(As amended)

To: The Recorder of Deeds, D. C.

      Washington, D. C.

We, the undersigned natural persons of the age of twenty-one years or more, acting as incorporators of a corporation, adopt the following Articles of Incorporation for such corporation pursuant to the District of Columbia Non-Profit Corporation Act.

FIRST:    The name of the corporation is the NATIONAL ASSOCIATION OF STUDENT FINANCIAL AID ADMINISTRATORS.

SECOND:    The period of duration is perpetual.

THIRD: The purposes for which the corporation is organized are to:

               (a) Promote the professional preparation, effectiveness and association of:

                    (1) ‑Administrators and counselors of student financial aid in institutions of postsecondary education, government agencies, foundations, and private and community organizations, and

                    (2) ‑Others in institutions of postsecondary education, government agencies, foundations, and private and community organizations concerned with the support and administration of student financial aid.

               (b) ‑Serve as a national forum and act as a focus for the expression of views on matters relating to the development, funding and conduct of student financial aid.

               (c) ‑Promote and encourage programs which provide for educational opportunity and full development of individual potential of students.

               (d) ‑Serve effectively the interest and needs of students, institutions, government agencies and sponsors through coordination of plans and programs pertinent to student financial aid.

               (e) ‑Assist educational institutions, foundations, government agencies, and private and community organizations to promote and develop effective programs of student financial aid.

               (f) ‑Promote such systematic studies, cooperative experiments, conferences, and other related activities as may be desirable or necessary to fulfill the purpose of the corporation.

               ‑The corporation shall not be operated for profit (except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes as hereinabove stated). The corporation shall not, directly or indirectly participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision herein, the corporation shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under Section 501(a) of the Internal Revenue Code of 1954 as an organization described in Code Section 501(c)(3) (or the corresponding provisions of any future United States internal revenue laws). No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, except that the corporation may elect to have provisions of Section 501(h) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States internal revenue law) apply with respect to such activities.

FOURTH:    ‑To further the corporation's objects and purposes the corporation shall have and exercise all the powers conferred by the District of Columbia Non-Profit Corporation Act not without the scope of Article THIRD hereof. Without limiting the generality of the foregoing, the corporation shall have the power to sue and be sued, to own, take title to, receive and hold, lease, sell and resell, in fee simple or otherwise, property, real, personal or mixed, wherever situated and however acquired without limitation as to amount or value. The corporation shall have the authority to encumber property by deed of trust, pledge or otherwise; to borrow money and secure payment of same by lien or liens on the realty or personal property of the corporation; to lease, build, erect, remodel, repair, construct and/or reconstruct any and all buildings, houses, or other structures necessary to its needs and purposes; and to do any and all things incident to the carrying out of the objects and purposes as stated and as limited herein. The corporation shall have full powers of management, investment and reinvestment, and the collection of all rents, revenues, issues and profits arising therefrom.

FIFTH:    The corporation is to have members.

SIXTH:   ‑The corporation is to be divided into four classes of members. The designation of each class of members and the qualifications and rights of the members of each class are as follows: Institutional members of the corporation, which shall [have] equal voting rights, shall consist of institutions of postsecondary education which shall meet such additional criteria as shall be stated in the corporation's bylaws. Affiliate members of the corporation, who shall not have voting rights, shall consist of administrators of student financial aid who are employees of non-member institutions or systems of institutions of postsecondary education and who shall meet such additional criteria as shall be stated in the corporation's bylaws. Constituent and associated organization members, who shall not have voting rights, shall consist of organizations and individuals having an interest in promoting the administration of student financial aid. Student members, who shall not have voting rights, shall consist of students enrolled full-time in institutions of postsecondary education having an interest in promoting the administration of student financial aid.

SEVENTH:  ‑The manner of election of the directors of the corporation, to be known as Members of the Board of Directors, shall be as provided in the bylaws.

EIGHTH:      ‑The internal affairs of the corporation shall be conducted and regulated as provided in the bylaws. The officers and directors (members of the Board of Directors) of the corporation shall govern the corporation, with full authority to establish its policies. On dissolution or final liquidation of the corporation, the board of directors shall, after paying or making provision for the payment of all lawful debts and liabilities of the corporation, distribute all of the assets of the corporation to one or more of the following categories of recipients, as the board of directors of the corporation shall determine:

               (a) ‑A nonprofit organization or organizations which may have been created to succeed the corporation, as long as such organization or each of such organizations shall qualify as an organization described in Section 115, Section 501(c)(3) of the Internal Revenue Code of 1954 (or corresponding provisions of any future United States internal revenue laws); and/or

               (b) ‑A nonprofit organization or organizations having similar aims and objects as the corporation and which may be selected as an appropriate recipient of such assets, as long as such organization or each of such organizations shall qualify as an organization described in Section 115, Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States internal revenue laws).

NINTH:  ‑The address of its initial registered office in the District of Columbia is 888 Seventeenth Street, N. W., Washington, D. C. 20006, and the name of its initial registered agent at such address is James W. Quiggle.

TENTH:  ‑The number of directors constituting the initial board of directors is twenty-one (21) and the names and address of the persons who are to serve as the initial directors (members of the Board of Directors) until the first annual meeting or until their successors be elected and qualified are:

ELEVENTH:  ‑The name and address of each incorporator is:

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