Advance Education, Inc. BYLAWS ARTICLE I NAME

Advance Education, Inc. BYLAWS ARTICLE I NAME Section 1.01 Name. The name of this Corporation shall be Advance Education, Inc. (sometimes referred to as AdvancED or the Corporation in these Bylaws). ARTICLE II - OFFICES Section 2.01 Offices. The registered office of the Corporation shall be at 9115 Westside Parkway, Alpharetta, GA 30009, or at any other address fixed by policy of the Board of Trustees. ARTICLE III - PURPOSES Section 3.01 Purposes. The Corporation is incorporated as a nonprofit corporation for the following purposes: A. To advance education quality through accreditation, research, and professional services. B. To enhance and promote student learning, continuous improvement, and accreditation by providing state-of-the-art resources, services, and tools. C. To sponsor projects, conduct research, and pursue activities that will advance or improve the quality of education. D. To provide leadership at the national and international levels for accreditation and educational quality. E. To unify, oversee, and ratify the implementation of accreditation standards, quality assurance procedures, and policies of the North Central Association Commission on Accreditation and School Improvement (NCA CASI), the Northwest Accreditation Commission (NWAC), and the Southern Association Council on Accreditation and School Improvement (SACS CASI), and other accrediting organizations that from time to time may desire inclusion in the AdvancED Corporation. F. To perform any lawful acts that are necessary and proper in connection with these Bylaws, the Articles of Incorporation, and the laws of Georgia. Section 3.02 Non-profit Status. The Corporation is organized exclusively for charitable, educational, and scientific purposes defined by Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law). These Bylaws shall be construed accordingly, and all powers of the Corporation shall be limited accordingly. 1

ARTICLE IV FOUNDING ORGANIZATIONS Section 4.01 Founding Organizations. NCA CASI (North Central Association Commission on Accreditation and School Improvement), SACS CASI (Southern Association of Colleges and Schools Council on Accreditation and School Improvement), and their successor corporations represent the founding organizations of the AdvancED Corporation. The founding organizations operate pursuant to their respective bylaws and provide accreditation services for AdvancED. This operating structure may change over time and as needed to fulfill the mission of the AdvancED Corporation. ARTICLE V- BOARD OF TRUSTEES Section 5.01 Identity. The business and affairs of the Corporation shall be managed by the Board of Trustees (sometimes referred to as "Board" or "Trustees" in these Bylaws). Section 5.02 Powers and Duties. The Trustees, acting in their capacities as Trustees, may exercise all such powers of the Corporation and do all such lawful acts and things as are permitted by the Nonprofit Corporation laws of the Commonwealth of Georgia. Without limiting the foregoing or the rights, responsibilities, or powers set forth elsewhere in these Bylaws, the Board shall have the right to: 1. Establish the strategic direction for the Corporation; 2. Oversee the provision of accreditation services to educational providers; 3. Direct the research and development agenda for the Corporation; 4. Ensure the provision of high quality professional services to educational providers; 5. Review and approve policies and procedures that guide the work of the Corporation and are consistent with the Articles of Incorporation and Bylaws; 6. Review and approve the annual budget for the Corporation and ensure all financial affairs are in order; 7. Provide for an annual independent audit of Corporation funds; 8. Develop governance policies in the event of an emergency; and 9. Review and appoint the President/Chief Executive Officer of the Corporation. Section 5.03 Composition. The Board shall consist of Trustees representing the scope and mission of the Corporation and shall be the sitting Trustees of the AdvancED Board of Trustees. Said Board of Trustees numbering shall not be less than five (5) nor more than twelve (12), and shall include at least one (1) member of the professional education community representing each of the accreditation divisions of AdvancED including NCA CASI, SACS CASI, and NWAC. Section 5.04 Election. The Initial Board shall elect the members of the Board of Trustees, who shall serve for staggered terms to ensure an appropriate rotation of Trustees. Thereafter, the election process will occur as follows: 2

A. In January of each year, the Chair shall appoint a Nominating Committee consisting of three or more Trustees. B. The Nominating Committee, by a majority vote of all its members, shall nominate the candidates for Trustees to be elected by the Board of Trustees no later than June 1 of each year. The Committee will bring forward nominees that ensure continued representation of the Corporation s scope and mission and that comply with any selection/representation criteria established by Board policy. C. The Board of Trustees shall elect by majority vote from among the candidates nominated by the Nominating Committee. Section 5.05 Term. Members of the Board of Trustees shall serve a three-year term that begins July 1 and ends June 30. Trustees may be eligible to succeed themselves after a full term has been served, subject to limits as established in Board policy. Section 5.06 Meetings and Notices. The Board of Trustees shall meet at least once a year. The annual meeting shall be held at a location and/or a time designated by the Board. Additional meetings of the Board may be called by the Chair or President/Chief Executive Officer at any time. Trustees shall be given reasonable notice of the date, time, and place of any meeting of the Board. The Board may conduct its meetings and business by telephone or other means that allow the Board to communicate simultaneously. All meetings shall be conducted in accord with policies adopted by the Board. In the absence of such policies, meetings shall be conducted in accord with the most recent version of Roberts Rules of Order. Section 5.07 Quorum and Action. A quorum for the purpose of holding any meeting of the Board shall be a majority of the Trustees then in office. Unless otherwise provided in these Bylaws, the affirmative vote of a majority of the Trustees present and eligible to vote shall be required to take any action at any meeting of the Board. Section 5.08 Committees. The Board may create standing or special committees as it may deem necessary or desirable and define their duties and responsibilities. Except as provided below, appointments to such committees shall be made by the Chair and confirmed by the Board of Trustees. In addition to the foregoing, the following shall constitute a standing committee of the Board of Trustees: A. Executive Committee. An Executive Committee consisting of the Chair and Vice Chair (as the voting members), the President/Chief Executive Officer (as a non-voting member), and such other individuals as may be appointed by the Board (with voting rights as established by the Board), shall convene at the discretion of the Chair or Chief Executive Officer to transact such business of the Corporation as may require action between meetings of the Board of Trustees. The Executive Committee shall fix its own rules and procedures, keep regular minutes of its proceedings, and report them to the Board. Section 5.09 Vacancies. In the event of a vacancy on the Board, the Chair shall appoint a Nominating Committee comprised of three Trustees to prepare a slate of nominees to fill the vacant 3

seat. At the next scheduled meeting of the Board, the Board will elect by majority vote a Trustee to fill the remaining term of the vacant seat. Section 5.10 Removal. A Trustee may be removed upon the majority vote of the Board for failure to fulfill the duties of Trustees as outlined in the Bylaws and policies of the Board or for no longer meeting the qualifications required to hold the Trustee seat. Section 5.11 Resignation. A Trustee may resign at any time upon written notification to the Board Chair. Such resignation shall take effect on the date of receipt of the notice or at any later time specified in it. Section 5.12 Compensation. Any Trustee of the Corporation is authorized to receive reasonable compensation from the Corporation for services rendered and for actual expenses incurred when authorized by the Board or its designee. No Trustee of the Corporation shall receive compensation merely for acting as a Trustee. ARTICLE VI OFFICERS OF THE BOARD Section 6.01 Structure and Authority. The officers of the Corporation shall be a Chair, Vice Chair, and any other officers as the Board may determine from time to time. The President/CEO shall serve as an ex-officio, non-voting officer. Officers shall have such authority and shall perform such duties as are provided by the Bylaws or as shall from time to time be prescribed by the Board. Section 6.02 Election. The Board of Trustees shall elect the officers no later than June 1 of each year from a list of candidates that may include incumbent officers seeking another term, members of the Board, and nominees recommended by Board members and/or the President/Chief Executive Officer. The election shall follow policies established by the Board. Section 6.03 Term. The executive officers serve for a term of one year beginning on July 1 and ending June 30 of the ensuing year. Officers are eligible to be re-elected for a further term or terms, subject to limits as established in Board policy. Section 6.04 Chair. The Chair shall preside at all meetings of the Trustees and perform any other duties required by the Board. Section 6.05 Vice Chair. The Vice Chair shall perform the duties of the Chair in the absence of the Chair, and any other duties required by the Board. Section 6.06 Other Officers. Any other officer positions that may be established by the Board under Section 7.01 shall have the duties prescribed by the Board by policy. Section 6.07 Removal. Any officer may be removed by the Board of Trustees whenever in its judgment the best interests of the Corporation will be served thereby. 4

Section 6.08 Resignation. An officer may resign at any time upon written notification to the Board of Trustees. Such resignation shall take effect on the date of receipt of the notice or at any later time specified in it. Section 6.09 Vacancy. In the event of a vacancy of Chair or Vice Chair, the Board of Trustees shall elect a successor to fill the remaining term of the position. Section 6.10 Authority. No officer of the Corporation shall have any power or authority to borrow money on its behalf, to pledge its credit, or to mortgage its real or personal property, except within the scope and to the extent of the authority delegated by policy of the Board. Authority may be given by the Board for any of the above purposes and may be general or limited to specific instances. ARTICLE VII PRESIDENT/CHIEF EXECUTIVE OFFICER Section 7.01 Appointment. The Board of Trustees shall appoint a President/Chief Executive Officer (CEO) who shall be an employee and ex-officio officer of the Corporation. The Board shall set the term of office, compensation, and conditions of employment for the President/CEO. Section 7.02 Duties and Responsibilities. The President/CEO shall have such authority and perform such duties as are provided by the Bylaws or as shall from time to time be prescribed by the Board, including, but not limited to the following: A. Provide leadership for the Corporation, ensuring the effective implementation of the mission, strategic plan, and activities of the Corporation B. Supervise and manage the affairs of the Corporation C. Ensure adherence to all orders and policies of the Board D. Oversee the hiring, management, evaluation, and termination of all staff of the corporation E. Manage and regularly report to the Board on the financial affairs of the Corporation F. Execute documents on behalf of the Board and Corporation that are consistent with the direction of the Board as well as the best interests of the organization G. Be present and provide staff support at all meetings of the Board with ex officio, but nonvoting status H. Represent the Corporation in the education and broader community ARTICLE VIII- TRANSACTION OF BUSINESS Section 8.01 Authorized transactions. Solely for the purposes set forth in Article III, the Corporation is empowered to exercise all rights and powers conferred by the laws of the Commonwealth of Georgia upon nonprofit corporations, including, but without limitation thereon to receive gifts, devises, bequests and contributions in any form, and to use, apply, invest and reinvest the principal and/or income therefrom or distribute the same for the above purposes. Section 8.02 Fees, Prices, Application of Profits. Whenever the lawful activities of the Corporation involve, among other things, the charging of fees or prices for its services or products, it 5

shall have the right to receive such income. All such income shall be applied to the maintenance and operation of the lawful activities of the Corporation, and in no case shall it be divided or distributed in any manner whatsoever among the Trustees or officers of the Corporation. Section 8.03 Real and Personal Property. The Corporation may take, receive and hold in trust, for the purpose or purposes set forth in its Articles of Incorporation, any real and personal property given, devised to, or otherwise vested in the Corporation. Section 8.04 Prohibited Transactions. The Corporation shall not engage in any transaction prohibited by the Internal Revenue Code. It shall not accumulate income contrary to the laws of the Commonwealth of Georgia or the laws of the United States and, particularly, it shall not accumulate income contrary to applicable provisions of the Internal Revenue Code. Section 8.05 Checks, Notes, and Contracts. The Board of Trustees shall determine the persons who shall be authorized on the Corporation s behalf to sign checks, drafts or other orders for payment; to sign acceptances, notes, or other evidences of indebtedness and contracts; or to execute and deliver other documents and instruments. The Board may require officers, agents, employees and other persons to give security for the faithful performance of their duties. Section 8.06 Books and Records. The Corporation shall maintain complete books and records of the accounts and transactions of the Corporation and a current list of the Trustees of the Board. ARTICLE IX - MISCELLANEOUS PROVISIONS Section 9.01 Annual Report. The Chair and President/CEO shall present or cause to be presented annually to the Board such report as may be required by the Georgia Nonprofit Corporation Laws and by the Board. Section 9.02 Provision of Notices. The Corporation shall adhere to Georgia Nonprofit Corporation Laws and corresponding policy of the Board whenever written notice is required to be given to any person. Section 9.03 Corporate Seal. The corporate seal shall be in such form and as may be approved by the Board of Trustees of the Corporation. Section 9.04 Dissolution. If the Corporation is to be dissolved, the Board of Trustees shall, after paying or making provision for the payment of all the liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational and scientific purposes, as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as the Board of Trustees shall determine. Any of such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and granted exclusively for such purposes. 6

ARTICLE X INDEMNIFICATION AND INSURANCE Section 10.01 Indemnification. The Corporation shall indemnify and hold harmless each Trustee, officer, employee, agent, or other person acting on behalf of the Corporation against and from all loss, cost, and expenses reasonably incurred by such person in the payment, defense, or settlement of any claim, suit, or proceeding brought against such person because he or she acted on behalf of the Corporation as a Trustee, officer, employee, or agent. The rights specified in this section shall apply whether or not such persons continue to act in such capacity at the time the loss, cost, or expense is incurred. Such rights shall not apply in relation to any matters as to which any such person shall be finally adjudged in such claim, suit, or proceeding to be liable for willful misconduct. The Board may also deny indemnification for any actions constituting an egregious breach of said individuals legal and ethical obligations to Corporation. Section 10.02 Insurance. The Board of Trustees may authorize the purchase and maintenance of insurance on behalf of the persons specified in Section 10.01 and the Corporation against any liability that arises from the their actions in such capacities. ARTICLE XI - AMENDMENTS Section 11.01 Amendments. These Bylaws may be altered, amended, or repealed and a new Bylaw may be adopted by a vote of two-thirds of the votes cast at a meeting of the Board of Trustees, provided that notice of the proposed revision, including the text of such revision, is submitted to each of the Trustees in writing at least ten days in advance of the meeting. BYLAWS ADOPTED: September 8, 2006. Revised Bylaws Adopted: March 20, 2011 January 10, 2012 September 24, 2013 7