Resolution:Audit charter amendment November 2009

Be it resolved, that the Audit Committee Charter be amended as follows:

(1) The “MEMBERSHIP” section of the Audit Committee Charter, which now reads,''

''“Appointment to the Committee, including the designation of the Chair of the Committee and the designation of any Committee members as “Audit Committee financial experts”, shall be made on an annual basis by the Chair of the Board of Trustees. The Audit Committee is comprised of at least one Trustee determined by the Board to meet independence and financial literacy requirements. Any Audit Committee members who are not Trustees must meet the same disclosure and certification requirements required of Trustees by the Foundation's Conflict of Interest Policy. The Chair of the Board of Trustees and the Executive Director of the Foundation also serve on the Audit Committee, both without vote.”''

shall be amended to read as follows:

"Appointment to the Committee, including the designation of the Chair of the Committee and the designation of any Committee members as “Audit Committee financial experts”, shall be made on an annual basis by the Chair of the Board of Trustees. The Audit Committee is comprised of at least one Trustee determined by the Board to meet independence and financial literacy requirements. Any Audit Committee members who are not Trustees must meet the same disclosure and certification requirements required of Trustees by the Foundation's Conflict of Interest Policy. The Chair of the Board of Trustees and the Executive Director of the Foundation also serve on the Audit Committee, both without vote."

(2) The word “Bylaws” shall be capitalized throughout the Charter, and the word “Foundation” should be substituted for “organization,” and other cosmetic or grammatical changes should be made as necessary to conform to these changes.

Approved: 8-0. In favor: Michael, Stu, Jan-Bart, Kat, Ting Arne, Matt, Samuel. Abstained: Jimmy