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The Obershenk Medallion Trust

By-Laws

Whereas, the Founders & Trustee have this Fall of 1996 established a Nonprofit Charitable Trust known as the Obershenk Medallion Trust for the purpose of promoting vocal music in Pittsburgh by providing professional development resources for exceptionally gifted singers, and

Whereas, the Declaration of Trust establishing the Obershenk Medallion Trust contemplates the existence of By-Laws for the proper implementation of the Trust under the laws of the Commonwealth of Pennsylvania and the United States of America, and

Whereas the Founders & Trustee have agreed upon the following By-Laws for the Obershenk Medallion Trust, under which the Trust shall operate and be governed;

The Same are hereby adopted by the Founders & Trustee on behalf of the Obershenk Medallion Trust, who declare that the Trust during its existence shall act as follows:

Name of Trust - The name of the Trust shall be the Obershenk Medallion Trust. The Trust may, in the discretion of the Advisory Board of Directors, be known as "The Obershenk Medallion Trust for the Benefit of Kevin E. Gruden" during the time that Mr. Gruden is the Beneficiary of the Trust, and thereafter the Beneficiary's name may be included in the name of the Trust.

Purpose of Trust - The purpose of the Trust is to promote vocal music in Pittsburgh by providing professional development resources for exceptionally gifted singers.

Establishment & Corpus of Trust - The Founders and Trustee hereby give to the Obershenk Medallion Trust funds sufficient to establish its existence as a legal entity. The corpus of the Trust shall be money and funds of any kind obtained by the Founders & Trustee and dedicated to Trust, together with other funds, investments, and moneys which may be contributed to the Trust, together with earnings, interest, and accretions to the invested funds of the Trust. The Trustee may receive and accept property, whether real, personal, or mixed, by way of gift, bequest, or devise, from any person, firm, trust, or corporation, to be held, administered, and disposed of in accordance with and pursuant to the provisions of this Trust. However, no gift, bequest, or devise of any such property shall be received and accepted if it is conditioned or limited in such manner as shall require the disposition of the income or its principal for purposes other than those provided for in this agreement or shall, in the opinion of the Trustee, jeopardize the federal income tax exemption of this Trust pursuant to §501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law).

Charitable Nature of Trust - The Trust is established exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the granting of scholarships for vocal training and related matters in the sole discretion of the Distribution Committee of the Trust, but only such purposes as also constitute public charitable purposes under the laws of trusts of the Commonwealth of Pennsylvania and the United States of America and the making of distributions to organizations that qualify as exempt organizations under §501 (c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law). The Trust does not contemplate pecuniary gain or profit, incidental or otherwise, to its members. No part of the net earnings of the Trust shall inure to the benefit of, or be distributable to, the donor, members and Trustee of the Trust, or other private persons, except that the Trust shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in this agreement. No substantial part of the activities of the Trust shall be the carrying on of propaganda, or otherwise attempting, to influence legislation, and the Trust shall not participate in, or intervened in including the publishing or distribution of statements and political campaign on behalf of any candidate for public office. Notwithstanding any other provisions in this trust, the Trust shall not carry on any other activities not permitted to be carried on by either (a) trust exempt from federal income tax under §501 (c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law) or (b) a trust contributions to which are deductible under §170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law).

Legal Nature of Trust - The Founders & Trustee hereby authorize and empower the Trustee to form a non-profit corporation or nonprofit unincorporated association limited to the uses and purposes provided of in this Trust; this corporation is to be organized under the laws of any state or under the laws of the United States as may be determined by the Trustee. The corporation, when organized, will have power to administer and control the affairs and property and to carry out the uses, objects, and purposes of this Trust. On the creation and organization such corporation, the Trustee are authorized and empowered to convey, transfer, and deliver to such corporation all the property and assets to which this Trust may be or become entitled. The charter, bylaws, and other provisions for the organization and management of such corporation and its affairs and property shall be such as the Trustee shall determine, consistent with the provisions of this Trust.

Appointment of Trustee & Successor Trustee - There shall always be a Trustee. The first Trustee of the Trust shall be Richard G. Johnson, Esq. Any Successor Trustee shall be named by the Advisory Board of Directors, as herein established, in the event of the death, resignation, or incapacity of the Trustee. Any succeeding Trustee shall, on his or her written acceptance of the appointment, have the same powers, rights, and duties, and the same tittle to the Trust, jointly with the surviving or remaining trustee as if originally appointed.

Duties & Responsibilities of Trustee - The Trustee shall have the exclusive control of the management and investment of the assets constituting the Trust and of the application of such assets for the purposes of the Trust. The Trustee shall submit to the Advisory Board of Directors a written statement of assets, income, and expenditures for each calendar quarter within thirty (30) days after the close of that quarter. No Trustee shall be required to furnish any bond or surety, nor shall be responsible or liable for the acts or omissions of any predecessor or of a custodian, agent, depository, or counsel selected with reasonable care. In addition to the powers vested in them by law and by the provisions of this agreement, Trustee shall have the following powers:

a. To invest and reinvest the principal and income of the Trust in such property, real, personal, or mixed, and in such manner as they shall deem advisable; to invest in or retain any stocks, shares, bonds, notes, obligation, or personal or real property (including without limitation any interests in or obligations of any corporation, association, business trust, investment trust, common trust fund, or investment company) although some or all of the property so acquired or retained is of a kind or size that, but for this express authority, would not be considered proper and although the entire Trust is invested in the securities of one company; provided, however, that the trustee shall not invest the property of the Trust in such a manner as to violate §504(a)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law). No principal or income, however, shall be loaned, directly or indirectly, to donor, any trust, or to anyone else, corporate or otherwise, who has at any time made a contribution to this Trust, nor to anyone except on the basis of an adequate interest charge and with adequate security.

b. To buy investments at a premium or discount.

c. To hold property unregistered or in the name of a nominee.

d. To give proxies.

e. To compromise claims.

f. To join in any merger, consolidation, reorganization, voting trust plan, or any other concerted action of security holders, and to delegate discretionary duties with respect to them.

g. To sell at public or private sale, for cash or credit or partly for each, to exchange, or to lease for any period of time, any real or personal property , and to give options for sales, exchanges or leases.

h. To employ a bank or trust company as custodian of any funds or securities and to delegate to it such powers as they deem appropriate; to hold Trust property without indication of fiduciary capacity but only in the name of a registered nominee, provided the Trust property is at all times identified as such on the books or places in the Untied States of America; to employ clerks, accountants, investment counsel, investment agents, and nay special services, and to pay the reasonable compensation and expenses of all such services in addition to the compensation of the trustee.

The fund whether in trust or corporate form, is specifically prohibited from engaging in any act that will cause it to lose its status as an organization described in §501(c)(3) of the Internal Revenue Code of 1954( or the corresponding provision of any future Untied States Internal Revenue law) including any acts of self-dealings as defined in §4941 of the Code, the retention of excess business holdings as defined in §4943 of the Code, the making of any investment that jeopardizes the purposes of the organization as defined in §4944 of the Code, and the making o f any taxable expenditures as defined in §4945 of the Code.

Beneficiary - A Beneficiary shall be named annually by the Advisory Board of Directors. Eligibility shall be determined by the Board, and shall take into consideration talent, experience, need, and promise. The Beneficiary shall be drawn from a pool of applicants in accord with qualifications as are determined by the Advisory Board of Directors.

Advisory Board of Directors - The Advisory Board of Directors shall consist of the Founders & Trustee hereto, together with persons later elected to the Board by a majority vote of the Board.

Distribution Committee - The Distribution Committee shall consist of the Trustee, the designated Beneficiary, along with Board of Directors. In the event of the death, resignation, or incapacity of a member of this Committee, the Advisory Board of Directors shall within 30 days appoint a replacement.

The principal and income constituting the Trust shall be kept invested by the Trustee and from time to time shall be paid in the form of scholarships for the benefit of the Beneficiary regardless of race, religion, sex, or creed, although residing in the Commonwealth of Pennsylvania.

Obershenk Circle - The Obershenk Circle shall function as a major gifts committee, and shall consist of those Obershenks who, upon invitation, agree to serve actively in the further development of the Trust.

Trust Amendments - This trust may be amended at nay time or times by written instrument or instruments signed and sealed by the Advisory Board of Directors, and acknowledged by any of the Trustee, provided that no amendment shall authorize the Trustee to conduct the affairs of this Trust in any manner or for any purpose contrary tot he provisions of §501(c) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue law).

Trust Duration - The Trust shall continue forever unless the Trustee terminate it and distribute all of the principal and income. This action may be take by the Trustee in his discretion at any time for any reason, including difficulty of administration.

Termination of Trust - This Trust shall terminate by a majority vote of the Advisory Board of Directors, and its corpus shall be disposed of in accord with law.

Disposition of Assets at Termination - On termination, whether the fund be in trust or corporate form at that time, the Trustee shall, after paying or making provision for the payment of all of the liabilities of the Trust, dispose of all of the assets of the Trust exclusively of the purposes of the Trust in such manner, or to such organization or organizations organized or operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as exempt organizations under §501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law), as the Trustee shall determine. Any of such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county that then has jurisdiction over the Trust, exclusively for such purposes or to such organization or organizations, as the court shall determine, as are organized and operated exclusively for such purposes.

Trust Situs - The situs of this trust shall be the Commonwealth of Pennsylvania and its terms shall be governed by the laws of the Commonwealth of Pennsylvania.

Witness

The Hands & Seals of the Founders & Trustee.

Fall 1996