Maryland Society of Surveyors

THIS DECLARATION OF EDUCATIONAL TRUST (the "Trust") is made this 16^th day of June, 1999, by and between the MARYLAND SOCIETY OF SURVEYORS, INC., a non stock corporation organized under the laws of the State of Maryland (the "Donor" or the "Maryland Society of Surveyors"), and the trustees identified in paragraph 4 below (collectively, the "Trustees"). "Party" and "Parties" refer collectively to Donor and Trustees.

WITNESSETH:

NOW, THEREFORE, in consideration of the Trust Fund and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties mutually agree as follows:

1. Name of Trust. The name of this Trust shall be the "Maryland Society of Surveyors Educational Trust", and so far as practicable the Trustees shall conduct the activities of the Trust in that name.

2. Purpose of the Trust.

A. Charitable Activities. The purpose of this Trust is to devote and apply the Trust Funds, including any income derived therefrom, exclusively for the following educational activities:

(1)	To promote the study and research in the field of land surveying and the diffusion of knowledge thereof; and
(2)	To improve, promote and facilitate the advancement of the profession of land surveying, and the continuing education of surveyors; and
(3)	To create scholarships or loans to assist qualified and deserving individuals in securing education necessary for a career in surveying, and to improve, encourage and enhance higher educational opportunities for individuals desirous of becoming licensed professional land surveyors by offering financial assistance as grants or loans to deserving students; and
(4)	To expend funds for any and all other purposes for land surveying education support to duly accredited schools, colleges, universities, and faculty support.

B. Prohibited Activities.

(1)Trust Fund. No part of the Trust Fund shall inure to the benefit of, nor may any part thereof be used by, the Maryland Society of Surveyors, or any private shareholder or individual, and no part of the activities of this Trust shall consist of carrying on propaganda, or otherwise attempting, to influence legislation, or of participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office. Notwithstanding any other provision contained in this Trust to the contrary, this Trust shall not conduct or carry on any activities not permitted to be conducted or carried on by:
(a) an organization exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 and its regulations as they now exist or as the same may be amended (the "Internal Revenue Code" or the "IRC"); or
(b) by an organization contributions to which are deductible under Section 170(c)(2) of the IRC; or
(c) a "Charitable Trust" under Section 14-303 of the Maryland Uniform Charitable Trusts Administration Act as they now exist or as the same may be amended.

(2)Trustees. Notwithstanding any other provisions contained in this Trust to the contrary, the Trustees shall not:
(a) engage in any act of self dealing as defined in Section 4941(d) of the IRC;
(b) retain any excess business holdings as defined in Section 4943(c) of the IRC;
(c) make any investments in such manner as to incur tax liability under Section 4944 of the IRC;
(d) make any taxable expenditures as defined in Section 4945(d) of the IRC; or
(e) engage in any act prohibited by Section 14-303 of the Maryland Uniform Charitable Trusts Administration Act.

(3)Trust Fund. The Trust Fund shall initially consist of the funds identified on the Schedule attached to this Trust and incorporated herein as Exhibit "A" (the "Trust Fund").

The scholarship account, and gifts or contributions received by the Trust and designated for the scholarship account, shall be considered as additions to the capital of said account. Monies received as interest or dividends on the invested capital of said account shall be available for loans or grants to deserving students.

From time-to-time the Trustees herein may establish other funds, accounts, and investments in order to carry out the purposes of this Trust. The Trustees may contribute a portion of other funds to the scholarship account; however, monies from the scholarship account shall not be used or borrowed by any other entity except as specified above.

4. Trustees.

(a) Number of Initial Trustees.

The initial board of Trustees shall be the following Five (5) individuals:

	NAME - ADDRESS	LENGTH OF INITIAL TERM
(1)	Ronald L. Collier c/o Charles P. Johnson & Associates 1751 Elton Road Silver Spring, MD 20903	5 years
(2)	Herbert N. Redmond, Jr. c/o D.H. Steffens Company 22335 Exploration Drive, #1020 Lexington Park, MD 20653	4 years
(3)	James J. Demma 22 West Jefferson Street Rockville, MD 20850	3 years
(4)	Brent Spicer c/o The Easton Utilities Commission 219 North Washington Street P.O. Box 1189 Easton, MD 21601	2 years
(5)	Draper K. Sutcliffe 1319 Rosemont Drive Knoxville, MD 21758-9124	1 year

(b) Appointment, Term, Successors.
The President of the Maryland Society of Surveyors, A. Vincent Burke, Jr., hereby appoints the initial Trustees for their respective Initial Terms (paragraph 4(a) supra.). All successor Trustees shall be nominated by the Nominating Committee of the Donor (the "Nominating Committee"), approved by the Board of Directors of the Donor (the "Board"), and appointed by the President of the Donor for a term of Five (5) years (the "Term") as follows:

(1) The Term of Successor Trustees shall commence on October 1^st and end on September 30^th of the applicable year.

(2) The Nominating Committee shall notify the Board in writing, of the proposed Successor Trustee or Trustees, as the case may be, no less than Thirty (30) calendar days prior to the expiration of the Term of the Trustee(s) who are then being replaced.

(3) The Board shall vote by a majority of those voting to approve or disapprove the appointment of the proposed Successor Trustee(s) at the September meeting of the Board of Directors. The President shall appoint said Trustee(s) at such meeting.

(4) In case of a vacancy occurring during the Term of a Trustee(s) or arising as the result of a failure of the President or Board to appoint and approve a Trustee(s) in a timely manner as outlined in paragraph 4(b)(2) and (3) above, said Term shall be temporarily filled by appointment of the President until filled by notification and approval by the Board.

(5) No Trustee shall serve as a Trustee for more than one full Five (5) year Term. The Initial Term as described in paragraph 4(a) above and any partial Term served to fill vacancies as described in paragraph 4(b)(4) above, will not be used or counted as a Term for the purposes of this paragraph. Initial Terms shall end on September 30^th of the applicable year.

(c) Powers and Duties.

(1) The Trustees shall, from time-to-time, contact individuals, technical institutions, junior colleges, universities, and other forums for education in order to apprise said entities and persons of the availability of scholarship assistance via loan or grant.

(2) The Trustees shall, on an annual basis, solicit scholarship and grant applications, review said applications, vote for deserving scholarship or grant applicants, set the amount, type and nature of said scholarship or grant, and shall make such scholarship loans or grants as they shall deem proper in their discretion, consistent with the objectives and limitations set forth herein.

(3) The Trustees shall have the power to receive, deposit, invest, buy, sell, mortgage, loan and grant assets of the Trust, from time-to-time consistent with the objectives and limitations set forth herein.

(d) Accounting by Trustees. The Trustees shall render accounts of their transactions to the Maryland Society of Surveyors at least annually (at the September meeting of the Board of Directors), and the Donor may approve such accounts by an instrument in writing delivered to the Trustees. In the absence of the filing in writing with the Trustees by the Donor of exceptions or objections to any such account within 60 days, the Donor shall be deemed to have approved such account; and in such case or upon the written approval of the Donor of any such account, the Trustees shall be released with respect to all matters and things set forth in such account as though such account had been settled by the decree of a court of competent jurisdiction. No person other than the Donor may require an accounting or bring any action against the Trustees with respect to this Trust. The Trustees may at any time initiate legal action or proceedings for the settlement of their accounts and, except as otherwise required by law, the only necessary party defendant to any such action or proceedings shall be the Donor.

(e) Liability of Trustees. No Trustee shall be answerable for loss in investments made in good faith. No Trustee shall be liable for the acts or omissions of any other Trustee, or any accountant, agent, counsel, or custodian selected with reasonable care. Each Trustee shall be fully protected in acting upon any instrument, certificate, or paper, believed by him to be genuine and to be signed or presented by the proper person or persons, and no Trustee shall be under any duty to make any investigation or inquiry as to any statement contained in any such writing but may accept the same as conclusive evidence of the truth and accuracy of the statements.

(f) Bond and Compensation. No Trustee shall be required to furnish any bond or surety. Each Trustee shall serve without compensation for his services, but all reasonable expenses of this Trust or of any Trustee may be paid by the Trustees from the Trust Fund.

(g) Quorum of Trustees. A quorum of at least Three (3) Trustees shall be required to conduct any business related to the Trust and a majority vote of the Trustees shall be required in all cases.

5. Amendment. This Trust may be amended or modified from time-to-time by the Board of Directors of the Maryland Society of Surveyors whenever necessary or advisable for the more convenient or efficient administration of this Trust or to enable the Trustees to carry out the purpose of this Trust more effectively; provided, that no such amendment or modification shall alter the intention of the Donor that this Trust be operated exclusively for educational purposes, in the field of surveying in a manner which shall make this Trust tax exempt and the donations to it deductible from taxable income to the extent allowed by the provisions of the Internal Revenue Code and other applicable legislation and regulations as they now exist or as they may be amended. Every amendment or modification of this Trust shall be made in writing, shall be signed by two officers of the Donor pursuant to authority of its Board of Directors, and shall be delivered to each of the Trustees then in office.

6. Irrevocability and Termination. This Trust shall be irrevocable, but may be terminated at any time by action of the Board of Directors of the Maryland Society of Surveyors. Upon any such termination, the Trustees shall promptly distribute the entire Trust Fund to qualified recipients in accordance with this paragraph. Upon dissolution of the Trust, the Trustees shall, after paying or making provision for the payment of all of the liabilities of the Trust, dispose of all of the remaining Trust Funds exclusively for the purpose of this Trust to the Maryland Society of Surveyors, for the purpose of continuing to administer its education program or, in the alternative, in such manner or to such organization or organizations organized and operated exclusively for charitable, education and scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code, as the Trustees shall determine. Any portion of the Trust Fund not so disposed of shall be disposed of by the Circuit Court for Montgomery County, Maryland, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for a public purpose. However, if the named recipient is not then in existence or no longer a qualified distributee, or unwilling or unable to accept the distribution, then the remaining Trust Funds shall be distributed to a fund, foundation or Trust or corporation organized and operated exclusively for a public purpose. However, if the named recipient is not then in existence or no longer a qualified distributee, or unwilling or unable to accept the distribution, then the remaining Trust Funds shall be distributed to a fund, foundation or Trust or corporation organized and operated exclusively for the purposes specified in Section 501(c)(3) of the Internal Revenue Code.

7. Governing Law. This agreement is executed and delivered in the State of Maryland, and shall be governed by the laws of that state without regard to any choice of law provision.

8. Acceptance of Trust. The Trustees accept this Trust and hold, manage, and administer the Trust Fund in accordance with the terms of this Trust.

9. Other. As used in this Trust, the male gender shall include the female and the neuter, the singular shall include the plural, and vice versa.

IN WITNESS WHEREOF this Trust has been executed in the State of Maryland, by the Donor and by each of the named Trustees.

	DONOR:
Corporate Seal	MARYLAND SOCIETY OF SURVEYORS, INC.
Attest:
_____________________________ Secretary	By: __________________________________ (Seal) A. Vincent Burke, Jr., President
	TRUSTEES:
_____________________________ Witness	___________________________________________ Ronald L. Collier, Trustee
____________________________ Witness	___________________________________________ Herbert N. Redmond, Jr., Trustee
____________________________ Witness	___________________________________________ James J. Demma, Trustee
___________________________ Witness	___________________________________________ Brent Spicer, Trustee
___________________________ Witness	___________________________________________ Draper K. Sutcliffe, Trustee

STATE OF MARYLAND	}
}SS
COUNTY OF _______________	}

I HEREBY CERTIFY that on this ____ day of June, 1999, before me, the subscriber, a Notary Public in and for the County of _____________, State of Maryland, personally appeared A. Vincent Burke, Jr., being known to me or satisfactorily proven, and after being duly sworn, acknowledged and testified that he executed the foregoing document in the capacity of President, Maryland Society of Surveyors, Inc. for the purposes contained therein.

WITNESS my hand and notorial seal the day and year first above written.

________________________________________
Notary Public

My Commission Expires:
_____________________

I HEREBY CERTIFY that on this ____ day of June, 1999, before me, the subscriber, a Notary Public in and for the County of _____________, State of Maryland, personally appeared Herbert N. Redmond, being known to me or satisfactorily proven, and after being duly sworn, acknowledged and testified that he executed the foregoing document in the capacity of Trustee for the purposes contained therein.

WITNESS my hand and notorial seal the day and year first above written.

________________________________________
Notary Public

My Commission Expires:
_____________________

I HEREBY CERTIFY that on this ____ day of June, 1999, before me, the subscriber, a Notary Public in and for the County of _____________, State of Maryland, personally appeared Ronald L. Collier, James J. Demma, Brent Spicer and Draper K. Sutcliffe, each being known to me or satisfactorily proven, and after being duly sworn, each acknowledged and testified that he executed the foregoing document in the capacity of Trustee for the purposes contained therein.

WITNESS my hand and notorial seal the day and year first above written.

________________________________________
Notary Public

My Commission Expires:
_____________________

I hereby certify this instrument was prepared under my supervision and that I am an attorney duly admitted before the Court of Appeals for Maryland.

______________________________________
Douglas J. Van Hook