The College Savings Foundation
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.
Section 1. Categories of Membership. There shall be three categories of members – Board Members, Sustaining Members and Associate Members.
As described in Article V below, Board Members are the only voting Members of CSF.
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.
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.
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.
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:
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.
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.
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.
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.
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.
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.
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.
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.
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.