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By-laws

Adopted under BCL § 601(a). Written for one shareholder, one director, one officer.

BY-LAWS OF ENHANCE BUSINESS CONSULTING INC.

🔴 DRAFT — FOR ATTORNEY REVIEW. NOT EXECUTED. DO NOT SIGN AS-IS.

Prepared 2026-09-08 for ENHANCE BUSINESS CONSULTING INC., NY DOS ID 5238420 — a corporation formed 2017-11-21 under the name ENHANCE AUTO CREDIT INC and renamed by Certificate of Amendment filed with the New York Department of State on 2026-06-30 (file no. 260630002539). Both names refer to the same corporation and the same DOS ID. Prepared by a non-lawyer for the purpose of reducing a New York attorney's drafting time to review time. This is not legal advice. These documents are intended for attachment to government certification applications accompanied by a notarised affidavit, and must be reviewed, corrected and finalised by a licensed New York attorney before execution.

NOTHING IN THIS DOCUMENT IS BACKDATED. It is dated the day it is actually signed and it recites the corporation's history accurately. See 08-COVER-MEMORANDUM.md.

Every BRACKETED ITEM is a fact that has not been confirmed — see 00-PLACEHOLDER-REGISTER.md.

Note on structure. These by-laws are written for a New York corporation having one shareholder, one director and one officer-holder. That is not a simplification or a shortcut — it is the shape the Business Corporation Law expressly provides for, and each such provision below prints the section that authorises it. Provisions that would imply a second participant have been deliberately omitted. By-laws are not filed with the Department of State; the corporation keeps them with its records. (Stated without citation: BCL § 601 governs how by-laws are adopted and amended and says nothing about filing or custody — the point is true but § 601 is not its source.)

BY-LAWS

OF

ENHANCE BUSINESS CONSULTING INC.

A New York domestic business corporation Department of State ID No. 5238420 Formed November 21, 2017 under the name ENHANCE AUTO CREDIT INC; renamed ENHANCE BUSINESS CONSULTING INC. by Certificate of Amendment filed June 30, 2026

Adopted by written consent of the sole shareholder on SIGNATURE DATE — the actual date of signing, in 2026.

ARTICLE I — OFFICES

1.1 Principal Office. The principal office of the Corporation shall be located at 607 Nereid Avenue, Bronx, New York 10470, or at such other place as the Board of Directors may from time to time determine.

1.2 Other Offices. The Corporation may also have offices at such other places, within or without the State of New York, as the business of the Corporation may require.

1.3 Records Maintained at the Principal Office. The Corporation shall maintain at its principal office, or at the office of its transfer agent or registrar in this state, the books and records required by BCL § 624(a), including its books and records of account, the minutes of the proceedings of its shareholders and Board, and a record containing the names and addresses of all shareholders and the number and class of shares held by each. These By-Laws shall be kept with those records.

ARTICLE II — SHAREHOLDERS

2.1 Annual Meeting. An annual meeting of shareholders for the election of directors and the transaction of other business shall be held in ANNUAL MEETING MONTH — CONFIRM WITH BOBBY of each year, at such date, time and place as the Board of Directors shall determine.

2.2 Special Meetings. Special meetings of shareholders may be called by the Board of Directors, by the President, or by the holders of a majority of the outstanding shares entitled to vote.

2.3 Notice. Written notice of the place, date and hour of every meeting shall be given not fewer than ten nor more than sixty days before the date of the meeting to each shareholder entitled to vote thereat, in accordance with BCL § 605. Notice may be waived in writing before or after the meeting, and attendance at a meeting without protesting the lack of notice constitutes a waiver.

2.4 Quorum and Vote. The holders of a majority of the shares entitled to vote, present in person or by proxy, shall constitute a quorum. Except where a greater vote is required by the Business Corporation Law or by the Certificate of Incorporation, action by shareholders shall be authorised by a majority of the votes cast.

2.5 Action Without a Meeting. Whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on the written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon, in accordance with BCL § 615(a). Every such written consent shall be filed with the minutes of the proceedings of shareholders. BCL § 615(d) provides that written consent so given "shall have the same effect as a valid vote of holders of such number of shares."

⚠️ BCL § 615(b) imposes a delivery requirement that is easy to overlook. A written consent is not effective unless, within sixty days of the earliest dated consent, consents signed by a sufficient number of holders are delivered to the corporation — at its registered office in this state, its principal place of business, or to an officer or agent having custody of the book in which shareholder proceedings are recorded. Where the sole shareholder is also that officer the requirement is satisfied on execution and filing in the minute book, but the consent should say so.

⚙️ Why this article matters and why it is not padding. So long as the Corporation has a single shareholder, § 2.5 is how shareholder action will in practice be taken, and §§ 2.1–2.4 will rarely operate. They are retained because a corporation must have functioning meeting machinery if it ever admits a second shareholder — but the Corporation should not represent to any person that meetings were held when action was in fact taken by written consent.

ARTICLE III — BOARD OF DIRECTORS

3.1 Number. The business of the Corporation shall be managed under the direction of a Board of Directors consisting of one (1) director, until changed by amendment of these By-Laws or by action of the shareholders. BCL § 702(a) provides that "the board of directors shall consist of one or more members. … If not otherwise fixed under this paragraph, the number shall be one."

3.2 Qualification and Term. Directors need not be shareholders or residents of New York. Each director shall hold office until the next annual meeting of shareholders and until a successor is elected and qualified, or until earlier resignation or removal.

3.3 Removal and Vacancies. Any director may be removed, with or without cause, by vote or written consent of the holders of a majority of the shares entitled to vote in the election of directors. Vacancies may be filled by vote of the shareholders or, to the extent permitted by BCL § 705, by the remaining directors.

3.4 Meetings; Notice. Regular and special meetings of the Board may be held at such times and places as the Board determines. Notice of special meetings shall be given at least two days in advance and may be waived in writing or by attendance.

3.5 Quorum. A majority of the entire Board shall constitute a quorum. Where the Board consists of one director, that director alone constitutes a quorum.

3.6 Action Without a Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board consent in writing to the adoption of a resolution authorising the action. BCL § 708(b) provides that "the resolution and the written consents thereto by the members of the board or committee shall be filed with the minutes of the proceedings of the board or committee." Written consent may be given by electronic mail or other secured electronic communication where the transmission is shown to have been authorised by the director.

⚠️ § 708(b) currently exists in two separately amended versions, printed side by side in the consolidated law under the note "Separately amended; cannot be put together." One carries a COVID-era sunset on electronic consent; the other permits electronic consent by "electronic mail, text, or other secured platform for electronic communications" with no sunset. This by-law tracks the second. ATTORNEY TO CONFIRM: which version of BCL § 708(b) controls

3.7 Participation by Conference Telephone. Any one or more members of the Board may participate in a meeting by conference telephone or similar communications equipment allowing all persons participating to hear each other at the same time, and participation by such means shall constitute presence in person (BCL § 708(c)).

ARTICLE IV — OFFICERS

4.1 Officers. The officers of the Corporation shall be a President, a Secretary, and a Treasurer, and such other officers as the Board may from time to time appoint. Officers shall be elected by the Board and shall hold office until a successor is elected or until earlier resignation or removal.

4.2 One Person May Hold All Offices. BCL § 715(e) provides: "Any two or more offices may be held by the same person. When all of the issued and outstanding stock of the corporation is owned by one person, such person may hold all or any combination of offices." Accordingly, so long as all of the issued and outstanding shares of the Corporation are owned by a single person, that person may hold every office of the Corporation, and any instrument requiring the signature of two officers may be signed by that person in each such capacity.

🔑 This section exists to make an express statutory point rather than to leave a reviewer to infer it. That Robert C. Knuckles Jr. is the Corporation's only officer is not an irregularity to be explained away; it is the arrangement the New York legislature specifically provided for a sole stockholder.

4.3 President. The President shall be the chief executive officer of the Corporation, shall have general charge and supervision of its business and affairs, shall preside at meetings of shareholders and of the Board, and may execute contracts, deeds, instruments and other documents on behalf of the Corporation, except where the execution thereof is expressly delegated by the Board to another officer or agent.

4.4 Secretary. The Secretary shall keep the minutes of the proceedings of the shareholders and of the Board, shall have custody of the corporate records including the record of shareholders required by BCL § 624(a), shall give required notices, and shall sign share certificates as one of the two signing officers required by BCL § 508(a).

4.5 Treasurer. The Treasurer shall have custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements, and shall render accounts to the President and the Board as required.

4.6 Removal. Any officer may be removed by the Board with or without cause. Removal shall be without prejudice to contract rights, if any, of the officer removed.

ARTICLE V — SHARES

5.1 Authorised Shares. The Corporation is authorised to issue two hundred (200) shares without par value, constituting a single class of stock, designated CLASS DESIGNATION — ATTORNEY TO CONFIRM FROM THE CERTIFICATE OF INCORPORATION; the DOS entity record gives the count and "NO PAR VALUE" but not the class name, and this package calls it "Common Stock" throughout on the strength of there being only one class. The Corporation has no other authorised class or series of shares.

✅ Verified 2026-09-08 from the New York Department of State's own entity record for DOS ID 5238420, which reports the Corporation's authorised stock as NO PAR VALUE — quantity 200. These are not estimates and no longer wait on the certificate. ⚠️ Authorised is not issued. The number of shares actually issued to the shareholder is a separate fact and stays SHARES ISSUED — CONFIRM WITH BOBBY throughout this package. Do not carry 200 into the ledger.

5.2 Certificates. Shares shall be represented by certificates, unless and until the Board resolves that some or all shares shall be uncertificated as permitted by BCL § 508(f). Each certificate shall state upon its face, as required by BCL § 508(c): that the Corporation is formed under the laws of this state; the name of the person or persons to whom issued; and the number and class of shares, and the designation of the series, if any, which the certificate represents. Certificates shall be signed as BCL § 508(a) requires — by the chairman or a vice-chairman of the board or the president or a vice-president and the secretary or an assistant secretary or the treasurer or an assistant treasurer — and both signatures may be given by the same person pursuant to § 4.2 above and BCL § 715(e).

5.3 Consideration. Shares shall be issued for such consideration as the Board determines, consisting of money or other property, tangible or intangible; labor or services actually received by or performed for the Corporation or for its benefit or in its formation; a binding obligation to pay the purchase price; a binding obligation to perform services having an agreed value; or a combination thereof, all as permitted by BCL § 504(a), which further provides that "in the absence of fraud in the transaction, the judgment of the board or shareholders, as the case may be, as to the value of the consideration received for shares shall be conclusive." Because the Corporation's shares are without par value, BCL § 504(d) governs: such shares "may be issued for such consideration as is fixed from time to time by the board" unless the Certificate of Incorporation reserves that right to the shareholders. When the consideration has been provided in compliance with BCL § 504(h), the holder is entitled under BCL § 504(i) to all the rights and privileges of a holder of such shares, and the shares are fully paid and nonassessable.

5.4 Record of Shareholders (Stock Ledger). The Secretary shall maintain the record of shareholders required by BCL § 624(a), containing the names and addresses of all shareholders and the number and class of shares held by each, together with the dates of issuance and of any transfer. The person in whose name shares stand on that record shall be deemed the owner thereof for all purposes of the Corporation.

🔑 BCL § 624(g), quoted in full: "The books and records specified in paragraph (a) shall be prima facie evidence of the facts therein stated in favor of the plaintiff in any action or special proceeding against such corporation or any of its officers, directors or shareholders."

⚠️ Read that limiting clause. The statutory prima-facie effect runs in favour of a plaintiff suing the corporation. It is not a general rule that the corporation's own books prove the corporation's case, and it must not be represented to a reviewer as one.

The practical point survives and does not depend on § 624(g): § 624(a) makes keeping an accurate record of shareholders a statutory duty; a certificate is only a representation of what that record states; and where no certificate was issued, the ledger together with the authorising resolutions is the ordinary proof of ownership. Keeping it accurately is the Corporation's principal ownership record.

5.5 Transfers. Shares shall be transferable on the books of the Corporation upon surrender of the certificate, if any, properly endorsed, and upon compliance with applicable law. Every transfer shall be recorded in the record of shareholders.

5.6 Lost Certificates. The Board may authorise the issuance of a replacement certificate upon affidavit of loss and, in its discretion, upon a bond of indemnity.

ARTICLE VI — INDEMNIFICATION

6.1 Indemnification. The Corporation shall indemnify each director and officer, and may indemnify each employee and agent, to the fullest extent permitted by BCL §§ 721 through 726, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees, incurred by reason of having served in such capacity.

6.2 Advancement. Expenses may be advanced in accordance with BCL § 723(c) upon receipt of an undertaking to repay if it is ultimately determined that indemnification is not permitted.

6.3 Limits. No indemnification shall be made where prohibited by BCL § 721, including where a judgment or other final adjudication adverse to the person establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and material to the cause of action, or that he personally gained a financial profit or other advantage to which he was not legally entitled.

ATTORNEY TO CONFIRM: indemnification scope under BCL §§ 721–726 — and specifically the § 723(b) authorisation route. § 723(b)(1) requires "a quorum consisting of directors who are not parties," which a one-director corporation can never assemble because that director is always the party. That leaves only § 723(b)(2)(A) (the board's written opinion of independent legal counsel) or § 723(b)(2)(B) (shareholder action) — and the sole shareholder is the same person again. Decide which route this corporation will actually use before relying on Article VI.

ARTICLE VII — GENERAL PROVISIONS

7.1 Fiscal Year. The fiscal year of the Corporation shall end on FISCAL YEAR END — CONFIRM WITH BOBBY.

7.2 Corporate Seal. The Corporation CORPORATE SEAL — does one exist? CONFIRM WITH BOBBY. New York law does not require a corporate seal, and the absence of one does not affect the validity of any instrument.

7.3 Execution of Instruments. Contracts, deeds, notes, checks and other instruments may be executed on behalf of the Corporation by the President, or by such other officer or agent as the Board may authorise.

7.4 Amendment. These By-Laws may be amended or repealed by the shareholders by a majority of the votes cast by the shares at the time entitled to vote in the election of any directors, as provided in BCL § 601(a). Any by-law adopted by the Board may be amended or repealed by the shareholders entitled to vote thereon.

🔑 Why these By-Laws are adopted by the shareholder rather than by the incorporator. BCL § 601(a) begins: "The initial by-laws of a corporation shall be adopted by its incorporator or incorporators at the organization meeting." No organization meeting was held and no initial by-laws were adopted. The same paragraph continues: "Thereafter … by-laws may be adopted, amended or repealed by a majority of the votes cast by the shares at the time entitled to vote in the election of any directors." That second sentence is the authority for adopting these By-Laws now by written consent of the sole shareholder — and it does not depend on who the original incorporator was.

7.5 Governing Law. These By-Laws shall be governed by and construed in accordance with the laws of the State of New York, and specifically the New York Business Corporation Law. In the event of any conflict between these By-Laws and the Certificate of Incorporation or the Business Corporation Law, the Certificate of Incorporation or the Business Corporation Law, as applicable, shall control.

CERTIFICATION

The undersigned, being the Secretary of ENHANCE BUSINESS CONSULTING INC., certifies that the foregoing By-Laws were adopted by written consent of the sole shareholder of the Corporation on SIGNATURE DATE — the actual date of signing, in 2026, and that they are in full force and effect as of that date.


_______________________________________ Robert C. Knuckles Jr., Secretary

Dated: SIGNATURE DATE — the actual date of signing, in 2026

Prepared as a draft for attorney review. Not legal advice. Not executed.