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MINUTES OF ACTION OF THE BOARD OF DIRECTORS <br />OF <br />ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. <br />TAKEN WITHOUT A MEETING BY UNANIMOUS WRITTEN CONSENT <br />September 2, 2008 <br />The actions described in these Minutes of Action were taken by the Board of <br />Directors of the above-named Corporation by unanimous written consent pursuant to <br />provisions in the Corporation's Bylaws permitting such action be taken. <br />The Directors hereby adopt the following recitals, resolutions, and statements: <br />Delegation of Authority to Agents <br />WHEREAS, the Board of Directors deems it to be in the best interest of the <br />Corporation to authorize any Director, whether acting alone or jointly with <br />any other Director, to delegate for exercise during aperiod of absence by both <br />the President and the Secretary, the authority to specific employees to act as <br />agents for and on behalf of the Corporation in connection with certain matters <br />and for a limited period of time, all as specified in the written delegation of <br />such authority. <br />NOW BE IT RESOLVED: That Jack Dangermond and Laura Dangermond, <br />or either of them acting alone, as Directors, shall be and each hereby is, <br />authorized to appoint by written delegations of authority, specifically named <br />individuals thereby authorized as agents for the Corporation to negotiate and <br />to sign business documents including, but not limited to, contracts, wire <br />transfer instructions, bank checks, and drafts or other orders for payment on <br />behalf of the Corporation, provided that each authority so delegated shall be <br />exercisable only for the limited time period specified in the written delegation <br />of such authority signed by the delegating Director(s). <br />Page I of 2 <br />