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Director consent

Board half — officers, share issuance, the ledger, the State filings.

WRITTEN CONSENT OF THE SOLE DIRECTOR — 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.

Why there are two consents. Some organizational acts belong to the shareholder (adopting by-laws, electing the director) and some belong to the board (appointing officers, authorising the issuance of shares, fixing consideration, adopting the stock records). Document 02 does the shareholder half; this does the board half. Execute 02 first.

BCL § 708(b) authorises this instrument and tells you what to do with it: board action may be taken without a meeting where "all members of the board … consent in writing to the adoption of a resolution authorizing the action," and "the resolution and the written consents thereto by the members of the board … shall be filed with the minutes of the proceedings of the board." The signed consent is the minute book entry. There is no separate minutes document to write.

WRITTEN CONSENT IN LIEU OF MEETING

OF THE SOLE DIRECTOR 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 sole director of ENHANCE BUSINESS CONSULTING INC., a New York corporation (the "Corporation"), acting by written consent without a meeting pursuant to Section 708(b) of the New York Business Corporation Law, hereby adopts the following resolutions, which shall be filed with the minutes of the proceedings of the Board.

RECITALS

A. The Corporation was formed on November 21, 2017 under the laws of the State of New York, under the name ENHANCE AUTO CREDIT INC, Department of State ID No. 5238420. By Certificate of Amendment filed with the Department of State on June 30, 2026 (file no. 260630002539) it changed its name to ENHANCE BUSINESS CONSULTING INC. It is the same corporation under both names.

B. By written consent dated the date hereof, the sole shareholder of the Corporation adopted By-Laws and elected the undersigned as the sole director of the Corporation, and confirmed that the undersigned has served as sole director continuously since formation.

C. ⚠️ No board minutes, resolutions or written consents were prepared or maintained at or following the Corporation's formation. The undersigned now adopts the following resolutions as of the date of this instrument and not as of any earlier date.

RESOLUTIONS

1 · Acknowledgment of By-Laws. RESOLVED, that the By-Laws adopted by the sole shareholder are acknowledged and accepted, and the Board shall conduct the affairs of the Corporation in accordance with them.

2 · Election of Officers. RESOLVED, that the following person is elected to the following offices of the Corporation, to serve until a successor is elected or until earlier resignation or removal:

Office Name
President Robert C. Knuckles Jr.
Secretary Robert C. Knuckles Jr.
Treasurer Robert C. Knuckles Jr.

and further RESOLVED, that the holding of all such offices by one person is expressly authorised by BCL § 715(e), which provides that "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"; and further RESOLVED, that the Board confirms that Robert C. Knuckles Jr. has in fact acted as the sole officer of the Corporation continuously since its formation on November 21, 2017, both under its former name and under its present name.

3 · Issuance of Shares and Determination of Consideration. RESOLVED, that the Corporation confirms the issuance to Robert C. Knuckles Jr. of SHARES ISSUED — CONFIRM WITH BOBBY shares of the Common Stock of the Corporation, without par value, out of the two hundred (200) shares without par value the Corporation is authorised to issue, constituting one hundred percent (100%) of the issued and outstanding shares of the Corporation; and

further RESOLVED, that the consideration received by the Corporation for such shares was CONSIDERATION PAID — CONFIRM WITH BOBBY, received on or about DATE OF INITIAL CAPITAL CONTRIBUTION — CONFIRM WITH BOBBY; and

further RESOLVED, that the Board determines such consideration to be adequate and to constitute valid consideration within the meaning of BCL § 504(a), which permits shares to be issued for "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 or reorganization; a binding obligation to pay the purchase price or the subscription price in cash or other property; a binding obligation to perform services having an agreed value; or a combination thereof," and which 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"; and

further RESOLVED, that because the Corporation's shares are without par value, BCL § 504(d) applies, under which shares without par value "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; and

further RESOLVED, that the consideration having 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 such shares are and have been at all times since their issuance fully paid and nonassessable.

⚠️ This resolution must be corrected to match what actually happened in 2017 before it is signed. If the initial capitalisation was a small cash deposit, say so and state the amount. If it was equipment, describe it. If it was Bobby's own services in forming and operating the company, that is expressly valid consideration under § 504 and should be stated plainly rather than replaced with an invented cash figure. See 06-SUBSCRIPTION-AND-CAPITAL-ACKNOWLEDGMENT.md.

4 · Stock Certificate. RESOLVED, that the officers are authorised and directed to issue to Robert C. Knuckles Jr. a certificate representing the shares described above, in the form attached as Exhibit A, stating upon its face the matters required by BCL § 508(c) and signed as BCL § 508(a) requires, numbered Certificate No. 1, and to record its issuance in the record of shareholders of the Corporation.

WAS A PHYSICAL CERTIFICATE EVER ISSUED? — CONFIRM WITH BOBBY — 🔴 If a certificate was previously issued and exists, this resolution must be replaced with a confirmation of the existing certificate rather than an issuance of a new one. If one was issued and is lost, this resolution must be replaced with a lost-certificate and replacement resolution supported by an affidavit of loss. Do not issue a duplicate over an existing certificate.

5 · Record of Shareholders (Stock Ledger). RESOLVED, that the Secretary is authorised and directed to establish and 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, in the form attached as Exhibit B; and

further RESOLVED, that the Board notes that BCL § 624(a) makes the keeping of such a record a statutory duty of the Corporation, and directs that the record of shareholders be maintained accurately and kept with the Corporation's minute book at its principal office.

⚠️ Do not cite § 624(g) here for the proposition that the ledger proves the Corporation's case. Quoted in full, § 624(g) makes those books "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." The prima-facie effect runs in favour of a plaintiff suing the corporation. The duty to keep the record under § 624(a) is the citation that actually supports this resolution.

6 · Corporate Records and Minute Book. RESOLVED, that the Secretary shall establish a minute book of the Corporation containing the Certificate of Incorporation, the By-Laws, this consent, the written consent of the sole shareholder of even date, the record of shareholders, and copies of all share certificates issued; and further RESOLVED, that the Corporation CORPORATE SEAL — does one exist? CONFIRM WITH BOBBY.

7 · Biennial Statement, Certificate of Change and the Department of State Record. RESOLVED, that the officers are authorised and directed to file with the New York Department of State the biennial statement required by BCL § 408, which the Department's record shows to have been due November 30, 2019 and never filed, and to pay the $9 fee set by BCL § 104-A(r) and any fine lawfully assessed; and further RESOLVED, that the statement shall give the Corporation's principal executive office and its address for service of process as 607 Nereid Avenue, Bronx, New York 10470, which under BCL § 408(1)(c) supersedes the address presently on file at 134 North Avenue, Suite 204, New Rochelle, New York 10801; and further RESOLVED, that the statement shall report the board as consisting of one (1) director, of whom none is a woman, as BCL § 408(1)(d) requires; and

further RESOLVED, that the officers are authorised and directed to file with the Department of State a Certificate of Change under BCL § 805-A changing the location of the Corporation's office from Westchester County to Bronx County and paying the $30 fee set by BCL § 104-A(f), the Board being authorised to make that change without shareholder vote by BCL § 803(b)(1).

⚠️ Two filings, not one. The biennial statement moves only the address for service of process — BCL § 408(1)(c) supersedes the prior address "for this purpose," and § 408(1) has no office-location field at all. The Corporation's county comes from its Certificate of Incorporation under BCL § 402(a)(3) and stays Westchester until a Certificate of Change is filed. BCL § 803(b) lists the two as separate changes, and § 805-A(b) says expressly that an agent-filed 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 may carry both. ATTORNEY TO CONFIRM: the Certificate of Change form number and whether anything beyond board authorisation is required

8 · Banking (optional — delete if not used). RESOLVED, that the accounts maintained by the Corporation at BANK NAME AND ACCOUNT — CONFIRM WITH BOBBY are hereby ratified and confirmed, and that Robert C. Knuckles Jr., as President, is authorised to open, maintain and close accounts of the Corporation, to designate signatories thereon, and to execute such banking resolutions and signature cards as any depository institution may require.

💡 This resolution is optional to the corporate-records requirement but it is separately useful: MWBE independently demands a bank signature card, bank resolution, or letter from the bank. A bank asked for a signature-card copy will often want a board resolution on file; this supplies one.

9 · Ratification of Prior Acts. RESOLVED, that all acts and things heretofore done by the officers and director of the Corporation on its behalf from November 21, 2017 through the date hereof — whether done in the Corporation's former name ENHANCE AUTO CREDIT INC or in its present name — are hereby ratified, approved and confirmed in all respects.

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

⚠️ Statement as to Dating

This instrument is executed on the date set forth below and is effective as of that date. It recites earlier events accurately but no part of it is given retroactive effect and no signature is dated earlier than the date of actual execution.

IN WITNESS WHEREOF, the undersigned, being the sole director of the Corporation, has executed this Written Consent as of the date written below, and directs that it be filed with the minutes of the proceedings of the Board pursuant to BCL § 708(b).


_______________________________________ ROBERT C. KNUCKLES JR. Sole Director

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

Exhibit A — Stock Certificate No. 1 (see 05-STOCK-CERTIFICATE-NO-1.md) Exhibit B — Record of Shareholders / Stock Ledger (see 04-STOCK-LEDGER.md)

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