Action by Unanimous Written Consent of the Directors of 
Noisebridge
a California Nonprofit Public Benefit Corporation

The undersigned directors of Noisebridge, a California nonprofit public benefit corporation (hereinafter the "Corporation"), acting by unanimous written consent without a meeting under Corporations Code section 5211(b) and the bylaws of the Corporation, hereby consent to serve as directors, accept the resignation of the incorporator, and adopt the following resolutions:
1. Acts of Incorporator

RESOLVED, that any and all acts taken by the incorporator are hereby ratified and confirmed.

2. Filing of annual statement

RESOLVED that:
a. The secretary of this Corporation is authorized and directed to prepare and to file or cause to be filed with the Secretary of State the necessary statement in compliance with Corporations Code section 8210; and

b. The secretary is directed to insert a copy of that statement in the minute book following the minutes of this meeting.

3. Selection of annual accounting period and accounting method

RESOLVED that the first fiscal year of this Corporation shall commence on October 2, 2008 and shall end on December 31, 2008 and thereafter the Corporation's fiscal year shall end on December 31st of each year.

RESOLVED that the Corporation shall utilize the accrual method of accounting for all tax reporting requirements, unless otherwise required by law.

4. Establishing principal executive office

RESOLVED that 83C Wiese, San Francisco, CA 94103, is designated as the principal executive office of this Corporation.

5. Establishing bank accounts

RESOLVED that:
a. The officers of the Corporation are authorized to obtain a federal I.D. number and take all other steps necessary to establish an account or accounts, on terms and conditions as agreed on with a bank or banks the officers choose.

b. The Corporation's employment taxes trust funds shall be deposited with an appropriate financial institution.

c. All checks, drafts, and other instruments obligating the Corporation to pay money, including instruments payable to officers or other persons authorized to sign them, shall be signed on the Corporation's behalf by any of the officers.

d. The standard form of corporate resolution required by the Corporation's bank for opening a corporate account, as presented in this meeting, a copy of which is attached to these minutes, is adopted as the resolution of the board of directors; the secretary is directed to obtain the necessary signatures, execute the necessary certifications, and take such other steps as needed to open this account.

6. Ratification of Bylaws

RESOLVED that:
a. The bylaws adopted by the incorporator of this Corporation are approved; and

b. The secretary of this Corporation is authorized and directed to execute a certificate of the adoption of those bylaws, to insert those bylaws as so certified in the minute book of this Corporation, and to cause a copy of those bylaws, as they may be amended from time to time, to be kept and maintained at the principal executive office of this Corporation.

7. Payment of Expenses of Incorporation

RESOLVED that the officers are authorized and directed to pay the expenses of incorporation and organization and to reimburse the persons advancing funds to the Corporation for this purpose.

8. Establishing Agent for Service of Process

RESOLVED that Rachel McConnell is approved as this Corporation's agent for service of process in California.

9. Filing for Tax Exempt Status

RESOLVED that the officers are directed to undertake all necessary filings for the purposes of establishing the Corporation as a tax exempt entity recognized under Internal Revenue Code § 501(c)(3) and under applicable California law, including any and all filings with the California Franchise Tax Board, the Internal Revenue Service, the California Attorney General's office and any other agency.

10. Keeping Secretary of State and Attorney General Informed

RESOLVED, that the Corporation shall keep the Secretary of State's office properly informed as to any changes in the Corporation's agent for service of process.

RESOLVED FURTHER, that the Corporation shall file the required forms with the State Attorney General and keep that office properly informed as to the Corporation's status.

11. Authorization to enter into Contracts

RESOLVED FURTHER, that the President of the Corporation is authorized to enter into agreements for the benefit of the Corporation in amounts not to exceed $1000.00 in the aggregate for any single transaction or series of related transactions.

12. Authorization to assume lease

RESOLVED FURTHER, that the Corporation shall assume the lease on 83C Weise, San Francisco CA 94103, from the individuals of the board, and that any board member or officer may sign this lease on behalf of the Corporation.

This consent may be signed in counterparts.

Dated:___________________________	_____________________________________
	Jacob Appelbaum, Director

Dated:___________________________	_____________________________________
	Mitch Altman, Director

Dated:___________________________	_____________________________________
	Noah Balmer, Director

Dated:___________________________	_____________________________________
	Andrew Isaacson, Director

Dated:___________________________	_____________________________________
	Rachel McConnell, Director