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NTSAA | Minutes | Page 1 of 2 NUAD THAI AND SPA ASSOCIATION OF AMERICA A California Nonprofit Public Benefit Corporation, Entity No. 3968913 MINUTES OF THE BOARD OF DIRECTORS First Board Handover Meeting Date: Friday, 16 January 2026 Time: 03:00 PM to 04:00 PM Pacific Standard Time Place: Hollywood Thai Restaurant, Los Angeles, California The incoming Board met with the outgoing leadership to receive the Association's bylaws and event- organizing assets, record the bank-account handover and state filing update, and begin its administration. Bylaw references below identify articles, sections and printed pages of the bylaws handed over and adopted at this meeting, as reproduced in NTSAA Bylaws.pdf. 1 Directors and handover participants • Sarunyanat Bohn, President and Director • Jacky Kai, Secretary and Director • Pat Stalwart, Treasurer and Director All three incoming directors were present, constituting a quorum. Jaroenporn Hacker, former President and Director, and Jurairat Charoenchasri also attended for the handover. Bylaw reference: Article II, Section 1, p. 3 (three voting directors); Article I, Sections 4, 5 and 7, p. 2 (in-person meetings, quorum and attendance records). 2 Receipt and adoption of bylaws Jaroenporn Hacker and Jurairat Charoenchasri handed the Association's original bylaw book to the incoming directors. Secretary Jacky Kai inspected the original bylaw book, found that the bylaws had not been signed, and informed all present. All three incoming directors read the original bylaws and respectfully adopted them as the governing bylaws of the Association, effective 16 January 2026. The Secretary then signed the bylaws. Bylaw reference: Article I, Sections 5 and 7, p. 2 (Board votes and recording decisions); Article II, Section 3, p. 3 (governing powers under the bylaws); Article III, Section 1(b), p. 5 (Secretary's corporate-recordkeeping duties); Article VI, Section 2, p. 7 (existing adoption authority and legally required approvals are preserved). 3 Handover of event assets The outgoing leadership handed over the Association's event-organizing assets to the incoming directors. The incoming Board accepted custody and responsibility for those assets for use in the Association's activities. Bylaw reference: Opening charitable-purpose and asset-use provisions, p. 1; Article II, Section 3, p. 3 (Board oversight of Association operations). 4 Secretary of State filing update The incoming directors reported that the Association's information with the California Secretary of State had been updated. The Statement of Information filed on 15 January 2026, File No. BA20260114561, lists Sarunyanat Bohn as Chief Executive Officer, Jacky Kai as Secretary, and Pat Stalwart as Chief Financial Officer. Bylaw reference: Article II, Section 3, p. 3 (government reports, registrations and renewals); Article III, Section 1, p. 5 (principal officers and responsibilities).