The Board of Directors of ClearGlass Inc. (the "Corporation"), an Ontario corporation, hereby passes the following resolutions to authorize and govern the Corporation's banking relationships and to confirm officer appointments, effective as of the date of incorporation.
These resolutions are passed in writing by the sole director pursuant to Section 129 of the Ontario Business Corporations Act (OBCA), and supplement the Initial Directors' Resolution adopted upon incorporation.
RESOLVED that the Corporation establish and maintain its primary business banking relationship with a Schedule I Canadian chartered bank or Schedule II foreign bank subsidiary as designated by the President, which may include RBC Royal Bank, TD Bank, BMO Bank of Montreal, Scotiabank, CIBC, or National Bank of Canada.
RESOLVED that the President is authorized to execute the banking institution's standard corporate account agreements, signature cards, and ancillary documentation necessary to establish and maintain accounts, and that such agreements as executed are binding on the Corporation.
RESOLVED that the Corporation open and maintain a Canadian dollar business chequing account for day-to-day operational transactions, payroll, and vendor payments.
RESOLVED that the Corporation may open one or more Canadian dollar savings or high-interest accounts for the management of operating reserves and corporate cash.
RESOLVED that the President is authorized to open a US dollar business account to facilitate transactions with US-based clients, vendors, and cloud service providers, as business requirements dictate.
Desmond Otieno Odhiambo — Sole Authorized Signatory
Title: President, CEO, CFO, and Secretary of ClearGlass Inc.
Authorization: Sole signing authority — any one signature sufficient for all transactions
RESOLVED that Desmond Otieno Odhiambo, as sole authorized signatory, is authorized to sign, endorse, and negotiate all cheques, drafts, bills of exchange, and payment instruments drawn on the Corporation's accounts, with sole signing authority.
RESOLVED that the Board may, at any time by resolution, add additional authorized signatories or require dual signatures for transactions above a specified threshold, and that any such amendment will be communicated to the banking institution by updated signature cards.
RESOLVED that the sole authorized signatory (Desmond Otieno Odhiambo) is authorized to execute transactions of any amount without a second signature. The Board may implement dual-signatory requirements for transactions above $50,000 CAD upon the addition of a second director or officer.
RESOLVED that the authorized signatory is authorized to initiate electronic funds transfers between Corporation accounts held at the same or different financial institutions without additional authorization.
RESOLVED that the Corporation enroll in the banking institution's online and mobile business banking services, and that the authorized signatory is authorized to register, administer, and use such services on behalf of the Corporation.
RESOLVED that the Corporation is authorized to send and receive electronic funds transfers, wire transfers, and Interac e-Transfers, and that the authorized signatory may execute such transactions without additional paper-based authorization for transactions within the applicable limits set by the banking institution.
RESOLVED that the President is authorized to apply for and maintain a corporate credit card in the name of ClearGlass Inc. for business expenses, with the cardholder being Desmond Otieno Odhiambo as the primary authorized user.
RESOLVED that the President is authorized to negotiate and execute a business line of credit with the Corporation's banking institution for amounts up to $50,000 CAD, and that the President is authorized to execute all related security agreements on behalf of the Corporation, subject to Board approval for amounts exceeding $50,000 CAD.
The Corporation acknowledges obligations under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA) and will comply with all applicable know-your-client (KYC) and anti-money laundering requirements of its banking institution. ClearGlass Inc.'s cybersecurity and financial investigation activities are conducted under proper client authorization and applicable law.
This resolution confirms the officer appointments set out in the Initial Directors' Resolution for banking institution purposes:
| Name: | Desmond Otieno Odhiambo |
| Title: | President, CEO, CFO, Secretary |
| Director: | Yes — Sole Director |
| Banking Authority: | Full sole signing authority |
These banking resolutions shall remain in effect until revoked or modified by a subsequent resolution of the Board of Directors. The Corporation shall promptly notify its banking institution of any changes to authorized signatories, signing requirements, or banking authority by providing an updated certified copy of the relevant Board resolution and updated signature cards.
The banking institution may rely on the most recently provided certified copy of a banking resolution without verifying whether it has been revoked or superseded, unless the banking institution has received written notice of revocation.