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NFCC Bylaws

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ARTICLE I
General Provisions

Section 1: Purposes. The National Foundation for Credit Counseling, Inc. (“the Foundation”) is a District of Columbia Non-profit, non-stock corporation, and is not organized for the private gain of any person. The purposes of the Foundation are as stated in its Articles of Incorporation.

Section 2: Business Oﬃces. The Foundation may have oﬃces within and without the United States and its territories as the Board of Trustees (“the Board”) may from time to time determine.

ARTICLE II
Members

Section 1: Classes. The Foundation shall have one class of Members (“Members”).

Section 2: Membership Qualifications. Except as provided in Article XI of these Bylaws, to be eligible for membership in the Foundation, an organization must be a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (“the Internal Revenue Code”), duly qualified and existing under the laws of the District of Columbia or any state or territory of the United States of America, providing consumer financial education and counseling services and acting in compliance with all applicable federal and state laws and regulations.

Section 3: Membership Application. A party seeking to become a Member of the Foundation shall: (A) make written application for membership in accordance with the Foundation’s procedures; (B) be approved for membership by a majority vote of the Council on Member Affairs; (C) pay application fees and dues as established by the Council on Member Affairs; and (D) agree to comply with the Bylaws, the Member Quality Standards and other rules, policies and standards of the Foundation.

Section 4: Membership Requirements. To maintain its membership in the Foundation, a Member shall: (A) maintain the Membership Qualifications specified in Section 2 of this Article; (B) obtain and maintain the Foundation-approved accreditation; (C) pay dues and fees established by the Foundation; and (D) comply with the Bylaws, Member Quality Standards and other rules, policies and standards of the Foundation.

Section 5: Member Fees and Dues. The amount of application fees and annual dues shall be determined by the Council on Member Affairs. Application fees shall be paid by the prospective Member at the time the application for membership is submitted to the Foundation. Each Member shall file with the Foundation no later than December 31 of each year, for the Foundation’s approval, a written dues payment schedule for the ensuing year in a form determined by the Foundation. Each Member shall pay annual membership dues in accordance with its approved written dues payment schedule. Any Member that fails to file an annual written dues payment schedule or fails to pay its dues within ten (10) days after the due date stated in the dues payment schedule shall be deemed to be “Not in Good Standing” and shall lose all voting rights and other privileges of membership as determined by the Council on Member Affairs until such time as the default in payment has been cured. Any Member that defaults in the payment of dues for more than thirty (30) days after the due date is subject to termination of its membership in the Foundation.

Section 6: Resignation, Suspension and Termination of Membership. A Member may resign from the Foundation by sending its written notification to the Chair of the Council on Member Affairs at the Foundation’s registered principal oﬃce that specifies the eﬀective date of the resignation. The acceptance of such resignation shall not be necessary to make it eﬀective. If not otherwise specified, such resignation shall be eﬀective upon receipt. A Member may be suspended or terminated as a Member of the Foundation due to its failure to comply with any of the applicable requirements of Section 4 of this Article, as determined by a vote of two-thirds (2/3) of the Council on Member Affairs. At least twenty (20) days prior to such a vote, the Foundation shall provide written notice of the pending issue(s) to the aﬀected Member’s Voting Representative and the Member’s Board Chair at their last known business ad dresses on file with the Foundation. No later than five (5) days prior to a vote on suspension or termination of membership, the aﬀected Member may submit its response, position or proposal to cure the pending issue(s) in writing to the Council on Member Affairs for its consideration. In such instances, the option of suspension of membership versus termination of membership shall be at the sole discretion of the Council on Member Affairs. A Member that is suspended shall be deemed to be “Not in Good Standing,” and shall not be entitled to hold itself out as a Member of the Foundation, or otherwise be eligible or liable for, any rights, duties, opportunities, responsibilities or obligations as a Member of the Foundation during the suspension period. Any violation of the terms of suspension of membership shall be grounds for immediate termination of membership by a two-thirds (2/3) vote of the Council on Member Affairs without any further notice to the suspended Member prior to such a vote. A suspended Member may have its membership in the Foundation reinstated by a majority vote of the Council on Member Affairs under such terms and conditions as established by that vote.

Section 7: Annual Meeting. The Annual Meeting of Members shall be held prior to November 1 of each year, and shall be for the purpose of electing Member- Representative Trustees to the Board, ratifying the election of At-Large Trustees to the Board, electing members of the Council on Member Affairs, and for the transaction of such other business as may come before the meeting.

Section 8: Special Meetings. Special meetings of the Members may be called by the Chair of the Council on Member Affairs or upon the written call signed by at least thirty-five percent (35%) of the Members delivered to the Chair of the Council on Member Affairs. Any call for a special meeting shall state the purpose or purposes of the proposed meeting.

Section 9: Place of Meeting. The meetings of the Members shall be held at the registered principal oﬃce of the Foundation, or at such other place as may be specified by the Council on Member Affairs.

Section 10: Notice and Waiver of Notice. Written notice setting forth the date, time, location and, in the case of a special meeting, the purpose of the meeting, must be given in person, electronically or by mail no later than twenty (20) days before the proposed meeting. If mailed, such notice shall be deemed to be given when deposited by the Foundation in the United States mail addressed to the Member’s Voting Representative at the Member’s address as it appears in the records of the Foundation, with postage thereon prepaid. The Member entitled to receive such notice may waive the same in writing or electronically, either before or after the meeting for which the notice is required, and such waiver shall itself be deemed equivalent to notice. All waivers shall be filed with the Secretary of the Council on Member Affairs. A Member’s attendance at any meeting shall constitute waiver of notice of such meeting, unless the Member’s attendance at the meeting is for the specific purpose of objecting to the transaction of business because the meeting was not called or convened in accordance with the provisions of this Section.

Section 11: Agenda. The Chair of the Council on Member Affairs shall preside as the Presiding Oﬃcer (“Presiding Oﬃcer”) at the meetings of the Members and, except as hereinafter provided, shall set the agenda for the meetings of the Members, provided however that if said meeting is held pursuant to a call by the Members as provided in Section 8 of this Article, the Presiding Oﬃcer shall place the matter or matters contained in the written call by the Members on the agenda. Notwithstanding the foregoing, at least ten percent (10%) of the Members shall be entitled to place a matter on the agenda by submitting the matter in writing to the Presiding Oﬃcer on or before the fifteenth (15th) day prior to the date set for the meeting. If, within fourteen (14) days before a meeting of the Members, but no less than twenty-four (24) hours prior to the meeting, ten percent (10%) of the Members request in writing to the Presiding Oﬃcer that a matter be placed on the agenda, the Presiding Oﬃcer may, in the Presiding Oﬃcer’s discretion, place the matter on the agenda for consideration at the meeting.

Section 12: Quorum. A quorum shall consist of the presence of a majority of Members. A quorum shall include those eligible voters who appear in person or who are represented by a written proxy at the meeting. In the event a quorum is not obtained, a majority of those present may continue the meeting to a time and place at which a quorum can be obtained.

Section 13: Voting. The number of votes that a Member in “Good Standing” may cast shall be established by the Council on Member Affairs based upon the level of membership dues that the Member pays in accordance with Section 5 of this Article. In a manner prescribed by the Council on Member Affairs, each Member shall designate to the Foundation no more than one (1) executive oﬃcer who shall serve as that Member’s Voting Representative (“Voting Representative”) who shall be eligible to act and cast ballots on behalf of the Member in Foundation matters. Unless otherwise required under the Articles of Incorporation or any applicable laws, or except as otherwise provided in theses By laws, a majority of the votes cast by the Members at a meeting of the Members, at which a quorum is present, shall be necessary for the adoption of any matter voted upon by the Members. Only the Voting Representatives of Members who are in “Good Standing” and present in person or represented by a written proxy shall have the authority to vote at any meeting of the Members. To be valid, a ballot must be signed and cast by the Member’s Voting Representative or, in the case of a proxy, be signed and cast by the person designated to execute the proxy and be accompanied by a written proxy specifying the authority of the person designated to execute the proxy to vote on behalf of that Member which must be signed by that Member’s Voting Representative.

Section 14: Mail and Electronic Balloting. The Members may act by mail or electronic ballot, to the extent as provided by the laws of the District of Columbia, on matters and in the manner submitted to them by the Board, Council on Member Affairs or their respective Executive Committees, or pursuant to these Bylaws. The ballot shall be submitted to the Members at least fifteen (15) days prior to the date by which the ballots must be returned by the Members. A ballot shall be deemed submitted to the Members on the date it is placed in the United States mail or submitted electronically to the Members. Unless otherwise provided in these Bylaws, a vote in support of a proposal by a majority of votes entitled to be cast by the Members shall constitute the act of the Members. A ballot returned to the Foundation by a Member must be received by the Foundation prior to the specified deadline in order to be counted.

Section 15: Manner of Acting and Rules of Order. Unless otherwise provided herein, parliamentary rules as stated in the current edition of Robert’s Rules of Order, shall govern the procedure of all meetings of the Members.

ARTICLE III
Board of Trustees

Section 1: General Powers. Except as provided in Article VI of these Bylaws, the aﬀairs of the Foundation shall be managed, supervised, and controlled by a Board of Trustees (“the Board”).

Section 2: Composition. The number of Trustees on the Board shall not exceed sixteen (16). Of that number, up to eight (8) Trustees shall be elected by the Board and ratified by the Members, as provided in Section 4 of this Article (“At-Large Trustees”); six (6) Trustees shall be elected by the Members, as provided in Section 5 of this Article (“Member-Representative Trustees”); one (1) Trustee shall be the Chair of the Council on Member Affairs, who shall serve ex-oﬃcio, with vote; and one (1) Trustee shall be the Chief Executive Oﬃcer of the Foundation, who shall serve ex-oﬃcio, without vote. The overall composition of the At-Large Trustees should reflect a diverse range of interests and backgrounds. Notwithstanding any other provision of these Bylaws, no Member may have more than one representative serving on the Board at a time. For purposes of these Bylaws, a representative of a Member is defined as any individual who is aﬃliated with, or serves in any fiduciary capacity on behalf of, that Member.

Section 3: Term of Oﬃce. Except as otherwise set forth in this Article, the term of oﬃce for a Trustee elected pursuant to Section 4 or Section 5 of this Article shall be three (3) years. A Trustee elected pursuant to the provisions of Section 4 or Section 5 of this Article may not serve more than two (2) consecutive three- (3) year terms at a time.

Section 4: Election of At-Large Trustees. Except as otherwise set forth in this Article, nominees for At-Large Trustees shall be recommended to the Board by the Nominating Committee and shall be elected by a majority vote of the Board and subject to ratification by Members at the next Annual Meeting of Members. The slate of At-Large Trustees shall be distributed to Members at least fifteen (15) days prior to the Annual Meeting of Members. At the Annual Meeting of Members, Members shall be entitled to vote to ratify the election of At-Large Trustees by ballot listing the At-Large Trustees subject to ratification. Members may vote to ratify the election of At-Large Trustees or withhold their vote to ratify the election of At-Large Trustees either as a slate of At-Large Trustees or as individual At-Large Trustees. For purposes of Section 3 of this Article, the term of oﬃce for an At-Large Trustee shall begin at the conclusion of the Annual Meeting of Members at which the At-Large Trustee is ratified by Members.

Section 5: Election of Member-Representative Trustees. Except as otherwise set forth in this Article, Member-Representative Trustees shall be elected by Members at the Annual Meeting of Members from a list of eligible candidates who have expressed their written intention to stand for election to the Secretary of the Council on Member Affairs at least thirty (30) days prior to the Annual Meeting of Members. That list shall be distributed to Members at least fifteen (15) days prior to the Annual Meeting of Members. All eligible candidates shall appear on a single ballot, and the candidates receiving the highest total number of votes shall be elected to the open positions, respectively, for the term designated by this Article. To be an eligible candidate under this Section, a candidate must be the Voting Representative of a Member in Good Standing. Members of the Council on Member Affairs are not eligible to be candidates for election as Member-Representative Trustees.

Section 6: Standards of Conduct. Trustees shall sign and adhere to Standards of Conduct as set forth by the Board.

Section 7: Resignation/Early Termination/Removal. A Trustee may resign at any time by giving written notice to the Chair of the Board. The acceptance of such resignation shall not be necessary to make it eﬀective on the date specified therein. If no date is specified, the resignation is eﬀective upon receipt. A Member-Representative Trustee shall automatically cease being a Trustee if the Member-Representative Trustee ceases to be the Voting Representative of a Member or if the Member with which the Member-Representative Trustee is aﬃliated ceases to be a Member of the Foundation. A Trustee may be removed from the Board for good cause by a majority vote of the Board. Good cause may include, but is not limited to, the following: (A) the failure of the Member with which a Member-Representative Trustee is aﬃliated to be in “Good Standing” or to maintain compliance with Section 4 of Article II of these Bylaws; (B) the failure to sign and abide by the Standards of Conduct for Trustees set forth by the Board; (C) the failure to act, communicate or otherwise represent the interests of the Foundation in a manner consistent with the tenets of the Foundation set forth in the Articles of Incorporation and these Bylaws; (D) the failure to attend three (3) consecutive meetings of the Board without a reasonable justification, as deter- mined by the Board; (E) conviction of, or a guilty plea to, a criminal oﬀense potentially punishable by imprisonment of one (1) year or more if, in the judgment of the Board, such act injures the professional standing or business of the Foundation; (F) dishonesty with respect to the Trustee’s duties and obligations to the business and aﬀairs of the Foundation, or; (G) acts of negligence or willful misconduct which, in the judgment of the Board, are materially detrimental to the Foundation’s business aﬀairs, after written notice by the Board to the Trustee and reasonable opportunity for the Trustee to cure such acts.

Section 8: Filling an At-Large Trustee’s Vacancy. Whenever a vacancy shall be created in a Board position by death, resignation, removal or otherwise of an At-Large Trustee, a new At-Large Trustee shall be elected by a majority vote of the Board and subject to ratification by the Members at the next Annual Meeting of Members pursuant to Section 4 of this Article to serve the remainder of the unexpired term.

Section 9: Filling a Member-Representative Trustee’s Vacancy. Whenever a vacancy shall be created in a Board position by death, resignation, removal or otherwise of a Member-Representative Trustee, a new Member-Representative Trustee shall be elected by a majority of the Council on Member Affairs on an interim basis. A Member-Representative Trustee so elected shall serve until the next Annual Meeting of Members at which time the Members shall elect a Member-Representative Trustee nominated in accordance with Section 5 of this Article to serve the remaining unexpired term of the Member-Representative Trustee which caused the vacancy.

Section 10: Annual Meeting. The Annual Meeting of the Board shall be held at a time and place designated by the Chair of the Board and shall be held for the purpose of electing the Board Oﬃcers and transacting such business as may come before the Board.

Section 11: Additional Meetings. Additional meetings of the Board may be held in accordance with a resolution adopted by the Board.

Section 12: Special Meetings. Special meetings of the Board may be held upon the call of the Chair of the Board or upon the signed written call of at least thirty-five percent (35%) of the Board. Any call for a special meeting shall state the purpose(s) of the proposed meeting.

Section 13: Place of Meetings. Meetings of the Board shall be held at the regular principal oﬃce of the Foundation, or at such other place as specified by the Chair of the Board and may be held electronically or telephonically or in any manner authorized by the laws of the District of Columbia.

Section 14: Modality of Meetings. The Chair of the Board may designate the modality of the meetings of the Board.

Section 15: Agenda. The Chair of the Board shall preside at all meetings of the Board. The Chair of the Board shall set the agenda for meetings of the Board, except for special meetings held in accordance with Section 12 of this Article. At such special meetings, the Chair of the Board shall place the matter or matters contained in the written call by the Chair of the Board or the Board members on the agenda. Notwithstanding the foregoing, any five (5) Trustees shall be entitled to place a matter on the agenda of any Board meeting by submitting the matter in writing to the Chair of the Board on or before the fifth (5th) day prior to the meeting. If, within four (4) days before a meeting, but not less than twenty-four (24) hours prior to the meeting, any five (5) Trustees propose that a matter be placed on the agenda of the Board meeting by delivering to the Chair of the Board a copy of the proposed matter, the Chair of the Board may, in the Chair’s discretion, place the matter on the agenda for consideration at the meeting. Should the Chair of the Board decline to place on the agenda for consideration any matter presented to the Chair of the Board less than five days prior to the Board meeting, the minutes of the meeting shall reflect that the proposed matter was requested to be heard and the basis for the Chair of the Board in declining the request.

Section 16: Notice and Waiver of Notice. Written notice setting forth the date, time, location, and, in the case of a special meeting, the purpose(s) of the meeting must be given in person, by mail or by electronic means at least two (2) days before the proposed meeting. If mailed, such notice must be given at least seven (7) days before the proposed meeting and shall be deemed to be delivered when deposited by, or at the direction of, the Chair of the Board in the United States mail addressed to the Trustees at their addresses as they appear in the records of the Foundation, with postage thereon prepaid. The Trustee entitled to receive such notice may waive the same, either before or after the meeting for which the notice is required to be given, and such waiver made by the Trustee entitled to notice shall itself be deemed equivalent to notice. All waivers shall be noted by the Secretary of the Board. A Trustee’s attendance at any meeting shall constitute waiver of notice of such meeting, unless the Trustee’s attendance at the meeting is for the specific purpose of objecting to the transaction of business because the meeting was not called or convened in accordance with the provisions of this Section.

Section 17: Quorum. At any meeting of the Board, a quorum shall consist of the presence in person, by telephone or electronic means of a majority of Trustees. In the event a quorum is not obtained, a majority of those present may continue the meeting to a time and place at which a quorum can be obtained.

Section 18: Conflict of Interest. A Trustee shall be disqualified from the participation in the discussion of and vote upon, any issue in which the Trustee has a conflict of interest. For purposes of this Section, such an issue is one in which there is a specific and direct impact on the Trustee and/or the Member with which the Trustee is aﬃliated, which materially diﬀers from the impact on a majority of other Trustees or Members. The Trustee shall advise the Chair of the Board if such a conflict may exist and the Chair of the Board shall make the determination as to the applicability of the requirement for disqualification. A Trustee so disqualified may appeal the decision of the Chair to the Board. A majority vote of the Board, in which the aﬀected Trustee shall not be eligible to vote, shall be necessary to overrule the decision of the Chair. Failure of a Trustee to advise the Chair of the Board of such a conflict of interest may be grounds for removal of the Trustee pursuant to Section 7 of this Article.

Section 19: Manner of Acting and Rules of Order. Unless otherwise provided herein, parliamentary rules as stated in the current edition of Robert’s Rules of Order, shall govern the procedure of all meetings of the Board or committees designated in Article V of these Bylaws. Unless otherwise provided in these Bylaws, the vote of a majority of the Trustees or committee members in attendance, a quorum having been established, shall constitute the act of the Board or committee, respectively.

ARTICLE IV
Oﬃcers of the Board of Trustees

Section 1: Oﬃcers of the Board. The Oﬃcers of the Board of Trustees shall be the Chair of the Board, the Vice Chair of the Board, the Secretary of the Board, and the Treasurer of the Board.

Section 2: Election of Oﬃcers of the Board. The Oﬃcers of the Board shall be elected by the Board at the Annual Meeting of the Board.

Section 3: Terms of Oﬃce for Oﬃcers of the Board. The Oﬃcers of the Board shall serve a one (1) year term. Any oﬃcer may resign at any time by giving written notice to the Chair of the Board or the Secretary of the Board. Such resignation shall take eﬀect at the time specified therein. If not otherwise specified, the resignation shall be eﬀective upon receipt. Acceptance of such resignation shall not be necessary to make it eﬀective.

Section 4: Chair of the Board. The Chair of the Board shall preside at all meetings of the Board, Board Executive Committee, and Nominating Committee. The Chair of the Board shall serve as an ex oﬃcio member, without vote, of all other committees and task forces pursuant to Article V of these Bylaws, but shall not be counted as a member of those committees for the purpose of determining the size of the committee. The Chair of the Board shall perform such other duties as may be required by these Bylaws or the Board, or incident to the oﬃce of Chair of the Board, subject to the approval of the Board.

Section 5: Vice Chair of the Board. The Vice Chair of the Board shall act as Chair of the Board and preside at any meeting of the Board or Board Executive Committee at which the Chair of the Board is absent. The Vice Chair of the Board shall be the Chair of the Audit Committee. The Vice Chair of the Board shall perform such other duties incident to the oﬃce of Vice Chair of the Board, subject to the approval of the Board.

Section 6: Secretary of the Board. The Secretary of the Board, or his/her designee, shall give notice of, and shall keep the oﬃcial record of the proceedings of all meetings of the Board and Board Executive Committee; shall be charged with the custody of all papers and documents relating to the property of the Foundation; and shall determine if a quorum is present at all meetings of the Board and Board Executive Committee. The Secretary of the Board shall perform such other duties incident to the oﬃce of Secretary of the Board, subject to the approval of the Board.

Section 7: Treasurer of the Board. The Treasurer of the Board shall serve as Chair of the Finance Committee and shall assist in the preparation of the Foundation’s financial statements and positions for presentation to the Board. The Treasurer of the Board shall perform such other duties incident to the oﬃce of Treasurer of the Board, subject to the approval of the Board. Section 8: Board Oﬃcer Vacancies. In the event of a vacancy in the oﬃce of the Chair of the Board, the Vice Chair of the Board shall assume the oﬃce and the duties of the Chair of the Board and shall serve until the next Annual Meeting of the Board. In the event of a vacancy in the oﬃce of the Vice Chair of the Board, Secretary of the Board, or Treasurer of the Board, the Board may elect another Trustee to fill the vacant position until the next Annual Meeting of the Board.

ARTICLE V
Board of Trustees Committees

Section 1: Standing Committees. The Foundation shall have the following standing committees under the jurisdiction of the Board of Trustees: Board Executive; Finance; Audit; and Nominating.

Section 2: Board Executive Committee. The Board Executive Committee shall be comprised of five (5) members, and shall include the Chair of the Board, Vice Chair of the Board, Secretary of the Board, the Chair of the Council on Member Affairs, and a Member-Representative Trustee designated by the Council on Member Affairs. In the event that the Chair of the Council on Member Affairs is otherwise a member of the Board Executive Committee by virtue of being an Oﬃcer of the Board as designated in Section 1 of Article IV of these Bylaws, the Board shall elect another Trustee to serve on the Board Executive Committee. The Chair of the Board shall serve as Chair of the Board Executive Committee. (A) Powers and Duties. The Board Executive Committee shall be responsible for conducting the business and have the power and authority to act on behalf of the Board in between the meetings of the Board. (B) Meetings. The Board Executive Committee shall meet at the call of the Committee Chair and in the modality designated by the Committee Chair. (C) Report to the Board. A report of the formal actions taken by the Board Executive Committee and such other matters as deemed appropriate by the Committee Chair, shall be provided to the Board at the next meeting of the Board. Notwithstanding the provisions of Section 15 of Article III of these Bylaws, any Trustee may move for the reconsideration of any action of the Board Executive Committee as “New Business.”

Section 3: Finance Committee. The Finance Committee shall be comprised of five (5) members, and shall include the Treasurer of the Board, at least two (2) At-Large Trustees, and at least two (2) Member-Representative Trustees. The Treasurer of the Board shall serve as the Chair of the Finance Committee. (A) Powers and Duties. The responsibilities of the Finance Committee shall be as follows: (i) to ensure that accurate and complete financial records are maintained by the Foundation; (ii) to develop and recommend to the Board for their approval the preliminary operating budget, and to develop and recommend to the Board any final adjustments to that budget; (iii) to provide on-going review of current budgets and financial performance and make recommendations with respect thereto; (iv) to ensure compliance with applicable laws and regulations related to the Foundation’s finances, and; (v) to review and recommend the investment of the Foundation’s funds to the Board for its approval. (B) Meetings. The Finance Committee shall meet at the call of the Committee Chair upon at least three (3) days notice of the time and place of each meeting or in the modality designated by the Committee Chair. (C) Report to the Board. A summary of the actions taken by the Finance Committee and such other matters as deemed appropriate to report by the Committee Chair shall be provided to the Board at the next meeting of the Board.

Section 4: Audit Committee. The Audit Committee shall be comprised of five (5) members and shall include the Vice Chair of the Board, two (2) additional Trustees elected by the Board, and two (2) members elected by the Council on Member Affairs. The elected members of the Audit Committee should have experience in financial matters, including the review of financial statements. The Vice Chair of the Board shall be Chair of the Audit Committee. (A) Powers and Duties. The Audit Committee shall be responsible for ensuring that the Foundation is audited by an independent financial auditor on an annual basis. Such oversight may include, but is not limited to, inter viewing independent financial auditors, reviewing bids, recommending the selection of the Foundation’s auditor to the Board, receiving the auditor’s report, meeting with and responding to the auditor, and implementing actions recommended by the auditor, as appropriate. (B) Meetings. The Audit Committee shall meet at the call of the Committee Chair upon at least three (3) days notice of the time and place of each meeting or in the modality designated by the Committee Chair. (C) Report to the Board. A summary of actions taken by the Audit Committee and such other matters as deemed appropriate to report by the Committee Chair shall be provided to the Board at the next meeting of the Board.

Section 5: Nominating Committee. The Nominating Committee shall be comprised of five (5) members, and shall include the Chair of the Board, one (1) additional At-Large Trustee elected by the Board, the Chair of the Council on Member Affairs, and two (2) additional members elected by the Council on Member Affairs. The Chair of the Board shall be Chair of the Nominating Committee. (A) Powers and Duties. The Nominating Committee shall be responsible for: (i) the articulation of Board roles and responsibilities, and making recommendations of same to the Board; (ii) Board composition of At-Large Trustees, including the identification, recruitment and nomination of individuals to serve on the Board as provided in Section 4 of Article III of these Bylaws, and; (iii) Board development and eﬀectiveness, including the development and implementation Board orientation and other governance initiatives, and making recommendations of same to the Board. (B) Meetings. The Nominating Committee shall meet at the call of the Committee Chair upon at least three (3) days notice of the time and place of each meeting or in the modality designated by the Committee Chair. (C) Report to the Board. A summary of the actions taken by the Nominating Committee and such other matters as deemed appropriate to report by the Committee Chair shall be provided to the Board at the next meeting of the Board.

Section 6: Select Committees and Other Entities. The Board may establish and designate Select Committees and other entities as may be necessary, in the Board’s discretion, to fulfill the mission and purpose of the Foundation and the function of the Board.

ARTICLE VI
Council on Member Affairs

Section 1: General Powers. The aﬀairs of the Foundation related to Membership Issues, including the approval of new members; Membership standards, including any enforcement or disciplinary actions related thereto; Member accreditation; Member dues; Member fees related to Foundation services; allocation of program funding to Members; counselor certification programs and requirements; Member communications; the Chief Executive Oﬃcer of the Foundation; and routine operational oversight of the Foundation shall be managed, controlled and supervised by the Council on Member Affairs.

Section 2: Composition. Except for vacancies which may occur, the number of members of the Council on Member Affairs shall be sixteen (16), comprised of fifteen (15) members elected in accordance with Section 4 or 7 of this Article, and the Chief Executive Oﬃcer of the Foundation, who shall serve ex-oﬃcio, without vote.

Section 3: Qualifications. To be eligible to be a candidate for the Council on Member Affairs, a person must be a Member’s Voting Representative of a Member in Good Standing. No Member shall have more than one (1) member on the Council on Member Affairs. Except for those who serve ex-oﬃcio pursuant to Section 2 of Article III of these Bylaws, a Member-Representative Trustee on the Board is not eligible to be a candidate for election to the Council on Member Affairs. No member of the Council on Member Affairs may serve more than two (2) consecutive three- (3) year terms at a time, and such a term shall include service commenced on the Board of Trustees under the Foundation Bylaws approved on August 17, 2006.

Section 4: Term and Election. Except as otherwise set forth in this Section, the term of oﬃce for a member of the Council on Member Affairs shall be three (3) years, commencing at the close of the Annual Meeting of Members at which the member of the Council on Member Affairs is elected and continuing until such time as a successor is elected and qualified at the Annual Meeting of Members held three years later. Members of the Council on Member Affairs shall be elected by the Members at the Annual Meeting of Members from a list of eligible candidates who have expressed their written intention to stand for election to the Secretary of the Council on Member Affairs at least thirty (30) days prior to the Annual Meeting of Members. The list of eligible candidates shall be distributed to the Members at least fifteen (15) days prior to the Annual Meeting of Members. All eligible candidates shall appear on a single ballot, and the five (5) candidates receiving the highest total number of votes shall be elected for the term designated by this Section. In filling vacancies on the Council on Member Affairs pursuant to Section 7 of this Article, the longest remaining unexpired term shall be filled by the candidate receiving the sixth (6th) highest total number of votes, and so on, until all Council on Member Affairs vacancies are filled.

Section 5: Standards of Conduct. The members of the Council on Member Affairs shall sign and adhere to Standards of Conduct as set forth by the Council on Member Affairs.

Section 6: Resignation/Early Termination/Removal. A member of the Council on Member Affairs may resign at any time by giving written notice to the Chair of the Council on Member Affairs or the Secretary of the Council on Member Affairs. The acceptance of such resignation shall not be necessary to make it eﬀective on the date specified therein. If no date is specified, the resignation is eﬀective upon receipt. A member of the Council on Member Affairs shall automatically cease being a member of the Council on Member Affairs if the Member with which the Member of the Council on Member Affairs is aﬃliated ceases to be a Member of the Foundation or said member of the Council on Member Affairs ceases to be the Voting Representative of a Member, if applicable. A member of the Council on Member Affairs may be removed from the Council on Member Affairs for “good cause” by a majority vote of the Council on Member Affairs. Good cause may include, but is not limited to, the following: (A) the failure of the Member of which the member of the Council on Member Affairs is aﬃliated to be in “Good Standing” or to maintain compliance with Section 4 of Article II of these Bylaws; (B) the failure to sign and abide by the Standards of Conduct for members of the Council on Member Affairs set forth by the Council on Member Affairs; (C) the failure to act, communicate or otherwise represent the interests of the Foundation in a manner consistent with the tenets of the Foundation set forth in the Articles of Incorporation and these Bylaws; (D) the failure to attend three (3) consecutive meetings of the Council on Member Affairs without a reasonable justification, as determined by the Council on Member Affairs; (E) conviction of, or a guilty plea to, a criminal oﬀense potentially punishable by imprisonment of one (1) year or more if, in the judgment of the Council on Member Affairs, such act injures the professional standing or business of the Foundation; (F) dishonesty with respect to the member of the Council on Member Affairs’ duties and obligations to the business and aﬀairs of the Foundation, or; (G) acts of negligence or willful misconduct which, in the judgment of the Council on Member Affairs, are materially detrimental to the Foundation’s business aﬀairs, after written notice by the Council on Member Affairs to the member of the Council on Member Affairs and reasonable opportunity for the member of the Council on Member Affairs to cure such acts.

Section 7: Filling a Vacancy. Whenever a vacancy shall be created on the Council on Member Affairs by death, resignation, removal or otherwise, a new member of the Council on Member Affairs for such position may be elected by a majority vote of the Council on Member Affairs. A member of the Council on Member Affairs so elected shall serve on an interim basis until the next Annual Meeting of Members at which time the Members shall elect a member of the Council on Member Affairs nominated in accordance with Section 4 of this Article to serve the remaining unexpired term of the member of the Council on Member Affairs who originally caused the vacancy.

Section 8: Annual Meeting. The Annual Meeting of the Council on Member Affairs shall be held immediately following the Annual Meeting of Members, and shall be held for the purpose of electing the Oﬃcers of the Council on Member Affairs and transacting such business as may come before the Council on Member Affairs.

Section 9: Additional Meetings. Additional meetings of the Council on Member Affairs may be held in accordance with a resolution adopted by the Council on Member Affairs.

Section 10: Special Meetings. Special meetings of the Council on Member Affairs may be held upon the call of the Chair of the Council on Member Affairs or upon the signed written call of at least thirty-five percent (35%) of the members of the Council on Member Affairs. Any call for a special meeting shall state the purpose(s) of the proposed meeting.

Section 11: Place of Meetings. Meetings of the Council on Member Affairs shall be held at the regular principal oﬃce of the Foundation, or at such other place and at such time and in the modality as may be specified by the Chair of the Council on Member Affairs and may be held electronically or telephonically or in any manner authorized by the laws of the District of Columbia.

Section 12: Agenda. The Chair of the Council on Member Affairs shall preside at all meetings of the Council on Member Affairs. The Chair of the Council on Member Affairs shall set the agenda for meetings of the Council on Member Affairs, except for special meetings held in accordance with Section 10 of this Article. At such special meetings, the Chair of the Council on Member Affairs shall place the matter or matters contained in the written call by the Chair of the Council on Member Affairs or the members of the Council on Member Affairs on the agenda. Notwithstanding the foregoing, any five (5) members of the Council on Member Affairs shall be entitled to place a matter on the agenda of any Council on Member Affairs meeting by submitting the matter in writing to the Chair of the Council on Member Affairs on or before the fifth (5th) day prior to the meeting of the Council on Member Affairs. If within four (4) days before a meeting (but not less than 24 hours prior to the meeting), any five (5) members of the Council on Member Affairs propose that a matter be placed on the agenda of the Council on Member Affairs meeting by delivering to the Chair of the Council on Member Affairs a copy of the proposed matter, the Chair of the Council on Member Affairs may, in the Chair’s discretion, place the matter on the agenda for consideration at the meeting. Should the Chair of the Council on Member Affairs decline to place on the agenda for consideration any matter presented to the Chair of the Council on Member Affairs less than five days prior to the Council on Member Affairs meeting, the minutes of the meeting shall reflect that the proposed matter was requested to be heard and the basis for the Chair of the Council on Member Affairs in declining the request.

Section 13: Notice and Waiver of Notice. Written notice setting forth the date, time, location, and, in the case of a special meeting, the purpose(s) of the meeting must be given in person, by mail or by electronic means at least two (2) days before the proposed meeting. If mailed, such notice must be given at least seven (7) days before the proposed meeting and shall be deemed to be delivered when deposited by the direction of the Chair of the Council on Member Affairs in the United States mail addressed to the member of the Council on Member Affairs as it appears in the records of the Foundation, with postage thereon prepaid. The member of the Council on Member Affairs entitled to receive such notice may waive the same, either before or after the meeting for which the notice is required to be given, and such waiver made by the member of the Council on Member Affairs entitled to notice shall itself be deemed equivalent to notice. All waivers shall be noted by the Secretary of the Council on Member Affairs. A member of the Council on Member Affairs’ attendance at any meeting shall constitute waiver of notice of such meeting, unless the member of the Council on Member Affairs’ attendance at the meeting is for the specific purpose of objecting to the transaction of business because the meeting was not called or convened in accordance with the provisions of this Section.

Section 14: Quorum. At any meeting of the Council on Member Affairs, a quorum shall consist of the presence in person, by telephone or electronic means of a majority of the members of the Council on Member Affairs. In the event a quorum is not obtained, a majority of those present may continue the meeting to a time and place at which a quorum can be obtained.

Section 15: Conflict of Interest. A member of the Council on Member Affairs shall be disqualified from the participation in the discussion and vote upon, any issue in which the member of the Council on Member Affairs has a conflict of interest. For purposes of this Section, such an issue is one in which there is a specific and direct impact on the member of the Council on Member Affairs and/or the Member of which the member of the Council on Member Affairs is the Voting Representative that materially diﬀers from the impact on a majority of other members of the Council on Member Affairs. The member of the Council on Member Affairs shall advise the Chair of the Council on Member Affairs if such a conflict may exist and the Chair of the Council on Member Affairs shall make the determination as to the applicability of the requirement for disqualification. A member of the Council on Member Affairs so disqualified may appeal the decision of the Chair of the Council on Member Affairs to the Council on Member Affairs. A majority vote of the Council on Member Affairs, in which the aﬀected member of the Council on Member Affairs shall not be eligible to vote, shall be necessary to overrule the decision of the Chair of the Council on Member Affairs. Failure of a member of the Council on Member Affairs to advise the Chair of the Council on Member Affairs of such a conflict of interest may be grounds for removal of the member of the Council on Member Affairs pursuant to Section 6 of this Article.

Section 16: Corporate Oﬃcers. The Corporate Oﬃcers of the Foundation shall be the Chief Executive Oﬃcer of the Foundation and may include such other oﬃcers as may from time to time be designated by the Council on Member Affairs.

Section 17: Term of Oﬃce of Corporate Oﬃcers. All Corporate Oﬃcers shall serve at the pleasure of the Council on Member Affairs. Any Corporate Oﬃcer may resign at any time by giving written notice to the Chair of the Council on Member Affairs or the Chief Executive Oﬃcer of the Foundation, and such resignation shall take eﬀect at the time specified therein.

Section 18: Chief Executive Oﬃcer of the Foundation. The Chief Executive Oﬃcer of the Foundation shall be designated as the President and Chief Executive Oﬃcer of the Foundation. The Council on Member Affairs shall appoint the Chief Executive Oﬃcer of the Foundation. Subject to the direction and control of the Council on Member Affairs, the Chief Executive Oﬃcer of the Foundation shall be in charge of the business and aﬀairs of the Foundation. The Chief Executive Oﬃcer of the Foundation shall see that the resolutions and directives of the Board and Council on Member Affairs, as applicable, are carried into eﬀect except in those instances in which responsibility is assigned to some other person by the Board or Council on Member Affairs, as applicable, and, in general, shall discharge all duties incident to the oﬃce of the President and Chief Executive Oﬃcer of the Foundation, and such other duties as may be prescribed by the Board or Council on Member Affairs, as applicable. Except in those instances in which the authority to execute is expressly delegated to another oﬃcer or agent of the Foundation or a diﬀerent mode of execution is expressly prescribed by the Board or Council on Member Affairs, as applicable, the Chief Executive Oﬃcer of the Foundation may execute for the Foundation any contracts, deeds, mortgages, bonds, or other instruments which the Board or Council on Member Affairs, as applicable, has authorized to be executed, and the Chief Executive Oﬃcer of the Foundation may accomplish such execution either under or without the seal of the Foundation and either individually or with the Secretary of the Board or Secretary of the Council on Member Affairs, as applicable, or any other oﬃcer thereunto authorized by the Board or Council on Member Affairs, as applicable, according to the requirements of the form of the instrument. The Chief Executive Oﬃcer of the Foundation may vote all securities that the Foundation is entitled to vote except and to the extent such authority shall be vested in a diﬀerent oﬃcer or agent of the Foundation by the Board or Council on Member Affairs, as applicable. The Chief Executive Oﬃcer of the Foundation shall be an ex oﬃcio Trustee on the Board, without vote, and ex-oﬃcio member of all committees of the Board, without vote. The Chief Executive Oﬃcer of the Foundation shall not count as a member of the committees of the Board for the purpose of determining the size of the committee pursuant to Article V of these Bylaws. The Chief Executive Oﬃcer of the Foundation shall be an ex-oﬃcio member of the Council on Member Affairs, without vote. The Chief Executive Oﬃcer of the Foundation shall be an ex-oﬃcio member of all subcommittees of the Council on Member Affairs, except for the Personnel Subcommittee, without vote. The Chief Executive Oﬃcer of the Foundation shall not count as a member of the subcommittees of the Council on Member Affairs for the purpose of determining the size of the subcommittee pursuant to Article VIII of these Bylaws.

Section 19: Chief Financial Oﬃcer. The Chief Financial Oﬃcer shall oversee the day-to-day financial aﬀairs of the Foundation and shall receive and document all funds of the Foundation. The Chief Financial Oﬃcer shall assist the Finance and Audit Committees and shall assist the Treasurer of the Board in the preparation of the annual budget for presentation to the Board at its Annual Meeting. The Chief Financial Oﬃcer shall review all written dues payment schedules submitted by the Members and make recommendations to the Council on Member Affairs with respect thereto. The Chief Financial Oﬃcer shall cause all Dues Notices to be sent to Members in a timely fashion and shall report to the Council on Member Affairs all Members who are delinquent in payment of their dues. The Chief Financial Oﬃcer shall cause all funds belonging to the Foundation to be deposited in accounts in accordance with Section 4 of Article XIV of these Bylaws and shall in accordance with the directions of the Treasurer of the Board or Chair of the Council on Member Affairs, as applicable, cause the Foundation’s obligations to be paid. In addition, the Chief Financial Oﬃcer shall perform all other duties and functions as may from time to time be assigned by the Chair of the Board, the Treasurer of the Board, the Chair of the Council on Member Affairs, or the Chief Executive Oﬃcer of the Foundation, as applicable.

Section 20: Manner of Acting and Rules of Order. Unless otherwise provided herein, parliamentary rules as stated in the current edition of Robert’s Rules of Order, shall govern the procedure of all meetings of the Council on Member Affairs and subcommittees designated in Article VIII of these Bylaws. Unless otherwise provided in these Bylaws, the vote of a majority of the members of the Council on Member Affairs or subcommittee members in attendance, a quorum having been established, shall constitute the act of the Council on Member Affairs or subcommittee, respectively.

ARTICLE VIII
Oﬃcers of the Council on Member Affairs

Section 1: Oﬃcers. The Oﬃcers of the Council on Member Affairs shall be the Chair of the Council on Member Affairs, the Vice Chair of the Council on Member Affairs, and the Secretary of the Council on Member Affairs.

Section 2: Election of Oﬃcers of the Council on Member Affairs. The Oﬃcers of the Council on Member Affairs shall be elected by the Council on Member Affairs at the Annual Meeting of the Council on Member Affairs.

Section 3: Terms of Oﬃce for Oﬃcers of the Council on Member Affairs. The Oﬃcers of the Council on Member Affairs shall serve a one (1) year term. Any oﬃcer may resign at any time by giving written notice to the Chair of the Council on Member Affairs or the Secretary of the Council on Member Affairs, and such resignation shall take eﬀect at the time specified therein. If not otherwise specified, the resignation shall be eﬀective upon receipt. Acceptance of such resignation shall not be necessary to make it eﬀective.

Section 4: Chair of the Council on Member Affairs. The Chair of the Council on Member Affairs shall preside and serve as Chair at all Member, Council on Member Affairs, and Council on Member Affairs Executive Subcommittee meetings. The Chair of the Council on Member Affairs shall perform such other duties as may be required by these Bylaws or the Council on Member Affairs. The Chair of the Council on Member Affairs shall serve ex-oﬃcio as a Trustee on the Board, with vote.

Section 5: Vice Chair of the Council on Member Affairs. The Vice Chair of the Council on Member Affairs shall act as Chair of the Council on Member Affairs and preside at any meeting of the Members, Council on Member Affairs, or Council on Member Affairs Executive Subcommittee at which the Chair of the Council on Member Affairs is absent. Upon the absence of the Chair of the Council on Member Affairs at any meeting of the Board, the Vice Chair of the Council on Member Affairs may sit in the place of the Chair of the Council on Member Affairs as an ex-oﬃcio Trustee, with vote.

Section 6: Secretary of the Council on Member Affairs. The Secretary of the Council on Member Affairs, or a person designated by the Secretary of the Council on Member Affairs, shall give notice of, and shall keep the oﬃcial record of the proceedings of all Member meetings and the meetings of the Council on Member Affairs, Executive Subcommittee, and Personnel Subcommittee; shall be charged with the custody of all papers and documents relating to the property of the Foundation; and shall determine if a quorum is present at all Member, Council on Member Affairs, and Council on Member Affairs Executive Subcommittee meetings. The Secretary of the Council on Member Affairs shall perform such other duties incident to the oﬃce of Secretary of the Council on Member Affairs, subject to the approval of the Council on Member Affairs.

Section 7: Council on Member Affairs Oﬃcer Vacancies. In the event of a vacancy in the oﬃce of Chair of the Council on Member Affairs, the Vice Chair of the Council on Member Affairs shall assume the oﬃce of Chair of the Council on Member Affairs and shall serve until the next Annual Meeting of the Council on Member Affairs. In the event of a vacancy in the oﬃce of Vice Chair of the Council on Member Affairs, or Secretary of the Council on Member Affairs, the Council on Member Affairs may elect another member of the Council on Member Affairs to fill the vacant position until the next Annual Meeting of the Council on Member Affairs.

ARTICLE VIII
Subcommittee of the Council on Member Affairs

Section 1: Standing Subcommittee of the Council on Member Affairs. The Council on Member Affairs shall have a Council on Member Affairs Executive Committee.

Section 2: Council on Member Affairs Executive Subcommittee. The Council on Member Affairs Executive Subcommittee shall be comprised of five (5) members, and shall include the Chair of the Council on Member Affairs, Vice Chair of the Council on Member Affairs, Secretary of the Council on Member Affairs, Treasurer of the Council on Member Affairs, and the immediate- past Chair of the Council on Member Affairs or immediate-past Chair of the Board of Trustees under the Foundation Bylaws as approved on August 17, 2006, as applicable. If the immediate-past Chair of the Council on Member Affairs or immediate-past Chair of the Board of Trustees under the Foundation Bylaws as approved on August 17, 2006, as applicable, is unwilling or unable to serve on the Council on Member Affairs Executive Subcommittee, the Council on Member Affairs, by majority vote, shall elect an alternate member of the Council on Member Affairs to serve on the Council on Member Affairs Executive Subcommittee. The Chair of the Council on Member Affairs shall serve as Chair of the Council on Member Affairs Executive Subcommittee. (A) Powers and Duties. The Council on Member Affairs Executive Subcommittee shall be responsible for conducting the business and have the power and authority to act on behalf of the Council on Member Affairs in between the meetings of the Council on Member Affairs. (B) Meetings. The Council on Member Affairs Executive Subcommittee shall meet at the call of the Subcommittee Chair and in the modality designated by the Subcommittee Chair. (C) Report to the Council on Member Affairs. A report of the formal actions taken by the Council on Member Affairs Executive Subcommittee and such other matters as deemed appropriate by the Subcommittee Chair, shall be provided to the Council on Member Affairs at the next meeting of the Council on Member Affairs. Notwithstanding the provisions of Section 12 of Article VI of these Bylaws, any member of the Council on Member Affairs may move for the reconsideration of any action of the Council on Member Affairs Executive Subcommittee as “New Business.”

ARTICLE IX
Transition

Section 1: Applicability. Where otherwise inconsistent with other provisions of these Bylaws, the provisions of this Article shall be in eﬀect, as applicable, until the 2010 Annual Meeting of Members. Section 2: Interim Board. Except as otherwise provided under this Article, upon the adoption of these Bylaws, an Interim Board of Trustees (“Interim Board”) shall assume the role, responsibilities and duties of the Board as outlined in these Bylaws. The number of Trustees on the Interim Board shall not exceed thirteen (13) and shall be comprised of the Chair, Vice Chair, Secretary, Treasurer, and Immediate-Past Chair of the Foundation Board of Trustees, all ex oﬃcio with vote, elected pursuant to Article V of the Foundation Bylaws as approved on August 17, 2006, for the 2009-2010 term of the Foundation Board of Trustees. In the event of a vacancy in any of those oﬃces, the Council on Member Affairs shall fill that vacancy pursuant to the provisions of Section 8 of Article VII of these Bylaws. The Chief Executive Oﬃcer of the Foundation shall also serve on the Interim Board, ex oﬃcio without vote. A majority of the Trustees currently on the Interim Board at the time of a meeting of the Interim Board shall constitute a quorum.

Section 3. Interim Board Oﬃcers. Unless or until a successor is elected by the Interim Board, ex oﬃcio members of the Interim Board shall occupy their respective position and oﬃce on the Interim Board. The Interim Board may, at any time and at its discretion, elect new oﬃcers of the Interim Board.

Section 4. Nominating Committee of the Interim Board. The Council on Member Affairs shall, by majority vote, elect three (3) Voting Representatives of Members to serve on the Nominating Committee of the Interim Board. The Nominating Committee of the Interim Board shall identify and recruit At-Large Trustees and, by majority vote, submit its recommendations to the Council on Member Affairs. The Council on Member Affairs shall designate one (1) member of the Nominating Committee of the Interim Board to serve as Chair of the Nominating Committee of the Interim Board. The Nominating Committee of the Interim Board shall meet at the call of the Chair of the Nominating Committee of the Executive Board and in the modality designated by the Chair of the Nominating Committee of the Interim Board.

Section 5. Election of At-Large Trustees to the Interim Board. Upon the recommendation of the Nominating Committee of the Interim Board, the Council on Member Affairs may, in its discretion and by majority vote, elect up to six (6) At-Large Trustees to serve on the Interim Board. The first two (2) At-Large Trustees elected by the Council on Member Affairs shall also serve on the Nominating Committee of the Interim Board.

Section 6. Election of a Member-Representative Trustee to the Interim Board. Upon the election of the sixth (6th) At-Large Trustee to the Interim Board, the Council on Member Affairs shall, by majority vote, elect one (1) additional Member-Representative Trustee to serve on the Interim Board.

Section 7. Other Committees and Entities of the Interim Board. The Interim Board may, in its discretion, originate and populate any committee or other entity under the provisions of Article V of these Bylaws and designate the Chair of such committee or entity.

Section 8. Term of the Interim Board. At the conclusion of the 2010 Annual Meeting of Members, the designation of “Interim” shall cease to apply to the Board and the provisions of Article III, IV, and V shall be fully eﬀective, and the terms of all members of the Interim Board shall expire.

Section 9. 2010 Annual Meeting of Members Ratification of At-Large Trustees. At the 2010 Annual Meeting of Members, up to eight (8) At-Large Trustees shall be subject to ratification pursuant to Section 4 of Article III of these Bylaws. At-Large Trustees ratified at the 2010 Annual Meeting of Members shall be deemed, for purposes of this Section and Section 3 of Article III of these Bylaws, to have their term of service on the Board to commence at the conclusion of the 2010 Annual Meeting of Members. Of the At-Large Trustees ratified at the 2010 Annual Meeting of Members, in a manner determined by the Interim Board, up to three (3) At-Large Trustees shall be elected for a three- (3) year term; up to three (3) At-Large Trustees shall be elected for a two- (2) year term; and up to two (2) At-Large Trustees shall be elected for a one- (1) year term.

Section 10. 2010 Annual Meeting of Members Election of Member-Representative Trustees. At the 2010 Annual Meeting of Members, six (6) Member- Representative Trustees shall be elected pursuant to Section 5 of Article III of these Bylaws. The two (2) Member-Representative Trustees receiving the highest number of votes shall be elected for a three- (3) year term; the next two (2) Member-Representative Trustees receiving the highest number of votes shall be elected for a two- (2) year term; and the next two (2) Member-Representative Trustees receiving the highest number of votes shall be elected for a one- (1) year term. For the purpose of establishing the duration of the term, and only for that purpose, in the case of a tie in the number of votes, the Voting Representative of the Member that has been a Member of the Foundation for the longest period of time shall prevail. If that is inconclusive, the Council on Member Affairs, by majority vote, shall resolve the conflict.

Section 11. Council on Member Affairs. Upon the adoption of these Bylaws, the Trustees of the Foundation Board of Trustees pursuant to Article III of the Foundation Bylaws as approved on August 17, 2006 shall become the Council on Member Affairs of the Foundation pursuant to Article VI of these Bylaws and be entitled to act and to execute all duties and responsibilities of the Council on Member Affairs as specified in these Bylaws. The terms of the members of the Council on Member Affairs shall coincide with their terms as members of the Foundation Board of Trustees elected pursuant to the Foundation Bylaws as approved on August 17, 2006, and shall be subject to the term limitations specified in Section 3 of Article VI of these Bylaws. For purposes of Section 3 of Article VI of these Bylaws, members of the Council on Member Affairs shall be deemed to have commenced their term of service on the Council on Member Affairs at the time of their election to the Foundation Board of Trustees pursuant to the Foundation Bylaws as approved on August 17, 2006, for a three- (3) year term.

ARTICLE X
Advisory Council and Other Entities

Section 1: Advisory Council Membership. The Advisory Council shall be comprised of individuals appointed by the Chief Executive Oﬃcer of the Foundation in consultation with the Board. Members of the Advisory Council shall serve for a term of two (2) years and may be reappointed for additional terms. They may be persons who, in the judgment of the Board and Chief Executive Oﬃcer of the Foundation, will be helpful in advising the Board in the fulfillment of the Foundation’s mission and purposes.

Section 2: Function. The purpose of the Advisory Council shall be to advise the Board on issues of concern to the Foundation.

Section 3: Meetings. Meetings of the Advisory Council may be called by the Chair of the Board, the Advisory Council Chair or the Chief Executive Oﬃcer of the Foundation. The Board shall appoint the Advisory Council Chair. The Advisory Council Chair, in consultation with the Chief Executive Oﬃcer of the Foundation, shall prepare the agenda for meetings of the Advisory Council. The Advisory Council Chair shall preside at the meetings of the Advisory Council.

Section 4: Other Entities. The Board may create and designate other entities as may be necessary, in its discretion, to fulfill the mission and purpose of the Foundation.

ARTICLE XI
International Aﬃliates

Section 1: International Aﬃliates. Notwithstanding the provisions of Article II of these Bylaws, the Council on Member Affairs may, in its discretion, establish an aﬃliation with entities providing financial counseling, financial education or related services, and designate those entities as International Aﬃliates of the Foundation.

Section 2: International Aﬃliate Qualifications. In order to be eligible to be an International Aﬃliate of the Foundation, the entity must provide financial counseling, financial education or related services to individuals outside of the United States of America and its Territories, and be established and headquartered outside of the United States of America and its Territories. The entity must be organized and operated in accordance with the general concepts applicable to Members and may not be organized or operated for the private inurnment of any individual(s). The Council on Member Affairs may adopt any additional qualifications, limitations or requirements for International Aﬃliates.

Section 3: Regulation of International Aﬃliates in Foundation Matters. The authority to oversee and regulate all aspects of the relationship between the Foundation and International Aﬃliates shall be vested in the Council on Member Affairs. Such authority includes, but is not limited to, the authority to establish the application and process for the consideration and approval thereof, as well as any fees associated therewith; the authority to establish and assess dues and fees; the authority to approve, suspend or terminate the relationship between the Foundation and an International Aﬃliate for any reason; and the authority to establish, if any, the voting powers of an Inter- national Aﬃliate.

ARTICLE XII
Expenditures, Political Activities and Dissolution

Section 1: Internal Revenue Code Compliance. The Foundation is organized and operated exclusively for charitable, educational and scientific purposes within the meaning of Sections 170(c)(2)(B), 501(c)(3), 20455(a)(2), and 2522(a)(2) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). No part of the net earnings of the Foundation shall inure to the benefit of or be distributable to its Members, Trustees, oﬃcers, employees, other private individuals, or organizations organized and operated for a profit (except that the Foundation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes as herein above stated). No substantial part of the activities of the Foundation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Foundation shall be empowered to make the election authorized under Section 501(h) of the Internal Revenue Code. The Foundation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public oﬃce. Notwithstanding any other provision herein, the Foundation shall not carry on any activities not permitted to be carried on: (A) by an organization exempt from federal income taxation under Section 501(a) of the Internal Revenue Code as an organization described in Section 501(c)(3) thereof, (B) by an organization described in Sections 509(a)(1), (2), or (3) of the Internal Revenue Code (as the case may be), and/or (C) by an organization, contributions to which are deductible under Sections 170(c)(2), 2055(a)(2) or 2522 (a)(2) of the Internal Revenue Code.

Section 2: Dissolution. On any dissolution or final liquidation of the Foundation, the Board shall, after paying or making provision for the payment of all the lawful debts and liabilities of the Foundation, distribute all the assets of the Foundation to one or more of the following categories of recipients as the Board shall determine: (A) a nonprofit organization or organizations which may have been created to succeed the Foundation, as long as such organizations shall then qualify as a governmental unit under Section 170(c)(1) of the Internal Revenue Code or as an organization exempt from federal income taxation under Section 501(a) of the Internal Revenue Code as an organization described in Section 501(c)(3) thereof. (B) a nonprofit organization or organizations having similar aims and objectives as the Foundation and which may be selected as an appropriate recipient of such assets, as long as such organization or each of such organizations shall then qualify as a governmental unit under Section 170(c) or as an organization exempt from federal income taxation under Section 501(a) of the Internal Revenue Code as an organization described in Section 501(c)(3) thereof. Section 3: Internal Revenue Code References. References in these Bylaws to sections of the Internal Revenue Code are to provisions of the Internal Revenue Code as those provisions are now enacted or to corresponding provisions of any future United States internal revenue law.

ARTICLE XIII
Fiscal Year

The fiscal year of the Foundation shall commence on the 1st day of January and end with the following 31st day of December.

ARTICLE XIV
Miscellaneous

Section 1: Trade Name and Seal. The Foundation shall operate under the name of the National Foundation for Credit Counseling, Inc. or such other trade names as may be approved by the Members. The corporate seal of the Foundation shall be in a form as adopted by the Board.

Section 2: Binding Authority. In accordance with the provisions of these Bylaws, and except as may be otherwise provided in these Bylaws, the Board and Council on Member Affairs, as applicable, may authorize any oﬃcers, agents or employees of the Foundation to enter into any contract and deliver any contract or other instrument in the name of and on behalf of the Foundation, and such authority may be general or confined to specific instances, except that the Chair or the Chair’s designee may enter into contracts and otherwise bind the Foundation consistent with the budget(s) approved by the Board. Unless authorized to do so by the Board or Council on Member Affairs, as applicable, no Trustee, member of the Council on Member Affairs, Foundation oﬃcers, agents or employees shall have any power or authority to bind the Foundation by contract or pledge of its credit, or to render it liable for any purpose or in any amount.

Section 3: Checks, Drafts, Etc. All checks, drafts, or other evidences of indebtedness issued in the name of the Foundation shall be signed or endorsed by such oﬃcers, agents or employees, of the Foundation as shall from time to time be determined by resolution of the Council on Member Affairs. Each of such oﬃcers, agents or employees shall give such bond as the Council on Member Affairs may require.

Section 4: Deposits. All funds of the Foundation not otherwise employed shall be deposited to the credit of the Foundation in such federally insured financial institutions as the Council on Member Affairs may from time to time designate, or as may be designated by any oﬃcers, agents or employees of the Foundation to whom such power may be delegated by the Council on Member Affairs, and for the purpose of such deposit, all checks, drafts, and other orders for the payment of money which are payable to the order of the Foundation, may be endorsed, assigned and delivered by an authorized oﬃcer, agent or employee of the Foundation or in such other manner as may from time to time be determined by resolution of the Council on Member Affairs.

Section 5: Indemnification. The Foundation shall indemnify and hold harmless all present and former Trustees, members of the Council on Member Affairs, elected or appointed oﬃcers of the Board, Council on Member Affairs and/or Foundation and members of Foundation Committees and Subcommittees from all acts performed in or related to their functions as Trustees, members of the Council on Member Affairs, Oﬃcers and/or Committee and Subcommittee members of the Foundation and/or the Board or Council on Member Affairs to the fullest extent permitted by and in accordance with Section 29 301.05(14) of the District of Columbia Code pertaining to Trustees and Oﬃcers of Non Profit Corporations. For purposes of this paragraph, the words “Trustee” and “Director” shall have identical meaning.

Section 6: Expense Reimbursement. All Trustees, Board Oﬃcers, members of the Council on Member Affairs, Council on Member Affairs Oﬃcers, and Foundation Committee and Subcommittee members shall serve without compensation, except that nothing herein shall be construed to prevent reimbursement for expenses incurred on behalf of the Foundation with the approval of the Board or the Council on Member Affairs, as applicable, and in accordance with the guidelines established by the Board or the Council on Member Affairs, as applicable.

ARTICLE XV
Amendments to the Bylaws

These Bylaws may be amended or repealed at a meeting of the Members at which a quorum is present, or by mail ballot pursuant to Section 14 of Article II of these Bylaws, by a majority of the votes cast by Members upon no less than fifteen (15) days prior writ- ten notice from the Foundation to each Member stating the proposed action to be taken. Either the Board or Operating Commit- tee may act to draft and by majority vote submit to Members for approval proposed amendments and revisions to these Bylaws. In the alternative and notwithstanding any other provision of these Bylaws, when the Chief Executive Oﬃcer of the Foundation receives proposed amendments to these Bylaws accompanied by a petition signed by at least thirty-five percent (35%) of the Members, the Chief Executive Oﬃcer of the Foundation shall, notwithstanding any action or intervention on the part of the Board or the Council on Member Affairs, cause the proposed amendments to these Bylaws to be distributed to Members within ten (10) business days of the receipt of the petition of Members, for the Members’ consideration and vote in accordance with this Article and Section 14 of Article II of these Bylaws.

Bylaws approved by the Corporation’s Members on November 19, 2009, BY: Secretary of the Board of Trustees National Foundation for Credit Counseling, Inc.