Resolution on transition to bylaw 3 amendment adoption:

Resolution on Transition to Amended Bylaw 3 – Directors

WHEREAS, the Board of Directors has amended Section 3 of the bylaws to change the number of directors, election timing, and term commencement rules; and

WHEREAS, the Board desires to ensure a smooth transition to the amended provisions without disrupting current directors’ terms or the staggered rotation;

NOW, THEREFORE, BE IT RESOLVED:

Continuation of Current Terms
All sitting directors as of the date of adoption of the amended Section 3 shall continue to serve until the conclusion of the annual meeting at which their current term is scheduled to expire under the prior bylaws.

Application of New Term Rules
At the next and subsequent elections, directors shall be elected in accordance with the amended Section 3, with terms deemed to commence from the annual meeting held during or preceding their election.

Adjustment to Maintain Staggering
The Board may, at the time of the first elections following this amendment, adjust the length of initial terms for certain directors by no more than two (2) years if necessary to establish or maintain a staggered rotation in which, as nearly as possible, one-third (1/3) of the Board is elected each year.

Record Keeping
The Secretary shall record this resolution in the corporate records alongside the amended bylaws to provide a clear historical record of the transition.

Adopted by the Board of Directors on [date].