BYLAWS Of Foundation for Accounting Education, Inc.
(Effective June 1, 2005)

ARTICLE I

MEMBERS

The Foundation shall have no members.

ARTICLES II

TRUSTEES

SECTION 1. Number. The Foundation shall be managed by a Board of nine Directors who shall be known as "Trustees". (The Board of Trustees is referred to herein as the “Board”.)

SECTION 2. Qualifications and Terms of Trustees.

(a) All Trustees shall be CPA members in good standing of the New York State Society of Certified Public Accountants ("Society").

(b) The Trustees shall be appointed pursuant to section three of this article on the basis of their interest and ability to contribute to the educational goals of the Foundation. In addition, the Trustees, to the extent possible, should represent a cross-section of the membership of the Society in terms of geography and practice. The Trustees shall be divided into three groups of equal number and shall have staggered terms of three years. Any trustee referred to under this paragraph shall be a voting member in good standing of the Society.

SECTION 3. Appointments. The Trustees shall be initially appointed by the incorporators of the Foundation. Thereafter, the appointment of new Trustees to replace those whose terms are due to expire at the next Annual Meeting shall be made in accordance with the procedure used to fill Board vacancies.

SECTION 4. Vacancies. The Trustees shall appoint individuals to fill any vacancies occurring on the Board from among nominees made by the Society’s Board of Directors; provided the number of such nominees shall be at least twice the number of vacancies needing to be filled. Any Trustee appointed to fill the unexpired term of a Trustee shall hold office until the next Annual Meeting and until his or her successor is appointed and qualified.

SECTION 5. Resignation and Removal. Any Trustee may resign at any time by written resignation filed with the Secretary of the Foundation or the Board. Any Trustee may be removed at any time with or without cause by an affirmative, two-thirds vote of the Board; provided that notice of such removal vote is included in the notice specified in Article 3, section 3.

SECTION 6. Quorum. A majority of the Trustees shall constitute a quorum for the transaction of business at a meeting of the Board.

SECTION 7. Voting.

(a) Except as otherwise required by law or as otherwise provided in the bylaws, the vote of a majority of the Trustees present at the time of the vote, if a quorum is present at such time, shall be the act of the Board.

(b) Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the board or committee consent to the adoption of a resolution authorizing the action, which resolution shall be filed with the minutes of the Board or committee. Such consent may be obtained in writing, electronically or facsimile.

(c) Any member of the Board or any committee thereof may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

SECTION 8. Compensation. With the exception of the Executive Director,

(a) Trustees shall serve without compensation, and

(b) No Trustee may serve the Foundation in any capacity for which he or she would receive compensation.

SECTION 9. General Powers. The Board shall be the governing body of the Foundation. The affairs of the Foundation shall be managed by the Board, which shall have those powers reserved for a governing body as provided by law.

ARTICLE III
MEETINGS

SECTION 1. Annual Meeting. The Annual Meeting of the Trustees of the Foundation shall be held at such time and place as the Trustees may designate.

SECTION 2. Regular and Special Meetings. Regular meetings of the Trustees may be held without notice at such times and such places as shall be designated by the Board. The President shall designate the time, place, and agenda for any special meeting of the Board, except that a special meeting shall be held within fifteen days from the receipt by the President of a petition for a special meeting, signed by at least one-third of the members of the entire Board and the agenda for such special meeting shall items specified in such petition.

SECTION 3. Notice. Not less than three business days' notice of any special meeting shall be given to each Trustee by telephone, in person, or electronically, and not less than five days' notice of such special meeting shall be given to each Trustee if mailed. If mailed, such notice shall be deemed given when deposited in the United States mail, with postage thereon prepaid, directed to the Trustee at his or her address as the same appears on the records of the Society. In addition, to the maximum extent possible, any supporting documents or materials relating to the topics of the agenda or the business of the meeting shall be made available to the trustees at least five days prior to the date of the meeting.

SECTION 4. Adjournment. A majority of Trustees present at any meeting, whether or not a quorum is present, may adjourn such meeting to another time and place. No notice of any such adjournment shall be given to the Trustees not present at the time of adjournment and, unless the time and place are announced at the meeting, to other Trustees, except in the cases of the Annual and special meetings.

SECTION 5. Executive Session.

(a) Upon a majority vote of Trustees present and voting, the Board may conduct an executive session.

(b) Attendance at an executive session shall be permitted to any person authorized by the Board.

ARTICLE IV
OFFICERS

SECTION 1. Officers. The Officers of the Foundation shall be: a President, a President-Elect, a Secretary and Treasurer, Executive Director, and any other officers as the Board may determine.

SECTION 2. Appointment and Term of Office. The officers, except the President and the Executive Director, shall be appointed by vote of the Board from among their number. The President-Elect shall automatically assume the office of the President at the beginning of the fiscal year next following becoming President-Elect. The Executive Director of the Society shall serve as the Executive Director of the Foundation. All officers shall have a term of one year; provided, however, that if the President-Elect should become President as a result of the failure of the President to complete a full term of office, such President-Elect shall serve as President for the unexpired term of the predecessor and for an additional one-year term thereafter, and the Executive Director who shall serve as long as he or she is Executive Director of the Society.

SECTION 3. President. The President shall preside over all meetings of the Board. The President shall appoint the members of all special committees of the Foundation, as provided in these bylaws, and shall serve as a voting, ex officio member of all committees thereof. The President shall serve as chair of the Board and perform such duties as are necessarily incident to the office of President and shall have such other powers as maybe conferred upon him or her by the Board.

SECTION 4. President-Elect. The President-Elect shall perform all executive and other duties ordinarily pertaining to the office of a Vice President and such other duties as may be delegated to the President-Elect by the Board or the President. The President-Elect shall automatically be deemed to have been elected President at the beginning of the fiscal year next following becoming President-Elect.

SECTION 5. Secretary. The Secretary shall be the secretary of all meetings of the Foundation and the Board. The Secretary shall give notice of all the meetings requiring notice. The Secretary shall keep a record of the proceedings of all the meetings. The Secretary shall perform all duties ordinarily pertaining to the office of Secretary or delegated to the Secretary by the Board or the President.

SECTION 6. Treasurer. The Treasurer shall perform all duties ordinarily pertaining to the office of Treasurer or delegated to the Treasurer by the Board or the President

SECTION 7. The Executive Director. The Executive Director shall be the chief executive officer of the Foundation and shall report to the Board. The Executive Director shall be a nonvoting, ex officio member of the Board and all committees. If the Executive Director shall be unable to act, the Board shall appoint some other member of the Board to do so.

SECTION 8. Vacancies. A vacancy in any office other than the President or the Executive Director shall be filled by the president, subject to the approval of the Board, without undue delay, at its next regular meeting, or at a special meeting called for that purpose. If a vacancy occurs in the office of President, the President-Elect shall automatically become President for the period provided in section 2 of this Article. If a vacancy occurs in the office of the President at a time when there also is a vacancy in the office of President-Elect, the Board shall designate a CPA member of the Society to serve as President until the end of the fiscal year.

SECTION 9. Absences. In case of absence of an officer of the Foundation or for any other reason which may seem sufficient to the Board, the Board may delegate the powers and duties of such officer to any other officer or Trustee.

SECTION 10. Surety Bonds. The Board may require the furnishing of surety bonds in such amounts and for such officers and staff members as they may determine.

SECTION 11. Resignation and Removal. Any officer may resign at any time by written resignation filed with the Secretary of the Foundation of the Board. Any officer may be removed with or without cause by the Board at any meeting.

ARTICLE V
INDEMNIFICATION OF TRUSTEES AND OFFICERS

SECTION 1. Indemnification. The Foundation shall indemnify its Trustees and officers in each and every instance in which such indemnification is required or permitted by statute. The Trustees shall act promptly and in good faith whenever any action on their part is required by statute to implement any such indemnification.

SECTION 2. Insurance. The Foundation shall have the power to purchase and maintain insurance for the purposes of indemnification of Trustees and officers.

ARTICLE VI
GENERAL FINANCIAL PROVISIONS

SECTION 1. Fiscal Year. The Fiscal Year of the Foundation shall be the same as the Society’s fiscal year.

SECTION 2. Annual Report. Upon direction by the Board, the President and Treasurer shall present at the annual meeting or a regular meeting of the Board, as soon as practicable, following the end of the previous fiscal year a report verified by the President and the Treasurer or by any independent certified public accountant selected by the Board, showing in appropriate detail the following:

(1) the assets and liabilities including trust funds of the corporation as of the end of fiscal year of the Foundation.

(2) The principal changes in assets and liabilities, including trust funds, during the year immediately preceding the date of the report.

(3) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of report.

(4) The expenses or disbursements of the corporation, for general and restricted purposes, during the year immediately preceding the date of the report.

The report shall be filed with the minutes of the Board.

SECTION 3. Checks, drafts, etc. All checks, drafts, notes or other orders for payment of money shall be signed on behalf of the Foundation by the President, the Vice-President, the Treasurer, the Executive Director; or any trustee or any staff member of the Society as shall be authorized by the Board.

SECTION 4. Contracts. Except as otherwise provided by resolution duly adopted at any meeting of the Board , all contracts, agreements, deeds and formal instruments shall be signed on behalf of the Foundation by the President or by such other person or persons as shall be authorized by the Board.

SECTION 5. Voting of Stock. Any stock in other corporations which may from time to time be held by the Foundation may be represented and voted at any meeting of stockholders of such other corporations by the President or by the Executive Director or as may be otherwise at any time authorized by the Board.

ARTICLE VII
SEAL

The seal of the Foundation shall be circular in form and shall bear the name of the Foundation, the year of its incorporation and the words "Corporate Seal, New York".

ARTICLE VIII
COMMITTEES

SECTION 1. Executive and Standing Committees. A majority of the entire Board may by resolution designate from among its members an executive committee and other standing committees, including task forces, each consisting of three or more Trustees, and each of which, to the extent provided in the resolution, shall have all the authority of the Board, except as otherwise forbidden by applicable law.

SECTION 2. Special Committees. The Board may from time to time create committees to act on behalf of the Foundation which action shall be subject to the approval of the Board. The members of such committee shall be appointed by the President. Each committee shall have such powers and duties as are given to it from time to time by the Board.

SECTION 3. Duration of Committee. Every committee set forth above shall serve at the pleasure of the Board.

ARTICLE IX
AMENDMENTS

The bylaws may be amended, repealed or altered in whole or in part by an affirmative vote of a majority of the entire Board at any meeting. A copy of any amendment proposed for consideration must be mailed with notice of such meeting at least ten (10) days prior to the date of the meeting.