Pursuant to Section 129 of the Ontario Business Corporations Act, the sole director of ClearGlass Inc. passed the following organizational resolutions in writing, in lieu of holding a formal organizational meeting, effective upon the date of incorporation of the Corporation.
Desmond Otieno Odhiambo — Sole Director
Burlington, Ontario, Canada
RESOLVED that By-Law No. 1, as presented to and reviewed by the Director, is hereby confirmed and adopted as the general by-law of the Corporation, effective the date hereof.
RESOLVED that the corporate seal in the form presented be adopted as the corporate seal of the Corporation. The Secretary is authorized to affix the seal to any document where required.
RESOLVED that the Corporation may retain legal counsel as required, and that any officer is authorized to execute engagement letters and retain external advisors on behalf of the Corporation.
RESOLVED that the Corporation may retain accounting and tax advisory services as required, and that any officer is authorized to execute engagement letters on behalf of the Corporation.
The following officers were appointed to serve until their successors are duly appointed or they otherwise cease to hold office:
RESOLVED that Desmond Otieno Odhiambo be appointed President and Chief Executive Officer of the Corporation, with authority to sign contracts, manage operations, and represent the Corporation in all business matters.
RESOLVED that Desmond Otieno Odhiambo be appointed Chief Financial Officer of the Corporation, responsible for financial reporting, tax filings, and financial controls.
RESOLVED that Desmond Otieno Odhiambo be appointed Secretary of the Corporation, responsible for maintaining the minute book, share register, and corporate records.
The OBCA permits one person to hold multiple officer positions. As sole director and officer, Desmond Otieno Odhiambo exercises all corporate authority until additional directors or officers are appointed by resolution.
RESOLVED that the Corporation open and maintain business banking accounts with a Schedule I Canadian chartered bank or credit union as designated by the President, and that the standard banking resolutions and signature cards of such institution are hereby authorized and adopted.
RESOLVED that Desmond Otieno Odhiambo, as sole authorized signatory, is authorized to operate all accounts of the Corporation, including executing cheques, electronic transfers, and agreements with the banking institution, with sole signing authority.
RESOLVED that the Corporation issue 10,000,000 (ten million) Common Shares to Desmond Otieno Odhiambo at a subscription price of $0.001 per share (total consideration: $10,000.00 CAD), to be recorded in the share register and a share certificate issued accordingly.
RESOLVED that a share certificate in the Corporation's form be issued to Desmond Otieno Odhiambo representing 10,000,000 Common Shares, duly signed by the President and Secretary.
| Shareholder: | Desmond Otieno Odhiambo |
| Shares Issued: | 10,000,000 Common Shares |
| Price Per Share: | $0.001 CAD |
| Total Consideration: | $10,000.00 CAD |
| Ownership: | 100% |
RESOLVED that the fiscal year of the Corporation shall end on December 31 of each year, commencing with the first fiscal year ending December 31 of the year of incorporation.
RESOLVED that the Secretary shall establish and maintain a corporate minute book containing the Articles of Incorporation, these resolutions, the By-Law, the share register, the register of directors, and all subsequent corporate records, to be kept at the registered office or such other location as determined by the Board.
These resolutions are passed in writing by the sole director of the Corporation pursuant to Section 129 of the OBCA, and are effective as of the date of incorporation. They have the same force and effect as resolutions passed at a duly constituted meeting of the Board of Directors.
Desmond Otieno Odhiambo
Sole Director, ClearGlass Inc.
Burlington, Ontario, Canada
The signed original of this resolution is maintained in the corporate minute book and is available for inspection by shareholders and authorized parties in accordance with the OBCA.