February 22, 2008

The Board of Trustees (the “Board”) of Scholarship America, Inc. (the “Corporation”), a Massachusetts nonprofit corporation, conducted its Winter Meeting on February 22, 2008.

WHEREAS, on September 17, 2001, the Corporation established the Families of Freedom Scholarship Fund (the “Fund”) to provide education assistance for postsecondary study to financially needy dependents of those people killed or permanently disabled as a result of the terrorist attacks on September 11, 2001, and during the rescue activities related to those attacks; and

WHEREAS, the Fund is governed by the Families of Freedom Fund Declaration (the “Declaration”), attached hereto as Exhibit A; and

WHEREAS, the Second paragraph of the Declaration provides that “[a]s parts of the Fund and in addition to the general Fund, CSFA (Citizens’ Scholarship Foundation of America, now Scholarship America, Inc.) shall maintain separate sub-funds” for the purpose of benefiting the dependents of certain groups of victims, such as airline or rescue personnel; and

WHEREAS, the PeopleSoft/Oracle Scholarship Fund sub-fund and the PGA TOUR 9-11 Scholarship Fund sub-fund are governed by the Declaration (the “Governed Sub-funds”); and

WHEREAS, the governing documents of the remaining sub-funds of the Fund establish separate provisions for the administration of such sub-funds; therefore, such sub-funds are specifically not governed by the Declaration; and

WHEREAS, the Ninth paragraph of the Declaration (the “Sunset Provision”) provides that: 1) the Board of Directors of CSFA may redirect any excess assets of the Fund or any sub-fund to support other postsecondary education scholarship programs of CSFA, upon the good faith determination of at least two-thirds of the directors that the need for the type of assistance described in paragraphs 1 and 2 above has been met, or can with reasonable certainty be met, with less than all of the assets of the Fund or sub-fund (“Clause A”); and 2) any assets remaining in the Fund as of December 31, 2030, may thereafter be used by CSFA to support other postsecondary education scholarship programs (“Clause B”) (together, Clause A and Clause B shall be referred to as the “Board Authority”); and

WHEREAS, the Board formed the Families of Freedom Task Force (the “Task Force”) at its Annual Meeting in October, 2007 to address various issues involving the Fund; and

WHEREAS, after consideration of the mission and purpose of the Fund, the Task Force has recommended that all assets of the Fund and Governed Sub-funds should now and in the future, until all such assets have been exhausted, be used to provide scholarship support for the families of those killed or disabled on September 11, 2001, and not used to support other scholarship programs maintained by the Corporation (the “Recommendation”); and

WHEREAS, the Task Force recommends to the Board that it implement its Recommendation and voluntarily restrict the Board Authority provided in the Sunset Provision; and

WHEREAS, the Board accepts the Recommendation of the Task Force to voluntarily restrict the Board Authority.

NOW, THEREFORE, BE IT RESOLVED by the Board of the Corporation that:

1. The Corporation shall voluntarily restrict the Board Authority granted under the Sunset Provision of the Declaration as follows:
i) Clause A of the Sunset Provision shall be disregarded in its entirety; and
ii) Any assets remaining in the Fund or Governed Sub-funds which are subject to Clause B shall only be used to provide postsecondary scholarship assistance to the dependents of those killed or disabled on September 11, 2001, and their descendants. Scholarship recipients must have financial need. Determinations regarding compliance with eligibility criteria, financial need, and award amounts shall be made at the discretion of the Corporation.

2. The Corporation’s voluntary restriction of the Board Authority shall apply to the Fund and Governed Sub-funds only.

The foregoing Resolutions were approved by the Board of Trustees pursuant to Chapter 180 of the Massachusetts General Laws, and filed with the Secretary of the Corporation on February 22, 2008.