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                                                                  EXHIBIT 3.2(k)

                       ACTION BY UNANIMOUS WRITTEN CONSENT

                          OF THE BOARD OF DIRECTORS OF

                              INFORMIX CORPORATION

                            (a Delaware corporation)


         The undersigned, being all of the members of the Board of Directors
(the "Board") of Informix Corporation, a Delaware Corporation (the
"Corporation"), and desiring to take action without a meeting by written consent
in accordance with the General Corporation Law of the State of Delaware and the
Bylaws of the Corporation, do hereby adopt and approve the following resolutions
and consent to the actions

REDUCTION IN THE NUMBER OF MEMBERS OF THE BOARD AND AMENDMENT OF BYLAWS

                  WHEREAS, the Board has determined it to be in the best
         interests of the Corporation to reduce the size of the Board to
         eliminate the vacancies.

                  NOW, THEREFORE, BE IT RESOLVED, that pursuant to Article Six
                  of the Certificate of Incorporation of the Corporation, the
                  Board hereby approves an amendment to ARTICLE III, SECTION 1,
                  of the Corporation's Bylaws to decrease the fixed number of
                  directors to five (5), the amendment to be effective on
                  December 12, 2000.

                  RESOLVED FURTHER, that effective upon such amendment, ARTICLE
                  III, SECTION 1, of the Bylaws of the Corporation shall be
                  amended and restated as follows:

                           SECTION 1. MANAGEMENT. The property, business and
                  affairs of the Corporation shall be managed by or under the
                  direction of a Board of Directors. The number of Directors of
                  the Corporation (including Directors to be elected by the
                  holders of any one or more series of Preferred Stock voting
                  separately as a class or classes) shall be five (5). As used
                  in these Bylaws, the terms whole Board or whole Board of
                  Directors mean the total number of Directors, which the
                  Corporation would have if there were no vacancies. In addition
                  to the powers and authorities by these Bylaws and the
                  Certificate of Incorporation expressly conferred upon it, the
                  Board of Directors may exercise all such
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                  powers of the Corporation, and do all such lawful acts and
                  things as are not by statute or by the Certificate of
                  Incorporation or by these Bylaws directed or required to be
                  exercised or done by the stockholders.

OMNIBUS RESOLUTION

                  RESOLVED, that the officers of the Corporation, and each of
                  them, are authorized and directed to do or cause to be done
                  any and all such further acts and to execute and deliver any
                  and all such additional documents as they may deem necessary
                  or appropriate in order to carry into effect the purposes and
                  intent of the foregoing resolutions.

                                 *     *      *

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Executed and effective as of December 12, 2000.




                                                /s/LESLIE G. DENEND
                                                --------------------------------
                                                Leslie G. Denend

                                                /s/PETER GYENES
                                                --------------------------------
                                                Peter Gyenes

                                                /s/JAMES L. KOCH
                                                --------------------------------
                                                James L. Koch

                                                /s/THOMAS A. MCDONNELL
                                                --------------------------------
                                                Thomas A. McDonnell

                                                /s/ROBERT M. MORRILL
                                                --------------------------------
                                                Robert M. Morrill