BOARD RESOLUTION - APPOINTMENT OF OFFICERS

[COMPANY NAME], a Delaware Corporation

[// GUIDANCE: Officers are appointed pursuant to DGCL Section 142, which provides that every corporation shall have officers "with such titles and duties as shall be stated in the bylaws or in a resolution of the board of directors." Officers hold office for terms prescribed by bylaws or as determined by the board, and any vacancy shall be filled as the bylaws provide or, absent such provision, by the board. Under MBCA Section 8.40, a corporation must have officers described in its bylaws or appointed by the board.]

I. DOCUMENT HEADER

Document Type:
☐ Minutes of a Meeting of the Board of Directors
☐ Unanimous Written Consent of the Board of Directors in Lieu of Meeting

Corporation: [COMPANY NAME], a Delaware corporation (the "Company")
Date: [DATE]
Effective Time: [TIME] [TIME ZONE]

II. RECITALS

WHEREAS, the Board of Directors (the "Board") of the Company is authorized under DGCL Section 142 and Article [NUMBER] of the Company's Bylaws to appoint officers of the Company;

WHEREAS, pursuant to DGCL Section 142(a), "Every corporation organized under this chapter shall have such officers with such titles and duties as shall be stated in the bylaws or in a resolution of the board of directors";

WHEREAS, pursuant to DGCL Section 142(b), officers shall be chosen in such manner and hold their offices for such terms as are prescribed by the bylaws or determined by the board;

WHEREAS, the Board has determined that it is in the best interests of the Company to appoint [the following officers / NAME to the position of TITLE];

WHEREAS, the Board has considered the qualifications, experience, and fitness of [the proposed officer(s)] for such position(s);

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby adopts the following resolutions:

III. OFFICER APPOINTMENTS

3.1 Officers Being Appointed

[// GUIDANCE: List all officers being appointed. One person may hold multiple offices unless prohibited by the Bylaws or Certificate of Incorporation.]

3.2 Type of Appointment

☐ Initial appointment (newly created position)
☐ Appointment to fill vacancy
☐ Reappointment/Re-election
☐ Appointment following reorganization

3.3 Reason for Vacancy (if applicable)

☐ Resignation of prior officer
☐ Removal of prior officer
☐ Death of prior officer
☐ Expiration of term
☐ Newly created position
☐ Not applicable (initial officers)

IV. OFFICER DUTIES AND AUTHORITY

4.1 Chief Executive Officer (CEO)

[// GUIDANCE: Customize duties as appropriate for your organization.]

The Chief Executive Officer shall:
(a) Have general supervision, direction, and control of the business and affairs of the Company;
(b) Be the principal executive officer of the Company;
(c) Preside at all meetings of the stockholders and, unless a separate Chairperson is designated, at all meetings of the Board;
(d) Have authority to sign, execute, and deliver contracts, deeds, and other instruments on behalf of the Company;
(e) Perform all duties incident to the office of Chief Executive Officer as prescribed by the Bylaws or the Board.

4.2 President

The President shall:
(a) In the absence of the CEO, or if no CEO is appointed, exercise all powers of the CEO;
(b) Have general supervision of the day-to-day operations of the Company;
(c) Have authority to sign, execute, and deliver contracts and other instruments on behalf of the Company;
(d) Perform all duties incident to the office of President as prescribed by the Bylaws or the Board.

4.3 Chief Financial Officer (CFO)

The Chief Financial Officer shall:
(a) Have charge and custody of, and be responsible for, all funds and securities of the Company;
(b) Keep accurate books and records of the Company's financial transactions;
(c) Render financial reports to the Board as required;
(d) Oversee tax compliance and financial reporting;
(e) Perform all duties incident to the office of Chief Financial Officer as prescribed by the Bylaws or the Board.

4.4 Secretary

The Secretary shall:
(a) Keep the minutes of all meetings of stockholders and the Board;
(b) Have custody of the corporate seal and affix it to documents as authorized;
(c) Have custody of the stock transfer books and stockholder records;
(d) Give proper notice of meetings of stockholders and the Board;
(e) Maintain the Company's minute book and corporate records;
(f) Perform all duties incident to the office of Secretary as prescribed by the Bylaws or the Board.

4.5 Treasurer

The Treasurer shall:
(a) Receive and safely keep all funds and securities of the Company;
(b) Deposit funds in depositories designated by the Board;
(c) Disburse funds as directed by the Board or authorized officers;
(d) Keep accurate books of account;
(e) Perform all duties incident to the office of Treasurer as prescribed by the Bylaws or the Board.

4.6 Vice Presidents

Each Vice President shall:
(a) Have such powers and duties as may be delegated by the CEO or President;
(b) In order of seniority, perform the duties of the President during absence or disability;
(c) Perform all duties incident to the office as prescribed by the Bylaws or the Board.

V. OPERATIVE RESOLUTIONS

5.1 Appointment of Officers

RESOLVED, that pursuant to DGCL Section 142 and Article [NUMBER] of the Company's Bylaws, the following persons are hereby appointed to serve as officers of the Company in the capacities indicated, effective as of [DATE], to serve until their successors are duly appointed or until their earlier resignation, removal, or death:

5.2 Grant of Authority

RESOLVED FURTHER, that each officer appointed hereby is granted all powers and authority customarily associated with such office, as set forth in the Company's Bylaws and as may be further delegated by the Board or the Chief Executive Officer, including without limitation:
(a) Authority to execute contracts and agreements in the ordinary course of business;
(b) Authority to execute banking documents and authorize transactions on Company accounts;
(c) Authority to represent the Company in dealings with third parties;
(d) Such other authority as may be necessary to perform the duties of the office;

5.3 Signature Authority

RESOLVED FURTHER, that the officers appointed hereby shall have the following signature authority:

5.4 Banking Authority

RESOLVED FURTHER, that the officers designated below are hereby authorized to:
(a) Open, close, and maintain bank accounts on behalf of the Company;
(b) Sign checks, drafts, and other instruments for the payment of money;
(c) Authorize wire transfers and electronic payments;
(d) Endorse checks and other instruments for deposit;

Authorized Signers:
☐ [NAME], [TITLE] - Single signature up to $[AMOUNT]
☐ [NAME], [TITLE] - Single signature up to $[AMOUNT]
☐ Two signatures required for amounts exceeding $[AMOUNT]

5.5 Indemnification

RESOLVED FURTHER, that each officer appointed hereby shall be entitled to indemnification to the fullest extent permitted by the Certificate of Incorporation, Bylaws, and applicable law, including DGCL Section 145;

5.6 D&O Insurance

RESOLVED FURTHER, that the Company shall maintain directors' and officers' liability insurance covering the officers appointed hereby in such amounts and on such terms as the Board may determine;

5.7 Employment Agreements (if applicable)

[// GUIDANCE: Include if employment agreements will be executed with appointed officers.]

RESOLVED FURTHER, that the Authorized Officers are hereby authorized to negotiate and execute an employment agreement with [OFFICER NAME] on terms substantially consistent with those presented to the Board [and attached hereto as Exhibit A];

5.8 Compensation (if applicable)

[// GUIDANCE: Compensation may be addressed in a separate resolution. See board_resolution_approve_compensation.md.]

RESOLVED FURTHER, that the compensation of the officers appointed hereby shall be as follows [or as determined by the Compensation Committee / as set forth in their respective employment agreements]:

5.9 Notification and Filings

RESOLVED FURTHER, that the Secretary is hereby directed to:
(a) Update the Company's records to reflect the officer appointments;
(b) Provide notice of such appointments to banks, transfer agents, and other parties as appropriate;
(c) Make any required filings with regulatory authorities;

5.10 Ratification

RESOLVED FURTHER, that all actions heretofore taken by any of the officers appointed hereby in their official capacities are hereby ratified, confirmed, and approved in all respects.

VI. COMPLIANCE CHECKLIST

☐ Bylaws reviewed for officer requirements and appointment procedures
☐ No conflicts with Certificate of Incorporation provisions
☐ Background check completed (if required)
☐ Employment agreement executed (if applicable)
☐ Compensation approved (if applicable)
☐ Indemnification agreement executed (if applicable)
☐ D&O insurance coverage confirmed
☐ Bank signature cards updated
☐ Secretary of State filings updated (if required)
☐ Corporate records updated
☐ Third parties notified (banks, vendors, etc.)

VII. GOVERNING LAW

This resolution shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles, and specifically DGCL Section 142.

VIII. EXECUTION

Option A - Unanimous Written Consent

IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of the Company, hereby consent to the adoption of the foregoing resolutions effective as of the date first written above, pursuant to DGCL Section 141(f).

Option B - Meeting Minutes Certification

I, [NAME], Secretary of [COMPANY NAME], hereby certify that the foregoing resolutions were duly adopted by the Board of Directors at a meeting duly called and held on [DATE], at which a quorum was present and acting throughout.

_________________________________
[NAME], Secretary
Date: ______________

EXHIBITS

Exhibit A - Employment Agreement(s)

[Attach if applicable]

Exhibit B - Indemnification Agreement(s)

[Attach if applicable]

Exhibit C - Incumbency Certificate

[Attach completed incumbency certificate]

LEGAL REFERENCES

• DGCL Section 142 - Officers; Titles, Duties, Selection, Term; Failure to Elect; Vacancies
• DGCL Section 143 - Loans to Employees and Officers
• DGCL Section 145 - Indemnification of Officers, Directors, Employees, and Agents
• MBCA Section 8.40 - Officers
• MBCA Section 8.41 - Functions of Officers
• MBCA Section 8.42 - Standards of Conduct for Officers
• MBCA Section 8.44 - Resignation and Removal of Officers

This template is designed for Delaware corporations but may be adapted for MBCA jurisdictions. Officer appointments should be consistent with Bylaws requirements. Consult qualified legal counsel before use.