RESOLUTION OF THE BOARD OF DIRECTORS OF

INTERNATIONAL FUNCTIONS POINT USER GROUP, INCORPORATED

APPROVAL OF AMENDMENT TO BYLAWS AND SUBMISSION TO MEMBERS BALLOT

TO BE VOTED ON BY IFPUG MEMBERS VIA ELECTRONIC BALLOT NO LATER THAN JUNE 15, 2026 5PM ET

WHEREAS, the Board of Directors of the International Function Point Users Group, Incorporated (“IFPUG”) convened a duly noticed meeting held on the 8th day of May, 2026, 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 amendment 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: Addendum A Requirements for Nominations, shall be amended to include the following new section: Affiliations & Diversity Consideration

• As part of the eligibility criteria for Board elections, and to promote independence of judgment and fair diversity of representation on the Board, no more than one(1) Directors may, at any time, be affiliated with, employed by, or formally represent the same organization; and no more than three(3) Directors may, at the same time, be affiliated with the same country (may simultaneously reside in, or hold citizenship of the same country).
• For the purposes of this eligibility criterion, an organization includes, but is not limited to, a company or corporate group (as defined in Article Board of Directors, Section I, Limit 1), university or academic institution, federal or national government, other governmental body, or equivalent public or private institutions.
• The application of this criterion shall be assessed by the Nominations Committee as part of the Board election and nomination process. The Nominations Committee shall compare the nominations received alongside overall current Board composition and shall make recommendations to the Board to promote balanced representation, independence, and appropriate diversity of perspectives.
• Where questions or ambiguities arise regarding a candidate’s eligibility under this criterion, the Nominations Committee shall review the circumstances and determine eligibility, documenting its rationale. The goal here is to balance the Board with qualified and diverse representation.
• Note: These thresholds are intended to guide balanced Board composition over time and shall be applied prospectively, without requiring the removal of serving Directors.

RESOLVED FURTHER, that the amendments set forth above shall be submitted to the Members of IFPUG for approval in accordance with Article XV of the Bylaws, requiring an affirmative vote of a majority of the Members casting ballots.

RESOLVED FURTHER, that notice of the proposed amendments and voting procedures shall be provided to the Members in accordance with the applicable provisions of the Bylaws, and that voting may be conducted electronically or by other secure means approved by the Board.

RESOLVED FURTHER, that the Secretary is hereby authorized and directed to:

• Update the official Bylaws upon certification of Member approval;
• Maintain an accurate record of all Board and Member votes on the amendments; and
• Ensure proper filing and publication of the amended Bylaws as required.