The South Carolina Society of Professional Land Surveyors (herein called the SCSPLS) hereby declares and establishes this ninth day of May, 1998, that it holds in an irrevocable trust fund to be known as the SOUTH CAROLINA SOCIETY of PROFESSIONAL LAND SURVEYORS SCHOLARSHIP FUND (herein called the FUND) for worthy young persons who desire to secure an education in land surveying related studies the following property to wit: : thirty thousand one hundred thirty-one dollars and ninety-two cents ($30, 131.92) together with additions thereto and changes therein, and any other property added by the SCSPLS or others, with the powers and the uses and purposes hereinafter set forth as follows:

The object and purpose of this Fund is exclusively charitable. Only the net income realized from the FUND, after the payment of necessary expenses in connection with the administration thereof, shall be used in perpetuity to promote education of prospective surveyors of the State of South Carolina by assisting worthy persons who desire to secure an education in land surveying related studies; and in particular to aid such thereof as propose to secure an education at a college or university.

Under no circumstances may the FUND or net income thereof be used or applied for private gain or to carry on propaganda or to influence legislation. No part of the FUND or the net income thereof shall at any time inure to the benefit of any individual, partnership, trust or corporation which is not a lawful object of charity under the laws of the State of South Carolina or of the United States.

A Governing Board (herein called the Board), to consist of seven (7) trustees, is hereby constituted for the purpose of directing which persons of several authorized recipients shall be the particular recipients of the income from the FUND at any given time. The Board shall have the responsibility for the management and investment of the FUND. Each member of said Board is hereby designated as a Trustee. Each of the six (6) SCSPLS Districts shall be represented on this Board. Each District Trustee shall serve a Three (3) year term. The SCSPLS President shall serve a one year term during his term of office. The District Trustees shall have staggered terms. In order to stagger terms in the beginning Districts One (1) and Two (2) shall rotate off after the first year, Districts Three (3) and Four (4) the second year, Districts Five (5) and Six (6) the third year. Thereafter, these terms shall be three (3) years with two (2) Trustees rotating off annually. Their replacements are to be appointed as follows; one by the President of the SCSPLS and one by the SCPLS Past Presidents Council. The Trustees must be full members of the SCSPLS. The President of the SCSPLS and the Past Presidents Council shall be responsible for filling all vacancies on the Board whether it be expiration of term of office, death of Trustee or a Trustee ceases to function. Only full members of the SCSPLS may hold office as a trustee of this fund and the President of the SCSPLS may declare a vacancy when a Trustee is no longer a full Member. There shall always be at least seven (7) Trustees serving on the Board. The seven Trustees shall elect their Chairman Annually.

The Trustees shall not receive compensation for their services as such, but Trustees who attend meetings of the Board from points beyond the place where such meetings may be held may be reimbursed for their traveling expenses, PROVIDED, however, nothing herein shall prevent the Trustees from compensating any one (although a Trustee) for services beyond routine attendance at Board meetings for necessary work done in the administration of the FUND. The Board may make its own rules and regulations not inconsistent with this instrument; shall keep minutes of its meetings, acts and doings; and shall carry on its trust in a business-like manner, to the end that income subject to disposal by the Board shall contribute as much as possible to the assistance of individuals pursuing land surveying related studies.

In selecting particular individuals who may be recipients of money for assistance in education, said Board may designate any school, college, university, Board of Education or like institution to assist in the selection of such worthy persons to be beneficiaries. Assistance in selection may also come as a nomination of such beneficiaries from a full member of the SCSPLS.

Individuals who are beneficiaries of the income from this fund shall be residents of the State of South Carolina, although they may use the income received for their education at institutions located outside this State.

The Trustees shall at all times keep books, records and accounts of the FUND, which shall be open to inspection by the SCSPLS. The Trustees shall pay from the income from the FUND such grants to individuals as may be selected as beneficiaries by the Board under the foregoing provisions. All Fund business must take place at officially called meetings only. A quorum of four Trustees must be present before proceeding with official business. The Board shall act by majority vote of the Trustees present at officially called meetings.

To the extent that it may be lawful and permissible, without subjecting the income of the FUND to taxation, the Trustees may accumulate the income from the FUND, or accumulate a part of the income, where the Board wishes to make some donation of so substantial an amount as would be impossible or unwarranted from one year’s income.

The Board may prescribe the use to which any individual may put any grants or money that may be made from the FUND.

The trust herein created shall operate perpetually. If it should prove impossible for any reason to carry out any of the grants or directions herein contained, a court having jurisdiction shall, by approximation, effect the purposes of this trust in the manner and to the extent intended by the SCSPLS as herein expressed, as nearly as possible. If any of the provisions herein made are illegal or improper for any reason, the entire trust shall not be rendered invalid, but only that portion thereof affected by such illegality, and the Trustees shall appropriate no further funds for such illegal purpose, but only to lawful charitable purposes.

The Trustees may accept for the purposes of this trust, money, insurance, property of any sort from any person by gift, devise, bequest, deed, conveyance, or otherwise, and all such additions shall be added to, and become in all respects a part of, the FUND, to be held and managed in accordance with all of terms and conditions hereof. The income from such additions shall be disposed of in the same manner and as part of the general income from the FUND.

In the management of this trust, the Board herein specified shall have the following powers, authority and direction which may be exercised by it as it may deem advisable without the necessity of any application to, or approval of, any officer, court or tribunal:

Serve Without Giving Bond

1. To serve without giving bond and without making any reports and inventories or appraisal to any officer or court, but the Trustees shall keep full accounts and shall make annual reports to the SCSPLS.

Investment of Corpus

(2) To retain indefinitely in the trust estate any property or investment in the form in which it may be received, and to invest and reinvest the corpus of the trust in any form of property without regard to any limitations of law restricting the character or size of investments which may be made or retained by executors and trustees, always having regard, however, for the needs of the beneficiaries, and the size of the trust estate. The Trustees may exercise their discretion or reinvesting or not reinvesting any part of the trust estate which may not be productive income.

Sale or Exchange of Trust Corpus

(3) To sell or exchange for any purpose any or all of the corpus of the trust estate, at public or private sale, with or without order or authority from any officer, court or tribunal, and without advertisement, and on such terms as to credit or otherwise as the Trustees may deem advisable.

Borrowing

4) To extend or renew existing obligations and to make new obligations, whether for the purpose of borrowing money or otherwise, and transfer as collateral or security therefor all or any part of the assets of the trust estate.

Employ Agents

(5) To employ such agents, brokers, accountants and attorneys as the Trustees deem advisable.

Replacement or Repair

(6) In the event of a fire which shall damage or destroy any building in the trust estate, the Trustees are authorized to rebuild or not rebuild in their discretion, and may repair, alter or rebuild any building by reason of its being obsolete, dangerous or otherwise unsuitable for use.

Leases

(7) To make leases or contracts for any term, though extending beyond the term of any trust.

Name in Which Securities Held

(8) To hold bonds, shares or other securities in bearer form, or in the name of the TRUST.

Vote Stock

(9) To vote in person or by general or limited proxy with respect to any shares of stock or securities held by it; to consent, directly or through a committee or other agent, to the reorganization, consolidation, merger, dissolution or liquidation of any corporation which the trust may have any interest, or to sale, lease, pledge or mortgage of any property by or to any such corporation; and to make payments and to take steps which it may deem necessary or proper to enable it to obtain the benefit of any such transaction.

Compromise Claims

(10) To compromise, compose or settle any claim in favor of or against the trust estate or any terms deemed advisable.

Determination of Corpus and Income

(11) To determine what is the corpus and what is the gross and net income of the trust estate; to allocate between principal and income any loss or expenditure in connection with the estate, and if deemed advisable to amortize any loss out of the income.

Distributions and Divisions

(12) To make any distributions and divisions provided in this trust in cash or in kind or partly in cash and partly in kind, and the Trustees are given a final discretion in determining the values to be assigned to such distributions in kind.

No power given to the Governing Board hereunder, and no other provision of this instrument, shall be construed to enable or permit the Governing Board to:

(1) Lend any part of the FUND or income therefrom;

(2) Pay any compensation, in excess of a reasonable allowance for salaries or other compensation for personal services actually rendered;

(3) Make any part of the services of the TRUST available on a preferential Basis;

(4) Purchase any property for more than adequate consideration; or

(5) Engage in any other transaction which results in a diversion of any part of the FUND or income therefrom to the Grantor or to any person who has made a contribution to the FUND, or to any relative by blood or marriage of the Grantor or such contributor, or to any corporation controlled by the Grantor or such contributor.

The SOUTH CAROLINA SOCIETY OF PROFESSIONAL LAND SURVEYOR’S SCHOLARSHIP FUND shall be carried out pursuant to its terms in accordance with the laws of the State of South Carolina.

IN WITNESS WHEREOF, the parties have duly executed and sealed these presents the date and year aforesaid.

SOUTH CAROLINA SOCIETY OF PROFESSIONAL LAND SURVEYORS

BY: Bryan A. Gosnell (SEAL)

President

BY: William F. Todd, Jr. (SEAL)

President-Elect

BY: R. David Branton (SEAL)

Vice-President

BY: William C. White, Jr. (SEAL)

Secretary

BY: William A. Whitworth, Sr. (SEAL)

Treasurer

BY: Joe H. Baird (SEAL)

Immediate Past-President

                SECTION 2.  DUES.  The annual dues shall be determined by the Board of Directors at the beginning of each fiscal year.  Any change in the amount of admission fee or annual dues to be paid to the Society can be made only by a two-thirds (2/3) vote of the Board of Directors.

                SECTION 3.  FISCAL YEAR.  The fiscal year of the Society shall begin July 1.  The Treasurer shall furnish a financial report at all Board of Directors meetings and all General Membership meetings.

                SECTION 4.  EXECUTIVE SECRETARY.  The Board of Directors may authorize and engage the services of an Executive Secretary, and her salary and/or compensation shall be determined by a majority vote of the Board of Directors present at a meeting of the Board.

                SECTION 5.  MEETINGS.  The Society shall hold not less than four (4) General Membership meetings and four (4) Board of Directors meetings during each fiscal year, at places and times decided upon by the Board of Directors or as dictated by the Constitution.

                SECTION 6.  ANNUAL CONVENTION.  The annual business meeting shall be held in conjunction with the Annual Convention, at a site and on days determined by the Board of Directors.  Two (2) complimentary convention registrations shall be offered to other state societies which are members of the Southeastern Association of Professional Land Surveyors, and which other state societies agree to reciprocate by offering the South Carolina Society of Professional Land Surveyors two (2) complimentary registrations at their respective annual meetings.  The members of such reciprocating societies can attend the annual meetings at regular membership registration fees.  The President-Elect shall be chairman of the convention.  The Vice President shall be in charge of the Plat Contest and the Surveyor of the Year Award.  Chapter Presidents shall be in charge of the Surveyor’s Contest in the following order:  Thomas C. Anderson, Foothills, Midlands, Coastal, Tri-County, Pee Dee, Low Country, Central, Upper Piedmont, Grand Strand, Aiken, Northwest, Mid-State and new chapters in order organized.

                SECTION 7:  DELEGATES, REPRESENTATIVES

Representatives of the Society to serve on the South Carolina Council of Engineering Societies shall be appointed by the Society’s Board of Directors in concert with the constitution of the South Carolina Council of Engineering and Land Surveying Societies.

                SECTION 8:  DISSOLUTION.  In the event of dissolution of the Society, if such be necessary or desirable, any funds remaining in the corporate treasury shall not inure to the benefit of any individual or group of individuals.  Any remaining funds, under such circumstances of dissolution of the Society, shall be distributed to another and/or similar non-profit, tax-exempt organization.

                SECTION 9:  LOCAL CHAPTERS. To aid and assist in carrying out the objectives and purposes of the Society, the Society will authorize the formation of Local Chapters of the Society in any city, country, or group of counties in the State.  Local Chapters consisting of regular members of this Society may be organized upon application to and approval of the Board of Directors.  Local Chapters shall be governed by a constitution and By-Laws which together with all amendments thereto shall be approved by the Board of Directors of this Society in order to be valid.  Local Chapters must hold not less than five (5) business meetings during each fiscal year and maintain a minimum membership of ten (10).  As a minimum requirement for affiliation, the chapter must maintain at least 25% of its total membership, or at least four (4) of its individual members, whichever is greater, who are also voting members of this Society.  The chapter secretary must annually make a written report on the Chapter’s membership and activities, and a copy must be submitted to the Society Board by the Chapter President at the annual convention.  A chapter may not promulgate nor establish policy which conflicts with the policy of this Society.  The Chapter Representative of each Local Chapter shall be a member of the Board of Directors of the Society and must be a regular voting member of this Society.

                Any willful misstatements in the application for affiliation or deviations from the guidelines aforestated shall be grounds for rejection of the application or for expulsion of the local chapter if the chapter has been elected as an affiliate of this Society.

                SECTION 10.  STANDING COMMITTEE RESPONSIBILITIES.

                Newsletter Committee.  Newsletter Committee shall assist the Vice President who shall serve as Editor of the newsletter in informing the society of current events at Chapter, State and National Levels.

                Duties of the Committee are:

                a.  Selection of material to print

                b.  Writing

                c.  Setting fees for advertisement of yearbook and newsletter

                d.  Selling advertisements

                e.  Printing and mailing

                Public Relations Committee.  Public Relations Committee shall be in charge of adopting programs at the State level in connection with the promotion of National Surveyor’s Week and in other ways that will better inform the public and promote the surveying profession.

                Membership Committee.  Membership Committee shall work toward the goal of enlisting every registered, active surveyor as a member of the Society and shall assist in the formation of new chapters, and act on applications for membership.

                Activities and Programs Committee.  Activities and Programs Committee shall assist the President by planning and carrying out activities and programs of regular and special meetings except continuing education programs.

                Legal and Legislative Committee.  Legal and Legislative Committee shall insure that all activities of the Society are within the laws, ordinances and regulations.  They, along with the Executive Secretary, shall monitor bills before the Legislature that affect the Society.  They shall assist the Executive Committee as needed in wording of new legislation proposed by the Society.

                Ethics and Standards of Practice Committee.  It shall assist as needed in the application of the Minimum Standards Manual.

                Constitution and By-Laws Committee. Constitution and By-Laws Committee shall oversee the activities of the Society as they relate to Constitution and By-Laws and shall assist the Board of Directors as needed in proposing changes to the Constitution and By-Laws of the Society.

                Education Committee.  Education Committee shall provide programs and seminars to help the practicing surveyor, whether in the Society or not, to increase his knowledge and develop professionally.  This Committee shall work in cooperation with any group which shall offer administrative and educational support to the Society.  It shall maintain active communications with schools and colleges teaching surveying and mapping at the undergraduate level.

                The Committee shall be comprised of six members to be selected as follows:

                1997 -     The Society President and the Past Presidents Council

shall each appoint three members; one each to a one-year

term, one each to a two year term and one each to a

three-year term.

                1998 -      and each succeeding year - The Society President and the

Past Presidents Council shall each appoint one member.

                Vacancies because of death or resignation shall be filled by

appointment by the Society President with recommendation from the

Committee Chairman.

                The Committee Chairman shall be elected annually by the Committee after appointments are made and approved.

                A $2,500.00 line item shall be provided in the Society budget each year for expenses incurred by the Committee for the procurement of educational materials, preparation for educational presentations and seminars and for promotional materials.  The actual expenses incurred for any particular seminar shall not be credited against this line item.

                The Committee shall establish operating procedures and policies and have them included in the Society Policy Manual.

                Convention Committee:  Convention Committee shall plan and oversee the annual convention.  The President-Elect shall serve as Chairman of this committee.  This committee shall select the time and place of the annual convention, make invitations to exhibitors and set fees for exhibiting space.  The committee shall coordinate closely with the President who shall invite the out-of-state guests and conduct the annual meeting.

                Scholarship Committee.  Scholarship Committee shall oversee the scholarship activities of the Society, shall assist the Constitution and By-Laws Committee as needed in proposing changes to our rules and By-Laws related to Scholarships and Scholarship funds. 

                Past Presidents Council.  This Council shall serve as an advisory and special projects committee of the Society.  This Committee shall assist the Board of Directors and the Society in long range planning.  The Immediate Past President shall serve as Committee Chairman.

                All committees are subject to assisting organizations outside the Society when directed by the Board of Directors.

                SECTION 11.  INDEMNIFICATION.  All officers, Directors and Employees of the Society and such others as specified from time to time by the Executive Committee, shall be indemnified by the Society against all expenses and liabilities including counsel fees, reasonably incurred or imposed upon them in connection with any proceeding to which they may be a party, or in which they may become involved, by reason of being or having been an Officer, Director or Employee at the time such expenses are incurred, except in cases wherein the officer, director or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of duties.

                The foregoing rights of indemnification shall be in addition to and not exclusive of all other rights to which the indemnified may be entitled.

Revised  5/11/96; 6/96; 6/97; 11/7/97; 5/9/98; 7/21/06