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                                                                     EXHIBIT 4.2

                        BINDVIEW DEVELOPMENT CORPORATION

                   UNANIMOUS CONSENT OF THE BOARD OF DIRECTORS

                        RIGHTS DIVIDEND/RIGHTS AGREEMENT

         Pursuant to Article 9.10B of the Texas Business Corporation Act
("TBCA"), the undersigned, being the directors of BindView Development
Corporation, a Texas corporation (the "Company"), in lieu of a special meeting
of the directors of the Company, the call and notice of which are hereby waived,
do hereby consent to the adoption and adopt the resolutions set forth on Annex A
attached hereto.

         IN WITNESS WHEREOF, the undersigned have executed this consent
effective as of September 17, 2001.

                                     DIRECTORS:


                                     -------------------------------------------
                                                   Peter L. Bloom


                                     -------------------------------------------
                                                Richard A. Hosley II


                                     -------------------------------------------
                                                  Edward L. Pierce


                                     -------------------------------------------
                                                   Eric J. Pulaski



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                                                                         ANNEX A

                        RIGHTS DIVIDEND/RIGHTS AGREEMENT


Recitals

         WHEREAS, the Board of Directors deems it desirable and in the best
interests of the Company and its stockholders that actions be taken to preserve
for the Company's stockholders the long-term value of the Company in the event
of a potential takeover or other action which appears to the Board of Directors
to be coercive, unfair or otherwise not in the best interests of the Company and
its stockholders; and

         WHEREAS, the Board of Directors believes that a distribution of a
dividend to the Company's stockholders of rights to purchase shares of a newly
established series of the Company's Preferred Stock, $0.01 par value, to be
designated "Series A Preferred Stock", upon the terms and subject to the
conditions hereinafter provided will contribute to the preservation of the
Company's long-term value for its stockholders.

Declaration of Rights Dividend; Rights Agreement

         NOW THEREFORE BE IT RESOLVED, that the Board of Directors of BindView
Development Corporation (the "Company") hereby declares that a dividend of one
right for each share of the Company's Common Stock, no par value (the "Common
Stock"), be distributed on September 21, 2001, to holders of record of the
Common Stock issued and outstanding at the close of business on such date (the
"Rights"), each Right representing the right to purchase one one-hundredth
interest in a share of the Company's Series A Preferred Stock (a "Unit") upon
the terms and subject to the conditions set forth in the form of Rights
Agreement presented to this meeting, which agreement is hereby approved (the
"Rights Agreement").

         RESOLVED, that the exercise price of the Rights shall be $11.00 per
Right, the redemption price therefor shall be $.001 per Right, and, if the
Company has not redeemed them prior to such time, the Rights shall no longer be
exercisable after September 17, 2011, all as more fully set forth in the Rights
Agreement.

         RESOLVED, that the form, terms and provisions of the Rights Agreement,
substantially as presented at this meeting with such modifications therein as
shall be approved by the Chairman of the Board, the Chief Executive Officer, the
President, Chief Financial Officer, any Vice President or any other appropriate
officer of the Company with the concurrence of counsel, be, and they hereby are,
approved and adopted in all respects.

         RESOLVED, that the Chairman of the Board, the Chief Executive Officer,
the President, Chief Financial Officer or any Vice President of this Company be,
and each of them hereby is, authorized in the name and on behalf of this Company
to execute the Rights Agreement with such modifications as the officer or
officers executing the same shall approve with the concurrence of counsel, such
approval to be conclusively evidenced by the execution and delivery of the same
to the Rights Agent thereunder.




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Right Certificates

         RESOLVED, that Rights and certificates evidencing the Rights which
shall be substantially in the form set forth in the Rights Agreement with such
modifications therein as shall be approved by the Chairman of the Board, the
Chief Executive Officer, the President, Chief Financial Officer, any Vice
President or any other appropriate officer of the Company with the concurrence
of counsel (the "Right Certificates") shall be issued and delivered to the
holders of Common Stock as contemplated by the terms of the Rights Agreement.

         RESOLVED, that the Right Certificates and the certificates evidencing
Units or shares of Series A Preferred Stock (the "Series A Preferred Stock
Certificates") shall be signed by the Chairman of the Board, the President,
Chief Financial Officer or any Vice President and the Secretary or an Assistant
Secretary of this Company under its corporate seal (which may be in the form of
a facsimile of the seal of the Company); provided that each such signature of
the Chairman of the Board, the Chief Executive Officer, the President, Chief
Financial Officer, a Vice President, the Secretary or an Assistant Secretary
may, but need not, be a facsimile signature imprinted or otherwise reproduced on
the Right Certificates or the Series A Preferred Stock Certificates, and that
this Company adopts for such purpose the facsimile signature of the present or
any future Chairman of the Board, the President, Chief Financial Officer, Vice
President, Secretary and Assistant Secretary of the Company, notwithstanding the
fact that at the time the Right Certificates or the Series A Preferred Stock
Certificates shall be authenticated and delivered or disposed of such person
shall have ceased to be such officer.

         RESOLVED, that the officers of this Company be, and they hereby are,
authorized to execute on behalf of this Company and under its corporate seal
(which may be in the form of a facsimile of the seal of the Company) new or
duplicate Right Certificates and Series A Preferred Stock Certificates issued to
replace lost, stolen, mutilated or destroyed Right Certificates and Series A
Preferred Stock Certificates, such Right Certificates as may be required for
exchange, substitution or transfer as provided in the Rights Agreement in the
manner and form to be required in, or contemplated by, the Rights Agreement, and
such Series A Preferred Stock Certificates as may be required for exchange,
substitution or transfer.

         RESOLVED, that the Right Certificates shall be manually countersigned
by the Rights Agent and books for the registration and transfer of the Right
Certificates shall be maintained at the principal offices of the Rights Agent.

Establishment of Series A Preferred Stock

         RESOLVED, that pursuant to the authority granted to and vested in the
Board of Directors of the Company in accordance with the provisions of its
Restated Certificate of Incorporation, the Board of Directors hereby creates a
series of Preferred Stock, par value $0.01 per share, of the Company and hereby
states the designation and number of shares, and fixes the relative rights,
preferences and limitations thereof (in addition to the provisions set forth in
the Restated Certificate of Incorporation of the Company, if any,



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which are applicable to the Preferred Stock of all classes and series), as set
forth in the Certificate of Designations comprising Exhibit A to the Rights
Agreement, which is attached hereto as Exhibit A and incorporated herein by
reference.

         RESOLVED, that 1,000,000 shares of Series A Preferred Stock be, and
they hereby are, initially reserved for issuance upon exercise of the rights,
such number to be subject to adjustment from time to time in accordance with the
Rights Agreement.

         RESOLVED, that fractional shares of Series A Preferred Stock (other
than fractions which are integral multiples of one one-hundredth of a share) may
not be issued upon exercise of the Rights; and in lieu thereof cash shall be
paid in accordance with the Rights Agreement.

         RESOLVED, that when the Company (i) receives for the issuance of a
share of Series A Preferred Stock (or Unit) pursuant to the Rights Agreement the
consideration for which such share (or Unit) is to be issued pursuant to the
Rights Agreement, and (ii) issues a share of Series A Preferred Stock (or Unit)
as provided in the Rights Agreement, such share (or Unit) will be fully paid and
nonassessable and the issuance of such share (or Unit) shall not be subject to
any preemptive or similar rights.

         RESOLVED, that the officers of the Company be, and they hereby are,
authorized and directed to effect such changes to the accounts of the Company as
are appropriate in connection with the distribution and/or exercise of the
Rights.

Appointment of Rights Agent

         RESOLVED, that MELLON INVESTOR SERVICES LLC ("Mellon") is hereby
appointed Rights Agent under the Rights Agreement and Transfer Agent and
Registrar with respect to the Rights and the Series A Preferred Stock issuable
upon exercise of the Rights, and that upon presentation to it of Rights
Certificates for exercise in accordance with the Rights Agreement, Mellon is
authorized, as transfer agent and registrar for the Series A Preferred Stock, to
issue originally, countersign, register and to deliver the shares of Series A
Preferred Stock (or Units) issuable upon such exercise.

         RESOLVED, that if Mellon, shall require certain resolutions to be
adopted by the Board of Directors to evidence the authority conferred upon it by
these resolutions, the Secretary, and if required, the Senior Vice President and
Chief Financial Officer or any other appropriate officer, of the Company are
instructed to prepare and certify the appropriate form of resolutions so
required, and such resolutions shall thereupon be deemed incorporated and
adopted by reference, to the same extent as if presented in full to this meeting
and adopted hereby.

Registration and Listing

         RESOLVED, that the officers of the Company be, and they hereby are,
authorized and directed in its name and. on its behalf to file a registration
statement on Form 8-A (the "Form 8-A") in respect of the Rights under the
Securities Exchange Act of 1934, as



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amended (the "Exchange Act"), and said officers are authorized and empowered to
file such amendments or supplements to the Form 8-A as they in their discretion
deem necessary or desirable in order to effect the registration of the Rights.

         RESOLVED, that the Chairman of the Board, the Chief Executive Officer,
the President, Chief Financial Officer or any Vice President of this Company be,
and each of them hereby is, authorized and directed, for and in the name and on
behalf of this Company, to execute personally or by attorney-in-fact and to
cause to be filed with the Securities and Exchange Commission a registration
statement(s) under the Securities Act of 1933, as amended (the "Securities
Act"), for the registration of the Rights (if required by law) and the shares of
Series A Preferred Stock (or Units or, under certain circumstances provided for
in the Rights Agreement, other securities of the Company) issuable upon exercise
of the Rights at such time as they deem such registration to be necessary and
appropriate, and thereafter to execute personally or by attorney-in-fact and to
cause to be filed any amended registration statement or registration statements
and amended prospectus or prospectuses, or amendments or supplements to any of
the foregoing, and to cause said registration statement and any amendments
thereto to become effective in accordance with the Securities Act and the
General Rules and Regulations of the Securities and Exchange Commission
thereunder.

         RESOLVED, that the Secretary of this Company, is hereby appointed as
agent for service of this Company with respect to said registration statement(s)
with all the powers and functions specified in the General Rules and Regulations
of the Securities and Exchange Commission under the Securities Act.

         RESOLVED, that the officers of this Company be, and they hereby are,
authorized, jointly and severally, in the name and on behalf of this Company, to
take all such actions (including, without limitation, the preparation and filing
of one or more registration statements, or of amendments to existing
registration statements, relating to Common Stock to be issued pursuant to the
exercise of employee stock options or otherwise) and to execute all such
documents as they may deem necessary or appropriate in connection with the
issuance of the Rights and the shares of Series A Preferred Stock (or Units or,
under certain circumstances provided for in the Rights Agreement, other
securities of the Company) issuable upon exercise of the Rights for compliance
with the Securities Act and the Exchange Act.

         RESOLVED, that the officers of this Company be, and they hereby are,
authorized, jointly and severally, in the name and on behalf of this Company, to
execute and file such application or applications, and amendments and
supplements thereto, pay any and all applicable listing fees, and take such
other action as may be necessary to list the Rights and shares of Series A
Preferred Stock (or Units) issuable upon exercise of the Rights on The Nasdaq
National Market ("Nasdaq") and on any other stock quotation systems or stock
exchanges deemed appropriate by the proper officers of this Company; and that
the President, Chief Financial Officer or any Vice President of this Company, or
such other person as any of them shall designate in writing, be and each hereby
is, authorized to appear before the Securities and Exchange Commission and the
Nasdaq and any such other stock quotation systems or stock exchanges, and to
execute such papers and



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agreements as may be necessary to conform with the requirements of the
Securities and Exchange Commission and the Nasdaq and any such other stock
quotation systems or stock exchanges.

Subsequent Issuances of Rights

         RESOLVED, that as long as the Rights are attached to the Common Stock
as provided in the Rights Agreement and in certain other circumstances specified
in the Rights Agreement, one additional Right (as such number may be adjusted
pursuant to the provisions of the Rights Agreement) shall be deemed to be
delivered with each share of Common Stock issued or transferred by the Company
in the future, including but not limited to shares of Common Stock issuable upon
conversion of any series of convertible preferred stock or debt instruments of
this Company and shares of Common Stock issuable upon exercise of options to
purchase Common Stock granted by this Company.

"Blue Sky" Matters

         RESOLVED, that it is desirable and in the best interests of this
Company that its securities be qualified or registered for sale in various
jurisdictions; that the Chief Executive Officer, the President, Chief Financial
Officer or any Vice President and the Secretary or an Assistant Secretary of
this Company be, and they hereby are, authorized to determine the jurisdictions
in which appropriate action shall be taken to qualify or register for sale all
or such part of the securities of this Company said officers may deem advisable;
that said officers are hereby authorized to perform on behalf of this Company
any and all such acts as they may deem necessary or advisable in order to comply
with the applicable laws of any such jurisdictions, and in connection therewith
to execute and file all requisite papers and documents, including, but not
limited to, applications, reports, surety bonds, irrevocable consents and
appointments of attorneys for service of process; and the execution by such
officers of any such paper or document or the doing by them of any act in
connection with the foregoing matters shall conclusively establish their
authority therefor from this Company and the approval and ratification by this
Company of the papers and documents so executed and the action so taken.

General

         RESOLVED, that this Board of Directors hereby adopts the form of any
resolution required by any authority to be filed in connection with any
applications, consents to service, issuer's covenants or other documents if (1)
in the opinion of the officers of this Company executing the same, the adoption
of such resolutions is necessary or desirable, and (2) the Secretary or an
Assistant Secretary of this Company evidences such adoption by inserting in the
minutes of this meeting copies of such resolutions, which will thereupon be
deemed to be adopted by this Board of Directors with the same force and effect
as if presented at this meeting.

         RESOLVED, that the officers of this Company be, and they hereby are,
authorized and directed, jointly and severally, for and in the name and on
behalf of this corporation, to execute and deliver any and all certificates,
agreements and other documents, take any



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and all steps and do any and all things which they may deem necessary or
advisable in order to effectuate the purposes of each and all of the foregoing
resolutions.

         RESOLVED, that any actions taken by such officers on or prior to the
date of the foregoing resolutions adopted at this meeting that are within the
authority conferred hereby are hereby ratified, confirmed and approved as the
act and deed of this Company.

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