Ternary Software, Inc

RESOLUTION OF [COMPANY NAME]

TO ADOPT THE HOLACRACY™ OPERATING SYSTEM

WHEREAS, the Board of Directors (the “Board”) of [COMPANY NAME] (the “Company”) wishes the Company to adopt the Holacracy™ Operating System as its method for governing and operating the Company,to the extent permitted by the Company’s current bylaws and applicable law; and

WHEREAS, the Board wishes to use the Holacracy™ Integrative Decision-Making Process for decision-making of the Board, to the extent permitted by the Company’s current bylaws and applicable law;

NOW, THEREFORE, it is hereby

RESOLVED, that the Board hereby ratifies the Holacracy™ Constitution, attached to this resolution as Exhibit A (the “Constitution”), as the operating system for the Company, including adopting and requiring all rules and processes specified therein, with the Ratifiers hereby defined as this Board and the Anchor Circle hereby defined as follows:

Circle Name:______

Lead Link:The Company’s President, currently ______.

Purpose:[PURPOSE]

Scope:[SCOPE]

and be it FURTHER RESOLVED, that the Board hereby authorizes and directs the Lead Link named above to enact and maintain the rules and processes described in the Constitution within the Anchor Circle, as well as to define the Initial Structure within and below the Anchor Circle and to enact and ensure the maintenance of the rules and processes described in the Constitution within all circles so defined or as otherwise may be created from time to time in alignment with the terms of the Constitution; and be it

FURTHER RESOLVED, that the Board hereby agrees to use the Holacracy™ Integrative-Decision Making Process, as defined in the Constitution, for all further decisions of the Board, to the extent permitted by the Company’s bylaws and applicable law, until otherwise decided by due process of the Board; for the purposes of such Integrative Decision-Making Process used by the Board, “Facilitator” shall mean the Board’s Chairman, “Circle” shall mean this Board, and “Circle Member” shall mean any current and duly-appointed member of the Board as well as the Lead Link and Rep Link of the Anchor Circle.

IN WITNESS WHEREOF, I subscribe my name hereunder to attest that this Board has so adopted the above resolutions by due process of the Board this ____ day of ______, _____.

______

[INSERT NAME], Chairman

EXHIBIT A

HOLACRACY™ CONSTITUTION

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