MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding (the "Agreement") is entered into as of the 4th day of November 2000, by and between The Genealogical Society of Pennsylvania ("GSP") and the Genealogical Computing Association of Pennsylvania ("GenCAP") Background A. GSP has special expertise in genealogical research resources and methodology; the collection and preservation of documents and records relating to genealogical research; the publication of genealogical research, records and documents; and in the education of the general public regarding genealogy and family history. B. GenCAP has special expertise in the area of computer-related genealogical research techniques; the technologies associated with digitization of documents and records relating to genealogical research; and in the education of the general public regarding computerized genealogical research. C. GSP and GenCAP believe that the interests of their members, and the interests of the wider genealogical community in Pennsylvania and beyond, would be better served if the specialized expertise and resources of the parties were combined. D. GSP and GenCAP believe that the most effective way to combine their specialized expertise and resources is for GenCAP members to become members of GSP, and for such members to form and be the initial members of the GSP Technology SIG. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and intending to be legally bound, the parties hereto agree as follows: 1. GenCAP Members become GSP members a. Effective the date hereof, all GenCAP Members shall become Associate Members of GSP for the year ending 30 June 2001, with all the rights and privileges attendant thereto as provided in the GSP rules and regulations relating to membership, as the same may be amended from time to time. b. For the year ending 30 June 2001, GenCAP Members shall have no obligation to pay any dues or assessments with respect to their GSP Associate Membership. c. For the year ending 30 June 2002, GenCAP Members shall pay current GSP dues for the category of membership elected, plus a fee of $3.00 to be a SIG Member. d. For the year ending 30 June 2003, GenCAP Members shall pay current GSP dues for the category of membership elected, plus a fee of $6.00 to be a SIG Member. e. For subsequent years, GenCAP Members shall pay current GSP dues for the category of membership elected, plus a fee to be a SIG Member as established from time to time by the GSP Technology SIG Executive Committee with the approval of the GSP Board. 2. Transfer of GenCAP assets to GSP a. Effective the date hereof, all GenCAP Assets shall be transferred to and become the property of GSP, free and clear of any liabilities, liens or encumbrances. 3. Formation of GSP Technology Special Interest Group a. There is hereby formed the GSP Technology Special Interest Group ("GSP Technology SIG"). b. Membership in the GSP Technology SIG shall be open to any interested GSP Member. The initial SIG Members shall be the GenCAP Members. c. The fee for membership in the GSP Technology SIG shall be $6.00 per year, as adjusted from time to time by the GSP Technology SIG Executive Committee with the approval of the GSP Board. d. The officers of the GSP Technology SIG shall be a Chair, Chair-elect and Secretary/Treasurer, elected by the SIG Members, provided however, that the GSP Technology SIG may, with the approval of the GSP Board, adopt By-laws providing for other, different or additional officers. The initial officers of the GSP Technology SIG shall be those incumbents who hold the corresponding GenCAP offices. e. The GSP Technology SIG shall be represented on the GSP Board by one of its members, who shall serve as one of the three Vice Presidents of GSP. The initial GSP Technology SIG representative Vice President shall be Walter Stock. f. GSP shall make available to the GSP Technology SIG an annual budget, expenditures therefrom to be made at the direction of the GSP Technology SIG Executive Committee. The amount of funds in such budget for each year shall be equal to the sum of (i) 50% of the GSP Technology SIG membership fees collected for the year, plus (ii) 50% if any unexpended funds from the prior year's budget; provided, however, that: i. The GSP Technology SIG budget for the year ending 30 June 2001 shall include all cash on hand listed on Exhibit 4b. ii. The GSP Technology SIG budget for the year ending 30 June 2002 shall include an amount equal to $3.00 for each SIG Member, plus 50% of any unexpended funds from the year ending 30 June 2001. 4. Representations of GenCAP a. The names and addresses of all members in good standing of GenCAP are listed on Exhibit 4a, attached hereto and made a part hereof. Each GenCAP member listed on Exhibit 4a has paid in full all GenCAP dues and assessments for the current GenCAP year. b. The assets listed on Exhibit 4b, attached hereto and made a part hereof, constitute all of the assets of GenCAP as of the date hereof, and such assets are free and clear of any liabilities, liens or encumbrances. c. GenCAP has no liabilities, accrued or contingent, as of the date hereof. d. GenCAP is an unincorporated association under the laws of Pennsylvania. True and correct copies of each of its governing documents are attached hereto as Exhibit 4d. e. The persons executing this Memorandum of Understanding on behalf of GenCAP have been duly authorized by GenCAP so to do. 5. Representations of GSP a. GSP is a Pennsylvania nonprofit corporation, exempt from tax under s.501(c)(3) of the Internal Revenue Code, contributions to which are deductible under s.170(b)(1)(A). b. The persons executing this Memorandum of Understanding on behalf of GSP have been duly authorized by GSP so to do. 6. Definitions a. GenCAP Assets means those assets of GenCAP listed on Exhibit 4b. b. GenCAP Member means any member in good standing of GenCAP whose name and address (mailing and e-mail) are set forth on Exhibit 4a. c. GSP Board means the Board of Directors of GSP d. GSP Member means any member in good standing of GSP. e. GSP Technology SIG means the GSP Technology Special Interest Group described in Section 3 of this Agreement. f. GSP Technology SIG Executive Committee means the officers of the GSP Technology SIG as specified in Section 3.d of this Agreement. g. SIG Member means a member in good standing of the GSP Technology Special Interest Group described in Section 3 of this Agreement whose dues are current. 7. Miscellaneous a. This Agreement cancels and supersedes any and all prior agreements and understandings between or among any or all of the parties hereto with respect to the subject matter hereof. This Agreement constitutes the entire agreement among the parties with respect to the matters herein provided. b. This Agreement may be executed in several counterparts, each of which is an original but collectively constitutes a single document. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written. Attest: Genealogical Computing Association of Pennsylvania Hart/Ballard [Secretary/Treasurer]   Stock [President] Attest: Genealogical Society of Pennsylvania Pontarelli [Secretary]  Zearfoss [President]