BYLAWS OF MINDSPARK ROBOTIC FOUNDATION INC.

ARTICLE I: NAME AND PURPOSE

Section 1.01. Name: The name of the organization is Mindspark Robotic Foundation Inc. (hereinafter referred to as the "Corporation"). 

Section 1.02. Purpose: The Corporation is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. The primary focus of the Corporation is to provide youth with educational opportunities in Science, Technology, Engineering, and Mathematics (STEM) by facilitating learning and participation in FIRST Lego League (FLL) and FIRST Tech Challenge (FTC) competitions.

ARTICLE II: BOARD OF DIRECTORS

Section 2.01. General Powers: The business and affairs of the Corporation shall be managed by its Board of Directors. 

Section 2.02. Number and Composition: The Board shall consist of at least three (3) Directors, and shall include the principal officers of the Corporation. 

Section 2.03. Meetings: Regular meetings of the Board of Directors shall be held at least annually. Special meetings may be called by the President or a majority of the Board. 

Section 2.04. Quorum: A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.

ARTICLE III: OFFICERS

Section 3.01. Officer Roles: The principal officers of the Corporation shall be a President, Director, a Vice President, a Secretary, and a Treasurer. 

Section 3.02. President: The President shall be the principal executive officer of the Corporation and shall generally supervise and control all of the business and affairs of the Corporation. They shall preside at all meetings of the Board of Directors. 

Section 3.03. Vice President: In the absence of the President or in the event of their inability or refusal to act, the Vice President shall perform the duties of the President. 

Section 3.04. Secretary: The Secretary shall keep the minutes of the meetings of the Board of Directors, see that all notices are duly given in accordance with the provisions of these Bylaws, be custodian of the corporate records, and perform all duties incident to the office of Secretary. 

Section 3.05. Treasurer: The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation; and perform all the duties incident to the office of Treasurer.

ARTICLE IV: FINANCIAL ADMINISTRATION & EXPENSES

Section 4.01. Contracts and Banking: The Board of Directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. All funds of the Corporation shall be deposited to the credit of the Corporation in such banks or other depositories as the Board may select. 

Section 4.02. Allowable Competition Expenses: The Corporation shall cover reasonable and necessary expenses related directly to the participation of its teams in FIRST Lego League (FLL) and FIRST Tech Challenge (FTC) competitions. Approved expenses include, but are not limited to:

• Lunch meals for participating children/team members during competition days.

• Hotel accommodations for the coach(es), Team Adminstrator and participating children for out-of-town competitions.

• Flight bookings or other necessary travel arrangements for the coach(es), Team Administrators and participating children.

• Any other required registration fees, materials, or logistical expenses directly related to FLL or FTC competitions. 

Section 4.03. Expense Reimbursement Procedure: Individuals seeking reimbursement for authorized expenditures must follow the official reimbursement process:

• All expense claims, accompanied by valid receipts and documentation, must be submitted digitally.

• Submissions must be sent via email to expense@mindsparkrobotic.org.

• The Treasurer or designated financial committee must review and approve all submissions before funds are disbursed.

ARTICLE V: CONFLICT OF INTEREST

Section 5.01. Purpose: The purpose of the conflict of interest policy is to protect the Corporation's tax-exempt interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Corporation.

Section 5.02. Disclosure: Any director or officer who has a financial interest in a proposed transaction must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Board of Directors.

ARTICLE VI: NON-PROFIT COMPLIANCE & DISSOLUTION

Section 6.01. Non-Profit Operations: No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons. 

Section 6.02. Dissolution: Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

ARTICLE VII: AMENDMENTS

Section 7.01. Amendments: These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a majority of the Board of Directors present at any regular meeting or at any special meeting, provided that at least fifteen (15) days' written notice is given of intention to alter, amend, or repeal or to adopt new Bylaws at such meeting.

CERTIFICATION I, the undersigned, do hereby certify that I am the duly elected and acting Secretary of Mindspark Robotic Foundation Inc., and that the foregoing bylaws constitute the corporate bylaws of said Corporation, as duly adopted at a meeting of the Board of Directors.

Signature: Muthuraman Muthusubramanian (Secretary)

Date: 03/06/2026.