ARTICLE I

Office and Resident Agent

The principal office of the Educational Foundation of the Colorado Society of Certified Public Accountants (the Foundation) shall be at the office of the Colorado Society of Certified Public Accountants (COCPA), and additional offices may be established by resolution of the Board of Trustees, both in and outside the State of Colorado. The resident agent in charge of the principal office of the Foundation shall be the Chief Executive Officer of the COCPA.

ARTICLE II

Statement of Purpose

This corporation is organized and shall be operated for any and all lawful purposes authorized by the Colorado Revised Nonprofit Corporation Act. However, said specific purposes shall be to receive and employ funds (whether principal or income) for any purpose of the corporation. Such funds may be from assessment, gifts, or grants from a corporation, partnership, individual, or trust.

ARTICLE III

Membership

Section 1. Membership. The Foundation shall not have members.

ARTICLE IV

Board of Trustees, Powers, and Meetings

Section 1. Management. Management of the business, property, and affairs of the Foundation shall be controlled by the Board of Trustees. In addition to powers granted by the Certificate of Incorporation and these Bylaws, the Board of Trustees may exercise all such powers and perform all such lawful acts that are not prohibited by statute, the Certificate of Incorporation, these Bylaws or the Internal Revenue Code and regulations thereunder governing 501 (c)(3) organizations.

Section 2. Board Members. The Board of Trustees shall consist of up to 11 trustees, one of whom shall be an "ex officio trustee," one of whom shall be the past president and the rest shall be "trustees-at- large." Members of the Board of Trustees shall have equal voting privileges, to consist of one vote each.

The ex officio trustee of the Board of Trustees shall be the Chief Executive Officer of the COCPA. Such member of the Board of Trustees shall serve so long as he or she occupies the above-named position.

Up to three trustees-at large shall be elected each fiscal year from the membership of the COCPA. Trustees-at-large shall be elected for a three-year term and may be reelected for not more than one successive three-year term. New trustees-at-large shall assume their duties at the Annual Meeting of the Foundation Trustees.

Section 3. Resignation/Removal. Trustees-at-large, may resign at any time, and the termination of a trustee-at-large of the membership of the COCPA shall constitute removal from the Board of Trustees of the Foundation. A vacancy created by such resignation or removal shall be filled in the manner provided in Section 4 of this Article.

Section4.Vacancies.Vacanciesinthepositionof trustees-at-largemaybefilledbyamajorityvote of the remaining members of the Board of Trustees, whether or not a quorum, as defined in Section 8 herein, is present at the meeting of the Board when such vacancies are filled. Persons filling vacancies created shall serve the unexpired term of the vacancy filled. If the remaining members of the Board of Trustees do not fill a vacancy, the Nominating Committee will make its recommendation to the then current Board of Trustees to fill such vacancy on the Board of Trustees

Section 5. Increase/Decrease of Board Members. The size of the Board may be increased or reduced from time to time, within the limits stated in the Certificate of Incorporation, in the same manner as is provided for the amendment of these Bylaws. The resolution in which such an increase or decrease is made shall contain the method and manner of the change. No trustee’s term shall be shortened by a decrease in the number of trustees.

Section 6. Annual Meeting. The annual meeting of the Board shall be held in May or June of each year. Such meeting shall be for the purpose of organization, election of officers, and the transaction of any other business, and no prior notice of such meeting shall be required.

Section 7. Special Meetings. Special meetings of the Board of Trustees may be called by the President or Vice President and must be called by one of them on the written request of any trustee. Notice of special meetings of the Board shall be given in person, by private carrier, telephone, electronic transmission or otherwise communicating the same at least two days before the meeting to the usual business or residence address of the trustee. Any notice required to be given may be waived by any trustee before, at, or after any meeting. Regular meetings of the Board may be held without notice each year at the time and place determined by the Board. Any business may be transacted at any meeting of the Board that is legally held; Annual or special meetings of the Board may be held in or outside the State of Colorado at such time and place as the trustees may determine or as the notice or waiver thereof may specify. Special meetings shall also state the purpose for the meeting.

Section 8. Manner of Acting. A quorum of the Board of Trustees shall consist of a majority of the whole membership of the Board. If a quorum is present, the affirmative vote of the majority of the trustees currently in office at the meeting shall be the act of the Board of Trustees, unless the vote of a greater number is required by law or by the Articles of Incorporation or these Bylaws. A majority vote of those trustees currently in office, shall be sufficient to transact all business and shall be the act of the Board of Trustees, except as may be otherwise specifically provided by law, the Certificate of Incorporation, or these Bylaws.

If at any meeting there is less than a quorum present, a majority of those present may adjourn the meeting without further notice to any trustee and may take such other and further action as is provided in Section 4 of this Article.

Section 9. Meetings and Written Consents and Email Balloting. Any action required or permitted to be taken at any meeting of the Board of Trustees or committees thereof may be taken by electronic means. Any action may be taken without a meeting if a consent in writing setting forth the action taken shall be approved by a majority of the trustees. Such consent shall have the same force and effect as a vote of the Board of Trustees and may be stated as such in any articles or documents filed by the Board ofTrustees. Any action may also be taken by the Board of Trustees by email transmission to every trustee and, by a deadline stated in the notice, a majority of the trustees vote by email in favor of the action and no trustee demands that action be taken with a meeting.

Section 10. Conduct of Meetings. The President, and in the President's absence, the Vice President and in his or her absence, the President's designee, and in the absence of all three, any trustee chosen by the trustees present, shall call meetings of the Board of Trustees to order and shall act as chair of the meeting. The Secretary shall act as secretary of all meetings of the Board of Trustees, but, in the Secretary's absence, the chair may appoint any other person to act as secretary of the meeting.

Section 11. Remuneration. Trustees shall not receive any stated salary or fees for their services as such, but, by resolution of the Board, expenses of attendance at regular or special meetings may be allowed. The Board of Trustees may, at its discretion, contract for and pay to trustees rendering special or unusual services to the Foundation special compensation appropriate to the value of such services.

Section 12. Committees. Standing committees as follows will be appointed annually by the President. The chair of these committees (except for the Nominating Committee) will be a trustee-at-large and other members thereof shall be members of the COCPA.

Trustee Nominating Committee - The Trustee Nominating Committee will be the Nominating Committee of the COCPA. The Nominating Committee will make its recommendation to the then current Board of Trustees to fill expiring terms on the Board of Trustees.

Officer Nominating Committee - Prior to April 30 of each year, the incumbent President of the Foundation will appoint a Nominating Committee to consist of the President, the ex officio trustee, and one trustee-at-large, to make its recommendation to the Board of Trustees at the annual meeting of the Trustees as to officers to be elected at that meeting.

Section 13. Special Committees. The President, of his or her own volition or by direction of the Board of Trustees, will appoint special committees as the need arises, the make-up of which committees shall be at the discretion of the President and may include persons who are not members of the COCPA.

Section 14. Attendance. If a trustee is absent from more than two consecutive meetings of the Board and sufficient excuse is not presented at the next meeting of the Board, that office shall be automatically vacated, and the remaining trustees shall proceed to elect a new trustee-at-large.

ARTICLE V

Officers

Section 1. Officers. The elective officers of the Foundation shall be a President, a Vice President, and a Treasurer. The elective officers shall be elected by the Board of Trustees from among its number at the annual meeting of the Board of Trustees. Elective officers shall be elected for a term of one year or until their respective successors are elected and qualified. The Board of Trustees shall appoint a Secretary, who shall have the additional title of Executive Director and shall act as an executive officer under the direction of the Board. The Secretary need not be a member of the Board of Trustees or a member of the COCPA.

Section 2. Duties. The duties of the officers of the Foundation shall be as follows:

(a) The President of the Foundation shall (1) preside at all meetings of the Board of Trustees; (2) enforce the Bylaws of the Foundation; and (3) perform all other duties pertaining to that office.

(b) The Vice President of the Foundation shall exercise all of the functions of the President in the event of the latter's death, resignation, removal, absence or inability to act.

(c) The Treasurer shall oversee: (1) collection of all contributions and deposits for the Foundation in a bank approved by the Board of Trustees; (2) maintenance of suitable books of account with respect to all receipts and expenditures made on behalf of the Foundation; (3) payment of expenses sanctioned by the Board of Trustees; and (4) performance of all otherduties usually pertaining to that office.

(d) The Secretary shall: (1) give notice of all meetings of the Board of Trustees;
(2) attend the meetings of the Board of Trustees, and keep a true record of the proceedings of all such meetings; (4) perform such other duties as directed by the Board.

Section 3. Vacancies. A vacancy in the office of President of the Board of Trustees shall be filled by the incumbent Vice President. Vacancies in the offices of Vice President and Treasurer occurring during the corporate year shall be filled by the Board of Trustees.

Section 4. Remuneration. No salary may be paid to an officer of the Foundation who is also a trustee-at-large. Officers of the Foundation other than those who are also trustee-at-large may receive salaries or other compensation if so ordered and fixed by the Board of Trustees. The Board shall have authority to fix salaries in advance for stated periods or render the same retroactive as the Board may deem advisable.

Section 5. Delegation of Duties. In the event of absence or inability of any officer to act, the Board of Trustees may delegate the powers or duties of such officer to and other officer, trustee, or person whom it may select.

Section 6. Removal of Officers or Appointed Personnel. Any officer or employee may be removed by a majority vote of the Board of Trustees when, in the judgment of the Board of Trustees, the best interests of the Foundation would thereby be served.

ARTICLE VI

Authority to Dispose of Funds

Section 1. The Board of Trustees shall possess authority to make disposition of funds or property in accordance with the recitation of objects, purposes, and powers contained in the Certificate of Incorporation of the Foundation. Such authority may be delegated by an instrument in writing to such officer or officers, or committee or committees composed of trustees, as the Board deems desirable or convenient. Disposition of real property shall be made only in accordance with the provisions of the Certificate of Incorporation pertaining to the conveyance or encumbrance of assets.

ARTICLE VII

Dissolution

Section 1. Dissolution. The Foundation shall use its funds only to accomplish the objectives and purposes specified in these Bylaws, and no part of said funds shall be distributed or inure to the benefit of any officer or trustee of the Foundation. The Foundation may be dissolved at any special meeting of the Board of Trustees called for that purpose by the affirmative vote of two- thirds (2/3) of the trustees currently in office. On dissolution of the Foundation, any assets not otherwise encumbered and remaining after the payment of the obligations of the Foundation and the expenses of dissolution shall be distributed to any one or more not-for-profit corporation(s) qualified under 501(c) (3) of the Internal Revenue Code of 1986, as amended from time to time. Such corporation(s) shall be selected by the Board of Trustees.

ARTICLE VIII

Amendment of Bylaws

These Bylaws may be altered, amended, or repealed at any regular or special meeting of the Board of Trustees called for that purpose by a majority vote of the whole Board of Trustees.

ARTICLE IX

Fiscal Year Attestation

A fiscal or annual accounting year ending April 30 of each year shall be used by the

The books of the Foundation shall be submitted for review or audit to a Certified Public Accountant, selected by the Board of Trustees, at the end of each fiscal or annual accounting year.

ARTICLE X

Indemnification

A director, officer, partner, trustee, employee, or agent of the Foundation will be indemnified to the fullest extent possible under C.R.S. 7-129-106, as amended. The Foundation shall carry Directors and Officers liability insurance in such amounts as determined by the Board of Trustees.