| Date of Meeting: | Monday, October 12, 2026 |
| Time: | 10:00 A.M. ET |
| Location: | Via Zoom (remote meeting) |
| Meeting Called By: | Linder Lopez, President |
The following Directors, constituting the full Board of Directors of Rising with Melodies Inc., were present at the meeting:
| Name | Office | Present In Person / Electronically |
|---|---|---|
| Linder Lopez | Director / President | Via Zoom |
| Samuel Serban | Director / Secretary | Via Zoom |
| Natalia Dolhova | Director / Treasurer | Via Zoom |
All three (3) Directors being present, a quorum was confirmed under Article Five, Section 4 of the Bylaws. Linder Lopez, President, presided as Chairperson, and Samuel Serban, Secretary, recorded the minutes of this meeting.
The Chairperson called the meeting to order at 10:00 A.M. ET and stated that the purpose of the meeting was to consider and act upon: (1) a clarification of Article Four, Section 2 of the Bylaws as it relates to officer eligibility; (2) the creation of a new officer position, Youth Director, under Article Six, Section 1 of the Bylaws; and (3) the designation of Alexander Lopez, Founder, to serve in that position. All Directors present waived formal notice of the meeting and consented to the transaction of the business described herein.
Pursuant to Article Nine of the Bylaws, the Chairperson inquired whether any Director had a financial or personal interest in the matters to be considered that might reasonably be construed to be adverse to the Corporation's interests. No Director disclosed any such interest. Accordingly, no recusal was required under Article Nine, Section 3, and all three (3) Directors were eligible to participate in the discussion and vote on the resolutions set forth below.
The President advised the Board that, upon review of the Bylaws in connection with a proposed public-facing title for the Founder, a discrepancy had been identified between the Bylaws and a statement recorded in the Minutes of the Organizational Meeting held June 21, 2026. The President reported that Article Four, Section 2 of the Bylaws states, in full: "The Board of Directors shall consist of not fewer than three (3) individuals. All voting Directors must be at least eighteen (18) years of age, as required under Georgia law." The President noted that, by its plain terms, this provision restricts only the eligibility of voting Directors, and does not by its terms restrict the eligibility of officers of the Corporation.
The President further noted that the Organizational Meeting Minutes stated, in a note regarding Alexander Lopez's designation as inaugural Youth Founder of the Youth Advisory Board, that "[h]is eligibility to serve as a voting Director or officer shall be considered by the Board when he reaches the age of eighteen (18), as required under Article Four, Section 2 of the Bylaws." The Board reviewed this language and found that, insofar as it extended the age restriction in Article Four, Section 2 to officers, it stated the requirement more broadly than the text of the Bylaws itself provides.
Upon motion duly made and seconded, the following resolution was adopted:
RESOLVED, that the Board of Directors hereby confirms that Article Four, Section 2 of the Bylaws restricts only the eligibility of voting Directors, and does not restrict the eligibility of any individual to hold an officer position of the Corporation on account of age; and
FURTHER RESOLVED, that the statement in the Minutes of the Organizational Meeting held June 21, 2026, to the extent it suggested that officer eligibility (as distinct from voting Director eligibility) is also subject to the age-eighteen requirement of Article Four, Section 2, is hereby clarified and superseded by this resolution; and
FURTHER RESOLVED, that nothing in this resolution affects Article Four, Section 2's restriction on voting Director eligibility, which remains in full force and effect, and no individual under eighteen (18) years of age shall be seated as a voting Director of the Corporation.
The President presented a proposal to create a new officer position, Youth Director, under Article Six, Section 1 of the Bylaws, which provides that "the Board may appoint one or more Vice Presidents and such other officers and assistant officers as it deems necessary." The President explained that the position is intended to formally recognize the Founder's ongoing leadership role in the Corporation's youth programming and its relationship to the Youth Advisory Board (YAB) established under Article Seven of the Bylaws, and is not intended to confer, and shall not confer, any of the governance rights, voting rights, or fiduciary duties that attach to a voting Director under Article Four.
Upon motion duly made and seconded, the following resolution was adopted:
RESOLVED, that the Board of Directors hereby creates the officer position of Youth Director, pursuant to Article Six, Section 1 of the Bylaws; and
FURTHER RESOLVED, that the Youth Director is an officer position of the Corporation and is expressly distinct from, and shall not be construed to confer, the status of a voting Director under Article Four of the Bylaws; the Youth Director shall have no vote on matters before the Board of Directors, no fiduciary duty as a Director, and no authority to execute contracts or other instruments on behalf of the Corporation except as separately authorized by the Board under Article Ten, Section 1; and
FURTHER RESOLVED, that the Youth Director position exists to recognize and formalize leadership responsibilities relating to the Corporation's youth programming and the Youth Advisory Board, and complements, and does not replace, the existing designation of Youth Founder of the Youth Advisory Board under Article Seven, Section 3.
Upon motion duly made and seconded, the following resolution was adopted:
RESOLVED, that Alexander Lopez, Founder of the Corporation, is hereby designated to serve as the Corporation's Youth Director, in addition to his existing designation as Youth Founder of the Youth Advisory Board under Article Seven, Section 3 of the Bylaws; and
FURTHER RESOLVED, that the officers of the Corporation are authorized and directed to reflect the title "Founder & Youth Director" for Alexander Lopez on the Corporation's website and other public-facing materials, consistent with this resolution.
There being no further business to come before the meeting, upon motion duly made and seconded, the meeting was adjourned at 10:45 A.M. ET on October 12, 2026.
I, the undersigned, do hereby certify that I am the duly elected and acting Secretary of Rising with Melodies Inc., a Georgia nonprofit corporation; that the foregoing is a true and accurate record of the proceedings of the above special meeting of the Board of Directors of said Corporation; that the resolutions set forth herein were duly adopted; and that a quorum was present throughout the meeting.
Certified this 12th day of October, 2026.