-------------------------------------------------- DRAFT FOR ATTORNEY REVIEW ONLY — NOT LEGAL OR TAX ADVICE This Nonprofit Bylaws draft is a structured preparation document only. Udaan Education Foundation must confirm with a qualified Indian company law attorney and chartered accountant that these bylaws comply with all applicable requirements including Companies Act 2013 Section 8 company governance requirements and Memorandum of Association consistency obligations, Income Tax Act 1961 Section 12A registration requirements and Section 80G approval conditions applicable to these bylaws provisions, Registrar of Companies Maharashtra filing and form requirements for Section 8 company governance documents, FCRA 2010 compliance obligations if foreign contributions are sought in future, Digital Personal Data Protection Act 2023 India compliance for processing beneficiary and donor personal data, Companies Act 2013 Section 184 conflict of interest disclosure and board approval requirements for directors, and dissolution asset distribution compliance under Section 8 company winding up provisions. These bylaws must be reviewed and approved by a qualified Indian attorney before adoption at the first board meeting. -------------------------------------------------- BYLAWS OF UDAAN EDUCATION FOUNDATION — DRAFT FOR ATTORNEY REVIEW Adopted: [Date of First Board Meeting] ARTICLE I — ORGANIZATION 1.1 Name: The name of this organization is Udaan Education Foundation. 1.2 Legal Form: Udaan Education Foundation is a Section 8 company incorporated under the Companies Act 2013 in India. 1.3 Registered Office: The registered office of Udaan Education Foundation is located in Mumbai Maharashtra India at the address registered with the Registrar of Companies Maharashtra. The registered office address may be changed by resolution of the Board of Directors in compliance with applicable Companies Act 2013 requirements. 1.4 Charitable Mission: The charitable mission of Udaan Education Foundation is to provide free digital literacy and foundational education to underprivileged children in Mumbai Maharashtra India. ARTICLE II — PURPOSES AND POWERS 2.1 Udaan Education Foundation is organized and will operate exclusively for charitable and educational purposes within the meaning of applicable Indian law including the Income Tax Act 1961 and the Companies Act 2013. 2.2 The specific charitable purposes of Udaan Education Foundation include: 1. Providing free digital literacy education programs to underprivileged children in Mumbai Maharashtra. 2. Training teachers and community educators in digital pedagogy. 3. Donating educational devices and connectivity resources to government schools in underserved communities. 4. Conducting research and advocacy related to digital education access for underprivileged children. 2.3 No part of the net earnings of Udaan Education Foundation shall inure to the benefit of or be distributable to any director, officer, or private individual except as reasonable compensation for services rendered. 2.4 Note: Charitable purpose compliance with the Income Tax Act 1961 Section 2(15) definition of charitable purpose, Section 12A registration requirements, and Section 8 company permissible activities under the Companies Act 2013 must be confirmed with a qualified Indian attorney before these bylaws are adopted. ARTICLE III — MEMBERSHIP 3.1 Udaan Education Foundation is governed by a board-only governance structure. There are no voting members of Udaan Education Foundation other than the Board of Directors. 3.2 The Board of Directors holds all governance authority of Udaan Education Foundation. No separate membership class exists. 3.3 Note: The board-only governance structure and its compliance with Companies Act 2013 Section 8 company requirements must be confirmed with a qualified Indian attorney. ARTICLE IV — BOARD OF DIRECTORS 4.1 Powers: The business, property, and affairs of Udaan Education Foundation will be managed by or under the direction of the Board of Directors. 4.2 Number: The Board of Directors will consist of not fewer than 3 and not more than 9 directors at any time. The initial board will consist of 5 directors. 4.3 Qualifications: Each director must be an adult individual of sound mind who has not been disqualified from acting as a company director under the Companies Act 2013, has not been convicted of an offence involving moral turpitude, and is committed to the charitable mission of Udaan Education Foundation. 4.4 Terms: Directors will serve 3-year terms. Terms will be staggered so that approximately one third of directors are elected or re-appointed each year to ensure governance continuity. 4.5 Appointment and Re-appointment: Directors are appointed and re-appointed by resolution of the existing Board of Directors. 4.6 Vacancies: Any vacancy on the Board of Directors including a vacancy caused by an increase in the number of directors will be filled by a resolution of the remaining directors. 4.7 Removal: A director may be removed by a special resolution of the Board of Directors under Article VI for cause including persistent failure to attend board meetings, conduct prejudicial to the interests of Udaan Education Foundation, or disqualification under the Companies Act 2013. 4.8 No Compensation: Directors will not receive any salary or financial compensation for serving as directors. Reasonable pre-approved out-of-pocket expenses may be reimbursed. 4.9 Note: Director qualification, appointment, removal, and compensation requirements under Companies Act 2013 Section 8 company regulations and the applicable MCA director guidelines must be confirmed with a qualified Indian attorney. ARTICLE V — BOARD MEETINGS 5.1 Regular Meetings: The Board of Directors will hold a minimum of 4 regular meetings per year at intervals not exceeding 120 days between consecutive meetings, in compliance with Companies Act 2013 requirements. 5.2 Notice: Written notice of each board meeting will be provided to all directors at least 7 days before the meeting date by email or written communication. Notice must include the date, time, location, and agenda. 5.3 Quorum: A quorum for the transaction of business at any board meeting is 3 directors. No business may be transacted at a meeting unless a quorum is present. 5.4 Special Meetings: Special meetings of the Board of Directors may be called by the Chair or by any 2 directors with at least 3 days written notice stating the purpose of the meeting. 5.5 Virtual Meetings: Board meetings may be held in person, by video conference, or by telephone conference provided all participating directors can hear each other simultaneously. 5.6 Written Consent: Any action required or permitted to be taken at a board meeting may be taken without a meeting if all directors sign a written consent to the action. Written consent resolutions will be filed in the minutes book. 5.7 Note: Board meeting frequency and notice requirements under Companies Act 2013 Section 173 and applicable Section 8 company regulations must be confirmed with a qualified Indian attorney. ARTICLE VI — VOTING 6.1 Ordinary Resolutions: Ordinary resolutions including approval of budgets, appointment of directors to fill casual vacancies, appointment of officers, and approval of program activities require a simple majority of directors present and voting at a meeting at which a quorum is present. 6.2 Special Resolutions: The following matters require a special resolution passed by a two-thirds majority of the total number of directors then in office regardless of those present: 1. Amendment of these Bylaws under Article XII. 2. Dissolution of Udaan Education Foundation under Article XIII. 3. Removal of a director under Article IV. 4. Approval of any transaction in which a director has a conflict of interest under Article IX. 6.3 Each director has one vote. There are no proxy votes at board meetings. 6.4 In the case of an equality of votes the Chair has a casting vote. 6.5 Note: Voting threshold requirements for Section 8 companies under the Companies Act 2013 and applicable MCA circulars must be confirmed with a qualified Indian attorney. ARTICLE VII — OFFICERS 7.1 Officers: The officers of Udaan Education Foundation will be a Chair, a Vice Chair, a Secretary, and a Treasurer. All officers must be directors of Udaan Education Foundation. 7.2 Appointment: Officers are appointed by ordinary resolution of the Board of Directors annually at the first board meeting following the adoption of these Bylaws and annually thereafter. 7.3 Chair: The Chair will preside at all meetings of the Board of Directors, provide strategic leadership, act as the primary spokesperson of Udaan Education Foundation, and exercise such other powers as the Board assigns. 7.4 Vice Chair: The Vice Chair will perform the duties of the Chair in the Chair's absence and assist the Chair in governance leadership. 7.5 Secretary: The Secretary will maintain all official records and minutes of board meetings, ensure compliance with Companies Act 2013 filing obligations, maintain the registered office records, and send notices of meetings. 7.6 Treasurer: The Treasurer will oversee the financial management of Udaan Education Foundation, present financial reports at each board meeting, ensure annual audit compliance, and exercise joint signatory authority on bank accounts. 7.7 Removal: Any officer may be removed by ordinary resolution of the Board of Directors at any time. 7.8 Note: Officer duties and liabilities under the Companies Act 2013 and applicable Indian law must be confirmed with a qualified Indian attorney. ARTICLE VIII — COMMITTEES 8.1 The Board of Directors may establish standing or ad hoc committees by ordinary resolution to advise the board on specific matters. 8.2 The following standing committees are established: 1. Finance Committee: To review budgets, financial reports, and audit arrangements and make recommendations to the board. 2. Program Committee: To review program delivery, outcomes, and quality and make recommendations to the board. 8.3 Each committee must include at least one director. Committees have advisory authority only and may not bind Udaan Education Foundation without board approval. 8.4 Each committee will report to the board at each regular board meeting. ARTICLE IX — CONFLICT OF INTEREST 9.1 Disclosure: Every director and officer of Udaan Education Foundation must promptly disclose in writing to the Board of Directors any actual or potential conflict of interest including any personal, financial, or professional interest in any matter before the board. 9.2 Recusal: A director who has disclosed a conflict of interest must not participate in discussion, vote, or influence the board's decision on the relevant matter and must leave the meeting during deliberation on that matter. 9.3 Annual Declaration: Each director and officer will complete and sign an annual conflict of interest declaration form at the first board meeting of each year. 9.4 Note: Conflict of interest disclosure and approval obligations for Section 8 company directors under Companies Act 2013 Section 184, applicable MCA regulations, and Income Tax Act 1961 Section 13 restrictions on private benefit that could affect Section 12A and 80G registration must be confirmed with a qualified Indian attorney. ARTICLE X — FINANCIAL MANAGEMENT 10.1 Fiscal Year: The fiscal year of Udaan Education Foundation runs from April 1 to March 31 of each year. 10.2 Budget: The annual operating budget must be approved by the Board of Directors by ordinary resolution at the first board meeting of each fiscal year. 10.3 Banking: Udaan Education Foundation will maintain bank accounts in its own name. All cheques, withdrawals, and bank transfers above INR 10,000 require the signatures of two authorized signatories designated by the board. 10.4 Expenditure Authorization: Expenditure above INR 50,000 on any single item or contract requires prior board approval by ordinary resolution. The Executive Director or equivalent role may authorize routine expenditure up to INR 50,000 per item within the approved budget. 10.5 Audit: Udaan Education Foundation will appoint a registered chartered accountant to conduct an annual audit of its accounts. Audited accounts will be presented to the Board of Directors and filed with the Registrar of Companies as required. 10.6 Records: Financial records will be retained for a minimum of 7 years. 10.7 Note: Financial management requirements for Section 8 companies under the Companies Act 2013, Income Tax Act 1961 Section 12A and 80G audit and reporting conditions, FCRA 2010 accounting requirements if applicable, and applicable GST compliance obligations must be confirmed with a qualified Indian chartered accountant. ARTICLE XI — INDEMNIFICATION 11.1 Udaan Education Foundation will indemnify each director and officer against claims, liabilities, costs, and expenses arising from actions taken in good faith in the discharge of their duties on behalf of Udaan Education Foundation to the fullest extent permitted by the Companies Act 2013 and applicable Indian law. 11.2 This indemnification does not cover actions involving fraud, wilful misconduct, or gross negligence by the director or officer. 11.3 Note: Indemnification of directors and officers under the Companies Act 2013 and its permissible limits under Indian law must be confirmed with a qualified Indian attorney. ARTICLE XII — AMENDMENT OF BYLAWS 12.1 These Bylaws may be amended by a special resolution passed by a two- thirds majority of the total number of directors then in office. 12.2 Written notice of any proposed amendment to these Bylaws must be provided to all directors at least 21 days before the meeting at which the amendment is to be considered. 12.3 Amendments must be consistent with the Companies Act 2013, the Memorandum of Association of Udaan Education Foundation, and applicable Income Tax Act 1961 requirements for Section 12A and 80G registration. 12.4 Note: Bylaw amendment procedures for Section 8 companies under the Companies Act 2013 and any required Registrar of Companies filings following amendment must be confirmed with a qualified Indian attorney. ARTICLE XIII — DISSOLUTION 13.1 Dissolution of Udaan Education Foundation requires a special resolution passed by a two-thirds majority of the total number of directors then in office and compliance with all applicable Companies Act 2013 winding up procedures. 13.2 Upon dissolution of Udaan Education Foundation, after payment of all liabilities, the remaining assets will be transferred to one or more organizations registered as a Section 8 company, a charitable trust, or a society under applicable Indian law with a charitable purpose compatible with the mission of Udaan Education Foundation, as determined by the Board of Directors. 13.3 No assets on dissolution will be distributed to any director, officer, or private individual. 13.4 Note: Dissolution procedures and asset distribution requirements for Section 8 companies under the Companies Act 2013 winding up provisions and the Income Tax Act 1961 requirements for maintaining Section 12A and 80G status up to dissolution must be confirmed with a qualified Indian attorney. ARTICLE XIV — GOVERNING LAW 14.1 These Bylaws are governed by the laws of Maharashtra India, the Companies Act 2013, the Income Tax Act 1961, and all other applicable Indian law. 14.2 Any dispute arising from these Bylaws will be resolved in accordance with applicable Indian law in courts of competent jurisdiction in Mumbai. CERTIFICATION BLOCK: These Bylaws were adopted by the founding Board of Directors of Udaan Education Foundation at the first board meeting on the date below. Note: These Bylaws must be reviewed and approved by a qualified Indian attorney before adoption. Section 8 company Memorandum of Association consistency, Registrar of Companies filing requirements, Income Tax Act 1961 Section 12A and 80G compliance provisions, Companies Act 2013 Section 184 conflict of interest compliance, FCRA 2010 future readiness provisions, DPDP Act 2023 data governance obligations, and dissolution asset distribution compliance must all be confirmed before these Bylaws are adopted. Chair Signature: ________________ Name: ____________________ Date: ____________________ Secretary Signature: ________________ Name: ____________________ Date: ____________________ -------------------------------------------------- This Nonprofit Bylaws draft was generated by an AI drafting tool as a structured preparation and documentation aid only. It does not constitute legal or tax advice. Charitable registration and tax exemption compliance must be confirmed with a qualified Indian attorney before adoption. Always have this document reviewed before filing or adoption. --------------------------------------------------