1998-09-24.2: Powers of the Treasurer

September 24th, 1998

On this 24th day of September, 1998, at a duly called and held meeting of the Board of Directors (the "Board") of Software in the Public Interest, Inc. (the "Company"), the following matters were considered, discussed, and decided, for the purpose of adopting the following Resolutions, all in accordance with the Company's Bylaws, Charter, and applicable laws:

WHEREAS, the Board has been duly constituted of four members, Ian Jackson, Martin Schulze, Dale Scheetz, and Nils Lohner;

WHEREAS, the Company is continuing to conduct its business and desires to continue conducting its business under the Board, as so constituted;

WHEREAS, the Board wishes to restate certain fundamentals of the Company's organization, purpose, records and activities which were not clearly previously defined and/or which are not accurately known to the present members of the Board:

RESOLVED, that the Secretary of the Company is hereby authorized and empowered to prepare a role of shareholders ("members") in the Company, based on the best information available to the Secretary, and such role so prepared shall be and is the definitive role of the members of the Company:

FURTHER RESOLVED, that each of the members listed on such role shall be hereafter notified by the officers of the state of the Company, including the identity of the current members of the Board of Directors and such other matters as the officers, or any of them, deem important;

FURTHER RESOLVED, that effective immediately, the treasurer of the Company, or any officer of the Company he appoints, acting together or alone, is authorized and empowered, for and on behalf of the Corporation:

  1. to designate one or more banks, trust companies, investment brokers or other financial institutions (hereinafter called "Depositories") as Depositories for funds of the Corporation;

  2. to establish and discontinue relationships with any Depositories, including opening and closing bank, custody and other accounts with any Depositories;

  3. to impose and change restrictions pertaining to accounts of the Corporation held by Depositories;

  4. to designate names of persons whose manual or facsimile signature or signatures shall be affixed to checks, drafts or other orders for the payment of money, which are thereafter drawn against an account of the Corporation with the depository addressed in such designation, and to change same from time to time;

  5. to execute agreements relating to wire transfers and other fund transfers to/from the Corporation's accounts, upon such terms and conditions as seem proper to them;

  6. to designate names of persons authorized to effect, initiate and/or confirm wire transfers and fund transfers on behalf of the Corporation from and/or to accounts of the Corporation, and to change same from time to time;

  7. to execute agreements for investment of the Corporation's funds, including but not limited to sweep agreements, upon such terms and conditions as seem proper to them; and

  8. to designate names of persons authorized to give written or verbal orders or instructions to Depositories of the Corporation with respect to purchase, sale and delivery of securities and any other investment transactions, and to change same from time to time.

RESOLVED, that the officers of the Corporation be, and each is hereby directed to take such actions as any of them deem necessary or appropriate to carry out the intent of the above resolution; and

RESOLVED FURTHER, that any and all actions heretofore or hereafter taken by any such officer or officers within the meaning of any of the foregoing resolutions be, and hereby are, ratified and confirmed as the acts and deeds of the Corporation.

FURTHER RESOLVED, that each of the officers of the Corporation be, and each acting singly hereby is, authorized and empowered to take or cause to be taken all such further action and to sign, execute, acknowledge, certify, attest, deliver, accept, record and file all such further instruments in the name and on behalf of the Corporation as they may deem necessary, desirable or advisable in order to carry out the intent of and to accomplish the purposes of the foregoing resolutions.

FURTHER RESOLVED, that any and all other actions heretofore or hereafter taken by any officer or officers of the Corporation within the meaning of any of the foregoing resolutions be, and hereby are, ratified and confirmed as the acts and deeds of the Corporation.

IN WITNESS THEREOF, the undersigned Secretary has executed these Resolutions to evidence the actions of the Board of Directors on this 24th day of September, 1998.