| Date of Meeting: | Sunday, September 27, 2026 |
| Time: | 9:00 A.M. ET |
| Location: | Via Zoom (remote meeting) |
| Meeting Called By: | Linder Lopez, President |
The following Directors, constituting the full Board of Directors of Rising with Melodies Inc., were present at the meeting:
| Name | Office | Present In Person / Electronically |
|---|---|---|
| Linder Lopez | Director / President | Via Zoom |
| Samuel Serban | Director / Secretary | Via Zoom |
| Natalia Dolhova | Director / Treasurer | Via Zoom |
All three (3) Directors being present, a quorum was confirmed under Article Five, Section 4 of the Bylaws. Linder Lopez, President, presided as Chairperson, and Samuel Serban, Secretary, recorded the minutes of this meeting.
The Chairperson called the meeting to order at 9:00 A.M. ET and stated that the purpose of the meeting was to consider and act upon the proposed Partnership Agreement between Rising with Melodies Inc. and Festival Internacional de la Canción de la Amazonía, Asociación Civil (FICA), a Peruvian nonprofit civil association (RUC 20605420622), establishing a collaborative program to launch and operate RWM's music and English-language education hub in Iquitos, Loreto, Peru (the "Agreement"). All Directors present waived formal notice of the meeting and consented to the transaction of the business described herein.
Pursuant to Article Nine of the Bylaws, the Chairperson inquired whether any Director had a financial or personal interest in the Agreement or in Festival Internacional de la Canción de la Amazonía, Asociación Civil (FICA), that might reasonably be construed to be adverse to the Corporation's interests. No Director disclosed any such interest. Accordingly, no recusal was required under Article Nine, Section 3, and all three (3) Directors were eligible to participate in the discussion and vote on the resolution set forth below.
The President presented the proposed Agreement to the Board and summarized its principal terms, including: the establishment of a new RWM hub in Iquitos offering piano, voice, and English-conversation instruction on a full-scholarship basis; FICA's role in identifying local teachers, administrators, and volunteers and facilitating introductions to local families, community leaders, and regional government contacts; the financial and in-kind commitments described in the Agreement's budget; and the bilingual (English/Spanish) draft form of the Agreement circulated to the Board in advance of the meeting. The Board reviewed and discussed the Agreement in full.
Upon motion duly made and seconded, the following resolution was proposed for adoption:
WHEREAS, Rising with Melodies Inc. ("RWM") proposes to enter into a Partnership Agreement with Festival Internacional de la Canción de la Amazonía, Asociación Civil ("FICA"), a Peruvian nonprofit civil association, to establish and support a new RWM education hub in Iquitos, Loreto, Peru; and
WHEREAS, Article Ten, Section 1 of the Corporation's Bylaws provides that "the Board of Directors may authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation," and that "such authority may be general or confined to specific instances"; and
WHEREAS, the Board has reviewed the proposed Agreement and finds that it furthers the Corporation's charitable purpose, including the expansion of its music and humanitarian-aid programs beyond Trujillo as contemplated by Article Two of the Bylaws;
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of Rising with Melodies Inc. hereby authorizes Linder Lopez, in her capacity as President, to execute and deliver the Partnership Agreement with Festival Internacional de la Canción de la Amazonía, Asociación Civil (FICA), substantially in the form reviewed by the Board at this meeting, on behalf of the Corporation; and
FURTHER RESOLVED, that this authorization is granted pursuant to Article Ten, Section 1 of the Bylaws, and satisfies the requirement thereunder that execution of contracts on behalf of the Corporation be authorized by the Board of Directors prior to execution by an officer; and
FURTHER RESOLVED, that the President is authorized to negotiate and agree to non-material revisions to the Agreement prior to execution, and to take any and all further actions, and execute any and all further documents, as she may deem necessary or appropriate to carry out the intent of this resolution and to fulfill the Corporation's obligations under the Agreement.
The Board noted the following items as outstanding and to be completed in connection with the Agreement, but not conditions to the authorization granted above: confirmation of FICA's official Ficha RUC (SUNAT) matching RUC 20605420622 named in the Agreement; and verification of RWM's registration status with APCI/ENIEX and as a SUNAT-qualified donee for purposes of any future in-kind or financial contributions sent into Peru. The President was directed to continue pursuing these items and to report back to the Board on their status.
There being no further business to come before the meeting, upon motion duly made and seconded, the meeting was adjourned at 9:45 A.M. ET on September 27, 2026.
I, the undersigned, do hereby certify that I am the duly elected and acting Secretary of Rising with Melodies Inc., a Georgia nonprofit corporation; that the foregoing is a true and accurate record of the proceedings of the above special meeting of the Board of Directors of said Corporation; that the resolution set forth herein was duly adopted; and that a quorum was present throughout the meeting.
Certified this 27th day of September, 2026.