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UNANIMOUS WRITTEN CONSENT of the BOARD OF DIRECTORS of OPEN SOURCE ENDOWMENT FOUNDATION

The directors of Open Source Endowment Foundation, a Delaware nonprofit nonstock corporation, in accordance with the authority provided in Section 141(f) of the General Corporation Law of the State of Delaware and Article IV, Section 12, of the Bylaws of this corporation, hereby adopt the following resolutions and consent to taking the following actions without a meeting of the Board:

WHEREAS the sole incorporator of this corporation, Chad Whitacre, has executed an Action of Sole Incorporator, dated 3/31/2025, a copy of which is attached to this Consent, electing the directors of this corporation, adopting the Bylaws, and taking certain other actions to perfect this corporation; and

WHEREAS the directors have reviewed the above actions taken by the incorporator, and desire to take additional actions related to the formation of this corporation.

NOW, THEREFORE, IT IS RESOLVED that the following individuals shall hold the offices set forth opposite their names:

  • Konstantin Vinogradov – Chair of the Board
  • Chad Whitacre – Secretary
  • Maxim Konovalov – Treasurer
  • Jonathan Starr – Executive Director

RESOLVED FURTHER that the actions taken by the incorporator and the decisions reflected in the Action of Sole Incorporator are confirmed and approved, and the Secretary is hereby directed to cause the Action of Sole Incorporator to be filed in this corporation’s minute book.

RESOLVED FURTHER that this corporation’s members (via authorized representatives as needed), directors, and officers are authorized to send e-mail(s) to this corporation’s officers indicating whether or not they approve of a given action.

RESOLVED FURTHER that each director hereby consents to receiving electronically transmitted notices and communications from this corporation at the e-mail address set forth below his or her signature.

RESOLVED FURTHER that this corporation shall establish its corporate financial account(s) at one or more financial institutions as selected by the Chair of the Board of this corporation, in consultation with the Executive Director.

RESOLVED FURTHER that the form of resolution required by the selected institution(s) in order to establish the account(s) is hereby adopted, and the Executive Director is authorized to so certify to such institution(s).

RESOLVED FURTHER that each of the Executive Director and the Chair of the Board is hereby authorized to act as sole signatory on the account(s), for purposes of checks, electronic transfers, or any other transfer of funds, provided that the signature of a second officer shall be required for expenditures in excess of $10,000.00.

RESOLVED FURTHER that the Executive Director is hereby authorized to sign contracts on behalf of the corporation.

RESOLVED FURTHER that the Chair of the Board is hereby authorized and directed to consult with this corporation’s legal counsel for nonprofit corporate and tax-exempt status matters, and to execute and file or cause to be filed all necessary applications for exemption for this corporation from state and federal taxes with the appropriate state and federal tax authorities, and to pay all necessary legal and filing fees associated with such actions.

RESOLVED FURTHER that the principal place of business of this corporation shall be located at 74 E Glenwood Ave Unit #5756, Smyrna, DE 19977.

RESOLVED FURTHER that any officer of this corporation, or an individual authorized by any such officer, is directed to make annual filings with and as required by the Delaware Secretary of State (including the Annual Report), and the regulators of any other states in which this corporation conducts business or holds assets, to the extent such requirements apply.

RESOLVED FURTHER that the Conflict of Interest Policy, a copy of which is attached to this consent, is hereby adopted. The Secretary of this corporation is authorized and directed to cause a copy of the Conflict of Interest Policy to be inserted in this corporation’s minute book.

RESOLVED FURTHER that the Conflict of Interest Policy and its continuing administration shall be reviewed annually by the Board; that this corporation’s directors, officers, and, if applicable, staff are hereby directed to act in accordance with the provisions of the Conflict of Interest Policy; and the Board charges the Secretary with collecting an acknowledgment and financial interest disclosure statement from each person required to provide this information pursuant to the Conflict of Interest Policy, in the form attached to it.

RESOLVED FURTHER that the officers of this corporation are authorized and directed to review proposals from accounting firms to prepare its tax returns for the current tax year and future years, and to recommend an accounting firm to be engaged by this corporation for final approval by the Board of Directors.

RESOLVED FURTHER that Amy Parker is hereby appointed as a Board Advisor to provide such input to the directors and officers of the corporation as they may request from time to time.

RESOLVED FURTHER that in establishing the financial accounts of the organization, the officers of this corporation are authorized to establish additional accounts to segregate funds with specific restrictions or purposes, including establishing a separate bank account for donations to this corporation’s endowment fund.

RESOLVED FURTHER that any and all actions previously taken by any officer of this corporation or by any individual authorized by an officer of this corporation, to implement the purposes, but within the limitations, of the above resolutions, are hereby ratified and affirmed as the acts of this corporation.

IN WITNESS WHEREOF, all of the directors consent to the foregoing resolutions on (a) the dates set forth opposite their respective signatures below, or (b) the dates on which they submitted their electronic approval of this consent via e-mail to an officer of this corporation attached hereto. Such execution may be in counterparts.

Dated: 4/1/2025
Konstantin Vinogradov, Director

Dated: 3/31/2025
Chad Whitacre, Director

Dated: 3/31/2025
Maxim Konovalov, Director