TYPING ASSIGNMENT:

The chairperson then read the Certificate of Incorporation as was filed in the office of the Secretary of State on June 6th, 2018.

The chairperson then appointed a Committee consisting of:

Mrs. Carolyn Williams

Mrs. Shirley French

Dr. Ron Lyle

Mr. Marshall Kendrick Jr.

Dr. Odion, Ojo

Dr., Mrs. Toks Oyakhire

to draw up and submit a proposed set of bylaws at the first annual membership meeting.

On motion duly made and carried the date of the first annual membership

meeting was set for June 6th, 2019 at 4:00 p.m.

There being no further business the meeting was adjourned.

Secretary

MINUTES OF THE FIRST MEMBERSHIP MEETING OF

AZAMA PROG4RESSIVE FOUNDATION INC.

The first meeting of the membership was held on June 13th, 2018

at 11717 Beamer Road Houston, Texas in the State of Texas.

The meeting was called to order by Prof. Abayomi Thomas acting

chairperson of the organization who explained that the incorporators of this organization had met on June 6th, 2018 and had elected as temporary officers of this organization the following:

Prof. Abayomi Thomas Acting President

Prof. Abayomi Thomas Acting Treasurer

Dr. Odion, Ojo Acting Secretary

The chairperson then explained the purposes for which this meeting was called and

asked the secretary to read the certificate of Incorporation of this organization as it

had been filed in the office of the Secretary of State.

After the secretary had complied with the request, a motion was duly made and carried that the secretary be directed to spread a copy of such certificate at length upon the minutes of this meeting and that a copy of the receipt issued by the Secretary of State's Office be affixed to the minutes of this meeting.

The bylaws' committee appointed at the Meeting of Incorporators presented a proposed set of bylaws. The proposed bylaws were taken up, read and by vote approved as the bylaws of the corporation. The secretary was directed to annex a copy of the bylaws to these minutes.

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'The chairperson then stated that nomination for officers were in order. The following were nominated:

For President:

Prof. Abayomi E. Thomas

For Secretary:

Dr. Odion Ojo

For Treasurer:

Prof. Abayomi E. Thomas

The chairperson then appointed

Dr. Toks Oyakhire

as inspectors of election for this election. They distributed blank ballots and requested that each member write the name of his or her candidate for office on such sheet and deposit it in the receptacle provided.

After each member had cast his or her vote the chairperson declared the polls closed. The inspectors retired to canvass the vote and the meeting proceeded to consider other business.

The inspectors of election then notified the chairperson that the canvass of the ballots had been completed and they were ready to certify as to the results. The following persons were elected for the ensuing year as officers of this organization:

For President:

Prof. Abayomi E. Thomas

For Secretary:

Dr. Odion Ojo

For Treasurer:

Prof. Abayomi E. Thomas

The chairperson then announced that nomination for Directors were in order. The following were nominated:

The inspectors distributed the ballots requesting that each member write in the names of the directors for the next ensuing year and to deposit such ballot in the receptacle provided.

After each member had cast his or her ballot the chairperson declared the polls closed. The inspectors retired to canvass the vote.

The inspectors then notified the chairperson that the canvass of the ballots had been completed and they were ready to certify as to the results. The following persons were elected as directors for the ensuing term:

Prof. Abayomi E. Thomas the acting chairman asked the duly elected president, to assume the chair.

Prof. Abayomi Thomas the President, took over the chair for the balance of the meeting.

The President requested the rest of the elected officers to take their regular places.

The following business was transacted:

Mrs. Carolyn Williams

Mrs. Shirley French

Dr. Ron Lyle

Mr. Marshall Kendrick Jr.

Dr., Mrs. Toks Oyakhire

appointed as Foundation adviser.

There being no further business the meeting was adjourned on Motion

Respectfully submitted

M1INUTES OF THE FIRST MEETING

OF THE BOARD OF DIRECTORS OF

AZAMA PROGRESSIVE FOUNDATION INC.

The first meeting of the Board of Directors was held on _ July 6th, 2018

at 11717 Beamer Road Houston in the State of Texas

There were present the following:

Dr. Odion Ojo

Mrs. Carolyn Williams

Mrs. Shirley French

Dr. Ron Lyle

Mr. Marshall Kendrick Jr.

Dr., Mrs. Toks Oyakhire

being the duly elected directors/advisers of the Azama Progressive Foundation

Inc., elected at the annual meeting of the organization.

Prof. Abayomi E. Thomas the president, assumed the Chairmanship of the Board. The president called the meeting to order and stated the purposes thereof. The president explained that pursuant to the bylaws of the organization, it would be necessary to elect a secretary.

Dr. Odion Ojo was duly elected secretary of the

Board of Directors.

On motion duly made and carried the following resolution was unanimously

adopted.

RESOLVED, that the treasurer be authorized and directed to open an account with Wells Fargo Bank at 11725 S. Sam Houston Pkwy E. Houston TX and to deposit therein all the funds of the organization, signed by treasurer and countersigned by the President

On motion duly made and carried, it was decided that the meeting of the Board of Directors was to be held on the 6th day of June 2019 .

There being no further business, the meeting was adjourned.

Secretary

CERTIFICATE OF INCORPORATION

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BYLAWS

OF

AZAMA PROGRESSIVE

FOUNDATION INC.

ARTICLE ONE - ORGANIZATION

1. The name of this corporation shall be: Azama Progressive Foundation Inc.

2. The organization shall have a seal which shall be in the following form:

1 5/8" Embossing Seal and Pouch

3. The organization may at its pleasure by a vote of the membership body change its name.

ARTICLE TWO - PURPOSES

The following are the purposes for which this organization has been organized:

(i) To rebuild decaying infrastructures of Azama College (High School).

(ii) To empower students to achieve their educational and career goals through exceptional services and care.

(iii) To build students commitment upon the strong foundation of not only starting a high school but also, attending classes and graduating as well.

(iv) To fund student’s education from start to finish through the award of yearly scholarship disbursements to 100 students in top 10 academic ranking in their respective classes.

(v) To make ourselves publicly accountable, in all facets of the project.

(vi) To remain committed to continuous improvement and accountability of students and school.

(vii) To review and refresh our Student’s Commitments annually.

(viii) To promote love and unity and welfare among students and schools in the communities in which they are located;

(ix) To organize socio-cultural events and activities to raise scholarship funds for students and schools in the communities in which they are located;

(x) To organize activities that will teach organization members Otuo Culture, moral values and beliefs;

(xi) To build a bridge of educational communication between the students and the schools in the communities;

(xii) To promote educational development of Otuo land and its environments.

(xiii) And any other matter incidental to these.

ARTICLE THREE - MEMBERSHIP

Membership in this organization shall be open to all persons of like minds.

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ARTICLE FOUR - MEETING

The annual membership meeting of this organization shall be held on the 6th, day of June each and every year except if such day be a legal holiday then and in that event the Board of Directors shall fix the day but it shall not be more than two weeks from the date fixed by these bylaws. The secretary will cause to be mailed to every member in good standing at his or her address as it appears in the membership roll book of this organization a notice telling the time and place of such annual meeting.

Regular meeting of this organization will be held

The presence of not less than 2/3 members will constitute a quorum and will be necessary to conduct the business of this organization; but a lesser number may adjourn the meeting for a period of not more than four weeks from the date scheduled by these bylaws and the secretary will cause a notice of this scheduled meeting to be sent to all those members who were not present at the meeting originally called. A quorum as hereinbefore set forth will be required at any adjourned meeting.

Special meetings of this organization may be called by the President when he deems it for the best interest of the organization. Notices of such meeting will be mailed to all members at their addresses as they appear in the membership roll book at least but not more than 30 day before the scheduled date set for such special meeting. Such notice will state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom called.

At the request of the President members of the Board of Directors or Directors/Advisers members

of the organization the President shall cause a special meeting to be called but such request must be made in writing at least 30 days before the requested scheduled date.

No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.

ARTICLE FIVE - VOTING

At all meetings, except for the election of officers and directors, all votes shall be viva voce, except that for election of officers ballots shall be provided and there shall not appear any place on such ballot any mark or marking that might tend to indicate the person who cast such ballot.

At any regular or special meeting if a majority so required any question may be voted upon in the manner and style provided for election of officers and directors.

At all votes by ballot the chairman of such meeting shall immediately prior to the commencement of balloting appoint a committee of three who shall act as " Inspectors of election" and who shall at the conclusion of such balloting certify in writing to the chairperson the results and the certified copy shall be physically affixed in the minute book to the minutes of that meeting.

No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.

ARTICLE SIX - ORDER OF BUSINESS

1. - Roll call.

2. - Reading of the minutes of the preceding meeting.

3. - Reports of committees.

4. - Reports of officers.

5. - Old and unfinished business.

6. - New business.

7. - Good and welfare.

8. - Adjournments.

ARTICLE SEVEN - BOARD OF DIRECTORS

The business of this organization shall be managed by a Board of directors consisting of

3 members together with the officers of this organization.

The directors to be chosen for the ensuing year shall be chosen at the annual meeting of this organization in the same manner and style as the officers of this organization and they shall serve for a term of 2 years.

The board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its chairman after due notice to all the directors of such meeting.

2/3 of the members of the board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held regularly on the

Each director shall have one vote and such voting may not be done by proxy.

The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.

Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the year.

The president of the organization by virtue of the office shall be chairperson of the Board of Directors. The Board of directors shall select from one of their number a secretary.

A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. A director may be represented by counsel upon any removal hearing. The Board of Directors shall adopt such rules as it may in its discretion consider necessary for the best interest of the organization, for this hearing.

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ARTICLE EIGHT - OFFICERS

The officers of the organization shall be as follows:

President:

Treasurer:

Secretary:

The president shall preside at all membership meetings, by virtue of the office be chairperson of the Board of Directors, present at each annual meeting of the organization an annual report of the work of the organization, appoint all committees, temporary or permanent, see that all books, reports and certificates as required by law are properly kept or filed, be one of the officers who may sign the checks or drafts of the organization, and have such powers as may be reasonably constructed as belonging to the chief executive of any organization.

The vice president shall in the event of the absence or inability of the president to exercise his or her office become acting president of the organization with all the rights, privileges and powers as if he or she had been duly elected president.

The secretary shall keep the minutes and records of the organization in appropriate books, file any certificate required by any statute, federal or state, give and serve all notices to members of the organization, be the official custodian of the records and seal of the organization, be one of the officers required to sign the checks and drafts of the

organization, present to the membership at any meetings any communication addressed to the secretary of the organization, submit to the Board of Directors any communications which shall be addressed to the secretary of the organization, attend to all correspondence of the organization and exercise all duties incident to the office of the secretary.

The treasurer shall have the care and custody of all monies belonging to the organization, be solely responsible for such monies or securities of the organization and be one of the officers

who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the treasurer to sign the checks issued upon it.

The treasurer shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting and shall exercise all duties incident to the office of the treasurer.

Officers shall by virtue of their office be members of the Board of Directors.

No officer or director shall for reason of the office be entitled to receive any salary or compensation, but nothing herein shall be constructed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director or officer.

ARTICLE NINE - SALARIES

The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary in the conduct of the business of the organization.

ARTICLE TEN – COMMITTEES

All committees of this organization shall be elected by the

Board of Directors and their term of office shall be for a period of 2 or less if sooner terminated by the action of the Board of Directors _

The permanent committees shall be:

Mrs. Carolyn Williams

Mrs. Shirley French

Dr. Ron Lyle

Mr. Marshall Kendrick Jr.

Dr. Odion, Ojo

Dr., Mrs. Toks Oyakhire

ARTICLE ELEVEN – DUES

The dues of this organization shall be $0 per annum and shall be payable on the N/A day of N/A .

ARTICLE TWELVE - AMENDMENTS

These bylaws may be altered, amended, repealed or added to by an affirmative vote of not less than 2/3 members.