Board Resolution 2 - Amendment of Bylaws

RESOLUTION NUMBER 2

A RESOLUTION TO APPROVE AMENDMENT OF BYLAWS

WHEREAS, the Board of Directors of the Open Web Foundation deems it to be in the best interests of the Foundation that the following actions be taken by the Directors of this corporation pursuant to this Resolution;

NOW, THEREFORE, BE IT RESOLVED that, pursuant to applicable law, the undersigned, being all of the Directors of this corporation hereby consent to, approve, and adopt the following:

AMENDMENT OF BYLAWS:

BE IT FURTHER RESOLVED, that Article V, Section 4 of the Bylaws of this corporation is hereby amended to delete such Section in its entirety and replace such Section with the following:

Section 4: The corporation shall have eight (8) directors. The number of directors shall be fixed by the members at each annual meeting of members.

BE IT FURTHER RESOLVED that all other provisions of the Bylaws as adopted shall remain in effect and the foregoing amendment shall be incorporated into the standing Bylaws of the Open Web Foundation.

PASSED AND ADOPTED this the 31st day of March 2009 by a unanimous vote of the Board of Directors of the Open Web Foundation:

• • Eran Hammer-Lahav, Director: Yes

  • DeWitt Clinton, Director: Yes

  • Gabe Wachob, Director: Yes

  • Ben Laurie, Director: Yes

  • Scott Kveton, Director: Yes

  • Chris Messina, Director: Yes

  • David Recordon, Director: Yes

Signed and dated by the President of the Board of Directors of the Open Web Foundation on this the 31st day of March, 2009.

ATTEST:

Signature: Brady Brim-DeForest [sig]

Name: Brady Brim-DeForest

Secretary of the Board

APPROVED:

Signature: David Recordon [sig]

Name: David Recordon

President of the Board

CERTIFICATION

I HEREBY CERTIFY that the foregoing is a true and correct copy of a resolution regularly presented to and adopted by the Board of Directors of the Open Web Foundation via a roll call mailing-list vote held between the 28th and 31st days of March, at which a quorum was present and voted, and that such resolution is duly recorded in the minute book of this corporation; that the officers named in said resolution have been duly elected or appointed to, and are the present incumbents of the respective offices set after their respective names; and that the signatures set above their respective names are their true and genuine signatures.

Brady Brim-DeForest

Secretary of the Board