SMARTER SAVINGS ASSOCIATION LLC GOVERNANCE BYLAWS
ARTICLE 1. DEFINITIONS, AND PURPOSES
1.1 Definitions. As used in these bylaws, the following terms shall have the meaning set forth below:
"Act" means the District of Columbia Limited Liability Company Act of 2013, D.C. Code §§ 29-
801.01 et seq., as amended from time to time.
"Association " means Smarter Savings Association LLC, a District of Columbia limited liability company.
“Bylaws” means these Governance Bylaws as amended from time to time.
"Executive Director" means the Executive Director of the Association as defined in Section 2.1.
“Members” means the members of the Association (including Individual Members, Organizational Members, and Organizational Premier Members).
1.2 Principal Offices. The initial location of the principal executive office of the Association shall be as stated in the articles of incorporation. The Association may change the location if its principal office at any time. The Association shall designate and continuously maintain a registered agent for service of process in the District of Columbia and maintain a registered office as required by D.C. Code § 29-104.04 and § 29-104.05. In all cases, the Association's principal office address must be the same as the registered agent’s business or home address. The place for maintenance of books and records shall be at the principal office, or other such place as the Executive Director shall determine.
1.3 Purposes. The primary purpose of this Association is to improve the financial wellness of Americans of all ages. The Association accomplishes this through active educational programming and member participation opportunities. The specific purposes of this Association are as follows:
1.3.1 To educate Americans of all ages on personal finance - including budgeting, saving, borrowing, investing, retirement, estate planning, insurance and how to manage money with confidence - in clear, plain language;
1.3.2 To promote financial literacy and conversation around current events involving finance and economics in daily life, in person and through online forums such as blogs and newsletters;
1.3.3 To support a community of members committed to learning more about how to manage their money and gain financial confidence and capability;
1.3.4 To engage in other in-person and online activities that may be in furtherance of the Association’s purpose;
1.3.5 To encourage members to take an active role by participating in various programs and activities hosted or sponsored by the Association;
1.3.6 To foster member participation that demonstrates common loyalties, mutual benefits and mutual interests by conducting meetings, workshops and educational forums that further the mission and goals of the Association; and
1.3.7 To partner with mission-aligned organizations in the financial wellness field, including, but not limited to, nonprofits, community organizations, schools, financial institutions, and similar entities.
ARTICLE 2. MANAGEMENT
2.1 General Powers. The Association shall have an Executive Director, who shall be the Association’s chief executive responsible for day-to-day operations and implementation of strategy, educational content, partnerships, and budgets. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Association shall be managed by, the Executive Director, except as otherwise provided in the Act, the articles of incorporation or these bylaws.
2.2 Membership Administration. The Executive Director shall administer the membership process consistent with Article 3 of these Bylaws, including eligibility verification, dues invoicing and collection, maintenance and periodic reconciliation of the authoritative membership roster, and notice to members for meetings.
ARTICLE 3. MEMBERSHIP
3.1 Classes of Membership. Membership in the Association is open to individuals and organizations that support the purposes of the Association. The Association shall have three classes of Membership: Individual Members, Organizational Members, and Organizational Premier Members (each, a “Membership” and collectively, the “Memberships”):
3.1.1 Individual Membership. “Individual Member(s)” shall mean an Individual with an Individual Membership, which shall be open to persons who support the objectives of this Association and pay required dues as determined by the Executive Director. Individual Members shall have voting rights as specified in Section 3.4.
3.1.2 Organizational Membership. “Organizational Member(s)” shall mean an entity with an Organizational Membership, which is open to any duly organized entity (including, but not limited to, a business, limited liability company, nonprofit organization, church, etc.) that (a) is in good standing, (b) pays the dues set by the Executive Director, and (c) operates in compliance with applicable laws. All Organizational Members are voting members of the Association as outlined in Section 3.4. Each Organization Member shall designate an Ambassador (authorized representative) to cast the Member’s vote on its behalf.
3.1.3 Organizational Premier Membership. “Organizational Premier Member(s)” shall mean an Organizational Member in good standing who has elected to upgrade to an Organizational Premier Membership. Organizational Premier Members pay additional annual dues set by the Executive Director. In addition to all privileges of Organizational Members, Organizational Premier Members are designated as authorized membership enrollment agents and may approve individuals or businesses for membership in the Association. All Organizational Premier Members are voting members of the Association as outlined in Section 3.4. Each Organizational Premier Member shall designate an Ambassador (authorized representative) to cast the Organizational Premier Member’s vote on its behalf. The Organizational Premier Membership upgrade runs concurrent with the Organizational Premier Member’s annual term and renews upon timely payment of dues and continued compliance with these bylaws.
The Executive Director may, from time to time, add or remove entities or individuals as Members of any class. Any person or organization meeting the requirements for Membership shall be eligible for Membership upon approval of their Membership application and payment of dues as determined by the Executive Director.
3.2 Membership Terms: Individual Memberships and Organizational Memberships are lifetime and will renew automatically each year. Organizational Premier Memberships have a one-year term and may be renewed upon payment of dues and continued compliance with these bylaws.
3.3 Transfer of Membership. A Membership shall not be transferable.
3.4 Membership Engagement & Participation. All classes of Membership may participate in advancing the purposes of this Association, as outlined below:
3.4.1 Members in good standing are eligible to vote to select the Association’s educational program for the ensuing quarter, including webinars, meetings, and financial education content.
3.4.2 Members in good standing also have the right to participate in programs and activities, to participate in membership meetings, to nominate or be nominated for awards or leadership roles, and to serve in any leadership or advisory capacity, as set forth by the Executive Director.
ARTICLE 4. MEMBERS’ MEETINGS AND ACTIVITIES
4.1 Annual Meeting. An annual meeting of the Members shall be held each year at a time and date as set by the Executive Director (the “Annual Meeting”). Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to Members entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Notice of the Annual Meeting shall include a description of the purpose or purposes for which the meeting is called. At such Annual Meeting, any proper business within the power of the Executive Director, Members, or Advisory Board may be transacted, including matters related to furthering the Association’s educational purpose.
4.2 Regular Meetings. In addition to the Annual Meeting, the Association shall hold at least five (5) additional regular meetings per year, for a minimum of six (6) meetings annually, at times and dates as set by the Executive Director (the “Regular Meeting(s)” and together with the Annual Meeting, the “Membership Meetings”). Each Regular Meeting shall include educational programming related to financial literacy or personal finance management. At such Regular Meetings, any proper business within the power of the Executive Director, Advisory Board, and Members may be transacted, including matters related to furthering the Association’s educational purpose.
ARTICLE 5. ADVISORY BOARD
5.1 Purpose. The Association may maintain an Advisory Board (the “Advisory Board”) to provide non-binding strategic advice and recommendations to the Executive Director. The Advisory Board has no governing authority and shall not manage the business or affairs of the Association. Individuals appointed to the Advisory Board (“Advisors”) are not “directors” for any purpose under applicable law or these Bylaws, have no vote on corporate actions, and may not bind the Association.
5.2 Number, Composition, and Tenure. The size of the Advisory Board shall in no event be fewer than three (3) or more than nine (9). Advisors shall be appointed by the Executive Director and serve at the pleasure of the Executive Director for terms of up to three years, or until their successors are appointed. Advisors may be reappointed by the Executive Director. The Executive Director may designate one Advisor as Advisory Board Chair.
5.3 Qualifications. Advisors shall possess expertise relevant to the Association’s mission (e.g., industry, regulatory, finance, technology, member engagement), and must satisfy any independence, conflict-of-interest, or eligibility standards adopted by the Association.
5.4 Roles and Responsibilities. Advisors may be asked to participate in the following activities: (a) review and advise on the Association’s strategic direction, program plans, and membership engagement strategy; (b) provide non-binding recommendations on annual priorities, budgets, and performance metrics presented by the Executive Director; (c) serve as ambassadors for the Association, assisting with partner outreach; and (d) upon request, participate in working groups or task forces with staff or volunteers. The Advisory Board’s roles and responsibilities pursuant to Section 5.4 are advisory only and do not alter the authority of the Executive Director.
5.5 Meetings. Regular Advisory Board meetings will take place as deemed necessary by the Executive Director or Advisory Board Chair, with a recommended cadence of quarterly. Special Advisory Board meetings may be called by the Advisory Board Chair or the Executive Director on four (4) days’ notice if by mail, or forty-eight (48) hours’ notice if given personally or by electronic means. Regular or special meetings may be held at locations determined by the Advisory Board Chair or the Executive Director, or by video conference or similar communications equipment that allows all participants to hear one another. Participation by such means constitutes presence for Advisory Board purposes. Minutes shall be kept of Advisory Board meetings and provided to the Executive Director.
5.6 Quorum. A majority of the Advisors then in office constitutes a quorum for Advisory Board business. The sense of the Advisory Board (e.g., a recommendation or advisory resolution) shall be the recommendation or advisory resolution approved by the quorum present at a Regular Advisory Board Meeting or Special Advisory Board Meeting. Such recommendations or advisory resolutions are non-binding recommendations to the Executive Director.
5.7 Written Consents. Advisory recommendations may be adopted without a meeting by unanimous written consent of all Advisors then in office, delivered in writing or by electronic transmission, and filed with the Association’s records.
5.8 Resignation. Any Advisor may resign at any time by providing written notice to the Advisory Board Chair or the Executive Director. Unless otherwise specified, such resignation is effective upon receipt and does not require acceptance.
5.9 Removal. To the extent permitted by law, any Advisor may be removed, with or without cause, at any time by the Executive Director.
5.10 Vacancies. Any vacancy on the Advisory Board may be filled by the Executive Director. An Advisor appointed to fill a vacancy serves for the remainder of the unexpired term and until a successor is appointed.
5.11 Compensation and Expenses. Advisors shall receive no stated salary for service as Advisors. Advisors may receive a fixed fee or reimbursement of reasonable expenses for meeting attendance or assignments, if and as approved by the Executive Director at their sole discretion.
5.12 Confidentiality. Advisors shall maintain the confidentiality of non-public information received by virtue of their role and shall use such information solely for Association purposes.
5.13 No Fiduciary Status as Directors. An Advisor’s appointment to the Advisory Board does not create director fiduciary duties under applicable law. Nothing herein limits any separate duties an Advisor may have if also serving as an officer, employee, contractor, or voting Member (which requires separate appointment under these Bylaws).
ARTICLE 6. INDEMNIFICATION
6.1 Indemnification. The Association shall indemnify any Executive Director, officer, or employee to the fullest extent permitted by applicable District of Columbia law, including the Act, against all expenses, liability, and loss reasonably incurred in connection with any threatened, pending, or completed action, suit, or proceeding in which such person was or is a party or is threatened to be made a party by reason of being or having been a Member, Executive Director, officer, or employee provided that such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Association.
6.2 Approval of Indemnity. Any determination regarding entitlement to indemnification and any procedure for approving indemnification shall be made in accordance with applicable law.
6.3 Insurance. The Association may purchase and maintain insurance on behalf of any person only to the extent and in the manner permitted by applicable law.
ARTICLE 7. RECORDS AND REPORTS
7.1 Minutes. The Association shall maintain a record of all Member Meetings and all meetings held by the Advisory Board.
7.2 Accounting Records. The Association shall maintain appropriate accounting records.
7.3 Form of Records. The Association shall maintain its records in written form or in any other form capable of being converted into written form within a reasonable time.
7.4 Records Kept at Principal Office. The Association shall keep a copy of each of the following records at its principal office:
1. The Articles of Incorporation;
2. These Bylaws;
3. A current list of the names and business or home addresses of the Advisors;
4. A current membership list, including the names, addresses, and class of membership of each member;
5. A copy of the most recent corporate report filed with the District of Columbia Department of Licensing and Consumer Protection;
6. All financial statements prepared for periods ending during the last three (3) years; and
7. Any other documents or records required by applicable law or regulation to be maintained at the principal office.