbitrate thereon, and its decision is to be accepted as binding and final, subject to appeal pursuant to 5.06. C. The following types of disputes shall not require decision by the Grand Tribunal, but may be taken directly to the civil courts: i. Family and domestic disputes; or ii. Disputes where time is of the essence (in order to prevent damage or loss of legal recourse); or iii. Disputes considered de minimis by the Grand Tribunal; or iv. In response to any pending litigation matter. The National Supreme Council may, on its own authority, grant exemption from any consequences within the O.T.O. for pursuing a civil case. D. In the event a dispute remains unresolved pursuant to paragraphs A and B above, and such dispute does not qualify for exemption under paragraph C, then a member may apply to the Grand Tribunal for a hearing and a decision. Refusal to accept a decision of the Grand Tribunal may entail sanction by the Grand Tribunal, pursuant to Section 2.18. The Grand Tribunal may authorize the member or members to seek redress in the secular courts. E. Members of the O.T.O. agree to binding arbitration in the Grand Tribunal, except as provided herein, and as prohibited by law. Civil lawsuits between members of the Order, except as provided herein, are forbidden. Failure to comply with this rule may entail immediate sanction and loss of privileges. F. Any injury done by any person without the Order to any person within it may be brought before the Grand Tribunal, which will, if it deems right and fit, use all its power to redress the injury subject to the limits of applicable law. G. In the event of abuse of membership privileges, the member concerned, together with his or her sponsors, may be held strictly to account by the Grand Tribunal. H. The Grand Tribunal shall be presided over by the National Grand Master General. The rules and regulations for the conduct of the Grand Tribunal are subject to the approval of the Secret Areopagus and the National Supreme Council. Additionally, the O.T.O. shall take all reasonable steps to assure that all members of the O.T.O. are notified of and subscribe in writing to the binding arbitration and sanction clauses provided for herein. Section 5.05. The Supreme Grand Council. A. From the Initiate members of the VIIø, the Xø appoints the Supreme Grand Council. This Council is charged with the government of the whole of the Lovers Grade, and is presided over by the Xø. Each member is a Sovereign Grand Inspector General VIIø with responsibility for the welfare of all Initiate Bodies within their jurisdiction. The Supreme Grand Council shall: i. Hear and decide appeals of the decisions of the Electoral College, pursuant to Section 5.03(c); and ii. Hear reports of the Sovereign Grand Inspectors General VIIø as to the affairs of the Initiate members of the Lovers Grade, pursuant to Section 4.10. Section 5.06. The Secret Areopagus of the VIIIø. A. The Initiate members of the degree of Perfect Pontiff of the Illuminati of the VIIIø may choose to serve as Perfect Epopts of the Secret Areopagus of the Illuminati, a philosophical Governing Body. It has the power to reverse the decisions of the Grand Tribunal, should a member of the Electoral College approve the appeal. B. The Secret Areopagus is responsible for composing all conflicts between any of the governing bodies of the Order, and is charged with the duty of resolving such conflicts based upon the great principles of philosophy and of the Order. In the light of these great principles, it is responsible for drafting and approving all Amendments to the Bylaws of the Order, pursuant to Article XVI. C. All disputes between the various Guilds are argued before the Secret Areopagus, pursuant to Article VIII. D. The decisions of the Secret Areopagus of the VIIIø are without appeal. E. The Sanctuary of the Gnosis of the IXø must ratify all decisions of the Secret Areopagus of the Illuminati of the VIIIø. The form of ratification shall be tacit, unless otherwise specified by the National Grand Master General. F. The decisions of the Secret Areopagus shall be reported and documented to the satisfaction of the Grand Secretary General, who shall undertake the distribution of such decisions to the Sanctuary of the Gnosis in a timely fashion. If within thirty-one days of the Grand Secretary General's mailing of the decisions by first class mail to the Sovereign Sanctuary, greater than twenty-five percent (25%) of the members of the Sovereign Sanctuary have filed a written objection to the decision of the Secret Areopagus with the Grand Secretary General, the decision will be returned with summaries of the specific objections of the IXø members to the Secret Areopagus by the Grand Secretary General for readjudication. G. Should fewer than twenty-five percent (25%) of the members of the Sovereign Sanctuary file a written objection to a decision of the Secret Areopagus, it shall be considered tacitly ratified, and shall pass to the Throne of the National Grand Master General Xø for final approval or veto. H. Members of the Sanctuary of the Gnosis of the IXø are automatically entitled to a voting seat on the Secret Areopagus of the VIIIø. Four or more members of the U.S. Sovereign Sanctuary of the Gnosis of the IXø may notify the Grand Secretary General that they require an additional 31 days in order to review the issues set before them for ratification. Article VI Administrative Bodies (Directorsÿ20andÿ20theÿ20National Supreme Council) Section 6.01. Definitions. The National Supreme Council of the O.T.O. is comprised of Initiate class members holding the positions of Directors of the O.T.O. pursuant to the qualifications, initiatory degree prerequisites, terms, and appointment procedures set forth in this article. Section 6.02. Number. The O.T.O. shall have three (3) Directors and collectively they shall be known as the National Supreme Council. The number of Directors may be changed only by amendment of this Bylaw, or by the repeal of this Bylaw and adoption of a new Bylaw, as provided in Sections 5.06(B) and 16.02 of these Bylaws. Section 6.03. Use of Terms. The words ``Directors'' and ``Board'', as used in the Articles of Incorporation of this corporation or in these Bylaws in relation to any power or duty requiring collective action, mean ``National Supreme Council''. Section 6.04. Powers. Subject to the limitations contained in the Articles of Incorporation and these Bylaws, the Directors shall exercise the powers of the O.T.O., control its property, and conduct its affairs, except as otherwise provided by law. Section 6.05. Duties of Directors. A. It shall be the duty of the Directors to: i. Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by these Bylaws. ii. Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the O.T.O. iii. Supervise all officers, agents, governing bodies, and employees of the O.T.O. to assure that their duties are properly performed. iv. Meet at such times and places as required by these Bylaws. v. Require that special meetings of members be called whenever and as often as they deem necessary and whenever demanded by the required number of members as in these Bylaws provided. vi. Assure that new members shall continue to be admitted to the Initiate class of membership of the O.T.O. Section 6.06. Duties of the National Supreme Council. A. The powers, responsibilities and duties of the National Supreme Council shall be to: i. Conduct the Order's business management, legal affairs and public relations. ii. Coordinate the joint or separate meetings of the Governing Bodies of the Order. iii. Meet to act upon specified business normally appropriate to a Governing Body of the Order no less than thirty-one (31) days after receipt of a written request from the secretary of the body, who must simultaneously mail copies of the request to all members of the concerned body. iv. Meet to act to assume the official functions and transact any business normally delegated to a Governing Body of the Order should said body chronically fail in its delegated responsibilities. Such action requires thirty-one (31) days prior notification to all members of the affected body or bodies, and may only be initiated by unanimous decision of the National Supreme Council. v. Meet to act upon business requiring immediate emergency action in a matter appropriate to a Governing Body of the Order. Determination that the emergency condition exists requires a unanimous National Supreme Council decision. Normal prior notification requirements are waived in such emergencies only. Decisions made pursuant to Subsections (i) and (ii) are automatically effective upon due notice. Those decisions made pursuant to Subsections (iii-v) shall be binding until the next meeting of the Governing Body of the Order normally responsible for such a decision, at which time they become a part of the official minutes of said body, subject to their rules and Subregulations. Section 6.07. Qualifications. Any member of the O.T.O., over the age of eighteen (18), who has received at least the Minerval degree (0ø), and who has paid his or her current dues is qualified to be appointed a Director in these Bylaws. Section 6.08. Appointment to Office, Term, and Removal from Office. A. Each Director shall be a Grand Officer of the O.T.O. appointed to or removed from office, pursuant to Article III, and shall serve in office for the following terms: i. National Grand Master General Xø: Shall hold office for life, until his or her resignation, or until removal from office by the O.H.O. pursuant to Articles III and XII. ii. Grand Secretary General: Shall hold office until his or her resignation or removal from office by the National Grand Master General Xø, pursuant to Article III. iii. Grand Treasurer General: Shall hold office until his or her resignation or removal from office by the National Grand Master General Xø, pursuant to Article III. Section 6.09. Compensation. The compensation of Directors shall be in such sum, if any, as may be fixed from time to time by a majority of the voting members acting at a duly called and held meeting of the Secret Areopagus, or by written consent of a majority of the voting members of the Secret Areopagus ratifying a resolution of the National Supreme Council. Section 6.10. Place of Meeting. Meetings shall be held at the principal office of the O.T.O. or at such other place within or without the State of California as may from time to time be designated by resolution of the National Supreme Council. In the absence of such designation, meetings shall be held at the principal office of the O.T.O. Section 6.11. Use of Telephonic or Computerized Teleconferencing Aids in Meetings. Meetings of the National Supreme Council may be held by the use of telephone conference, or by the use of telecommunicating computer conferencing aids. The physical attendance of the required number of members in order to meet quorum requirements is not necessary as long as quorum can be met by the use of such telephonic or computerized teleconferencing aids. Section 6.12. Meetings of the National Supreme Council. The National Supreme Council shall meet not less than four times per year and more often as necessary. Section 6.13. Special Meetings of the National Supreme Council. Special meetings of the National Supreme Council may be called by the National Grand Master General, or if he or she is absent or is unable or refuses to act, by the Deputy National Grand Master General, or by any two Directors, and such meeting shall be held at the principal office of the O.T.O. or at such other place within or without the State of California as a majority of the National Supreme Council may consent to in writing. Section 6.14. Notice. The Grand Secretary General of the O.T.O., or other person designated by the National Grand Master General, shall deliver written or printed notice of the time and place of meetings of the National Supreme Council to each Director personally or by United States mail or telegram at least fourteen (14) days prior to the date of the meeting. If sent by mail or telegram, the notice shall be deemed to be delivered on its deposit in the United States mail or on its delivery to the telegraph company. Such notice shall be addressed to each Director at his or her address as shown in the membership book of the O.T.O. If the address of the Director is not shown and is not readily ascertainable, the notice shall be addressed to him or her at the city or place in which the meetings of Directors are regularly held. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place are fixed at the meeting adjourned. Section 6.15. Validation of Meeting Defectively Called or Noticed. The transactions of any meeting of the National Supreme Council, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each and every Director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Section 6.16. Conduct of Meetings. A. Except as otherwise expressly provided in these Bylaws, or in the Articles of Incorporation of this corporation, or by law, no business shall be considered by the National Supreme Council at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. However, a majority of the Directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the National Supreme Council. B. All meetings of Directors shall be governed by such rules as may be revised from time to time, insofar as such rules are not inconsistent or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with law. C. Meetings of Directors shall be presided over by the National Grand Master General, or in his or her absence by the Deputy National Grand Master General, or in the absence of both, by a chairman chosen by a majority of the Directors present. The Grand Secretary General of the O.T.O. shall act as Secretary of the National Supreme Council. In case the Grand Secretary General is absent from any meeting of Directors, the presiding officer may appoint any person to act as Secretary for the meeting. Section 6.17. Quorum. A quorum shall consist of two (2) Directors present in person or by proxy. No business requiring unanimous action shall be undertaken unless all members are present in person or by proxy. Section 6.18. Proxy. Any Director shall have the right to vote either in person or by written proxy executed by such person or his or her duly authorized agent and filed with the Grand Secretary General of the O.T.O. No proxy shall be valid after one year from the date of its execution unless otherwise provided for in the proxy. Section 6.19. Action by the National Supreme Council. A. Every act done or decided by a majority of the Directors present either in person or by proxy, at a meeting duly held at which a quorum is present is the act of the National Supreme Council, unless the law, the Articles of Incorporation of the O.T.O., or these Bylaws require a greater number. B. The National Grand Master General shall have the power to veto any action by the National Supreme Council, within ten (10) days of that action. C. If a Director absent from a meeting deems that a matter decided at that meeting pertains to that Director's area of responsibility, then that Director may require the return of the matter to the agenda of the next meeting. Section 6.20. Action by Unanimous Written Consent Without A Meeting. Any action required or permitted to be taken by the National Supreme Council under any provision of law may be taken without a meeting, if all members of the National Supreme Council shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the National Supreme Council. Such written consent shall have the same force and effect as the unanimous vote of such Directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the National Supreme Council without a meeting and that the Articles of Incorporation and the Bylaws to this corporation authorize the Directors to so act, and such statement shall be prima facie evidence of such authority. Section 6.21. Vacancies. A. Vacancies in the National Supreme Council shall exist: i. On the death, resignation, or removal of any Director; or ii. Whenever the number of Directors authorized is increased; or iii. Upon the failure of the National Grand Master General to appoint the full number of Directors authorized. Section 6.22. Declaration of Vacancy. A. The National Supreme Council may declare vacant the office of a Director: i. If he or she is declared of unsound mind by an order of court, or finally convicted of a felony; or ii. If within thirty-one (31) days after notice of his or her appointment he or she does not accept the office either in writing or by attending a meeting of the National Supreme Council. Section 6.23. Filling Vacancies by Directors. Vacancies caused by the death, resignation, or disability of a Director or Directors, or by his, her, or their removal as provided in these Bylaws, or by an amendment of the Articles of Incorporation or of these Bylaws increasing the number of Directors authorized shall be filled within thirty-one (31) days by appointment of a qualified Director, pursuant to Articles III and VI of these Bylaws. If the office of National Grand Master General falls vacant, the Deputy National Grand Master General shall serve until a successor as National Grand Master General is appointed pursuant to Articles III and XII. Section 6.24. Resignation Effective at Future Date. If the National Supreme Council accepts the resignation of a Director tendered to take effect at a future time, the National Grand Master General shall appoint a successor to take office when the resignation becomes effective. The resignation of the National Grand Master General, if accepted, shall take effect pursuant to the provisions in Articles III and XII. Section 6.25. Reduction of Number. A reduction of the authorized number of Directors does not remove any Director prior to the expiration of his or her term of office. Section 6.26. Nonliability of Directors. The Directors of the O.T.O. shall not be personally liable for the debts, liabilities, or other obligations of the corporation. Section 6.27. Indemnity by the O.T.O. A. Should any person be sued, either alone or with others, because he or she was or is a Director, officer, or employee of the O.T.O., in any proceeding arising out of his or her alleged misfeasance or nonfeasance in the performance of his or her duties or out of any alleged wrongful act against the corporation or by the corporation, indemnity for his or her reasonable expenses, including attorney's fees incurred in the defense of the proceeding, may be assessed against the corporation, its receiver, or its trustee, by the court in the same or a separate proceeding if: i. The person sued is successful in whole or in part, or the proceeding against him or her is settled with the approval of the court; and ii. The court finds that his or her conduct fairly and equitably merits such indemnity. The amount of such indemnity shall be so much of the expenses, including attorney's fees, incurred in the defense of the proceeding, as the court determines and finds to be reasonable. Article VII Charters and Authorizations Section 7.01. Issuance of Charters for Initiate Bodies. Written Charters evidencing specific authority to operate Initiate Bodies of the Order as defined in Article IV, shall from time to time be issued on the recommendation of the Governing Body concerned as defined in Article V, and recognized by the Administrative Body concerned as defined in Article VI. All Charters require the authorization, signature and seal of the National Grand Master General and of the presiding officer of the Governing Body concerned. Charters shall bear the date of issue, specify the nature of the Initiate Body and its official name or designation, specify the member responsible for the Initiate Body, and, if applicable, the location and territory in which the body may operate. Section 7.02. Acceptance of Charters for Initiate Bodies. Conduct of official Order business within the precincts of the Initiate Body shall be construed to constitute acceptance of any terms and conditions imposed by the Governing Body concerned pursuant to Articles V or VI, or required by the Grand Officer or Administrative Body concerned pursuant to Articles III or VI, whether in effect at the time of issuance or issued subsequently, provided; however, that such terms and conditions are communicated through publication or other appropriate form of notification. Section 7.03. Suspension and Revocation of Charters for Initiate Bodies. A. Should the responsible Governing Body determine that an Initiate Body no longer serves the function for which it was originally chartered such Governing Body may amend, suspend or revoke the original Charter pursuant to Articles IV and V. B. Should the Grand Secretary General determine that the Initiate Body has failed to maintain a functional address, consistently fail to provide reports necessary, or consistently fail to respond to official communications, he or she may remove the Initiate Body from the Order's list of Initiate Bodies, suspend the Initiate Body, and recommend that the Governing Body responsible for the Initiate Body's Charter review its official status pursuant to Articles IV and V. C. Should the Grand Treasurer General determine that: i. an Initiate Body has consistently failed to file timely financial reports or remit any appropriate funds, or consistently failed to respond to official requests for settlement of financial irregularities; and/or, ii. the individual member holding a Charter for an Initiate Body incurs financial bad report for nonpayment of membership dues; then the Grand Treasurer General may issue a direct order to the Initiate Body to suspend all operations due to financial bad report. The Grand Treasurer General shall in such an action request that the Grand Secretary General remove the Initiate Body from the Order's list of Initiate Bodies, and recommend that the Governing Body responsible for the Initiate Body's Charter review its official status pursuant to Article VIII. D. A National Supreme Council officer, and/or a representative of an Initiate Body under a pending or effective suspension pursuant to (i-ii) above, may request adjudication by the National Supreme Council. E. The National Grand Master General may suspend, amend or revoke any Charter upon his own authority, and may from time to time delegate such authority by written authorization. F. The President of the Electoral College may suspend any Charter for a Camp, Oasis or Lodge upon his or her own authority upon written notification to the Initiate Body suspended, and to the National Supreme Council. G. The Sovereign Grand Inspectors General of the VIIø may suspend, amend or revoke any Charter if issued specific authorization by the National Grand Master General. Section 7.04. Charters Authorizing Initiation Powers. A. The ultimate responsibility for initiating all grades, degrees, classes or sub-classes of initiated membership in the O.T.O. in the United States of America vests in the National Grand Master General Xø, which authority is held by delegation from the O.H.O. B. Induction of non-members or Associate members into initiate membership in O.T.O. must be accomplished by physical performance of the approved Minerval initiation ritual (0ø) by a member of O.T.O., in good standing, and in possession of a valid Charter authorizing the individual to perform the initiation. C. Charters authorizing the performance of other initiations to other degrees may be issued to a qualified initiate member on the recommendation of the Supreme Grand Council or Electoral College, pursuant to Articles IV and V. D. All Charters shall bear the date of issue, specify the exact degree or range of degrees of initiation authorization, and require the authorization, signature and seal of the National Grand Master General. Performance of initiations by authority of a Charter to initiate shall constitute acceptance of any terms and conditions imposed upon the exercise of such authority to initiate, at the time of issuance or subsequently, provided that such terms and conditions are communicated through official publication or written communication. Section 7.05. Revocation or Amendment of Charters to Initiate. A. The National Grand Master General may issue, extend, withhold, revoke, suspend, reinstate or amend the terms and conditions of any such Charter to initiate upon his own authority. In the event of the National Grand Master General's death, resignation or removal, all initiations should cease until a new National Grand Master General is appointed. B. The newly-appointed National Grand Master General shall review all Charters to initiate upon appointment, and all persons holding Charters to initiate shall be required to advise the new National Grand Master General of their prior initiatory authority, under penalty of forfeiture of initiatory rights within the O.T.O. C. In the event a new National Grand Master General is not appointed within ninety-three (93) days, then the emergency provisions of Section 12.04 become effective. Article VIII Guilds Section 8.01. Definition. Within the Order, irrespective of grade, stands an independent Parliament of the Guilds. The members of each craft, trade, science, or profession form themselves into a Guild, make their own regulations, and prosecute their own good in all matters pertaining to their labor and means of livelihood. Section 8.02. Representation to the Governing Bodies of the Order. Each Guild chooses the member most eminent in it to represent it before the Secret Areopagus of the VIIIø; and all disputes between the various Guilds are argued before that Body. Section 8.03. Governance of Guilds. The Secret Areopagus shall from time to time designate the manner in which Guilds are opened, operated and dissolved, together with such other matters as may be applicable. Article IX Ecclesiastical Membership Section 9.01. Definition. A. All aspects of the O.T.O. are religious in character, and the use of the term ``ecclesiastical'' to identify the class of membership defined in this article should not be construed to signify that other aspects of the O.T.O. are not ecclesiastical or religious in character. B. The term ``ecclesiastical'' is used to signify membership in the Ecclesia Gnostica Catholica within the O.T.O. due to traditional historical usage. C. Ecclesiastical membership in O.T.O. does not confer Associate, Initiate, Governing or Administrative membership, or alter their exercise where they may otherwise exist. Members of the Ecclesiastical (also hereinafter referred to as ``Church'') membership are members of the Ecclesia Gnostica Catholica, or Gnostic Catholic Church, within the O.T.O. Section 9.02. Subclasses of Church Membership. There are four recognized subclasses of Church membership, the Father (or Mother) of the Church, the Bishops, the Priests and Priestesses, and the Deacons. Section 9.03. The Father (or Mother) of the Church. The Father (or Mother) of the Church is the O.H.O., regardless of the country in which the Gnostic Catholic Church is established. Succession to the office of O.H.O. conveys a valid and documented apostolic succession. Section 9.04. The Bishops. A. For the purposes of the limited definition used herein in the context of the Gnostic Catholic Church within the O.T.O., the Bishops of the Gnostic Catholic Church are men or women who are recognized by the Father (or Mother) of the Church as holding a valid and documented apostolic episcopal succession, which authority they apply in the furthering of the Law of Thelema through their ministry. B. Bishops from affiliated or distant branches of the Gnostic Catholic Church with or without an historical connection with the O.T.O. may affiliate with the O.T.O. upon mutual recognition. C. Bishops within the Ecclesiastical class of membership in the O.T.O. may exercise their traditional prerogative to ordain priests, priestesses and deacons upon their own recognizance. For Priests, Priestesses and Deacons to be accorded the status of Member under Section 9.02, their ordination must be reported to and recorded by the Grand Secretary General. Those Bishops regularly providing public performance of the Gnostic Catholic Mass, and providing religious services to their congregation on a weekly basis, may apply to the National Supreme Council of the O.T.O. for recognition of ministerial status within the O.T.O. They will then be assisted by the O.T.O. in undertaking such legal registrations as are necessary within their State of residence to permit them to serve their congregation by performing marriages, baptisms, last rites and other religious functions. Such registrations require the review of the National Supreme Council of the O.T.O. if any part of the Bishop's authority to undertake such registration is derived from his or her Ecclesiastical membership within the O.T.O. Section 9.05. The O.T.O. Gnostic Catholic Mass. A. The Gnostic Catholic Mass (Liber XV) is the central ritual, public and private, of the O.T.O., and is the O.T.O.'s principal rite of religious celebration that is performed on a regular basis within our official bodies. B. The Father (or Mother) of the Church has the authority to modify the Gnostic Catholic Mass to suit special functions and occasions, to set recommended guidelines for its proper performance, and to issue recommendations for the preparation of the sacraments. Article X Subordinate Bodies Section 10.01. Standing Committees. A. Standing committees may be designated from time to time by resolution of the National Supreme Council. The National Supreme Council shall designate or approve: i. The duties, functions, powers, and authority, if any, of the committee. ii. The rules and regulations for its government and procedure. iii. The manner of selecting chairpersons and members. iv. The qualifications, if any, of chairpersons and members. v. The number of members. vi. The terms of office, manner of removal, and manner of declaring and filling vacancies. vii. Any other provision the National Supreme Council deems desirable. Section 10.02. Ad Hoc Committees. Ad Hoc committees for specific purposes or activities may be designated from time to time by the National Supreme Council or its duly authorized Governing Body or agent. Section 10.03. Chartered Bodies. The National Grand Master General may from time to time Charter subsidiary orders, societies, co-fraternities, etc., for the purpose of specializing the diverse aims and functions of the O.T.O. The purpose, powers, authority, and duties of such chartered bodies shall be set forth in their Charters. In all other regards, the rules and regulations of such chartered bodies, their membership, government, and procedures shall be from time to time designated or approved by resolution of the National Supreme Council, and pursuant to Article VII. Section 10.04. Ultimate Control. No committee shall adopt any rule, regulation, government, membership, or procedure that is contrary to or inconsistent with the law, the Articles of Incorporation of the O.T.O., these Bylaws, the Constitution of the O.T.O., or any rule or regulation of the National Supreme Council. The National Supreme Council shall at all times retain ultimate authority and control over any said committee, pursuant to Article VI. Section 10.05. Subsidiaries. The O.T.O. may own or control, in whole or part, any subsidiary corporation or association. Section 10.06. Traditional Influences. A. The O.T.O. traditionally incorporates the wisdom and knowledge of the following bodies: i. The Order of the Knights of the Holy Ghost; ii. The Order of the Illuminati; iii. The Order of the Temple (Knights Templar); iv. The Order of the Knights of St. John; v. The Order of the Knights of Malta; vi. The Order of the Knights of the Holy Sepulchre; vii. The Hidden Church of the Holy Graal; viii. The Hermetic Brotherhood of Light; ix. The Holy Order of Rose Croix of Heredom; x. The Order of the Holy Royal Arch of Enoch; xi. The Antient and Primitive Rite of Masonry (33 degrees); xii. The Rite of Memphis (97 degrees); xiii. The Rite of Mizraim (90 degrees); xiv. The Ancient and Accepted Scottish Rite of Masonry (33 degrees); xv. The Swedenborgian Rite of Masonry; xvi. The Order of the Martinists; and xvii. The Order of the Sat Bhai. The O.T.O. does not include the A.'.A.'., with which august body it is, however, close alliance. B. Nothing in this section should be construed to assert that the O.T.O. necessarily holds any exclusive title or control over particular traditional bodies, other than those which may be from time to time mutually recognized. Article XI Meetings of Members Section 11.01. Meetings. Regular meetings of members shall be held at such times and places, and shall be conducted in such manner as the National Supreme Council or its duly authorized Governing Body or agent may from time to time designate. Section 11.02. Annual Joint Meeting of Administrative and Governing Bodies. A. The Administrative and Governing Bodies shall meet annually on or about the Spring Equinox, at a time determined by the National Supreme Council, for the purpose of receiving reports on the past year's business from each of the Governing Bodies of the Order, and transacting such other business as may come before the meeting. B. The Administrative and Governing Bodies participating in the annual Joint Meeting of Governing Bodies may include the Secret Areopagus, the Supreme Grand Council, the Grand Tribunal, and the Electoral College, each meeting separately and reporting to the National Supreme Council, which may also meet at such time. The schedule of meetings shall be prepared by the Grand Secretary General in consultation with the secretaries of each of the Governing Bodies. Section 11.03. Place. The annual Joint Meeting of Administrative and Governing Bodies shall be held at the principal office of the O.T.O. or at such other place within or without the State of California as may be designated from time to time by resolution of the National Supreme Council. Section 11.04. Special Meetings of the Secret Areopagus. Special meetings of the Secret Areopagus shall be called by the National Grand Master General, by the Grand Secretary General, by any two Directors of the O.T.O., or by members of the Secret Areopagus holding not less than twenty-five percent (25%) of the voting power of the Secret Areopagus, pursuant to Section 11.11. Such meetings shall be at such time and place within or without the State of California as may be ordered by majority resolution of the National Supreme Council. Section 11.05. Notice of Meetings. Written or printed notice of the time and place of every special meeting and annual meeting shall be delivered personally to each member entitled to vote or sent to him or her by United States mail, postage prepaid, or by telegram, at least thirty-one (31) days prior to such meeting. If sent by mail or telegram, the notice shall be addressed to the member at his or her address as shown on the books of the corporation and shall be deemed given at the time it is deposited in the mail or delivered to the telegraph company. The notice shall be given by the Grand Secretary General or other person designated by the National Grand Master General. On the neglect or refusal of the person charged with giving notice, any Director or member of the Secret Areopagus shall give the required notice. For the purpose of giving the required notice, the person giving notice shall be given access to the membership books of the O.T.O. at its principal office during regular business hours. Section 11.06. Contents of Notice. Notice of meetings of Governing Bodies shall specify the place, the day, and the hour of the meeting and, in the case of special meetings, the general nature of the business to be transacted. Section 11.07. Quorum. A quorum shall consist of two-thirds of the voting members, present either in person or by proxy. Section 11.08. Adjournment for Lack of a Quorum. In the absence of a quorum, any meeting of the members may be adjourned from time to time by the vote of a majority of the voting members present in person or by proxy, but no other business shall be transacted. Section 11.09. Notice of Adjourned Meeting. When a meeting is adjourned for thirty-one (31) days or more, notice of the adjourned meeting shall be given as in the case of the original meeting. When a meeting is adjourned for less than thirty-one (31) days, it is not necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted thereat other than by announcement at the meeting at which the adjournment is taken. Section 11.10. Loss of Quorum. The members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum. Section 11.11. Voting. Each member holding the Governing class degree of VIIIø Epopt of the Secret Areopagus is entitled to one vote on each matter submitted to a vote of the Secret Areopagus. Voting at duly held meetings shall be by voice vote unless a member entitled to vote demands that the vote be by ballot, in which event the vote shall be by ballot. Section 11.12. Voting by Mail. Any vote, including the Amendment of the Articles of Incorporation or the Bylaws, may be conducted by mail in such manner as the National Supreme Council may from time to time designate. Section 11.13. Fractional Votes. No single vote shall be split into fractional votes. Section 11.14. Cumulative Voting. No member entitled to vote may cumulate his or her votes. However, each member entitled to vote, shall be entitled to cast one vote on each ballot per office or issue as set forth in Section 11.09 of these Bylaws. Section 11.15. Proxy Voting. A. Members entitled to vote shall have the right to vote either in person, or by a written proxy executed by such person or his or her duly authorized agent and filed with the Grand Secretary General of the O.T.O. Except as otherwise expressly provided in these Bylaws, no proxy shall be valid after one year from the date of its execution. B. Written proxies may contain specific binding instructions for voting per office or issue. C. Proxy-holders to Governing Bodies must meet the minimum Initiate degree requirements necessary for holding a position on that Governing Body, unless specific exception is made by the National Grand Master General. Where no suitable proxy-holder may be found, proxies may be addressed to the secretary of the Governing Body who shall vote the member's proxy in accordance with any written instructions. Section 11.16. Conduct of Joint Meetings of the Governing Bodies and of Meetings of the Secret Areopagus of the VIIIø. A. Joint Meetings of the Governing Bodies, and the meetings of the Secret Areopagus of the VIIIø, shall be presided over by the National Grand Master General of the O.T.O., or, in his or her absence, by the Deputy National Grand Master General. In the absence of both, the meetings shall be presided over by a chairperson chosen by a majority of the members of the Secret Areopagus present in person or by proxy. The Grand Secretary General of the O.T.O. shall act as Secretary of all meetings of the Secret Areopagus of the VIIIø, providing that in his or her absence the presiding officer shall appoint another person to act as Secretary of the meeting. B. Notwithstanding Subsection (A) above, meetings of Governing Bodies of the O.T.O. shall customarily be presided over by the appropriate presiding officer pursuant to Article V. In the absence of the presiding officer, the meeting shall be presided over by a chairperson chosen by a majority of the voting members present in person or by proxy. The secretary of the Governing Body shall act as Secretary of all meetings of the Governing Body, provided that in his or her absence the presiding officer shall appoint another person to act as Secretary of the meeting. C. Special meetings of the Secret Areopagus, and the Joint Meetings of the Governing Bodies, shall be governed by such rules of order as may be adopted by majority vote, insofar as such rules of order are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of the O.T.O., or with the law. D. Notwithstanding any other provision of these Bylaws, no person having voting rights on the Secret Areopagus of the VIIIø may be deprived of that voting right except by reason of suspension, expulsion, resignation or official inactive status. Section 11.17. Written Consents. Whenever the law, the Articles of Incorporation of the O.T.O., or these Bylaws authorize members to give their written assent or consent to action of the O.T.O. in lieu of attending and voting at duly held meetings, such written consents may be given by, and shall be accepted from persons who are voting members, as shown by the books of the O.T.O., at the time their consents are given, or their proxies. Any member giving written consent, or his or her proxy, may revoke the consent prior to the time that written consents of the number required to authorize the proposed action have been filed with the Grand Secretary General of the O.T.O., but may not do so thereafter. Article XII International Provisions. Section 12.01. Definition. A. The international officers of the O.T.O. are responsible for coordinating the expansion, management and growth of the O.T.O. in every country of the world. The three principal International Officers of the O.T.O. are collectively known as the International Supreme Council, or Executive Committee, and comprise: i. The Outer Head of the Order (O.H.O.), Frater Superior, or Caput Ordinis. ii. The Secretary General (or Cancellarius). iii. The Treasurer General (or Qaestor). B. The Secretary General and Treasurer General are appointed and may be removed by the O.H.O. They may or may not serve in the additional capacities of Grand Secretary General or Grand Treasurer General of any national section of the O.T.O. C. In addition, the O.H.O. may appoint an international Cabinet of Advisors of up to twelve members. The O.H.O., Secretary General and Treasurer General are ex-officio members of the Cabinet. Section 12.02. Office. The principal office of the International O.T.O. for the transaction of its business shall be known as the Central Office, or International Headquarters, and shall be located in such place within or without the United States as may be designated by the International Supreme Council. Section 12.03. Outer Head of the Order. A. As used in these Bylaws, the Outer Head of the Order is the International Head of the O.T.O. with ultimate responsibility for the welfare, continued international growth and expansion and overall management of the O.T.O. worldwide. B. The O.H.O., his powers, responsibilities and functions are more fully defined in the Constitution of the O.T.O., last revised on January 22, 1917 EV. C. The O.H.O. has the power to appoint and remove at will any Initiate class member of the O.T.O. to the administrative office of National Grand Master General for any country, providing that the Initiate member is a resident of that country. D. The O.H.O. may, or may not, at his or her sole discretion, hold the administrative office of National Grand Master General for a country. E. The O.H.O. may be removed from office by the unanimous vote of all National Grand Masters General Xø. A convocation of National Grand Masters General to consider the removal of the O.H.O. may be called by 25% of the membership of the National Grand Masters General. Such a convocation requires written notification of the O.H.O., Secretary General and Treasurer General, as well as all National Grand Masters General. Such convocations must be held within 31 days of the mailing of official notifications. Upon receipt of the notification of such a convocation, the O.H.O.'s powers to appoint new National Grand Masters General are suspended for 31 days, or until the convocation is met and a decision reached. Such convocations may not be called more than once per year. Should the O.H.O. hold the additional office of National Grand Master General Xø for any country, he or she is ineligible to vote in the matter of his or her removal from the office of O.H.O., but has the right to attend the convocation. F. The national Bylaws or Articles of Incorporation of any national section of the O.T.O., and any amendments thereto, must be approved by the O.H.O. G. The O.H.O. shall appoint his or her successor to the office, with such succession to take effect immediately upon the O.H.O.'s death, resignation or removal. The letter of appointment shall be left at all times with the O.H.O.'s attorney. H. The O.H.O. defined in this Section is referred to as a de jure O.H.O. I. The term O.H.O., as used in these Bylaws, means the de jure O.H.O. or the Acting O.H.O. pursuant to this Article XII and these Bylaws. Section 12.04. Acting Outer Head of the Order. A. In the absence of a de jure O.H.O., as defined in Section 12.03(A-H), the term O.H.O. as used in these Bylaws shall mean the Acting Outer Head of the Order (Acting O.H.O.) recognized by the United States Grand Lodge. The Acting O.H.O. shall have all powers, responsibilities and duties appropriate to the O.H.O., except as herein provided. B. The Acting O.H.O. shall exercise the powers of the O.H.O. in fostering and authorizing initiations in any country, working to develop semi-independent national O.T.O. sections by appointing Initiate class members of the O.T.O. resident in any country to any appropriate administrative office, up to and including National Grand Master General Xø for the country. C. The national Bylaws or Articles of Incorporation of any national section of the O.T.O., and any amendments thereto, must be approved by the Acting O.H.O. D. Once the Acting O.H.O. has established five (5) independent national sections under the governance of appointed National Grand Masters General, the National Grand Masters General shall have the power to convene an election of a de jure O.H.O., by simple majority. If this meeting is not held within a year and a day after the appointment of the fifth National Grand Master General, then the acting O.H.O. shall have the power to call it. E. The de facto O.H.O., or O.H.O. pro tempore, as referred to in these Bylaws means Acting O.H.O. Section 12.05. Caliph. The Acting O.H.O. for the O.T.O., as defined in Section 12.03, is the Caliph. The Caliph succeeded to the office of Caliph by election by the membership of the Sovereign Sanctuary of the Gnosis of the IXø, pursuant to the directions concerning the succession to that office embodied in a prior revision of the Bylaws of this corporation, and accordance with the Last Will and Testament of the previous Caliph, Grady Louis McMurtry (Hymenaeus Alpha). Section 12.06. Elector Ninths. All members of the Sovereign Sanctuary of the Gnosis of the IXø registered with the Grand Secretary General during the roll call of members of the Special Convocation of the Sovereign Sanctuary of the IXø on September 21, 1985, and still active members of the O.T.O. shall be herein referred to as the Elector Ninths. Section 12.07. Removal of Acting O.H.O. or Caliph. A. The Acting O.H.O. or Caliph may be removed from office by the unanimous vote of all Elector Ninths, less one member. A convocation of Elector Ninths to consider the removal of the Acting O.H.O. may be called by 25% of the membership of the Elector Ninths. Such a convocation requires written notification to the Acting O.H.O., Secretary General, Treasurer General, U.S. Grand Secretary General, U.S. Grand Treasurer General, as well as all Ninths and all National Grand Masters General Xø. Such convocations must be held within 31 days of the mailing of official notifications by the Secretary General. Upon receipt of the notification of such a convocation, the Acting O.H.O.'s powers to appoint National Grand Masters General Xø are suspended for 31 days, or until the convocation has met and reached a decision. Such convocations may not be called more than once per year. B. All notifications required by the above paragraph shall be given by the Secretary General, or upon his or her refusal or failure to act, such notice shall be given by any Elector Ninth, who, for this purpose, shall have right of access to the mailing addresses of all parties requiring notification pursuant to this Section, notwithstanding any provisions concerning security of addresses in these Bylaws. All notifications shall be given by certified mail, or by the best means possible. C. Any other members of the international Sovereign Sanctuary of the Gnosis of the IXø, and any National Grand Masters General Xø, shall have the right to attend the convocation as non-voting members. D. Once the number of Elector Ninths has dropped to less than six members, the Elector Ninths as a special category of membership shall be dissolved automatically, and all powers of removal and review shall transfer to the National Grand Masters General of the Xø pursuant to Section 12.03. E. In the event of the removal of the Acting O.H.O. by the Elector Ninths, the Elector Ninths must elect a new Acting O.H.O. within ninety-three (93) days. F. In the absence of a de jure O.H.O., and in the absence of at least five Xø, and should the Elector Ninths be dissolved, then the Sovereign Sanctuary of the Gnosis IXø as a whole shall convene within ninety-three (93) days to form a new convocation of Elector Ninths, and hold a new election for Acting O.H.O. Article XIII Execution of Instruments, Deposits,ÿ20and Funds. Section 13.01. Execution of Instruments. The National Supreme Council, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the O.T.O., and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the O.T.O. by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or amount. Section 13.02. Checks and Notes. Except as otherwise specifically determined by resolution of the National Supreme Council, as provided in Section 11.01, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidences of indebtedness of the corporation shall be signed by the Grand Treasurer General or, if the Grand Treasurer does not sign, then by a specifically authorized Assistant Treasurer if countersigned by one (1) other Director of the O.T.O. Section 13.03. Deposits. All funds of the O.T.O. shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositaries as the National Supreme Council may elect. Section 13.04. Gifts. The National Supreme Council may accept on behalf of O.T.O. any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation. Article XIV Corporate Records, Reports,ÿ20andÿ20Seal Section 14.01. Minutes of Meetings. A. The O.T.O. shall keep at its principal office, or at such other place as the National Supreme Council may order, a book of minutes of all meetings of Directors and of all meetings of the Secret Areopagus, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice give, the names of those present at Director's meetings, the number of members present or represented at meetings of the Secret Areopagus, and the proceedings thereof. B. Those Governing Bodies of the O.T.O. with an Assistant Secretary appointed by the National Supreme Council shall file minutes of the meetings of the Governing Body with the Grand Secretary General. Section 14.02. Books of Account. The O.T.O. shall keep and maintain adequate and correct accounts of its properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. Section 14.03. Records Available to Assessor. On request of an assessor appointed by the O.H.O., the National Grand Master General, National Supreme Council, the Secret Areopagus or by a proper order of a court of law in cognizance of this corporation's First Amendment rights under the U.S. Constitution, the O.T.O. shall make available at its principal office in California or at a place mutually acceptable to the assessor and the O.T.O. a true copy of its business records relevant to the amount, cost, and value of property, subject to local assessment, which it owns, claims, possesses, or controls within the county. Section 14.04. Inspection of Records. A. The books of account shall at all reasonable times be open to inspection by any Director. Every Director except as provided in Section 2.13 of these Bylaws, shall have the absolute right at any reasonable time to inspect all books, records, documents of every kind, and the physical properties of the corporation. Such inspection may be made in person or by agent or attorney, and the right of inspection includes the right to make written extracts or photocopies. B. This right of inspection specifically excludes material of a religious nature, whether archival or otherwise, that pertains to an Initiate class of membership not possessed by the Director exercising his or her right of inspection under this Section, in the sole judgment of the National Grand Master General. Section 14.05. Annual Report and Financial Statement. The National Supreme Council may provide for the preparation and submission to the members of a written annual report including a financial statement. Such report, if required by the National Supreme Council, shall summarize the corporation's activities for the preceding year. The financial statement shall consist of a balance sheet as of the close of business of the O.T.O.'s fiscal year, contain a summary of receipts and disbursements, be prepared in such manner and form as is sanctioned by generally-accepted accounting principles, and be certified by the Grand Treasurer General. If authorized by the National Supreme Council, the annual report may be submitted for review or audit by a certified public accountant. Section 14.06. Corporate Seal. The National Supreme Council may adopt, use and at will, alter, a corporate seal. Such seal, if adopted, may be affixed to all corporate instruments, but failure to affix it shall not affect the validity of any such instrument. Article XV Fiscal Year Section 15.01. Fiscal Year. The fiscal year of the O.T.O. shall begin on the first day of March and end on the last day of February in each year. Section 15.02. Annual Budget. The National Supreme Council may from time to time direct the Grand Treasurer General to prepare an annual budget for the O.T.O. Article XVI Bylaws Section 16.01. Effective Date of Bylaws. These Bylaws shall become effective immediately on their adoption. Amendments to these Bylaws shall become effective immediately on their adoption unless the National Supreme Council and the Secret Areopagus, in adopting them, provide that they are to become effective at a later date. Section 16.02. Amendment. A. Subject to any provision of law applicable to the amendment of Bylaws of non-profit religious corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted as follows: i. By the vote of at least a two-thirds majority of Directors present or represented at any regular or special meeting of Directors at which a quorum is present, provided that written notice of such meeting and of the intention to change the Bylaws thereat is delivered to each Director at least fourteen (14) days prior to the date of such meeting, as provided in Article VI of these Bylaws, or by the written consent of all Directors without a meeting as also provided in Article VI of these Bylaws; and ii. By the vote or written assent of at least seventy-five percent (75%) of the Secret Areopagus, at an annual or special meeting of the Secret Areopagus, duly called and noticed, at which a quorum as specified in Article XI hereof, is present either in person or by proxy; and iii. Provided that any such amendments are duly ratified by the Sovereign Sanctuary of the IXø, pursuant to Section 5.06; and iv. Provided that any such amendments are duly adopted by a two-thirds vote of the National Supreme Council; and v. Provided that such amendments have the final approval of the O.H.O., who holds veto power over any amendments to Bylaws. Section 16.03. Certification and Inspection. The original, or a conformed copy, of the Bylaws as amended to date, certified by the Grand Secretary General of the O.T.O., shall be recorded and kept in a book which shall be kept in the principal office of the O.T.O., and such book shall be open to inspection by the members at all reasonable times during office hours. Article XVII Voting Shares Held by Corporation Section 17.01. The Grand Secretary General of this corporation, or in his or her absence or on his or her refusal or inability to act, such other officer as may be designated by resolution of the National Supreme Council, shall have the power and authority on behalf of this corporation to vote in person or by proxy all shares of any corporation standing in the name of this corporation and shall, on behalf of the O.T.O., at any shareholders' meeting, subject to the instructions of the National Supreme Council. Article XVIII Investments Section 18.01. Investments. The O.T.O. shall have the right to retain all or part of any securities or property acquired by it in whatever manner, and to invest and reinvest funds held by it, according to the judgment of the National Supreme Council, without being restricted to the class of investments which a trustee is or may hereafter be permitted by law to make or any similar restriction, provided, however, that no action shall be taken by or on behalf of the corporation if such action is a prohibited transaction under Sections 4941 through 4945 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws. Article XIX Prohibition Against Sharing Corporateÿ20Profitsÿ20andÿ20Assets. Section 19.01. No member, Director, officer, employee, or other person connected with this corporation, or any other private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the O.T.O., provided, that this provision shall not prevent payment to any such person of reasonable compensation for services rendered to or for the O.T.O. in effecting any of its purposes as shall be fixed by resolutions of the National Supreme Council; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the O.T.O. All members of the corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, whether voluntary or involuntary, the assets of the corporation, after all debts have been satisfied, then remaining in the hands of the National Supreme Council shall be distributed as required by the Articles of Incorporation of this corporation and not otherwise. Article XX Distribution of Income andÿ20Prohibitedÿ20Transactions. Section 20.01. A. Notwithstanding any other provision in these Bylaws, the corporation shall be subject to the following limitations and restrictions: i. The O.T.O. shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1954. ii. The O.T.O. shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1954. iii. The O.T.O. shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code of 1954. iv. The O.T.O. shall not make any investments in such manners as to subject it to tax under Section 4944 of the Internal Revenue Code of 1954. v. The O.T.O. shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1954. Article XXI Construction Section 21.01. A. As used in these Bylaws: i. The present tense includes the past and the future tenses, and the future tense includes the present. ii. The masculine gender includes the feminine and neuter. iii. The singular number includes the plural, and the plural includes the singular. iv. The word ``shall'' is mandatory and the word ``may'' is permissive. v. The words ``Directors'' and ``Board'' have the meaning stated in Article VI of these Bylaws.