Resolution 1998-09-24.1: Board Member Appointments

September 24th, 1998

The undersigned, being the sole director of Software in the Public Interest, Inc. (the "Company"), does hereby adopt the following resolutions to the same extent and with the same force and effect as if adopted at a formal meeting of the Board of Directors (the "Board), duly called and held for the purpose of acting upon a proposal to adopt such Resolutions:

WHEREAS, Ian Murdock, Bruce Perens, and Timothy P. Sailer have resigned their seats as members of the Board of Directors of the Company;

WHEREAS, I, Ian Jackson, as the sole remaining member of the Board of Directors, desire to hereby appoint myself as Chairman of the Board, in accordance with the procedures in the ByLaws of the Company;

WHEREAS, I, Ian Jackson, as the sole remaining member of the Board of Directors, desire to hereby appoint three new members to the Board of Directors to fill the seats vacated by the three resigning members, in accordance with the ByLaws of the Company:

RESOLVED, that, in accordance with the ByLaws of the Company, I, Ian Jackson, the sole member of the Board of Directors of the Company, hereby appoint the following three new members to the Board:

  1. Martin Schulze
  2. Dale Scheetz
  3. Nils Lohner

FURTHER RESOLVED, that each of the new members of the Board is hereby and is authorized, empowered and directed, in the name and on behalf of the Company, to conduct the day to day and ordinary and normal course business of the Company in accordance with the ByLaws, including, without limitation, to take actions and act with and in respect of the bank accounts and other accounts of the Company;

FURTHER RESOLVED, that, in accordance with the ByLaws, each of the new members of the Board is hereby named and appointed as an officer of the Company, as follows:

  • President: Ian Jackson
  • Vice President: Martin Schulze
  • Secretary: Dale Scheetz
  • Treasurer: Nils Lohner

FURTHER RESOLVED, that, to the extent as may be necessary to effect and evidence the foregoing, each of such officers is hereby authorized, empowered and directed, in the name and on behalf of the Company, to make and have made any and all amendments, revisions, modifications, or changes as may be necessary, to the corporate records and documents of the Company, in order to reflect the actions of the Board herein;

FURTHER RESOLVED, that the officers of the Company be and they hereby are authorized and directed to do all acts and things which may be necessary or proper to effect the intent of these resolutions.

IN WITNESS THEREOF, the undersigned director has executed these Unanimous Consent Resolutions effective this 24th day of September, 1998.