The undersigned, being all of the directors of Kuali Foundation, Inc. (the "Corporation"), an Indiana public benefit, non-profit corporation, pursuant to authority granted under the provisions of the Indiana Nonprofit Corporation Act of 1991, as amended (the "Act"), and the Corporation's Articles of Incorporation and By-Laws, hereby consent to the adoption of the following resolutions, and the actions specified therein to be taken, without a meeting: Designation of Incorporator and Approval of Articles of Incorporation

RESOLVED, that the Articles of Incorporation of the Corporation filed with the Indiana Secretary of State be, and they hereby are, approved and adopted as the Articles of Incorporation of the Corporation.

RESOLVED, FURTHER, that the acts and actions of the Incorporator in filing these Articles of Incorporation with the Indiana Secretary of State be, and they hereby are, ratified, confirmed and approved.

RESOLVED, FURTHER, that the Incorporator be, and he hereby is, authorized, empowered and directed, for and on behalf of the Corporation, to perform such other acts and execute and deliver such other documents as may be necessary or appropriate to complete the incorporation of the Corporation.

Adoption of By-Laws

RESOLVED, that the By-Laws of the Corporation, substantially in the form attached to these resolutions as Exhibit A be, and they hereby are, approved and adopted as the By-Laws of the Corporation and ordered inserted in the minute book of the Corporation.

Election of Officers

RESOLVED, that the following named persons be, and they hereby are, elected as officers of the Corporation to serve until the first annual meeting of the Board of Directors and until their successors are elected and qualified or until their earlier resignation, death or removal from office:

• Chair Bradley C. Wheeler
• Vice-Chair Joanne DeStefano
• Executive Director Barry Walsh
• Treasurer Charles Ingram
• Secretary Lee Belarmino

Authorization of Application for Exemption

RESOLVED, that the appropriate officers of the Corporation be, and they hereby are, authorized and empowered, for and on behalf of the Corporation, to prepare and file the Application for Recognition of Exemption on Internal Revenue Service ("IRS") Form 1023 with the IRS, together with all attachments and exhibits required.

RESOLVED, FURTHER, that the appropriate officers of the Corporation be, and they hereby are, authorized and empowered, for and on behalf of the Corporation, to make any changes to such Articles of Incorporation and By-Laws, necessary to obtain the approval thereof by the IRS or any other governmental authority.

Compensation Principles

RESOLVED, in order to be good stewards of our financial and human resources, and to comply with general accepted principles and institutional policies, effective 7/1/2010 the Foundation Board has adopted the following principles about compensation of individuals working on Kuali and its projects:

1. The Kuali Foundation complies with stated institutional policies for employees of each institution.
2. For any compensation changes that are requested or initiated from a Kuali project, there will be full disclosure between the individual, that person’s supervisor at their institution, and the Kuali Project Manager.
3. Kuali project planning should be based on the expectation of a standard 40-hr work week per FTE. The Kuali Foundation recognizes exempt staff often work more than 40 hours per week and that devoting extra hours is not sufficient cause for additional compensation of exempt employees.
4. Completion of work by a tendered resource for a Kuali project according to the MoU is also not cause for additional compensation.
5. There may be some cases where an individual takes on a significant additional responsibility well beyond the obligations of the MoU, and these cases may be considered for additional compensation by mutual agreement of the Project and the institution.
6. In most cases, the additional compensation should be paid by the institution and reimbursed by Kuali, so as to ensure full transparency and compliance with institutional policies.
7. Notwithstanding all of the above, for institutions that have merit- or performance-based employee assessment and/or compensation, employing institutions are encouraged to ensure full participation of Kuali Project management into the performance assessment of tendered resources. This is essential to ensure that employees engaged in Kuali projects are not disadvantaged by such participation and the potential lack of direct institutional supervision.

APPROVED BY KUALI FOUNDATION BOARD ON July 14, 2010

General

RESOLVED, that the appropriate officers of the Corporation be, and they hereby are, authorized and empowered, for and on behalf of the Corporation, to execute, deliver and file such documents, certificates and other writings and to take additional action as may be necessary or appropriate in the discretion of such officers to carry out the intent and purpose of the foregoing resolutions.

IN WITNESS WHEREOF, the undersigned being all of the directors of Kuali Foundation, Inc., have adopted the foregoing resolutions to be effective as of the _____ day of _______________, 2006. This written consent may be executed in more than one counterpart, each of which shall be deemed an original and all of which, when taken together, shall constitute one document.