BYLAWS

OF

The College Savings Foundation

ARTICLE I

Name and Incorporation

The name of the foundation is The College Savings Foundation (”CSF” or “the Foundation”).  The Foundation is a nonprofit corporation chartered under the laws of the District of Columbia and exempt from tax under section 501(c)(6) of the Internal Revenue Code.

The Foundation has no capital stock.  Net income from its activities shall accrue solely to the Foundation, and no part shall inure to the benefit of individuals or member companies.

ARTICLE II

Membership

Section 1.  Categories of Membership.  There shall be three categories of members – Board Members, Sustaining Members and Associate Members.

1. Board Members – Board Members shall include organizations that are (i) 529 Plan Program Managers, (ii) 529 Plan Investment Managers, (iii) State 529 Plan Sponsors, or (iv) offer enrollment in 529 college savings programs, whether as a broker-dealer or otherwise, and which in addition, pay the annual membership fee set by the Board for firms that desire to have a seat on the Board of Directors.
   1. All Board Members shall have the same rights and privileges but there shall be two tiers of dues for Board Members depending on size or assets under management.
      1. Members with one billion dollars or more in total assets under management in 529 plans shall pay a higher annual membership fee as periodically approved by the Board and shown as Tier I dues on assessments.
      2. Members with less than one billion dollars in assets under management in 529 plans shall be assessed a lower fee, as periodically approved by the Board and shown as Tier II dues in assessments.
      3. Any Broker-Dealer with a Financial Advisor headcount at or above 5000 (who is not also a Program Manager or Investment Manager) may be a Board member at the Tier II level.

As described in Article V below, Board Members are the only voting Members of CSF.

2. Sustaining Members. Sustaining Members include organizations or individuals that provide legal or other services, including but not limited to general consulting or information technology, with respect to 529 Plans.  A Broker-Dealer firm with a financial advisor headcount between 1,000 and 4,999 may join as a Sustaining Member.  Sustaining Members are non-voting members of CSF.

3. Associate Members. Associate Members include organizations or individuals that are supportive of the Foundation and its mission, including states and state officials which do not choose to become a Board Member, small business members, non-profits, educational institutions, banks, credit unions, asset managers, accounting firms and Broker-Dealer firms with a financial advisor headcount of less than 1,000. Associate Members are non-voting members.  A small business is defined as having 10 or fewer employees. The Board shall have discretion to determine any additional criteria for small business membership and may change the criteria from time to time.

Section 2.        Applications.  Applications for all classes of membership shall be filed with the Foundation on a written application form provided by the Foundation. Any applications so filed shall be reviewed promptly by the Executive Committee.  Upon the making of a finding by the Executive Committee that an applicant is eligible for membership, the applicant shall be notified immediately and its membership shall become effective as of the date of receipt of dues payment.

Section 3.        Resignations.  Any Member in good standing may withdraw from the Foundation after fulfilling all obligations to it, by giving written notice of such intention to the Foundation at least thirty (30) days before the effective date of such withdrawal.  Any notice so given shall be presented to the Board of Directors at its first duly constituted meeting following receipt of such notice.  Any Member so withdrawing shall not be entitled to any refunds of any type or in any amount.

Section 4.        Suspension and Reinstatement.  Any Member who is in default in the payment of dues for a period of ninety (90) days after such dues become payable may, in the absence of good cause found to exist by the Board of Directors, be suspended from membership.  Any Member so suspended shall, until reinstated, forfeit all rights and privileges of membership in the Foundation; provided, however, that suspension shall not relieve a Member from the requirement of fulfilling all obligations to the Foundation theretofore incurred.  A suspended Member shall be reinstated to good standing upon payment in full of all dues and other amounts owing and payable at the time of suspension.

ARTICLE III

Fees, Dues and Other Charges

Dues.  The annual dues and payment schedule for each class of membership of the Foundation shall be fixed and determined by the Board of Directors.  Such additional schedules of charges for other services or activities as it deems appropriate and proper may be established by the Board.

ARTICLE IV

Foundation Meetings

Section 1.        Annual Meeting.  The annual meeting of the Foundation shall be held at a time and place fixed by the Board of Directors.

Section 2.        Special Meetings.  Special meetings of the Foundation or of Members may be called by the Board Chair or Vice-Chair or at the request of at least one-fourth of the Members of the Board of Directors.

Section 3.        Notice of Meeting.  A notice stating the time, place, and purpose of each meeting, signed by the Secretary, shall be delivered electronically to the requested email address of each member not less than ten days, nor more than fifty days, prior to the time fixed for the meeting.  Such notice shall state any limitation on meeting attendance, other than by members, that may be deemed necessary to assure orderly proceedings.

Section 4.        Designation of Member Representatives.  Each Member shall designate, in writing, to the Executive Director of CSF, a Primary  Representative of the Member and, if desired, a Secondary Representative, either of whom shall be entitled to act for the Member at Foundation meetings; provided, however, that only the Primary Representative shall vote at meetings at which both are present.

ARTICLE V

Board of Directors

Section 1.        Powers and Duties.  General management of the property, funds and business of the Foundation shall be the responsibility of the Board of Directors.  The number of Directors shall be up to twenty (20), or such other number as shall be decided by the Directors from time to time.  The Board of Directors shall be responsible, directly or through delegation to the Executive Committee, for:

1. Coordinating the activities of all operating committees and groups of the Foundation.

2. Effecting the preparation of an audited financial statement reflecting the Foundation’s operations, said statement to be made available to the members of the Board within ninety (90) days after the close of each fiscal year.

3. Establishing general policies and operating procedures for the Foundation, including, but not limited to, policies governing the undertaking of special projects, the way in which industry standards are to be established, and other matters of similar import.

4. Forming special committees for the conduct of special projects for the Foundation, and termination of same upon completion of assignment.

5. Reviewing and approving bylaws, membership standards, annual plans and programs, basic objectives, and Special Committee assignments and budgets.

6. Approving Foundation financial reports, budgets, and investment plans.

7. Creating advisory boards and standing committees to serve the Board of Directors in accordance with Article VIII, Section 2, where appropriate and necessary.

8. Designating the time and place of general membership meetings of the Foundation as well as meetings of the Board of Directors.

Section 2.        Composition of Board of Directors.  The Board of Directors shall be comprised of the Primary Representatives of each Board Member, who shall be duly identified to the Executive Director in advance of each Annual Meeting.  Directors shall serve during such time as they are the Primary Representative identified by the Board Member appointing them and during such time as the Board Member is in good standing as such with the Foundation.

Section 3.        Resignation, Removal or Addition of Directors.   A Board Member may change the Primary Representative from time to time by providing written notice of such change to the Executive Director.  The composition of the Board of Directors also may change between Annual Meetings because of the addition or resignation of a Board Member.  Any Director may be removed for cause by a two-thirds vote of the Directors present at any regular or special meeting at which a quorum is present.   In the event of death, resignation or removal of a Director, the Board Member affected shall designate a replacement.

Section 4.        Meetings.  The Board of Directors shall hold at least one regular meeting each year.  Other meetings of the Board of Directors may be called by the Chair, the Executive Director or at the request of not less than one-fourth of the total number of Directors.

Section 5.        Quorum and Voting.  The presence in person of a majority of the Directors shall constitute a quorum for the transaction of business.  Except as otherwise provided in these Bylaws, the Directors shall act by a majority vote of those present in person or via electronic or telephonic connection.  A Secondary Representative of a Board Member may always act in the absence of the Primary Representative.  In the absence of both a Primary and Secondary Representative, a proxy vote may be cast by a substitute representative of a Board Member provided the Executive Director receives, and confirms receipt, written notice of such delegation from the Director. Such notice may be provided electronically or in other form.

Section 6.        Annual Report.  The Board of Directors shall cause to be prepared and shall present at each Annual Meeting of the Foundation a report on the activities and operations of the Foundation for the current fiscal year.

ARTICLE VI

Officers

Section 1.        Elected Officers.  The elected officers of the Foundation shall be Chair, Vice Chair, Treasurer, and Secretary.

Candidates shall be elected by majority vote of the Board of Directors and shall take office at the time of the Foundation’s Annual Meeting or at such time as the Board determines. Each Officer so elected shall hold office for a term of one year, or until his or her successor has been duly elected and assumed the duties of office.

Vacancies in any office may be filled for the balance of their term by the Directors at any regular or special meeting or via mail or electronic ballot.  The Chair may appoint an interim officer to hold office until such elections are held.

Section 2.        Paid Officers.  The Board of Directors may employ an Executive Director to be responsible for carrying out policy as set by the Board of Directors, for conducting the daily affairs of the Foundation and for the employment and supervision of all other paid Foundation personnel. The Executive Director, by virtue of his position, shall be a non-voting member of the Board of Directors.

Section 3.        Duties of Officers.

1. The Chair shall preside at all meetings of the Board, the Executive Committee and at the Annual Meeting and any other membership meeting.  The Chair is an ex officio member of all committees.

2. The Vice Chair shall serve as Chair in the absence or unavailability of the Chair. The Vice-Chair is an ex officio member of all committees.

3. The Secretary shall oversee the preparation and serving of all notices of the Foundation and the Board of Directors and attest and affix the corporate seal of the Foundation to all documents and instruments requiring the same. The Secretary shall insure that proper care is given to the Foundation’s books and papers.  Day-to-day activities such as preparing and receiving notices, drafting minutes and other ministerial duties, are delegated to the Executive Director as described in paragraph 5 below.

4. The Treasurer shall insure that sound accounting principles and practices are followed by the staff or agents who have fiduciary responsibility. The Treasurer shall report on the financial condition of the Foundation at its Annual Meeting and at meetings of the Board of Directors and the Executive Committee, when required.  The Treasurer shall serve as the Chair of the Finance Committee.

5. The Executive Director shall be directly responsible to the Executive Committee. This person shall serve as the chief administrative officer and direct the day-to-day operations of the Foundation.  He or she shall:
   1. Have full authority and responsibility for the employment retention and supervision of all members of the Foundation’s headquarters staff and all other individuals and organizations retained to assist with the Foundation activities;
   2. Develop and recommend policies to the Executive Committee and the Board of Directors;
   3. Develop, recommend, and implement programs for members, membership development, operations, and organizations in accordance with approved policies of the Foundation’s Board of Directors;
   4. Solicit the active participation of members in the Foundation’s activities;
   5. Prepare and recommend the Foundation’s annual operating plan budget to the Board of Directors and its Finance Committee; and administer and maintain control over the approved budget within the limits prescribed by the Board of Directors;
   6. Prepare meeting notices and agendas of the Executive Committee and the Members; and
   7. Represent the Foundation before the general public, government agencies, legislative bodies, business groups and other appropriate organizations.
   8. The Board may approve other officers as it shall deem necessary. Other officers, if any, shall have such titles, powers and duties as the Board of Directors may assign to them.

ARTICLE VII

Committees of the Board of Directors

Section 1.        Standing Committees.  The following committees shall be permanent standing committees of the Board of Directors:  Executive Committee, Finance Committee, Legislative, Legal and Regulatory Affairs Committee, Industry Data Committee, and Media Relations Committee.  Each shall be directly responsible to the Board.  Each of the foregoing Committees shall operate under the parameters set forth in the rest of this Section.

1. Executive Committee
   1. Powers and Duties. The Executive Committee shall be empowered to manage the affairs of the Foundation between meetings of the Board of Directors, subject to ratification of its actions by the Board, and to direct the activities of the Executive Director.  The Executive Committee shall recommend policies and financial and operational programs to the Board of Directors, based upon its own studies, as well as upon recommendations submitted by the Executive Director.
   2. Composition and Tenure. The Executive Committee shall be composed of the elected officers of the Foundation; the immediate Past Chair (but only for so long as his or her firm continues as a member of the Foundation); the Executive Director; and other directors, if any, elected by the Board Members.
   3. Meetings. The Executive Committee shall meet as necessary.  Meetings may be called by the Chair or the Executive Director, or at the request of three committee members.  A majority of the members of the Committee shall constitute a quorum for transaction of its business.  The Committee may meet in person or by phone or other electronic means.

2. Finance Committee
   1. Powers and Duties. The Finance Committee shall be responsible for reviewing the annual operating budget and periodic financial reports of the Foundation, and shall present its recommendations to the Executive Committee and to the Directors.  The Finance Committee shall recommend policies concerning management of the financial resources of the Foundation, systems for internal financial control, allocation of funds, and the general dues structure, including those revisions to the structure deemed necessary to provide the required revenue.
   2. Composition and Tenure. The Chair of the Finance Committee shall be the Foundation’s Treasurer.  The Committee shall have at least two other Directors of the Foundation, appointed by the Chair, subject to approval of the Directors.  Those Directors appointed to the Committee by the Chair shall serve one-year terms, subject to reappointment by the Chair.

3. Legislative, Legal and Regulatory Affairs Committee
   1. Powers and Duties. The Legislative, Legal and Regulatory Affairs Committee shall be responsible for monitoring state and federal legislative developments that may impact qualified tuition programs, formulating strategies, and making recommendations regarding advocacy to influence such legislation.  In addition, it shall be responsible for monitoring and responding to the activities of the various regulatory bodies that impact qualified tuition programs, including without limitation the SEC, MSRB, Treasury, and IRS.  This Committee shall monitor and report on any litigation, whether state or federal, impacting 529 Plans.
   2. Composition and Tenure. The Chair of the Legislative, Legal and Regulatory Affairs Committee shall be appointed by the Chair of the Foundation subject to approval of the Directors.  The Chair of the Committee shall serve a one-year term, subject to reappointment by the Chair of the Foundation.  The Chair of the Committee shall seek assistance from other members of the Foundation.

4. Industry Data and Research Committee
   1. Powers and Duties. The Industry Data and Research Committee shall be responsible for gathering and disseminating data, research and other information    about qualified tuition programs; and such other material as may be useful in evaluating and promoting the college savings industry.
   2. Composition and Tenure. The Chair of the Industry Data Committee shall be appointed by the Chair of the Foundation, subject to approval of the Directors.  The Chair of the Committee shall serve a one-year term, subject to reappointment by the Chair of the Foundation.  The Chair of the Committee shall seek assistance from other members of the Foundation.

5. Media Relations Committee
   1. Powers and Duties. The Media Relations Committee shall be responsible for monitoring the press regarding qualified tuition programs, for developing informational campaigns, and for arranging press releases and media appearances in which members of the Foundation may take part.
   2. Composition and Tenure. The Chair of the Media Relations Committee shall be appointed by the Chair of the Foundation. subject to approval of the Directors.  The Chair of the Committee shall serve a one-year term, subject to reappointment by the Chair of the Foundation.  The Chair of the Committee shall seek assistance from other members of the Foundation.

Section 2.        Other Committees.  The Directors or Executive Committee may, in their discretion, form such other Committees as are deemed necessary to deal with specific tasks or projects, or to provide needed advisory services.  Committees so formed shall be appointed by the Chair, who shall also appoint a Chair for each Committee.  The terms of office for members of such Committees shall expire upon completion of the specific task or project undertaken.

Section 3.        Quorum and Voting.  The presence in person, or by phone or other electronic means, of a majority of members shall constitute a quorum for the transaction of business by any permanent Committee.  Such Committees shall act by a majority vote of those members present or connected by electronic or telephonic communication.  Proxy voting or voting by substitute representatives may be permitted upon determination of the Committee’s chair.

Section 4.        Administration.  The Foundation’s Chair or Executive Director shall provide or arrange for administrative support for Committees which shall include, when needed, the employment of outside consultants or advisors.

ARTICLE VIII

Seals, Trademarks, Other Indicia

The Foundation shall have the sole right to adopt and control completely the use of its Seal, and such other seals, trademarks or other indicia as it may deem suitable and appropriate.  The use of the Foundation’s Seal shall, in general, be confined to its printing or affixation in connection with duly authorized and official actions of the Board of Directors.

The Board of Directors may approve the use of the Foundation name or logo by any member company to identify itself as a member of the Foundation; provided, however, that the name or logo may be used by members only to indicate their membership in the Foundation in correspondence, advertising material, publications or similar activities, where the use is exclusively and directly related to the conduct of the member’s business.  The name or logo may not be used by any member for product identification purposes, in standardization or certification programs, or for similar applications.  Further, the name or logo may not be used in any way to imply the Foundation’s approval, endorsement or sponsorship of any member’s products or services or any political candidate or cause, without approval of the Board.

ARTICLE IX

Fiscal Year

The fiscal year of the Foundation shall begin on the first day of January each year and shall end on the thirty-first day of December.

ARTICLE X

Indemnification

Section 1.        Directors.  Every director, officer or employee of the Foundation shall be indemnified by the Foundation against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon them in connection with any proceeding to which he or she may be made a party, or in which he or she may become involved, by reason of being or having been a director, officer or employee of the Foundation, or any settlement thereof, whether or not he or she is a Director, officer or employee at the time such expenses are incurred, except in such cases wherein the Director, officer or employee is judged guilty or willful misfeasance or malfeasance in the performance of his or her duties.  The foregoing right of indemnification shall be in addition to and not exclusive to all other rights to which such Director, officer or employee may be entitled.

Section 2.        Members.  No member of the Foundation may be held responsible nor incur penalty related to the improper or illegal conduct of any other member of the Foundation.

ARTICLE XI

Amendments of Bylaws and Articles of Incorporation

These Bylaws and Articles of Incorporation may be amended, repealed or altered, in whole or part, by a two-thirds (2/3) vote of the entire Board of Directors at any duly called and organized meeting of the Board of Directors, or by a two-thirds (2/3) vote of those responding to a mail or electronic ballot, providing a notice of the substance of proposed changes is provided to all such Directors at least thirty (30) days prior to the time fixed for a return of mail or electronic ballots, as the case may be.  In those cases where Bylaws changes are made the subject of a mail or email vote, those eligible to cast ballots shall mail or email the same to the Executive Director in care of the vote, and the Executive Director shall open and record all the ballots, canvass the same and report in writing to the membership on the results.

ARTICLE XII

Dissolution

Upon a majority vote of the Board, the Foundation may dissolve and cease to exist after compliance with federal regulations and those of the District of Columbia or wherever the Foundation is incorporated at the time of dissolution.