Governance and Board Resolution
GUAPAHOLICS - Board of Directors
RESOLUTION OF THE BOARD OF DIRECTORS: Adopting CDFI-Compliant Bylaws and Establishing Initial Board Structure
Our Technical Mission
"To empower Community Development Financial Institutions (CDFIs) and allied organizations by serving as the premier technical implementation layer. We bridge the gap between community finance and next-generation technology by delivering secure, scalable solutions in embedded finance, autonomous AI agent orchestration, and decentralized blockchain infrastructure. Through the strategic integration of alternative data and stablecoin protocols, we provide an unparalleled value proposition that accelerates financial inclusion, modernizes alternative credit underwriting, and expands access to capital for underserved communities."
I. PREAMBLE
The Board of Directors (the "Board") of Guapaholics (the "Organization"), a nonprofit organization incorporated under the laws of the State of [STATE], hereby adopts the following resolutions:
II. RECITALS
- WHEREAS, Guapaholics has operated for 14 years as an organization dedicated to leveraging alternative data — including rental and utility payment histories — to strengthen credit profiles and expand access to housing loans for underserved communities;
- WHEREAS, the Organization intends to seek or maintain certification as a Community Development Financial Institution ("CDFI") under the CDFI Fund administered by the U.S. Department of the Treasury, which requires, among other things, that the Organization's governing documents demonstrate compliance with applicable CDFI program requirements;
- WHEREAS, the Board has reviewed and considered a proposed set of amended and restated bylaws (the "CDFI-Compliant Bylaws") that have been prepared to conform to all applicable legal requirements, the CDFI Fund's certification criteria, and best practices for nonprofit governance;
- WHEREAS, sound fiduciary governance requires the formal establishment of an initial board structure that ensures community representation, appropriate expertise in community development finance, and compliance with CDFI governance requirements;
- WHEREAS, the Board has had adequate opportunity to review the CDFI-Compliant Bylaws and the proposed initial board structure, and has determined that adoption of same is in the best interests of the Organization and the communities it serves.
III. RESOLUTIONS
1. Adoption of CDFI-Compliant Bylaws
RESOLVED, that the Board hereby adopts and approves the Amended and Restated Bylaws of Guapaholics, attached hereto as Exhibit A (the "CDFI-Compliant Bylaws"), effective as of the date first written above, hereby superseding and replacing any and all prior bylaws of the Organization in their entirety;
2. Acknowledgment of CDFI Governance Requirements
RESOLVED, that the Board acknowledges that the CDFI-Compliant Bylaws incorporate governance provisions required or recommended by the CDFI Fund, including without limitation provisions addressing the Organization's Primary Mission, Target Market, Development Services, accountability to the community served, and limitations on insider transactions;
3. Establishment of Initial Board Structure
RESOLVED, that the Board hereby formally establishes a five (5)-member initial Board of Directors in accordance with the CDFI-Compliant Bylaws, with such members to serve in the capacities and for the terms set forth in Section IV below;
4. Ratification of Prior Acts
RESOLVED, that all acts, transactions, and decisions of the Board and officers of the Organization taken in good faith prior to the adoption of these resolutions that are consistent with the purposes of the Organization are hereby ratified and confirmed;
5. Authorization to File
RESOLVED, that the Executive Director and/or any duly authorized officer is hereby authorized and directed to file these resolutions, the CDFI-Compliant Bylaws, and any related documents with appropriate governmental or regulatory bodies as may be required, and to take all further actions necessary to carry out the intent of these resolutions.
IV. INITIAL BOARD COMPOSITION
| # | Director Name | Board Role / Term | Professional Background / Community Nexus |
|---|---|---|---|
| 1 | [Director Full Name] [email@domain.com] | Chair Term: [Start] – [End] | [Background — e.g., community development finance, lending, housing advocacy] |
| 2 | [Director Full Name] [email@domain.com] | Vice Chair Term: [Start] – [End] | [Background — e.g., nonprofit law, regulatory compliance, CDFI operations] |
| 3 | [Director Full Name] [email@domain.com] | Treasurer Term: [Start] – [End] | [Background — e.g., accounting, financial management, CPA, banking] |
| 4 | [Director Full Name] [email@domain.com] | Secretary Term: [Start] – [End] | [Background — e.g., housing policy, community organizing, legal, program management] |
| 5 | [Director Full Name] [email@domain.com] | Director At-Large Term: [Start] – [End] | [Background — e.g., target market community member, alternative data, technology, social services] |
V. CDFI GOVERNANCE NOTES
The following provisions of the CDFI-Compliant Bylaws are specifically called to the attention of the Board as reflecting CDFI Fund requirements:
| Requirement | Bylaw Provision / Reference |
|---|---|
| Primary Mission | Organization's mission explicitly targets underserved communities through alternative-data-based credit building and housing finance access |
| Target Market | Bylaws define Target Market as low-income and underserved borrowers lacking traditional credit histories |
| Accountability Structure | Board composition ensures representation of community served; majority of Board may not be financial institution representatives |
| Insider Transaction Limits | Bylaws prohibit or restrict transactions between the Organization and Board members, officers, or their affiliates except as approved under conflict-of-interest policy |
| Financial Products / Services | Bylaws authorize the Organization to provide loans, financial products, and development services consistent with CDFI program requirements |
| Non-Distribution Constraint | As a nonprofit, no earnings may inure to private benefit; dissolution provisions direct residual assets to similar exempt purposes |