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Their secret passwords and handshakes haven't changed in centuries, but time is taking its toll on the men called Free and Accepted Masons.

The shadowy fraternal organization, long known for its charity work, is steadily declining as its aging members die.``Masonry has its peaks and valleys, and we're definitely in a valley now,' says Walton Clapp, grand secretary of the Grand Lodge of Ancient, Free and Accepted Masons of North Carolina. ``Masonry has fallen off across the country, and we don't really know where it's going.'

To stop the membership slide, the group known mainly for keeping secrets has launched an unprecedented publicity campaign, complete with advertisements and infomercials. The goal: to attract a new generation of men.

``We're very concerned,' Clapp says. ``These days, we're looking everywhere for new members.'

North Carolina's membership has dropped to an all-time low of 59,000 Masons, down from a high of 73,000 in 1981. In Guilford County, there are now about 2,500 Masons, down from 3,500 in 1981.

The Masons' shrinking membership rolls represent a dramatic decline for a group whose members once included the country's most powerful men. George Washington, Franklin D. Roosevelt and 12 other U.S. presidents were members. North Carolina Masons have included 36 of the state's 70 governors, Sen. Jesse Helms and the late Sen. Sam Ervin.

Locally, the group's core members, World War II veterans, attended the segregated, all-male club's meetings in Greensboro's Masonic Temple on West Market Street. Inside their lodge, they donned ceremonial white aprons and studied Masonry's intricate code of morality.

But Masonry's future looks bleak: Most members are now senior citizens. All too often, they find themselves performing Masonic funeral rites for their deceased ``brethren.'

``A lot of Masons are passing away now: We're losing members (in North Carolina) at a rate of about 1,200 a year,' says grand master Tom Gregory of Statesville, the state's highest-ranking Mason.

T o attract new members, many Masons believe the group must debunk some misperceptions - especially the idea that Masons are a pack of secretive conspirators.

But Masons do have their secrets.

There's a password that's required to enter Masonry's formal meetings. Masons use secret handshakes and secret code words.

And they take secrets seriously.

Before a would-be member can be initiated, he memorizes lengthy descriptions of the punishments for divulging the group's secrets. The punishments include tearing out the tongue, slitting the throat and having ``your breast torn open and left prey to the vultures of the air.'

Masons say the descriptions are allegorical - as is most Masonic literature - and shouldn't be taken literally.

``Actual physical hazing or even tomfoolery is not allowed and not tolerated,' says Ric Carter, editor of the North Carolina Mason newsletter. ``We haven't killed anyone yet.'

The history of Masonry begins with the medieval stone masons' guilds, the associations formed by European stone workers who built cathedrals. The group gradually expanded, and members now come from all professions.

Throughout its history in this country, the group has provoked plenty of criticism, including accusations that members control public institutions and dole out government jobs only to their Masonic brethren.

Public suspicions about the Masons peaked in the 1820s and led to the formation of the country's first single-issue political party, the Anti-Masonic Party, which formed after rumors began to swirl that Masons killed a New York man for planning to reveal the group's secrets. An Anti-Masonic candidate won one state in the 1832 presidential election, losing to Andrew Jackson - a Mason. The Anti-Masonic Party disappeared soon thereafter.

Masons insist their group's mission has always been innocent and beneficial: to make their members better men.

In meetings, they study a symbolic moral code that's based on the tools of stone workers. The square is the Masonic symbol of morality. The compass draws the boundaries of a Mason's passions. The trowel ``spreads the cement of brotherly love and affection,' according to Masonic teachings.

Inside the Masonic Temple on West Market Street, a would-be member's initiation through the ``degrees' of Masonry takes place inside the ``lodge room,' the formal meeting room. Surrounded by Masons in white aprons, the initiate recites catechisms based on Masonic symbols and morality.

For Shaun Bradshaw of Greensboro, joining the Masons was a way to improve himself as a father to his 2-year-old son and 6-month-old daughter.

``I want my children to grow up with a certain set of principles - truth, justice, equality - and the best way to teach a child is by example. So I thought, what can I do to make sure I'm a good example? That question led me to Masonry,' says Bradshaw, 27, a software test analyst at Questcom Technologies in Greensboro and the youngest member of the Stokesdale Masonic lodge. ``I wanted to surround myself with men who have similar ideals.'

One of the few things Masons do publicly as a group is charity work. In North Carolina, the group runs the Masonic Home for Children, a 125-year-old orphanage in Oxford. The Masonic and Eastern Star Home is a Greensboro home for elderly Masons and some elderly female relatives of Masons.

Nationwide, Masons say the organization donates $750 million a year to various charities. The charity work, they say, is a concrete example of Masonry's primary mission: giving members a solid moral foundation.

B ut as the World War II generation dies off, that foundation is beginning to crumble.

If the Masons don't reverse their slide, they risk ending up like the Odd Fellows, a charitable fraternal group that thrived in the 1950s and '60s. The Odd Fellows' Greensboro membership has sunk since the 1970s: from 668 in 1978 to about 300 today, says Odd Fellow Harold Wheeler. Most remaining members are in their 60s and 70s.

``We're going to oblivion,' says Ray Banner, 89, a Greensboro Odd Fellow since the 1940s. ``Young people are just not joining the lodge, and I really think we're going out of existence.'

To avoid that fate, Masons are organizing an uncharacteristic publicity push. They named a national public relations manager. Last year, they aired their first-ever radio advertisements, trumpeting the merits of Masonry. They air an infomercial-style program - ``How to Become a Mason' - on public-access television stations.

But publicity alone won't cure Masonry's ills, members say. Mason leaders are gradually changing some of the society's traditions, hoping to appeal to the man of the '90s.

Segregation is one target. Most young men are unlikely to join a group as strictly segregated as the Masons, many members say.

In North Carolina, white Masons - informally called ``regular' Masons - are members of the Grand Lodge. Black Masons are members of Prince Hall Lodge, a completely separate organization. Except for a few events each year, the two groups don't interact.

But black and white Masons share a common ailment: Both groups' membership figures are in decline. Statewide, there are now about 17,000 Prince Hall members, down from 21,000 in the early '80s, said David Holeman, office manager of the Most Worshipful Prince Hall Grand Lodge of North Carolina.

North Carolina Mason leaders say Prince Hall and the Grand Lodge will formally recognize one another in the next few years, allowing men to be members of both branches. Integrating Masonry, leaders say, may make membership more appealing to young men.

``I don't think any young businessman or politician today wants to run the risk of being perceived as a racist because he's a member of a fraternal organization ... that excludes people because of race,' Ric Carter says. ``I think we suffer in that respect.'

Many Masons also believe that membership has slipped because young men today find all-male groups less appealing than their fathers and grandfathers did. Local lodges around the state are organizing more activities that include Masons' wives and children.

``If we don't involve the family with our activities, then we are out of step with what today's man wants,' Tom Gregory says. ``Our lodges that do include the family have been much more successful attracting new members.'

That strategy helped reverse a membership decline for the Elks, another male-dominated charitable group. By the early '90s, membership at the Greensboro Elks lodge had shrunk to less than 1,000, down from a high of 1,800 in the '60s.

In 1995, the national Elks organization voted to admit women, and the Greensboro Elks lodge began sponsoring Girl Scout Troops and organizing trips, dances and pool parties for children.

The group's membership has risen steadily ever since, says Bob Cable, exalted ruler of the Greensboro Elks: ``Today you have both parents working, and you need someplace for the family to gather and have fun together. We're trying to be that place.'

In their own conservative way, the Masons are trying to do the same thing.

Because their centuries-old organization is rooted in male-only European guilds, Masons say they'll never admit women as members. But they are organizing more dinners, parties and activities that are open to women and children. Some lodges now sponsor Little League teams and blood drives.

Many Masons believe that membership will continue to slide, no matter what the group does. The Masons' youngest members, like Chris Wright of Oak Ridge, are content in their belief that Masonry's rituals and beliefs will survive, no matter how many members they have.

``I realize that interest is dying, and I think Masonry will continue to dwindle,' says Wright, 28, a microcomputer consultant at UNCG. ``We just need to show people that we're not a bunch of weirdos who meet on the outskirts of town. We're working to benefit the community, and we need to advertise that. I know that Masonry will never completely die out. It will always be with us.'


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