In this web version, the registered street address is abbreviated to Orlando, Florida. The full text is on file with the Florida Department of State.

OFTHE AMERICAN SOCIETY OF HISTORY, ARTS AND LETTERS, INCA Florida Not For Profit Corporation

Document Number: N25000015101 | EIN: 41-2726610 | Principal Office: Orlando, Florida

These Bylaws are adopted by the Board of Directors to regulate the internal affairs of the Corporation in a manner consistent with Chapter 617, Florida Statutes, the Articles of Incorporation as amended, and the Corporation's intended charitable, educational, literary, cultural, and exempt purposes.

ARTICLE I - NAME, OFFICE, STATUS

1.1 Name. The name of the corporation is THE AMERICAN SOCIETY OF HISTORY, ARTS AND LETTERS, INC (the "Corporation" or "ASHAL").

1.2 Principal Office. The principal office and mailing address of the Corporation shall initially be Orlando, Florida, or such other address as the Board of Directors may designate.

1.3 Nonprofit Character. The Corporation is a Florida not for profit corporation. No part of the income or net earnings of the Corporation shall be distributable to, or inure to the benefit of, any director, officer, member, founder, donor, sponsor, or private individual, except for reasonable compensation for services actually rendered and reasonable reimbursement of approved expenses, as permitted by law and by written policy.

1.4 Tax-Exempt Intention. The Corporation shall be organized and operated so as to qualify for recognition of exemption under Section 501(c)(3) of the Internal Revenue Code, if and when approved by the Internal Revenue Service, and to maintain such status thereafter.

ARTICLE II - PURPOSES AND LIMITATIONS

2.1 Exempt Purposes. The Corporation shall be operated exclusively for charitable, educational, and literary purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, including the preservation, promotion, and advancement of history, arts, literature, cultural heritage, civic education, humanities, research, publications, lectures, conferences, exhibitions, public programs, educational events, institutional honors and awards, cultural exchange, and related activities conducted in furtherance of such exempt purposes.

2.2 Political Campaign Prohibition. The Corporation shall not participate in, or intervene in, including the publishing or distribution of statements, any political campaign on behalf of or in opposition to any candidate for public office.

2.3 Lobbying Limitation. No substantial part of the activities of the Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, except to the extent permitted for an organization exempt under Section 501(c)(3).

2.4 Private Benefit Limitation. The Corporation shall be operated for public and exempt purposes and not for the private benefit of any director, officer, founder, related person, member, donor, sponsor, or other private individual or entity, except as permitted by law and only incidentally to the accomplishment of exempt purposes.

ARTICLE III - BOARD OF DIRECTORS

3.1 Authority. All corporate powers shall be exercised by or under the authority of the Board of Directors, and the affairs of the Corporation shall be managed under the direction and oversight of the Board of Directors, subject to the Articles of Incorporation, these Bylaws, and applicable law.

3.2 Number of Directors. The Board shall consist of three (3) directors unless changed by amendment to these Bylaws; however, the Corporation shall never have fewer than three (3) directors.

3.3 Initial Directors. The initial directors are: (a) ANAPUENA HAVENA CASTRO SILVEIRA DA SILVA; (b) JOAO LINCOLN MONTEIRO CHAVES; and (c) JOSE ARIMATEIA DA SILVA NETO.

3.4 Self-Perpetuating Board. Directors shall be elected or appointed by the Board of Directors. No member, participant, patron, honoree, donor, affiliate, academic member, or advisory council shall have the right to elect, remove, or control the Board unless these Bylaws are formally amended by the Board.

3.5 Terms. Each director shall serve for a term of four (4) years and until a successor is elected and accepts office, unless earlier removed, resigned, deceased, or incapacitated. Directors may be reelected without limitation.

3.6 Vacancies. Vacancies may be filled by the affirmative vote of the remaining directors. If the number of directors falls below three, the remaining directors shall act promptly to appoint one or more qualified individuals to restore the Board to at least three directors.

3.7 Resignation and Removal. A director may resign by written notice to the President or Secretary. A director may be removed only in accordance with applicable law and for cause by the affirmative vote of the remaining directors, after notice and reasonable opportunity to respond, unless the director voluntarily resigns.

3.8 Meetings. Regular and special meetings may be held in person, by telephone, videoconference, or other technology allowing participation. The Board may set an annual meeting schedule by resolution.

3.9 Quorum and Voting. A majority of the directors then in office shall constitute a quorum. Except for Reserved Matters, the act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board.

3.10 Action Without Meeting. Any action required or permitted to be taken at a Board meeting may be taken without a meeting if all directors sign one or more written consents describing the action taken. Electronic signatures may be accepted when permitted by law and by the Board.

3.11 Reserved Matters. The following actions require unanimous approval of all directors then in office: amendment of these Bylaws; amendment of the Articles of Incorporation; creation of voting members; increase or decrease of Board size; merger, dissolution, or sale of substantially all assets; approval of compensation to a director, officer, founder, family member, or related entity; review of any prohibited loans, guarantees, advances, or financial arrangements involving directors, officers, founders, family members, insiders, or related entities, solely for purposes of documenting that such transactions are prohibited or not permitted unless expressly allowed by applicable law; adoption of scholarship, grant, cash award, or foreign transfer programs; contracts with related parties; and any other matter designated by the Board as a Reserved Matter.

3.12 Committees and Advisory Councils. The Board may create committees, advisory councils, academies, chairs, boards of advisors, honorary councils, or program groups. Unless expressly delegated lawful authority by the Board, all such bodies shall be advisory only and shall not bind the Corporation.

3.13 Authority over Governance. The Board of Directors shall have exclusive final authority over governance, institutional policies, admissions, honors, awards, fees, programs, finances, and strategic decisions of the Corporation.

ARTICLE IV - OFFICERS

4.1 Required Officers. The officers of the Corporation shall include a President, a Vice-President, a Treasurer, and a Secretary. One person may hold more than one office if permitted by law. The offices of Vice-President and Treasurer may be held by the same person.

4.2 Initial Officers. The initial officers are: ANAPUENA HAVENA CASTRO SILVEIRA DA SILVA, President; JOAO LINCOLN MONTEIRO CHAVES, Vice-President and Treasurer; and JOSE ARIMATEIA DA SILVA NETO, Secretary.

4.3 President. The President is the principal executive officer and may represent the Corporation before public agencies, banks, financial institutions, donors, sponsors, partners, platforms, and third parties; sign contracts and official documents; supervise programs; and carry out all duties assigned by the Board. The President has broad authority to open, operate, maintain, and administer accounts and payment systems as authorized by Board resolution.

4.4 Vice-President and Treasurer. The Vice-President/Treasurer shall have independent authority, together with the President and not only in the President's absence, to manage, supervise, and administer the financial affairs of the Corporation, including banking, deposits, payments, accounting coordination, financial records, payment processors, donor and membership payment systems, reimbursements, reports, and other financial operations approved by the Board of Directors. The authority of the Vice-President/Treasurer is concurrent with the authority of the President, except where these Bylaws, the Articles of Incorporation, an applicable banking resolution, or a specific Board resolution expressly requires joint approval or Board approval.

4.5 Secretary. The Secretary shall prepare or maintain minutes, written consents, resolutions, records, certificates, membership or participant records, and the corporate records book; authenticate records; issue secretary certificates; and perform related duties.

4.6 Additional Officers and Agents. The Board may appoint assistant officers, agents, employees, contractors, or volunteers and define their duties. No person shall bind the Corporation unless authorized by the Board, these Bylaws, a written resolution, or an authorized officer acting within approved authority.

ARTICLE V - MEMBERS, PARTICIPANTS, HONORS, AND AFFILIATES

5.1 No Voting Members. The Corporation shall have no members entitled to vote on corporate governance matters unless these Bylaws and, if required, the Articles of Incorporation are amended by the Board. No person becomes a voting member by paying dues, receiving a certificate, being listed on a website, receiving an honor, attending events, donating, sponsoring, or participating in programs.

5.2 Non-Voting Categories. The Board may create non-voting institutional membership, participant, patron, academic, corresponding, international, collaborator, sponsor, honorary, founding member, or similar categories. Such categories are cultural, institutional, educational, honorary, donor, or program categories only, with rights limited to those expressly granted in writing by the Board.

5.3 Admission and Removal. Admission, renewal, suspension, removal, or revocation of any non-voting category, recognition, honor, credential, certificate, or participation status shall be determined by the Board or by a procedure approved by the Board.

5.4 No Property or Governance Rights. Non-voting members, honorees, patrons, donors, sponsors, participants, and affiliates shall have no ownership interest, property interest, distributive right, governance right, or right to interfere with the management of the Corporation.

5.5 Honors and Awards. Honors, awards, titles, recognitions, investitures, certificates, and distinctions are institutional and honorary recognitions based on merit, legacy, service, cultural contribution, educational value, or other criteria approved by the Board. Fees, when charged, are administrative, documentary, editorial, ceremonial, participation, or processing fees and do not purchase or guarantee any honor or status.

5.6 Public Disclaimer. The Corporation is not a governmental licensing body and does not grant professional licensure, governmental authority, academic degrees, or regulated professional credentials, unless expressly authorized by law.

5.7 Rights of Non-Voting Members. Non-voting members, honorary members, academic members, corresponding members, founding members, patrons, sponsors, donors, award recipients, collaborators, advisors, and participants shall have only those rights, privileges, benefits, titles, recognitions, or opportunities expressly granted by the Board of Directors in these Bylaws, in a written policy, or in a specific written Board resolution. No such person or category shall have voting rights, governance rights, ownership rights, property rights, rights to elect or remove directors, rights to approve corporate actions, or inspection rights beyond those expressly required by applicable law. Participation in programs, payment of dues or fees, donation, sponsorship, receipt of an honor, listing on a website, or use of an institutional title shall not create corporate membership with voting or governance rights.

ARTICLE VI - FINANCES, BANKING, AND CONTROLS

6.1 Financial Accounts. The Corporation may maintain bank accounts, savings accounts, merchant accounts, payment processor accounts, donation platform accounts, and other financial services accounts approved by the Board.

6.2 Authorized Financial Officers. The President and the Vice-President/Treasurer are authorized financial officers with authority, subject to Board resolutions and policies, to open, administer, sign for, operate, maintain, and close accounts; make deposits; issue payments; use online banking; authorize ACH, wires, transfers, Zelle or similar services; obtain debit or credit cards; and communicate with banks and financial platforms. Each of the President and the Vice-President/Treasurer is individually authorized, acting alone and without the need for the other officer's countersignature, unless otherwise required by a financial institution or specific Board resolution, to open, maintain, operate, and close bank accounts and financial accounts of the Corporation, and to execute banking, payment processor, merchant service, electronic funds transfer, ACH, wire, debit card, online banking, and related financial documents on behalf of the Corporation.

6.3 No Commingling. Corporate funds shall be kept separate from personal funds. Expenses shall be supported by receipts, invoices, or reasonable documentation.

6.4 Compensation and Reimbursement. No director, officer, founder, family member, or related entity shall receive salary, contractor fees, consulting fees, or other compensation unless approved in advance under a written compensation and conflict-of-interest process consistent with 501(c)(3) requirements. Reasonable reimbursement of actual approved expenses is permitted when documented.

6.5 Loans. The Corporation shall not make any loan to any director or officer. The Corporation shall not guarantee or otherwise support a personal obligation of any director, officer, founder, family member, insider, or related entity, except to the extent expressly permitted by applicable law and approved in advance by unanimous Board action with full written documentation. Reimbursements of actual, reasonable, approved, and documented expenses incurred for Corporation purposes shall not be treated as loans.

6.6 Fiscal Year. Unless changed by Board resolution, the fiscal year of the Corporation shall be the calendar year ending December 31.

ARTICLE VII - RECORDS, COMPLIANCE, AND REPORTING

7.1 Corporate Records Book. The Corporation shall maintain a corporate records book or digital equivalent containing Articles of Incorporation, amendments, certificates, EIN letter, Bylaws, written consents, minutes, resolutions, officer/director records, policies, financial records, and other required records.

7.2 Accounting Records. The Corporation shall maintain accurate accounting records sufficient to identify income, expenses, donations, fees, dues, sponsorships, reimbursements, restricted funds, and other transactions.

7.3 Annual Review. At least annually, the Board should review corporate status, Sunbiz filings, IRS filings, FDACS obligations, banking, policies, insurance, records, and compliance calendar.

7.4 Public Filings. The President, Vice-President/Treasurer, Secretary, or other person authorized by the Board may prepare and submit filings, reports, applications, registrations, and correspondence to public agencies, banks, and platforms.

ARTICLE VIII - CONFLICTS, INDEMNIFICATION, AND POLICIES

8.1 Conflict Policy. The Board shall adopt a written Conflict of Interest Policy before submitting the IRS exemption application or as soon as practicable. Until then, any director or officer with a personal, financial, family, or related-party interest in a matter shall disclose it before action is taken.

8.2 Interim Conflict Safeguard. Transactions involving directors, officers, founders, family members, or related entities shall require full disclosure, documentation of fairness and reasonableness, and approval consistent with law and 501(c)(3) principles.

8.3 Indemnification. The Corporation may indemnify directors, officers, employees, volunteers, and agents to the fullest extent permitted by law, provided such indemnification is consistent with the Corporation's nonprofit and tax-exempt purposes.

8.4 Policies. The Board may adopt policies, manuals, fee schedules, codes of conduct, membership rules, honor rules, financial controls, gift acceptance rules, donor acknowledgment rules, privacy terms, and other procedures consistent with these Bylaws.

ARTICLE IX - AMENDMENTS

9.1 Amendment Authority. These Bylaws may be altered, amended, repealed, or replaced by the Board of Directors, unless otherwise required by the Articles of Incorporation or applicable law.

9.2 Protection of Exempt Purposes. No amendment shall authorize activities inconsistent with the Corporation's charitable, educational, literary, cultural, or Section 501(c)(3) purposes, or permit private inurement, prohibited political campaign intervention, or distribution of assets contrary to the Articles of Incorporation as amended.

SECRETARY CERTIFICATION

I, JOSE ARIMATEIA DA SILVA NETO, Secretary of THE AMERICAN SOCIETY OF HISTORY, ARTS AND LETTERS, INC, certify that the foregoing Bylaws were adopted by the Board of Directors as the Bylaws of the Corporation effective as of August 19, 2026, and remain in effect unless amended according to their terms.