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Shareholder consent

Written consent in lieu of the organization meeting. Adopts the by-laws.

WRITTEN CONSENT OF THE SOLE SHAREHOLDER — ORGANIZATIONAL PROCEEDINGS

🔴 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.

🔴 Read this note before reading the document.

PANYNJ asks for "minutes of the first corporate organizational meeting plus amendments." The honest answer for this corporation is that no organizational meeting was held and no minutes were kept. The response to that is not to write minutes of a meeting that did not happen.

New York provides the correct instrument. BCL § 404(b): "Any action permitted to be taken at the organization meeting may be taken without a meeting if each incorporator or his attorney-in-fact signs an instrument setting forth the action so taken." BCL § 615(a) likewise permits shareholder action by written consent, and § 615(d) provides that consent so given "shall have the same effect as a valid vote of holders of such number of shares."

⚠️ That is the statute's actual wording, checked against the consolidated law on 2026-09-08. Do not write "the same force and effect as a unanimous vote of shareholders" inside quotation marks — that phrasing is a paraphrase, and a misquoted statute in a document handed to a public agency is a gift to anyone looking for a reason to doubt the file.

So the document below is a written consent, dated the day it is signed in 2026, which recites the corporation's history truthfully and adopts, ratifies and confirms the organizational actions. It is submitted as the organizational record, with the cover memorandum (08) explaining the dating in one paragraph. That is a complete and defensible answer to the requirement.

It is also the only safe answer. A document created in 2026 and dated 2017, attached to a government certification application supported by a notarised affidavit, is a false statement to a public agency. The missing-records problem is ordinary and curable. That one is neither.

WRITTEN CONSENT IN LIEU OF ORGANIZATION MEETING

AND RATIFICATION OF ORGANIZATIONAL PROCEEDINGS

OF THE SOLE SHAREHOLDER OF

ENHANCE BUSINESS CONSULTING INC.

(formerly ENHANCE AUTO CREDIT INC)

A New York domestic business corporation · Department of State ID No. 5238420

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

The undersigned, being the holder of all of the issued and outstanding shares of capital stock of ENHANCE BUSINESS CONSULTING INC., a corporation organised under the Business Corporation Law of the State of New York (the "Corporation"), acting by written consent without a meeting pursuant to Section 615 of the New York Business Corporation Law, hereby adopts the following recitals and resolutions.

⚠️ Why § 404(b) is not cited as authority for this instrument. § 404(b) permits organizational action to be taken without a meeting "if each incorporator or his attorney-in-fact signs an instrument setting forth the action so taken." This instrument is signed by the sole shareholder, not by the incorporator — who, as Recital B records, is not known to have acted at all. § 404(b) is quoted correctly elsewhere in this package for what it shows (that New York contemplates organizational action by written instrument), but it is not the authority under which a shareholder signs, and citing it as such would invite exactly the question the package exists to close. The operative authorities are § 615 and, for the by-laws, the second sentence of § 601(a).

RECITALS

A. The Corporation was formed as a New York domestic business corporation by the filing of a Certificate of Incorporation with the New York Department of State on November 21, 2017, under the name ENHANCE AUTO CREDIT INC, and was assigned Department of State ID No. 5238420.

A-1. By Certificate of Amendment filed with the New York Department of State on June 30, 2026 (file no. 260630002539), the Corporation changed its name to ENHANCE BUSINESS CONSULTING INC. No other amendment to the Certificate of Incorporation has been filed. The corporation referred to in this instrument is the same corporation under both names, bearing the same Department of State ID No. 5238420. CONFIRM WITH BOBBY: that the federal EIN is likewise unchanged, and whether the IRS was notified of the name change

B. The Certificate of Incorporation was filed by INCORPORATOR NAME — from Certificate of Incorporation as incorporator. The initial by-laws contemplated by the first sentence of BCL § 601(a) were never adopted by the incorporator; the By-Laws adopted below are adopted under the second sentence of § 601(a), which permits by-laws to be adopted thereafter by a majority of the votes cast by the shares at the time entitled to vote in the election of any directors.

C. From the date of its formation to the date hereof, the undersigned, Robert C. Knuckles Jr., has been at all times the sole shareholder of the Corporation, owning one hundred percent (100%) of its issued and outstanding shares, and has been at all times its sole director and its sole officer.

D. Since its formation the Corporation has conducted business, entered into contracts, opened and maintained bank accounts, filed tax returns, and taken other actions, in each case by and through the undersigned acting on its behalf.

E. ⚠️ No record of an organization meeting of the incorporator, and no by-laws, minutes, written consents or stock records prepared or maintained at or following the Corporation's formation, has been located after inquiry. REGISTER ITEM B5 — CONFIRM WITH BOBBY that no such records exist, and if he confirms it, say so expressly here instead of reciting that none was located. A formation service's minute book that surfaces later and contradicts this instrument is worse than having no records at all. The undersigned now wishes to adopt by-laws, to establish the Corporation's stock records, and to ratify and confirm the acts taken on the Corporation's behalf since its formation, in each case as of the date of this instrument and not as of any earlier date.

F. Section 404(b) of the Business Corporation Law provides that any action permitted to be taken at the organization meeting may be taken without a meeting by written instrument. Section 615(a) permits shareholder action to be taken without a meeting on the written consent of the holders of all outstanding shares entitled to vote thereon, and Section 615(d) provides that consent so given "shall have the same effect as a valid vote of holders of such number of shares." Such consent is delivered to the Corporation, and filed in its minute book, by the undersigned in his capacity as the officer having custody of the book in which the proceedings of shareholders are recorded, as Section 615(b) contemplates.

ATTORNEY TO CONFIRM: ratification approach under New York law — New York has no analog to DGCL §§ 204/205; this instrument relies on common-law ratification by the sole interested party together with BCL §§ 404(b), 615 and 708(b)

RESOLUTIONS

1 · Adoption of By-Laws. RESOLVED, that the By-Laws presented to the undersigned and attached hereto as Exhibit A are hereby adopted as the By-Laws of the Corporation, effective as of the date of this instrument; and further RESOLVED, that the Secretary shall insert a copy of the By-Laws in the minute book of the Corporation and keep them at the Corporation's principal office with the books and records the Corporation is required to keep by BCL § 624(a). (§ 624(a) lists books of account, minutes and the record of shareholders; by-laws are not among them, so they are kept with those records rather than because § 624 requires it.)

2 · Election of Director. RESOLVED, that the number of directors of the Corporation is fixed at one (1), as permitted by BCL § 702(a); and further RESOLVED, that Robert C. Knuckles Jr. is hereby elected as the sole director of the Corporation, to serve until the next annual meeting of shareholders and until a successor is elected and qualified; and further RESOLVED, that the undersigned confirms that Robert C. Knuckles Jr. has in fact served as the sole director of the Corporation continuously since its formation on November 21, 2017.

3 · Confirmation of Sole Ownership. RESOLVED, that the undersigned confirms that he has been at all times since the formation of the Corporation the beneficial and record owner of one hundred percent (100%) of the issued and outstanding shares of the Corporation, being SHARES ISSUED — CONFIRM WITH BOBBY shares of Common Stock, and that no other person or entity holds, or has ever held, any share, option, warrant, convertible instrument, or other right to acquire any equity interest in the Corporation.

4 · Principal Office. RESOLVED, that the undersigned confirms the Corporation's principal office to be located at 607 Nereid Avenue, Bronx, New York 10470, the location of that office being a matter the Board determines under § 1.1 of the By-Laws adopted by Resolution 1 above; and further RESOLVED, that the officers of the Corporation are authorised and directed to file with the New York Department of State the biennial statement required by BCL § 408, setting forth the name and business address of the Corporation's chief executive officer, the street address of its principal executive office, the post office address to which the Secretary of State shall mail process, and the number of directors constituting the board and how many of them are women — the address presently on file, 134 North Avenue, Suite 204, New Rochelle, New York 10801, being a former address of the Corporation and no longer current; and further RESOLVED, that the officers are authorised and directed to file a Certificate of Change under BCL § 805-A changing the location of the Corporation's office from Westchester County to Bronx County, as BCL § 803(b)(1) permits the board to authorise, the county presently stated in the Certificate of Incorporation under BCL § 402(a)(3) being no longer where the Corporation's office is located.

🔑 Both filings are needed, and they do different work. BCL § 803(b) lists them as two separate changes: "(1) To specify or change the location of the corporation's office. (2) To specify or change the post office address to which the secretary of state shall mail a copy of any process."

· The biennial statement reaches only (2). BCL § 408(1)(c) says the address it gives "shall supersede any previous address on file with the department of state for this purpose" — that purpose being the mailing of process. It is also past due (a statement was due November 30, 2019 and none was ever filed), so the $9 fee under BCL § 104-A(r) buys both the cure and the corrected mailing address.

· ⚠️ The county still says Westchester and the statement will not move it. The county comes from the Certificate of Incorporation under BCL § 402(a)(3) — "the county within this state in which the office of the corporation is to be located" — and is changed only by a Certificate of Change under BCL § 805-A, $30 under § 104-A(f). § 805-A(b) makes the distinction express: an agent-signed change of the process address "shall not be deemed to effect a change of location of the office of the corporation." One § 805-A certificate can carry both changes at once. ATTORNEY TO CONFIRM: whether one current statement suffices for four elapsed filing periods, and whether the $250 fine under BCL § 409(2) is demanded

5 · Ratification of Prior Acts. RESOLVED, that all acts, contracts, filings, tax returns, bank account openings, transactions and proceedings heretofore taken by Robert C. Knuckles Jr. in his capacity as director, officer or shareholder of the Corporation, or otherwise on the Corporation's behalf — whether taken in the Corporation's former name ENHANCE AUTO CREDIT INC or in its present name — from November 21, 2017 through the date of this instrument, are hereby in all respects ratified, approved, adopted and confirmed as the acts and deeds of the Corporation; and further RESOLVED, that this ratification is given with full knowledge of the facts by the sole shareholder, sole director and sole officer of the Corporation, being the only person having any interest in or standing to challenge any such act.

6 · Establishment of Corporate Records. RESOLVED, that the Secretary is authorised and directed to establish and maintain the books and records required by BCL § 624(a), including the minutes of proceedings of the shareholders and the Board and a record of shareholders showing the name and address of each shareholder and the number and class of shares held; and further RESOLVED, that this instrument and the written consent of the sole director of even date be filed in the minute book of the Corporation.

7 · Further Assurances. RESOLVED, that the officers of the Corporation are authorised to take such further action and execute such further instruments as may be necessary or appropriate to carry out the intent of the foregoing resolutions.

⚠️ Statement as to Dating

This instrument is executed on the date set forth below and is effective as of that date. It recites events that occurred earlier, including the Corporation's formation on November 21, 2017, but no part of this instrument is given retroactive effect and no signature is dated earlier than the date of actual execution. Where this instrument ratifies prior acts, it does so prospectively as of the date of execution.

IN WITNESS WHEREOF, the undersigned, being the holder of all of the issued and outstanding shares of the Corporation entitled to vote, has executed this Written Consent as of the date first written below.


_______________________________________ ROBERT C. KNUCKLES JR. Sole Shareholder

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

Exhibit A — By-Laws of Enhance Business Consulting Inc. (see 01-BYLAWS.md)

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