Unanimous Written Consent of the Directors In Lieu of a Special Meeting

Pursuant to Section 29-301.99 of the

District of Columbia Nonprofit Corporation Act

The undersigned, being the directors of Citiwide Computer Learning Center, a District of Columbia nonprofit corporation (the “Corporation”), DO HEREBY CONSENT to the adoption of, and DO HEREBY ADOPT, the resolutions hereinafter set forth pursuant to Section 29-301.99 of the District of Columbia Nonprofit Corporation Act with the same force and effect as if they had been duly adopted at an annual meeting of directors of the Corporation duly called and held for such purposes, and DO HEREBY DIRECT the Secretary of the Corporation to file this consent with the minutes of proceedings of directors of the Corporation.

Adoption of Bylaws

WHEREAS, the directors of the Corporation deems it to be in the best interest of the Corporation to adopt the Corporation’s Bylaws in the form attached hereto as Exhibit A (the “Bylaws”); and

NOW, THEREFORE, IT IS HEREBY:

RESOLVED, that the directors deems it advisable to adopt the Bylaws of the Corporation substantially as set forth in the Bylaws attached hereto as Exhibit A; and further

RESOLVED, that the officers of the Corporation be, and hereby are, authorized and directed to execute the Bylaws by and on behalf of the Corporation, and file the Bylaws with the corporate records of the Corporation as required by the District of Columbia Nonprofit Corporation Act; and further

RESOLVED, that the officers of the Corporation be, and hereby are, authorized and directed to execute and deliver by and on behalf of the Corporation such other documents, certificates, instruments, and agreements, and to take such actions as they deem necessary or appropriate in connection with the foregoing resolutions or the transactions contemplated thereby; and further

RESOLVED, that any actions of the officers or directors of the Corporation taken prior to the date of this consent, which would be authorized by the foregoing resolutions if taken after the date hereof, be, and hereby are, ratified, adopted and approved as of the date such actions were taken.

Adoption of Conflict of Interest Policy

WHEREAS, the directors of the Corporation deems it to be in the best interest of the Corporation to adopt a conflict of interest policy in the form attached hereto as Exhibit B (the “Conflict Policy”); and

NOW, THEREFORE, IT IS HEREBY:

RESOLVED, that the directors deems it advisable to adopt the Conflict Policy of the Corporation substantially as set forth in the Conflict Policy attached hereto as Exhibit B; and further

RESOLVED, that the officers of the Corporation be, and hereby are, authorized and directed to execute the Conflict Policy by and on behalf of the Corporation, and file the Conflict Policy with the corporate records of the Corporation as required by the District of Columbia Nonprofit Corporation Act; and further

RESOLVED, that the officers of the Corporation be, and hereby are, authorized and directed to execute and deliver by and on behalf of the Corporation such other documents, certificates, instruments, and agreements, and to take such actions as they deem necessary or appropriate in connection with the foregoing resolutions or the transactions contemplated thereby; and further

RESOLVED, that any actions of the officers or directors of the Corporation taken prior to the date of this consent, which would be authorized by the foregoing resolutions if taken after the date hereof, be, and hereby are, ratified, adopted and approved as of the date such actions were taken.

Adoption and Ratification of Corporate Action

WHEREAS, the officers and directors of the Corporation see each other on a regular basis and regularly discuss the business and affairs of the Corporation; and

WHEREAS, the prior actions by the directors of the Corporation have been kept up to date informally from time to time, and it is the desire of the directors of the Corporation to hereby formalize such actions.

NOW, THEREFORE, BE IT

RESOLVED, that, as of the date of this consent, any corporate action taken on or prior to the date hereof by the directors of the Corporation in their capacity as directors of the Corporation be, and the same hereby is, ratified and adopted; and further

RESOLVED, that, as of the date of this consent, any corporate action taken on or prior to the date hereof by the officers of the Corporation in their capacity as officers of the Corporation and previously disclosed to the directors of the Corporation be, and the same hereby is, ratified and adopted.

This written consent may be executed in several counterparts (including facsimile counterpart signature pages), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

This consent was executed on the date indicated below but these actions and resolutions are effective as of the 5th day of July, 2008.

Helen A. Enob

Alex I. Onyenwe

Eric E. Clarke

Dominic Casareale

Efiong Eyo

Anthony E. Chuukwu

ALL OF THE DIRECTORS