USQF, INC.

BYLAWS

RATIFIED JULY 21, 2024

I. PURPOSES

1.1 General. USQF, Inc. (the “Corporation”) is organized and shall be operated exclusively for charitable and educational purposes under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder, as they now exist or as they may hereafter be amended (or to any corresponding provision of any future U.S. internal revenue law) (the “Code”), and specifically for the purpose of developing, maintaining, and supporting the open use of an education and occupational credentials and qualifications framework for the United States of America.

1.2 Specific. Without limiting the generality of Section 1.1 of these Bylaws and in furtherance of the Corporation’s vision and mission, the Corporation shall have the following specific purposes:

(a) To develop, maintain, and support the open use of an education and occupational credentials and qualifications framework for the United States of America that will:

(i) provide a wholistic framework for all types of education and occupational credentials and qualifications to support alignment, comparison, transfer, credit recommendations and approvals, and policy consideration;

(ii) assist students, graduates, and employers in understanding the credentials and qualifications earned through completion of postsecondary or other educational or training programs;

(iii) assist with international alignments and comparisons of credentials and qualifications; and

(b) To engage in any activity and with relevant stakeholders to take any action deemed to be useful, necessary and proper for the advancement of public understanding and use of the framework.

II. MEMBERSHIP

2.1 No Members. The Corporation shall have no members and shall be governed solely by its board of directors (the “Board”).

III. BOARD OF DIRECTORS

3.1 Number and Term of Directors. The Board shall consist of at least seven (7) and no more than fifteen (15) directors. The number of directors may be increased or decreased within the specified range from time to time by a Board Vote (as defined in Section 3.9 below). Any voted decrease in the number of directors shall have the effect of shortening the term of an incumbent director. The directors of the Corporation shall be divided into three staggered classes, each class having a three-year term. Each director shall be elected to a class, with the number of directors in each class being nearly equal as possible. A sitting director may run for re-election one (1) time and after serving a second term must rotate off the Board. There shall be no prohibition on subsequent election in accordance with these Bylaws after a director sits out one (1) annual election cycle. The Chief Executive Officer of the Corporation shall serve as an ex officio director of the Corporation.

2. 3.2  Vacancies. Any vacancy in the Board may be filled by a Board Vote.

3. 3.3  Resignation. Any director may resign at any time by giving written notice of

such resignation to the Chair or Chief Executive Officer. Such resignation will be effective when delivered to such member of the Board or on the date specified in the notice.

3.4 Regular Meetings. The Board may hold regular meetings at such time and place as the Board may determine. Advance, written notice of each regular meeting of the Board shall be given to each director at least ten (10) days before the date of the meeting. Such notice need not describe the purpose of the meeting.

3.5 Special Meetings. Unless otherwise prescribed by law, special meetings of the Board shall be called by the Chair or Chief Executive Officer. Written notice of each special meeting of the Board shall be given to each director at least two (2) days before the date of the meeting. Such notice need not describe the purpose of the meeting.

3.6 Waiver of Notice. A director may waive any notice required by these Bylaws, before or after the date and time stated in the notice, by providing the Chair a written waiver, signed by the director, and filed with the minutes or corporate records. A director’s attendance at or participation in a meeting shall waive any required notice to the director of the meeting, unless the director at the beginning of the meeting, or promptly upon arrival, objects to holding the meeting or transacting at the meeting and does not thereafter vote for or assent to action taken at the meeting.

3.7 Chair. A Chair of the Board (the “Chair”) shall be chosen from among the directors by the vote of a majority of the directors then in office. The Chair shall be elected for a two (2) year term but may continue in office after the expiration of such term until a successor has been elected and qualified. The Chair shall be eligible for re-election to any number of subsequent terms, for so long as they remain a director. The Chair may be removed by a vote of a majority of the directors then in office. The Chair will have the duty of presiding over all meetings of the Board, and other such duties, if any, as the Board may determine.

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3.8 Quorum. A simple majority of the total number of directors shall constitute a quorum for the transaction of business at any meeting of the Board.

3.9 Voting. The action of the majority of the directors present at a meeting with constituted quorum shall represent the action of the Board (a “Board Vote”).

3.10 Action Without a Meeting. Any action required or permitted to be taken at a meeting of directors may be taken without a meeting, without prior notice and without a vote, if a unanimous consent in writing, setting forth the action so taken, is signed by all the directors, and is delivered to the Corporation in accordance with applicable law.

3.11 Meetings Held Through Communications Equipment. Meetings may be held by means of conference telephone or similar communications equipment so that all persons participating in the meeting can hear one another and participation in a meeting pursuant to this paragraph will constitute presence in person at a meeting.

3.12 Powers and Duties. All corporate powers shall be exercised by or under the authority of the Board, and the activities and affairs of the Corporation shall be managed by or under the direction of its Board and subject to oversight thereof. The Board shall retain exclusive powers for financial oversight, administrative oversight of the Chief Executive Officer, approval of strategic planning/direction, approval of policy, approval of partnership and partner relations and other matters of strategic importance to the Corporation.

3.13 Compensation. The Board shall not receive compensation for services rendered in its capacity as the Board or on behalf of the Corporation. However, the directors may be entitled to reimbursement for any reasonable expenses incurred in rendering services to the Corporation, and for which such director provides appropriate substantiating documentation, as permitted by law, and as reasonably determined by the Board.

3.14 Committees. The Board shall create a Finance Committee and a Policy Committee and may, by Board Vote, designate one or more other committees. Each of these two committees shall consist of three (3) or more directors of the Corporation. Such committees, to the extent provided in a resolution of the Board or in these Bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the corporation except the power to adopt, amend or repeal these Bylaws or other powers prohibited from being delegated to such a committee by law. The Treasurer shall serve as the chair of the Finance Committee.

3.15 Advisory Groups. The Chief Executive Officer may create one or more advisory groups, which shall consist of persons who are not directors of the Corporation and who are experts and stakeholders in the topic of the particular advisory group. Such advisory groups shall serve in an advisory capacity only and may not exercise any of the powers and authority of the Board in the management of the business and affairs of the Corporation.

3.16 Dissolution. The Chief Executive Officer may create one or more advisory 3

groups, which shall consist of persons who are not directors of the Corporation and who are experts and stakeholders in the topic of the particular advisory group. Such advisory groups shall serve in an advisory capacity only and may not exercise any of the powers and authority of the Board in the management of the business and affairs of the Corporation.

IV. OFFICERS

4.1 Designation of Officers. The officers of the Board shall be a Chair, Vice Chair, Treasurer, and Secretary. The Corporation may have such other officers, if any, as the Board may from time to time elect.

4.2 Election and Term of Office. The officers of the Corporation shall be chosen by Board Vote to hold office until their successors are elected or they are removed by Board Vote in accordance with Section 4.4. An officer may resign at any time by delivering notice to the Board Chair and/or CEO. A resignation shall be effective when the written notice is delivered unless the notice specifies a later effective date.

4.3 Powers and Duties. All officers of the Corporation shall have such authority and perform such duties in the management of the property and affairs of the Corporation as generally pertain to their respective offices, as well as such authority and duties as may be determined by the Board.

4.4 Removal. Any officer of the Corporation may be removed (with or without cause) by a Board Vote.

4.5 Chair. The Chair shall perform all duties customary to the office of the Chair, including facilitation of board meetings after developing the agenda with the Chief Executive Officer; active recruitment of new board members and retention of current board members; providing leadership and direction to the Corporation; encouraging transparent communication between all Board members; helps guide and mediate Board actions with respect to organizational priorities and governance; oversee the creation, implementation, and performance of the strategic plan; facilitates discussion of affecting the organization with the Board and any other relevant parties; and annually encourages evaluation of the board and the performance of the organization and its mission.

4.6 Vice-Chair. The Vice Chair shall serve in the Chair’s place in the event the Chair is unable to serve or perform duties delegated to the Chair. The Vice Chair may have such additional duties as delegated to him or her by the Board of Directors or the Chair, including in the absence of Chair, coordinates facilitation of board meetings; helps the Board Chair to develop and implement office transition plans; and actively recruits new board members and helps to retain current board members.

4.7 Treasurer. The Treasurer shall lead the Board’s oversight of the corporation’s finances and shall serve as the Chair of the Finance Committee. The Treasurer and the Finance Committee shall work with the Chief Executive Officer to develop and submit to the

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Board annual budgets, recommendations for the development and use of a reserve fund, and recommendations for an investment strategy for the corporation. The Treasurer also shall work with the Chief Executive Officer to select, support, and oversee production of the corporation’s annual audit.

4.8 Secretary. TheSecretaryshalltakeandmaintainallminutesofboardmeetings and coordinate safe keeping of such minutes and vital records and documents of the Corporation. The Secretary shall also coordinate notifications of corporate meetings. The Secretary may have such additional duties as delegated to him or her by the Board of Directors or the Chair.

4.9 The Chief Executive Officer. The Chief Executive Officer shall be the chief executive of the Corporation and, subject to the direction of the Board, shall supervise and oversee the day-to-day management of the business, affairs and property of the Corporation, and shall have general supervision and oversight over all other employees and agents. In general, the Chief Executive Officer shall have all powers, and shall perform all duties, incident to the office of Chief Executive Officer. The Chief Executive Officer shall also have primary responsibility for and work with the Chair on Board agendas, Board development, and Board recruitment.

4.10 Compensation and Reimbursement. Subject to compliance with Article VII of these Bylaws, no officer other than the Chief Executive Officer may be entitled to compensation in a reasonable amount for his or her services as an officer, as permitted by law and as reasonably determined by the Board. Each officer may be entitled to reimbursement for any reasonable expenses incurred in rendering services to the Corporation, and for which such officer provides appropriate substantiating documentation, as permitted by law and as reasonably determined by the Board.

V. INDEMNIFICATION AND INSURANCE

5.1 General. Without limiting the generality or effect of any contractual right to indemnification, the Corporation will to the fullest extent permitted by the laws of the District of Columbia, as then in effect, or by other applicable law, indemnify any person (an “Indemnitee”) who is or was involved in any manner (including without limitation as a party or a witness) or is threatened to be made so involved in any threatened, pending or completed investigation, claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including without limitation any action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor) (a “Proceeding”) by reason of the fact that such person is or was or had agreed to be a member, director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Board as a member, director, officer, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other entity, whether or not for profit (including the heirs, executors, administrators or estate of such person), or anything done or not done by such person in any such capacity, against all out-of-pocket expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such

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Proceeding. Such indemnification may include the right to receive payment of expenses as they are incurred by an Indemnitee in connection with such Proceeding, consistent with the provisions of applicable law as then in effect.

In no case, however, shall the Corporation indemnify, reimburse, or insure any person for any taxes imposed on such individual under Chapter 42 of the Code. Further, if at any time the Corporation is deemed to be a private foundation (within the meaning of Section 509 of the Code), then, during such time, no payment shall be made under this Section 5.1 if such payment would constitute an act of self-dealing or a taxable expenditure, as defined in Sections 4941(d) and 4945(d), respectively, of the Code.

5.2 Indemnification Not Exclusive. The indemnification provided by these Bylaws will not be exclusive of any other rights which such member, director, officer, or agent may have under any other instrument or by reason of any action or otherwise and will be applicable to Proceedings commenced or continuing after the adoption of these Bylaws, whether arising from acts or omissions occurring on or after such adoption.

5.3 Insurance. The Corporation may purchase and maintain insurance to protect itself and any Indemnitee against any expenses, judgments, fines and amounts paid in settlement or incurred by any Indemnitee in connection with any Proceeding referred to in these Bylaws or otherwise, to the fullest extent permitted by applicable law as then in effect.

budget for each fiscal year shall be approved by the Board prior to the start of that fiscal year.

6.2 Checks, Notes and Contracts. The Chief Executive Officer, in consultation with the chair of the Finance Committee, shall determine who shall be authorized from time to time on the Corporation’s behalf to sign checks, drafts, or other orders for payment of money; to sign acceptances, notes, or other evidences of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments.

6.3 Books and Records. The Corporation shall keep correct and complete documentation and records of account minutes of the proceedings of the members and the Board, and a current list of the directors and officers of the Corporation.

VII. AMENDMENTS

7.1 General. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board as permitted by law (except as hereinafter provided in Section 8.2), by Board Vote.

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7.2 Restrictions. The Bylaws may not be amended in such manner as would conflict with the Articles of Incorporation, and no amendment may authorize the Corporation to conduct its affairs in any manner or for any purposes contrary to the provisions of Section 501(c)(3) of the Code. At all times these Bylaws must remain in compliance with the provisions of Section 501(c)(3) of the Code.

VIII. DISSOLUTION

8.1 The Association may be dissolved only at a special meeting called for that purpose, and in the manner prescribed by the relevant laws, by vote of three-fourths (3/4) of the board members present. Subject to compliance with the applicable provisions of such laws, upon any such dissolution of the Association all its property remaining after satisfaction of all its obligations shall be distributed to one or more corporations, funds, foundations, or learned societies such as the Executive Council may select, organized or operated exclusively for charitable, scientific, literary, or educational purposes, no part of the net earnings of which inures to the benefit of any private shareholder, member or individual, and which does not carry on propaganda or participate or intervene in any political campaign.