BRIDGE FOUNDRY, INC.

BOARD OF DIRECTORS

MEETING MINUTES

December 28, 2019

Board Members Present: Sarah Allen, Melissa Xie, Isa Herico-Velasco

Guests Present: None

This meeting of the Bridge Foundry Board of Directors was held on Sunday, December 28, 11:00am ET/8:00 a.m. PT, having quorum with everyone participating through an online video conference with live audio and screen-sharing.

Banking Policy & Corporate Resolution

The board discussed the Amalgamated Bank Corporate Resolution form and the response from Eric Burnias (excerpt below) regarding policy of approval when new accounts are opened:

from:   Burnias, Eric <EricBurnias@amalgamatedbank.com>


to: Melissa Xie <melissa@bridgefoundry.org>


cc: Sarah Allen <[sarah@bridgefoundry.org](mailto:sarah@bridgefoundry.org)>, Isa Herico <isa@bridgefoundry.org>


date:   Dec 17, 2019, 12:23 PM


Please see below for signer change procedure.





Signer Change
  1. We will need the attached Change of Signer form completed and signed by two current signers (if applicable) stating the following:
    1. List all accounts effected by the change
    2. New signer’s (full name and social security number)
  2. Complete the attached Business Account Worksheet in its entirety (we will be using this for the new account as well)
  3. Complete the attached Beneficial Ownership Form (BridgeFoundry is a registered 501C3; therefore, there are no beneficial owners.) We still need somebody from your organization to attest to this statement. I am happy to jump on a call and discuss further.
  4. Provide a copy of a current ID for each signer (new and existing)

Given that the above signer policy will enable review by second authorized signer ensuring that the General Signatory and Banking Authority Policy would be followed, and upon motion duly made and seconded, the Board unanimously approved the following resolution:

RESOLVED:

  1. Designation of Bank as Depository

Amalgamated Bank (the “Bank) is hereby designated as a depository in which the funds of the Corporation may, from time to time, be deposited in one or more deposit accounts at the Bank in the name of the Corporation (each, an “Account”) subject to the terms and conditions of deposit accounts at the Bank, as in effect from time to time.

  1. Endorsements of Items for Deposit with the Bank

Any officer, agent or employee of the Corporation is hereby authorized on behalf of the Corporation and in its name to endorse for deposit with the Bank, or for negotiation or collection, any and all checks, drafts, notes, certificates of deposit or other instruments or orders for the payment of money payable to or endorsed to the Corporation, which endorsement may be in writing, by stamp or otherwise, with or without designation or signature of the person so endorsing.

  1. Powers of Authorized Signatories

That any one/two [cross-out the inapplicable number] of the Authorized Signatories (as described in Resolution 4 below) of the Corporation is/are hereby authorized for and on behalf of the Corporation to:

(A) open, continue, maintain, operate, withdraw funds from, modify, adjust, settle, close, and/or reopen one or more Accounts;

(B) sign, accept, endorse or approve any checks, drafts, notes, certificates of deposit or other instruments, orders or instructions (each a “Payment Instruction”) for the payment, withdrawal or transfer (by wire or otherwise) of funds or money on deposit in the Accounts or to the credit of the Corporation, for whatever purpose and to whomever payable;

(C) conduct transactions in the Accounts or otherwise with or through the Bank and transact any business directly or indirectly with the Bank, its officers, agents or employees, including without limitation, for and on behalf of the Corporation, to:



(i) sign signature cards and execute, acknowledge, seal and/or deliver to the Bank any document or instrument of any kind in the name of the Corporation or otherwise, in furtherance of any of the purposes for which the Authorized Signatories are authorized to act under these Resolutions;

(ii) obligate the Corporation to be bound by the Bank’s terms and conditions of the Accounts, as in effect from time to time;

(iii) enter into any agreement of any kind relating to the Accounts in any way whatsoever;

(iv) discount and/or negotiate drafts, notes and other commercial paper;

(v) borrow money and obtain credit in any form from the Bank and for that purpose, make, enter into, execute and deliver to the Bank, on behalf of the Corporation, any instruments, negotiable or otherwise, secured or unsecured, acceptances, endorsements, hypothecations, pledges, security agreements, receipts, indemnities or other agreements, obligations and/or other evidences of indebtedness and/or other documents as the Bank may require;

(vi) enter into the Bank’s participation Certificate Program Master Repurchase Agreement and related agreements;

(vii) waive presentment, demand, protest and notice of protest or dishonor, of any check, note, bill, draft or other instrument made, drawn or indorsed by or on behalf of the Corporation;

(viii) pay, renew or, with the consent of the Bank, extend the time of payment, or otherwise modify any of the terms, of any obligation, liability or indebted- ness (each, a “Liability”) of the Corporation to the Bank at any time existing; arrange for the payment of any Liability; acknowledge in writing or otherwise evidence any Liability by negotiable instrument or otherwise;

(ix) deposit, assign, transfer, hypothecate, grant a security interest or lien in, mortgage or pledge, as security for any Liability, any stocks, bonds, securities, mortgages, certificates of deposit, or any other property, whether real, personal or mixed, tangible or intangible, or any interest in such property, belonging to the Corporation now or in the future, and receive for the account of the Corporation any stocks, bonds, securities or other property upon the payment of any loans made by the Bank to the Corporation, or the liquidation of any Liability;

(x) buy, sell, accept, receive, exchange, hypothecate, pledge, grant a security interest or lien in, transfer, assign or give instructions with respect to securities or other property of any kind at any time held or to be held by the Bank in any security, custodial or safekeeping account (each, a “Security Account”) in the name of the Corporation for safekeeping or otherwise; and/or purchase or give instructions for the purchase of additional or new securities or new property of any kind or nature; and/or deposit other securities or property, and draw and exchange all securities and properties, in any Security Account, and substitute securities and other property for securities and other property which may, from time to time, be in any Security Account; and/or demand, receive and accept delivery of any and all securities and other property which the Corporation may at any time have in possession of the Bank, and execute and deliver to the Bank any and all receipts and acknowledgements of receipts as may be required by the Bank; and

(xi) prosecute, defend, submit to arbitration, compromise or settle, for cash or credit or otherwise, any claim of the Corporation at any time existing against the Bank or any claim in favor of the Bank at any time existing against the Corporation; release the Bank from any claim of the Corporation existing at any time; waive relinquish, abandon or surrender any claim, right, pledge or power of the Corporation at any time existing against or in respect of the Bank.
  1. Designation of Authorized Signatories

Any person holding from time to time any of the following offices, while holding such office, and/or any of the following specifically named individuals, is an “Authorized Signatory” for the purposes of these Resolutions:

Furthermore, on motion duly made and seconded, the Board unanimously approved that the Treasurer be the single officer authorized by the Board to open accounts, and that the CEO and Isa Herico may be authorized signers with authority to be one of the two approvers required for checks in the amount of $5,000 and above.

These minutes were reviewed online and, on motion duly made and seconded, the above minutes were accepted unanimously.

Respectfully submitted,

s/ Isa Herico-Velasco

Recording Secretary