RESOLUTION OF THE BOARD OF DIRECTORS OF

INTERNATIONAL FUNCTIONS POINT USER GROUP, INCORPORATED

APPROVAL OF AMENDMENTS TO BYLAWS AND SUBMISSION TO MEMBERS

WHEREAS, the Board of Directors of the International Function Point Users Group, Incorporated (“IFPUG”) convened a duly noticed meeting held on the 13th day of June 2025, via secure virtual communication platform in accordance with the applicable provisions of the IFPUG Bylaws and applicable law, allowing all participants to hear one another simultaneously; and

WHEREAS, the Board has reviewed and discussed proposed amendments to the Bylaws of the organization, which are intended to improve governance, enhance operational clarity, virtual meetings for the Board and Members, and support the evolving needs of the organization and its Members; and

WHEREAS, the proposed amendments have been circulated to all Directors in advance of this meeting, in accordance with the notice requirements set forth in the Bylaws;

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby approves the following amendments to the Bylaws of IFPUG and authorizes the submission of such amendments to the general Membership for a vote, as required under Article XV of the current Bylaws:

Amendment 1: Article VII, Board of Directors, shall be amended to include the following new section:

Section 14. Term Limits and Mandatory Hiatus

No individual shall serve more than three (3) consecutive terms as a member of the Board of Directors. Upon the completion of three (3) consecutive terms, such individual shall be ineligible for re-election to the Board until at least one (1) full calendar year has passed following the conclusion of their most recent term.

For purposes of this Section:

• A “term” shall mean the full duration as defined in these Bylaws, regardless of whether the individual was elected or appointed.
• Service for a partial term of more than one-half (½) of the full term shall be deemed a full term.
• The one-year hiatus applies only to Board service and shall not preclude such individual from serving on committees, task forces, or in advisory roles during the interim.

After the one-year hiatus, the individual shall again be eligible for nomination and election to the Board, subject to all other applicable provisions of these Bylaws.

Amendment 2: Article VIII, Officers, shall be amended to include the following new section:

Section 8. Past President Hiatus from Board Service

Any individual who has served as President of the Corporation shall be ineligible to serve as a voting member of the Board of Directors for a period of one (1) year immediately following the conclusion of their term as immediate Past President. This one-year hiatus is intended to encourage leadership renewal, avoid undue influence, and promote diverse participation in governance.

Notwithstanding the foregoing, the immediate Past President may, during such one-year period:

1. Serve in a Non-Voting Advisory Role: The immediate Past President may be invited by the Board to serve in an ex officio, non-voting advisory capacity to ensure continuity and provide institutional knowledge.
2. Fill a Vacancy in Exceptional Circumstances: If the Board determines by a two-thirds (2/3) vote that extraordinary circumstances exist—such as an unexpected vacancy that jeopardizes the functioning or governance of the Corporation—the Past President may be appointed to temporarily serve as a voting member of the Board for the remainder of the unexpired term, provided that such service does not exceed six (6) months and is reported at the next annual meeting.
3. Continue Participation in Committees: The Past President may continue to serve on committees of the Corporation in any capacity, including as Chair, subject to the committee rules and appointments approved by the Board.

At the conclusion of the one-year hiatus, Past Presidents shall be eligible for nomination and election to the Board in accordance with these Bylaws.

Amendment 3: Article VIII, Officers, shall be amended to include the following new section:

Section 9. Geographic Diversity in Executive Leadership

In furtherance of the Corporation’s commitment to international representation and diverse leadership, the offices of President and Vice President shall not be held simultaneously by individuals who reside in and are nationals of the same country.

For purposes of this Section, a person’s "country" shall be defined as the country of their primary legal residence or, if different, the country of which they are a citizen or national, as determined by documentation reasonably acceptable to the Board of Directors.

In the event that an election or succession would result in a President and Vice President from the same country, the candidate receiving the next highest number of votes for the Vice President position (or President position, as applicable) who satisfies this geographic requirement shall be deemed elected, or the position shall remain vacant until a qualified individual is appointed or elected in accordance with these Bylaws.

This provision shall not apply retroactively to terms already in progress at the time of its adoption but shall govern all subsequent elections and appointments.

The following Officers certified that this resolution was APPROVED by the Board of Directors on the 13th day of June 2025.

Name: Roopali Thapar
Title: President

Name: Luigi Buglione
Title: Secretary