ARTICLES OF INCORPORATION

OF THE

UNIVERSITY CONSORTIUM FOR GEOGRAPHIC INFORMATION SCIENCE (1995)

To: Department of Consumer and Regulatory Affairs
       Business Regulation Administration
       Corporations Division

We, the undersigned natural persons of the age of eighteen years or more, acting as incorporators of the above-named corporation, adopt the following Articles of Incorporation for such corporation pursuant to the provisions of the District of Columbia Nonprofit Corporation Act.

FIRST: The name of the corporation is the UNIVERSITY CONSORTIUM FOR GEOGRAPHIC INFORMATION SCIENCE.

SECOND: The duration of the corporation is perpetual.

THIRD: The corporation is organized for such educational, scientific, and charitable purposes as shall qualify it for exemption from federal taxation under section 501(c)(3) of the Internal Revenue Code, including, but not limited to, serving as a voice for the geographic information science research community; fostering multidisciplinary research and education in geographic information science; and promoting the informed and responsible use of geographic information systems and geographic analysis in addressing national scientific and public policy issues for the benefit of society.

FOURTH: The corporation shall have one class of members as set forth in its bylaws, who shall have the qualifications for membership provided in the bylaws, and who shall have voting rights. The corporation shall not issue any capital stock.

FIFTH: The corporation may exercise all power or authority granted to it under the District of Columbia Nonprofit Corporation Act or otherwise, including, but not limited to, the power to accept donations of money, property, or any interest therein, or any other thing of value, and to own or lease property, whether real or personal.

SIXTH: In carrying out its purposes, the corporation shall not have or exercise any power or authority granted to it under the District of Columbia Nonprofit Corporation Act, nor engage directly or indirectly in any activity, that would prevent it from qualifying as a corporation described in section 501(c)(3) of the Internal Revenue Code. The assets of the corporation shall be at all times dedicated to the purposes set out in Article THIRD. No part of the assets or earnings, current or accumulated, of the corporation shall at any time inure in whole or in part to the benefit of any private individual, association, or corporation within the meaning of the prohibition contained in section 501(c)(3) of the Internal Revenue Code, except that the corporation shall be authorized and empowered to make payments as reasonable compensation for services rendered and/or as a reasonable allowance for authorized expenditures incurred on behalf of the corporation and to make payments and distributions in furtherance of the purposes set forth in Article THIRD.

SEVENTH: The corporation shall not carry on propaganda or otherwise attempt to influence legislation to an extent that would disqualify it from tax exemption under section 501(c)(3) of the Internal Revenue Code by reason of attempting to influence legislation. The corporation shall not participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office.

EIGHTH: The corporation shall never be operated for the primary purpose of carrying on a trade or business for profit.

NINTH: The affairs of the corporation shall be managed by a Board of Directors. Qualifications for membership on the Board of Directors shall be described in the Bylaws. The number of members of the Board of Directors shall be fixed by the Bylaws and may be increased or decreased from time to time as provided therein, but in no event shall the number of directors be less than three (3). Each member of the Board of Directors shall be elected or appointed in the manner and for the term provided in the Bylaws.

TENTH: Upon the termination, dissolution, or winding up of the corporation in any manner or for any reason, its assets, if any, remaining after payment (or provision for payment) of all liabilities of the corporation shall be distributed to, and only to, one or more organizations described in section 501(c)(3) of the Internal Revenue Code and engaged in activities similar to those of the corporation.

ELEVENTH: The number of members of the initial Board of Directors shall be six (6). The names and addresses of the initial Board of Directors, who shall serve until their successors are elected or appointed and qualified, are as follows:

Ron Abler
1710 Sixteenth Street N.W.
Washington, D.C. 20009

John Bossler
1216 Kinnear Avenue
Columbus, Ohio 43212

Karen Kemp
3510 Phelps Hall
Santa Barbara, California 93106

Harlan Onsrud
5711 Boardman Hall
Orono, Maine 04469

Jeff Osleeb
695 Park Avenue
New York, New York 10021

Lyna Wiggins
Livingston Campus, Building 4161
Piscataway, New Jersey 08855-0489

TWELFTH: The private property of the officers or directors of the corporation shall not be subject to payment of corporation debts to any extent whatever.

THIRTEENTH: Any reference herein to any provision of the Internal Revenue Code shall be deemed to mean such provision as now or hereafter existing, amended, or superseded, as the case may be.

FOURTEENTH: The address, including street and number, of the initial registered office of the corporation in the District of Columbia is Suite 500, 1666 Connecticut Avenue N.W., Washington, D.C. 20009, and the name of the initial registered agent at such address is Michael B. Trister, a resident of the District of Columbia.

FIFTEENTH: The names and addresses of each incorporator are as follows:

Gail E. Ross
1666 Connecticut Ave., N.W. #500
Washington, D.C. 20009

Cynthia M. Lewin
1666 Connecticut Ave., N.W. #500
Washington, D.C. 20009

Eileen Daly
1666 Connecticut Ave., N.W. #500
Washington, D.C. 20009

IN WITNESS WHEREOF, we have signed and acknowledged these Articles of Incorporation this _______ day of __________________, 1995.

_______________________________

Gail E. Ross

_______________________________

Cynthia M. Lewin

_______________________________

Eileen Daly
District of Columbia ) ss

I, _______________________________, a Notary Public, hereby certify that on ___________________________, 1995, personally appeared before me, Gail E. Ross, Cynthia M. Lewin, and Eileen Daly, who, being first duly sworn, declared that they severally and individually signed the foregoing document as incorporators, and that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year written above.

_____________________________

NOTARY PUBLIC