Resolution 2001-09-17.br.2 Board Meeting Attendance Policy

The resolution below has been accepted and approved by the Board of
Directors of Software in the Public Interest, Inc. at the board
meeting on October 22, 2001.

It replaces resolution 2001-09-17.br, and contains the following
changes:

- In the RESOLVED clause change 'Corporate officers' to 'Board members'
- Change:
3) The attendance status of a Board member who participates in a
meeting from the time it is called to order until it is adjourned
shall be marked as "present" in the official meeting minutes. A Board
member who is not present when the meeting is called to order shall be
marked as "absent" in the official meeting minutes.
- remove the following last two sentences from 4):
"Such a motion must be voted on at the meeting. All Board members are
eligible to vote, and a simple majority is required to pass the
motion."

--------------------------------------------------------------------
Resolution 2001-09-17.br.2
Board Meeting Attendance Policy
--------------------------------------------------------------------

WHEREAS, the viablity and sustentation of Software in the Public
Interest, Inc., is to a large degree dependent upon attentive and active
board members and corporate officers;

RESOLVED, that the following attendance policy for the Board members of
Software in the Public Interest, Inc. ("SPI") shall be enacted and
subsequently enforced until amended or repealed:

1) A meeting for the purposes of this resolution and attendance policy
is defined by Article Four of the Corporate Bylaws;

2) A Board member's attendance status at any meeting must be one of the
following: "present", "absent, with regrets", or "absent".

3) The attendance status of a Board member who participates in a meeting
from the time it is called to order until it is adjourned shall be
marked as "present" in the official meeting minutes. A Board member who
is not present when the meeting is called to order shall be marked as
"absent" in the official meeting minutes.

4) A Board member need not be present and participating for the entirety of
a meeting, but in the event of any noteworthy periods of absence or
inactivity during the meeting, the person presiding over the meeting has
the power to make a motion for the member to be marked as "absent, with
regrets" or "absent" in the official meeting minutes.

5) A Board member shall notify the President or Board of Directors in
case said member is unable to be present at the time the meeting is
called to order. Such notice must be received by the President or Board
of Directors prior to the time said meeting is called to order to be
valid, and should explain why the member is unable to attend. Members
who have thus given proper advance notice of their absence shall have
their attendance marked as "absent, with regrets" in the official
meeting minutes.

6) Each Board member's attendance record shall be accounted for over a
period of one year ("accounting period") and shall be counted from the
beginning of said member's term of office, or from the end of the previous
accounting period, whichever is more recent.

7) An attendance status of "absent, with regrets" shall count as one-half
absence for the purposes of this attendance policy.

8) Any Board member who accrues two or more consecutive absences (i.e.
is marked "absent" in the meeting minutes) or four total absences within
the accounting period can be subjected to a motion of removal from the
Board of Directors. This motion may be made by any Board member present
at the meeting. All Board members are eligible to vote, and a simple
majority is required to pass the motion.

9) If the motion for removal passes, the Board member will be expected to
transfer any materials relating to his or her position to the President or
President's designee. If the Board member is an officer, a resolution
appointing a new person to the position should be passed as soon as
possible.

FURTHER RESOLVED, that any sitting Board members at the time this
resolution is ratified shall be regarded as beginning their attendance
periods as of the date of the ratification of this resolution.