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      THE APACHE SOFTWARE FOUNDATION

      WRITTEN CONSENT OF SOLE INCORPORATOR
      IN LIEU OF ORGANIZATIONAL MEETING

      The undersigned, being the sole incorporator of The Apache Software Foundation, a Delaware corporation (the "Corporation"), does hereby adopt, consent to, and approve in writing the following resolutions pursuant to the provisions of Section 108 of the Delaware General Corporation Law.

      Election of Directors.

      NOW, THEREFORE, BE IT RESOLVED, that the persons listed immediately below be and hereby are elected as the directors of the Corporation, each to serve in such capacity in accordance with and subject to the Bylaws of the Corporation until his or her death, resignation, retirement, removal or disqualification or until his or her successor is elected and qualified.

      DirectorBusiness Address
      Brian Behlendorf (elided)
      San Francisco, CA, U.S.A.
      Ken Coar (elided)
      Raleigh, NC, U.S.A.
      Roy T. Fielding (elided)
      Laguna Beach, CA, U.S.A
      Ben Hyde (elided)
      Arlington, MA, U.S.A.
      Jim Jagielski (elided)
      Forest Hill, MD, U.S.A.
      Ben Laurie (elided)
      London, England, U.K.
      Sameer Parekh (elided)
      Berkeley, CA, U.S.A.
      Randy Terbush (elided)
      Lincoln, NE, U.S.A.
      Dirk-Willem van Gulik (elided)
      European Commission, Italy

      NOW, THEREFORE, BE IT FURTHER RESOLVED, that the directors named above be and hereby are charged with completing the organization of the Corporation including, without limitation, the adoption of the Corporation's initial Bylaws.

      The undersigned, by executing this Consent, does hereby direct that this document be filed with the minutes and proceedings of the Corporation and agrees that the actions taken in the foregoing resolutions shall have the same force and effect as if taken at a duly constituted meeting of the incorporator of this Corporation.

      The above actions shall be effective as of the 1st day of June, 1999.

      Date: 05 April 1999

      (signed)
      Roy T. Fielding, Incorporator ըapp