Board Resolution - Appoint Officers

BOARD RESOLUTION — APPOINTMENT OF OFFICERS

Delaware Corporation

1. PRE-APPOINTMENT REVIEW

Before adoption, the Secretary and counsel should confirm:

1. the current certificate of incorporation and bylaws;
2. every required office, title, selection method, term, duty, removal rule, and vacancy procedure;
3. the current incumbents and the effective resignation, removal, reassignment, or end of term for any person being replaced;
4. whether one person may hold multiple offices under the certificate and bylaws;
5. the exact authority, transaction limits, reporting lines, and prohibited actions for each office;
6. conflicts, related-party arrangements, employment terms, compensation, tax, worker-classification, licenses, background checks, and regulatory qualifications;
7. separate approvals for bank accounts, debt, securities, equity awards, employment agreements, indemnification, insurance, or material contracts; and
8. required internal, contractual, lender, investor, insurer, government, or public-company notices and filings.

Do not rely on “customary authority” or an office title alone. Complete the authority matrix and delete unused options.

2. ADOPTION METHOD

Select one and delete the other.

OPTION A — BOARD MEETING

Company: [COMPANY NAME], a Delaware corporation (the “Company”)

Meeting Date / Time: [DATE, TIME, AND TIME ZONE]

Place / Method: [LOCATION / TELEPHONE / VIDEOCONFERENCE]

The Secretary reported that notice was given or waived as required, the applicable quorum was [NUMBER / FRACTION], and the applicable vote was [NUMBER / FRACTION] under [CERTIFICATE / BYLAWS / LAW].

OPTION B — UNANIMOUS WRITTEN CONSENT

Company: [COMPANY NAME], a Delaware corporation (the “Company”)

Effective Time: [DATE, TIME, AND TIME ZONE]

The undersigned constitute all current members of the Board of Directors (the “Board”) and consent in writing or by electronic transmission under 8 Del. C. § 141(f) to the resolutions below without a meeting. The certificate and bylaws do not restrict this action by written consent. After effectiveness, the Secretary shall file this Consent with the minutes of Board proceedings.

3. GOVERNING-DOCUMENT AUTHORITY

Under 8 Del. C. § 142(a), the Company must have officers with titles and duties stated in the bylaws or a Board resolution not inconsistent with the bylaws, including an officer responsible for recording stockholder and director proceedings.

Under § 142(b), officers are chosen in the manner and hold office for the terms prescribed by the bylaws or determined by the Board or other governing body. Under § 142(e), a vacancy is filled as the bylaws provide or, if they are silent, by the Board or other governing body.

4. APPOINTMENTS AND TRANSITIONS

4.1 Appointed Officers

4.2 Replaced or Continuing Incumbents

An appointment does not by itself remove, release, or amend the employment or contractual rights of a prior incumbent. Complete any separate action required by the bylaws, contract, employment law, or Board approval.

4.3 Acceptance and Qualifications

Each appointee shall deliver an acceptance, contact information, conflicts disclosure, and any required qualification or licensing record in Exhibit A before exercising authority.

5. DUTIES AND AUTHORITY MATRIX

5.1 Office-Specific Duties

The duties above supplement the bylaws and may not contradict them. If an office's duties are fully stated in the bylaws, cite the exact provision rather than restating inconsistent language.

5.2 Signature and Transaction Authority

No general authority is granted to borrow, guaranty, pledge assets, issue securities, grant equity, open or close bank accounts, change bank signers, acquire or dispose of material assets, enter a related-party transaction, settle material litigation, hire or terminate an executive, or bind the Company outside the completed matrix and any separate Board resolution.

5.3 Proceedings Record

[NAME / OFFICE] shall have the duty required by § 142(a) to record stockholder and director proceedings in the Company's minute book. A temporary meeting secretary may prepare a record under the direction of that officer but does not replace the assigned corporate duty.

5.4 Delegation

An officer may delegate only the administrative functions expressly identified in Schedule 1. A delegate may not exceed the officer's authority, appoint another officer, change transaction limits, or subdelegate unless the Board expressly approves it.

6. SEPARATE EMPLOYMENT, COMPENSATION, AND PROTECTION MATTERS

6.1 Employment Terms

☐ No employment agreement, offer letter, severance, change-in-control term, restrictive covenant, or worker-classification decision is approved by this resolution.

☐ The separate employment resolution and final agreement attached as Exhibit [__] are approved for [NAME]. The resolution identifies compensation, term, duties, termination, severance, conflicts, restrictive covenants, intellectual-property terms, tax review, and change-control authority.

6.2 Compensation and Equity

☐ No salary, bonus, commission, benefits, expense policy, or equity award is approved.

☐ The compensation schedule in Exhibit [__] is approved within the stated limits.

☐ A specific equity award is approved only in the separate plan and award resolution attached as Exhibit [__]. Appointment to office does not itself grant equity.

6.3 Indemnification and Insurance

☐ No new indemnification, advancement, exculpation, or insurance right is created by this resolution.

☐ The separate indemnification or insurance resolution and final documents attached as Exhibit [__] are approved after counsel and insurance review. The governing documents, agreement, and policy terms control.

6.4 Banking and Treasury

☐ No bank-account, signatory, wire, ACH, card, investment, or borrowing authority is created.

☐ The separate banking or treasury resolution attached as Exhibit [__] is approved. Appointment to an office does not replace the bank's accepted entitlements or the Company's internal controls.

7. BOARD RESOLUTIONS

7.1 Appointment

RESOLVED, that, under the bylaws and 8 Del. C. § 142, the Board appoints the persons to the offices and on the terms stated in Section 4.1, effective at the stated times.

7.2 Duties and Authority

RESOLVED FURTHER, that each appointee has only the duties and authority stated in the bylaws, Sections 5 and 6, and the selected attached resolutions. Any material expansion or change requires further approval by the body authorized under the bylaws.

7.3 Records and Notices

RESOLVED FURTHER, that the Secretary shall update the officer register, minute book, signature and approval matrices, organizational chart, and internal access records and complete the notices or filings in Schedule 2.

7.4 Specific Prior Actions

☐ No prior action is ratified.

☐ Only the prior actions separately listed in Schedule 3, after disclosure to the Board and only to the extent within the Company's power and the appointee's approved authority, are ratified. No unlisted action is ratified.

8. ADOPTION RECORD

OPTION A — MEETING

Votes For: [NAMES / NUMBER]

Votes Against: [NAMES / NUMBER]

Abstentions / Recusals: [NAMES / NUMBER]

Signature: _________________________________

Name: [SECRETARY / ACTING SECRETARY]

Date: _________________________________

OPTION B — UNANIMOUS WRITTEN CONSENT

Every current director must consent. Add or remove rows to match the Board exactly.

EXHIBIT A — APPOINTEE ACCEPTANCE AND DISCLOSURE

I, [NAME], accept appointment as [OFFICE] effective [DATE / TIME], acknowledge the duties and authority limits in the bylaws and this resolution, and disclose the following outside roles, interests, conflicts, restrictions, licenses, or agreements relevant to the office: [DESCRIBE / NONE].

Signature: _________________________________

Date: _________________________________

SCHEDULE 1 — APPROVED ADMINISTRATIVE DELEGATIONS

SCHEDULE 2 — RECORD, NOTICE, AND FILING ACTIONS

SCHEDULE 3 — SPECIFIC PRIOR ACTIONS PROPOSED FOR RATIFICATION

If none, write “None.”

OPTIONAL INCUMBENCY CERTIFICATE

Use only if requested and accurate when signed.

I, [SECRETARY NAME], certify solely in my capacity as Secretary that the Company's records show the following persons holding the listed offices as of [DATE AND TIME] and that the appointment resolutions have not been amended or revoked:

This certificate does not expand any officer's authority or certify matters outside the Company's records.

Signature: _________________________________

Name: [SECRETARY NAME]

Date and Time: _________________________________

Sources and References

• Delaware Code — 8 Del. C. §§ 141 and 142

Appointment gives the named person the completed office and authority—not every power that might be associated with a title in another company.