Freemasonry has seen fluctuations in membership throughout its existence. During the 19th and early part of the 20th Century countless fraternal organizations were formed. During the Second World War fraternal and civic organizations saw dramatic membership surges. By 1960 membership on a national level had peeked to an all time high. Since that time there has been a slow progressive decline in membership reported by fraternal and civic organizations. This study specifically examined the reasons for the decline in membership in Masonic lodges through exploratory interviews of members and participant observation. The results of this study show that the overall disenfranchisement of members is cause by negative views of fellow members’ behaviors rather than dissatisfaction with the fraternity’s rituals and goals.