​​​​​Contribute

​​ PAC Bylaws

 BY-LAWS

OF

 POLITICAL ACTION COMMITTEE ("PXED PAC")

ARTICLE I

Offices

             The principal office of Phoenix Education Partners, Inc. Governance Fund (hereinafter "PXED PAC" or "University of Phoenix PAC" ) is located at:

4025 S. Riverpoint Parkway
Mail Stop CF-KX10
Phoenix, AZ 85040

ARTICLE II

Purpose and Powers

           The purpose of PXED PAC is to promote good citizenship and further interests that are of concern to the employees and shareholders of Phoenix Education Partners, Inc. (the "Company") and its affiliates through participation in the elective process and to accept voluntary contributions and make contributions and other expenditures in order to encourage the election of qualified, informed, and constructive candidates for public office or to support or oppose any political party committee, political committee or any resolution or ballot issue.

ARTICLE III

Members

          PXED PAC shall be a voluntary organization open to all individuals employed by the Company and its affiliates who are paid on a salary rather than on an hourly basis and who have policymaking, managerial, professional, or supervisory responsibilities as defined in 11 C.F.R. § 114.1(c). PXED PAC shall be independent of any political party, candidate, or organization except that it shall be a separate segregated fund of the Company.

ARTICLE IV

Board of Directors

             Section 1. General. The  PXED PAC Board of Directors shall consist of no fewer than three (3) directors, one of whom shall be the PXED PAC Chairman and who shall also act as Chairman of the PXED PAC Board of Directors, and may also consist of other directors as the President/Chief Executive Officer of the Company deems necessary. The Directors shall be responsible for determining the general direction of the PXED PAC. The directors shall be appointed by the President/Chief Executive Officer of the Company. Directors shall serve for such terms as may be determined by the President/Chief Executive Officer of the Company. Directors shall serve in their position until a successor is chosen and qualified or until their earlier removal or upon their leaving the employ of the Company or its affiliates.

          Section 2. Removal, Vacancy and Replacement of Directors. Directors of PXED PAC may be removed by, and vacancies shall be filled by, the President/Chief Executive Officer of the Company.

          Section 3. Meetings of the Directors. The Chairman shall preside over the meetings of the directors. A meeting may be called by the Chairman or whenever any officer finds it necessary that a matter relating to the affairs of PXED PAC be considered at such meeting. Notice of meetings, stating its time and place, shall be given to each director at least twenty-four (24) hours before the meeting. Notice of any meeting may be waived by a director by signing a written waiver of notice or by attending the meeting. There shall be no voting by proxy. Directors of PXED PAC may participate in any meeting thereof by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Notwithstanding the foregoing, nothing herein shall be deemed to require a meeting of the directors of PXED PAC to conduct the business of PXED PAC except that a meeting of the directors of PXED PAC shall be required (a) to determine to whom or on whose behalf contributions or expenditures will be made to support or oppose the candidacy, nomination, and election of candidates for federal, state or local office, or to support or oppose any resolution or ballot issue, (b) to propose an amendment to these By-Laws, (c) to determine the disposition of funds belonging to PXED PAC upon its dissolution, (d) such other matters as may be determined from time to time by the officers or directors, and (e) to appoint officers of PXED PAC. In lieu of a meeting, the directors may act on behalf of PXED PAC through an unanimous written consent signed by all of the directors.

           Section 4. Required Vote. In the case of a vote on any matter specified in Article IV, Section 3 of these By-Laws, a majority of the directors present at a meeting shall constitute a quorum to conduct business at that meeting. The affirmative vote of a majority of the directors shall be the action of PXED PAC. In the event of a tie vote, the vote of the Chairman shall be determinative.

ARTICLE V

Officers

            Section 1. General. The officers of   PXED PAC shall carry out the day-to-day operation of PXED PAC and implement the decisions made by the Board of Directors of PXED PAC. PXED PAC shall have no fewer than three (3) officers. The officers shall include a Chairman, a Vice Chairman, and a Treasurer and may also consist of such other officers as the Board of Directors of PXED PAC deem necessary. Any number of offices may be held by the same person except as otherwise prohibited by law or these By-Laws.

          Section 2. Appointment. Officers shall be appointed by a vote of the Board of Directors of PXED PAC. The officers of PXED PAC shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by a vote of the Board of Directors of PXED PAC. All officers shall hold office until their successors are chosen and qualified or until their earlier removal.

           Section 3. Removal, Vacancy and Replacement of Officers. Officers of  PXED PAC may be removed by the Board of Directors of UOPX PAC. In the event of a vacancy in an officer position of PXED PAC, other than the Chairman, that vacancy shall be filled by a vote of the Board of Directors of PXED PAC. If there is a vacancy in the Chairmanship of PXED PAC, that position shall be filled by the appointment by the President/Chief Executive Officer of the Company.

          Section 4. Chairman. The Chairman shall be the chief executive officer of PXED PAC. The Chairman shall also act as the Chairman of the PAC’s Board of Directors and shall call and preside at all meetings of the Board of Directors and shall give, or cause to be given, notice of all such meetings to the Directors.

           Section 5. Vice-Chairman. The Vice-Chairman shall assume the duties of the Chairman in the absence or incapacitation of the Chairman.

           Section 6. Treasurer. The Treasurer shall be the chief financial officer of PXED PAC. Subject to applicable law, the Treasurer shall have the custody of all funds, shall keep full and accurate accounts of receipts and disbursements in books belonging to UOPX PAC, shall cause all funds to be deposited into the PAC’s depository within ten (10) days of receipt, and shall keep detailed accounts, records, bills, and receipts in a manner authorized by PXED PAC. The Treasurer shall disburse the funds of PXED PAC as may be ordered by the Board of Directors of PXED PAC, taking proper documentation for such disbursements. The Treasurer shall also prepare, sign, file, and maintain copies of all reports concerning the activities of PXED PAC.

           Section 7. Other Officers. Such other officers as the Board of Directors of PXED PAC may choose, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors of PXED PAC.

ARTICLE VI

Solicitation of Voluntary Contributions

            Section 1. Solicitations. PXED PAC may, pursuant to applicable law, solicit and accept voluntary political contributions from executives, administrative personnel, and stockholders of the Company and its related companies, insofar as it may be lawful.

          Section 2. Deposits of Funds. Voluntary political contributions received by PXED PAC shall be deposited by the Treasurer (or his agent) in a checking account or similar transaction account designated by the Treasurer as the depository of PXED PAC. Except as provided by applicable law, all voluntary contributions shall be deposited within 10 days of the Treasurer’s receipt thereof. Funds in the depository account, and any other accounts maintained by the Treasurer on behalf of  PXED PAC, shall be reported, maintained and disbursed from said accounts in accordance with applicable law.

           Section 3. Investment of Funds. Funds may be transferred from the depository account for investment purposes, but shall be returned to the depository account before being used to make contributions or expenditures to or on behalf of federal, state, or local candidates, or in support of or in opposition to any resolution or ballot issue.

           Section 4. No Commingling. No funds belonging to PXED PAC shall be commingled with any personal funds of any individual or any funds of any entity other than PXED PAC.

ARTICLE VII

Contributions and Expenditures

            Section 1. Contributions. The Treasurer shall cause to be made such disbursement or disbursements in support of or in opposition to candidates for public office or in support of or in opposition to any resolution or ballot issue as shall be determined by the vote of the Board of Directors of PXED PAC. In no event shall such disbursements to or on behalf of any single candidate or political committee or political committees, or the aggregate of all disbursements made to or on behalf of all candidates, exceed any maximum amounts applicable to PXED PAC pursuant to applicable law.

          Section 2. Other Expenditures. In accordance with applicable law, PXED PAC may make such other expenditures, contributions, and disbursements as may be authorized by the Board of Directors of PXED PAC.

ARTICLE VIII

Amendments to By-Laws

            These By-Laws may be amended or repealed, or new By-Laws may be proposed and adopted, in whole or in part, by the vote of the Board of Directors of PXED PAC.

ARTICLE IX

Dissolution

            PXED PAC shall have perpetual existence but may be dissolved at any time by action of the Board of Directors or the President/Chief Executive Officer of the Company. Upon such dissolution, all funds remaining in the depository account shall be (1) promptly returned to the contributors of the funds; (2) promptly distributed to one or more candidates, political party committees, or political committees; (3) donated to tax-exempt charitable institutions; or (4) otherwise disposed of in accordance with applicable law as may be determined by the directors of PXED PAC.

PXED PAC Fast Facts

• Phoenix Education Partners Inc. Governments Fund / PXED PAC is a way for employees to join together and contribute funds to the campaigns of candidates who support our critical mission of helping non-traditional students.

• PXED PAC  does not consider a candidate's political affiliation when making contribution decissions.

• All federal PACs are strictly limited and regulated by the Federal Elections Commission.

• Corporations are prohibited by federal and most state laws from contributing directly to candidate campaigns.

• PXED PAC utilizes members' (employee) funds carefully and strategically.