If the 12-inch-thick walls of the Odd Fellows building could talk, quite a yarn they'd tell – complete with an R-rated chapter of historic Roseville.

With the view from soaring second-story windows, the brick walls could boast of the city's founding, describe its growth as a rail hub, whisper about its slide into a red-light district for railroad workers and detail the years of neglect and decline.

But with a construction team rehabbing the landmark building, new chapters are ahead. Developer Mike Rapport's vision is to turn the 1878 masterpiece into a 2010 work of art.

"It's the oldest building in Roseville, and we are putting it back exactly the way it was," Rapport said.

The two-story building on Pacific Street faces the Union Pacific train tracks that helped define Roseville's early days.

Rapport owns Basic, a popular bar and pizza restaurant next door. He said he hopes to reopen the old building in June with a bar, restaurant, nightclub and meeting hall.

It's the latest example of edifices built by fraternal organizations – Masons, Odd Fellows, Elks and the like – getting new lives as cities and private developers reinvest in downtowns.

Fraternal organizations, once centers of power and influence, opened chapters as members followed the Gold Rush west.

"It was like being a member of the Chamber of Commerce, or Rotary or Kiwanis," said Douglas Keister, a historian and author in Chico.

Roseville's chapter of the Independent Order of Odd Fellows was formed in June 1872.

Fraternal buildings often were built to accommodate businesses on the first floor, with private meeting space on the second floor, said William D. Moore, associate professor at the University of North Carolina, Wilmington.

With suburbanization and changing lifestyles, the role of fraternal organizations waned, Moore said.

"Unfortunately, like all other fraternal organizations, membership is dropping," said Ray Link, California's Odd Fellows grand secretary. "In today's society there are more things for people to do."

In 1928, the IOOF had 58,820 California members. That's now down to 5,000. The 11 members of the Roseville lodge meet less than two miles from the old headquarters.

As members moved to the suburbs, Moore said, they didn't want to drive downtown for club functions. And "having to go up steep, narrow stairs became a barrier to participation."

Rapport said he plans to restore the Roseville Odd Fellows building to the role it once had as a hub of activity.

Steel beams now reinforce the brick walls. A new second floor stands where members once discussed charity work.

"These are absolutely original," construction supervisor Bob Stofleth said, pointing to large steel window shutters.

Rapport wants one improvement over the original design: access to the roof with its stunning view.

"When I get the roof done, it's going to be amazing. You can see to the Sierra and you can see Sacramento," Rapport said, taking in the view from a second-story window.

Phoebe Astill of the Roseville Historical Society is excited. As a local historian, she said she was happy to see Roseville's oldest commercial building coming back to life. As a fourth-generation member of the Odd Fellows organization and secretary of its women's auxiliary, she said she is "thrilled to death."

Greg Van Dusen, chief executive officer of Placer Valley Tourism, had praise for what he said "isn't your typical suburban Roseville project."

"What they are doing out here is exciting," he said.

Call The Bee's Ed Fletcher, (916) 321-1269.