Board Resolution - Declare Dividend

BOARD RESOLUTION — DECLARATION OF DIVIDEND

[COMPANY NAME], a Delaware corporation

I. BOARD ACTION AND REQUIRED MATERIALS

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]

Before adoption, attach or identify:

1. the current certificate of incorporation, bylaws, Board composition, stock ledger, and class or series rights;
2. the financial statements, capital-account reconciliation, valuation support, restrictions, debt covenants, and creditor analysis used for the proposed dividend;
3. the completed § 170 source calculation and separate liquidity analysis;
4. the record-date, payment, stock-or-property distribution, and tax-reporting plan; and
5. the closing certificate required below.

Delete every unused option. A dividend in Company stock requires the additional share-authorization and issuance controls in Section 5.5 and Schedule 4.

II. RECITALS

WHEREAS, subject to restrictions in the certificate of incorporation, 8 Del. C. § 170(a) permits the Board of Directors (the "Board") to declare and pay dividends from a lawful statutory source;

WHEREAS, the selected statutory source is:

☐ surplus, as defined and computed under 8 Del. C. §§ 154, 170(a)(1), and 244; or

☐ only because there is no surplus, net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year under § 170(a)(2);

WHEREAS, the Board has reviewed the calculations and supporting materials in Sections 4.1 through 4.4 and has determined that the selected statutory source is sufficient for the dividend;

WHEREAS, the Board separately reviewed post-payment cash needs, debts, covenants, restrictions, and creditor considerations in Section 4.5; this liquidity review does not replace the statutory § 170 source test;

WHEREAS, the Board has determined that declaration of the dividend set forth herein is in the best interests of the Company and its stockholders;

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

III. DIVIDEND DETAILS

3.1 Type of Dividend

☐ Cash Dividend
☐ Stock Dividend (additional shares of [CLASS] Stock)
☐ Property Dividend (describe): [DESCRIPTION]

3.2 Dividend Amount/Rate

For Cash Dividend:

• Per Share Amount: $[AMOUNT] per share of [CLASS] Stock
• Aggregate Amount: $[TOTAL AMOUNT]

For Stock Dividend:

• Dividend Rate: [NUMBER] shares of [CLASS] Stock for each [NUMBER] shares held
• Total Shares to be Issued: [NUMBER]

For Property Dividend:

• Description of Property: [DESCRIPTION]
• Fair Market Value: $[AMOUNT]
• Per Share Value: $[AMOUNT]

3.3 Applicable Stock Class(es)

☐ Common Stock
☐ Preferred Stock, Series [DESIGNATION]
☐ All Classes (specify distribution priority): [DESCRIPTION]

3.4 Record Date and Payment Date

• Record Date: [DATE] (close of business)
• Payment Date: [DATE]

IV. STATUTORY SOURCE AND FINANCIAL REVIEW

4.1 Measurement Date and Supporting Record

Measurement Date / Time: [DATE / TIME]

Financial statements and valuation materials used: [IDENTIFY AND ATTACH]

Capital-account record and prior § 154 or § 244 resolutions used: [IDENTIFY AND ATTACH]

The Chief Financial Officer and the Company's accounting or valuation advisers shall document the accounting and valuation basis for each amount. This form does not prescribe book value, fair value, or another valuation method.

4.2 Section 154 Net-Assets and Surplus Schedule

Under 8 Del. C. § 154, net assets are total assets minus total liabilities; capital and surplus are not liabilities for that calculation. Surplus is the excess, if any, of net assets over capital. Use the Company's current capital after giving effect only to valid, separately documented capital determinations or reductions under §§ 154 and 244.

4.3 Section 170(a)(1) Surplus Route

Complete only if selected:

☐ The dividend is declared out of surplus under 8 Del. C. § 170(a)(1), and Schedule 4.2 shows surplus of at least $[DIVIDEND AMOUNT] immediately before the dividend.

4.4 Section 170(a)(2) No-Surplus Net-Profits Route

Complete only if there is no surplus and this route is selected:

☐ The Company has no surplus, and the dividend is declared out of net profits for the current fiscal year and/or preceding fiscal year under § 170(a)(2).

☐ The capital-deficiency proviso in § 170(a) has been tested. If capital has been diminished below the aggregate capital represented by issued and outstanding stock of classes having a preference upon distribution of assets, no dividend is being declared from net profits until that deficiency has been repaired.

The preceding preferred-capital proviso applies to the net-profits route; it is not stated here as an independent test that replaces the surplus route.

4.5 Separate Liquidity, Restriction, and Creditor Review

This separate review does not create or replace either statutory source permitted by § 170(a).

V. OPERATIVE RESOLUTIONS

5.1 Declaration and Lawful Source

RESOLVED, that subject to the closing certificate below, the Board declares the [cash/property/stock] dividend described in Article III, payable on [PAYMENT DATE] to the stockholders entitled to receive it, in accordance with 8 Del. C. §§ 170 and 173 and the rights of the affected classes or series;

RESOLVED FURTHER, that the Board selects only the following lawful source:

☐ surplus of $[AMOUNT] under § 170(a)(1), supported by Sections 4.2 and 4.3; or

☐ because there is no surplus, net profits of $[AMOUNT] for the [CURRENT / PRECEDING] fiscal year under § 170(a)(2), supported by Section 4.4, including its capital-deficiency proviso;

5.2 Record Date

Complete one option:

☐ Under 8 Del. C. § 213(c), the Board fixes [DATE] as the record date. It does not precede adoption of this record-date resolution and is not more than 60 days before the dividend or distribution action.

☐ The Board fixes no separate record date. Under § 213(c), the record date is the close of business on the day the Board adopts the resolution relating to the dividend.

5.3 Dividend-Specific Reliance Record

RESOLVED FURTHER, that Schedule 1 identifies the corporate records and the information, opinions, reports, and statements on which each director actually relies. Any protection under 8 Del. C. § 172 depends on good-faith reliance and, for an outside professional or expert, reasonable belief in competence and selection with reasonable care. This resolution does not deem those conditions satisfied without the completed record;

5.4 Cash or Property Dividend Mechanics

If the dividend is paid in cash or property, Schedule 2 shall state the exact amount or property, recipient allocation, custody and delivery mechanics, withholding or reserve instructions supplied by advisers, and reconciliation process. No Authorized Officer may increase the aggregate dividend or change the entitled class, allocation method, record date, or payment date without further Board approval;

5.5 Stock Dividend — Additional Controls

Complete only for a dividend in Company shares:

RESOLVED FURTHER, that the Board authorizes only the shares listed in Schedule 4 after counsel and the Secretary confirm: (a) the certificate and any valid designation authorize the class or series and its rights under 8 Del. C. § 151; (b) sufficient shares remain authorized, unissued, unsubscribed, and uncommitted under § 161; (c) counsel has identified and satisfied any applicable issuance or par-value requirements under §§ 152 and 153; (d) for theretofore unissued shares, the Board designates as capital the amount required by § 173; and (e) certificates or uncertificated shares comply with § 158;

RESOLVED FURTHER, that the Secretary shall update the stock ledger only after the closing certificate confirms every Schedule 4 control and the dividend becomes payable. This form does not treat a stock split or division as a stock dividend;

5.6 Tax Analysis and Reporting

RESOLVED FURTHER, that the tax advisers identified in Schedule 3 shall determine the federal, state, local, and foreign characterization, withholding, information-reporting, basis, and recipient-notice requirements for the actual dividend. Officers may make only the filings, withholdings, and notices the advisers identify; this resolution does not prescribe a tax form or tax result;

5.7 Authorized Officers and Payment Limits

RESOLVED FURTHER, that only the officers named above may implement the dividend, and only within the completed amount, property, class, allocation, record-date, payment-date, account, custody, tax, and delivery instructions. No officer may waive the closing certificate, select a different statutory source, alter the dividend economics, or issue additional shares;

5.8 Closing Certificate

Immediately before any payment, delivery, or stock-ledger entry, the Authorized Officer, Chief Financial Officer, Secretary, and counsel shall sign Schedule 5. The certificate must confirm that the selected § 170 source remains sufficient; the financial, capital, preference, liquidity, creditor, covenant, and restriction analyses remain current; the record date complies with § 213(c); all stock-dividend controls are complete if applicable; and the final mechanics remain within these resolutions.

5.9 Specific Prior Actions

RESOLVED FURTHER, that only prior actions specifically listed in Schedule 6, after disclosure to the Board and only to the extent within the Company's power and consistent with the declared dividend, are ratified. If Schedule 6 lists no action, no prior action is ratified.

VI. SECTION 174 REVIEW

Before adoption and again before payment, Delaware counsel shall advise the Board concerning current 8 Del. C. § 174. Section 174 addresses a director's wilful or negligent violation of § 160 or § 173, including the statutory scope, six-year period, potential joint-and-several liability, dissent-record mechanism, contribution, and subrogation. This template does not decide whether § 174 liability, exoneration, contribution, subrogation, indemnification, insurance, or another defense or protection applies to any person or facts.

VII. COMPLIANCE CHECKLIST

☐ Certificate, bylaws, Board composition, and class or series rights reviewed
☐ Exact dividend type, amount or property, class, allocation, record date, and payment date completed
☐ One § 170(a) source selected and fully supported
☐ Net assets, capital, and surplus calculated under § 154 using documented methods
☐ Any prior capital determination or reduction under §§ 154 and 244 identified and verified
☐ Net-profits route used only if there is no surplus
☐ Preferred-capital deficiency proviso tested if the net-profits route is used
☐ Separate liquidity, covenant, restriction, creditor, and regulatory review completed
☐ Section 172 reliance record completed
☐ Section 213(c) record-date option and timing verified
☐ Stock-dividend Schedule 4 completed or marked not applicable
☐ Tax advisers supplied transaction-specific instructions
☐ Schedule 5 closing certificate signed immediately before implementation

VIII. CORPORATE LAW

The internal corporate authorization reflected in these resolutions is governed by the DGCL and the Company's certificate of incorporation and bylaws. Any custody, transfer-agent, payment, or delivery agreement retains its separately approved governing-law and forum provision.

IX. EXECUTION

Option A — Unanimous Written Consent

Unless the certificate of incorporation or bylaws restrict action without a meeting, 8 Del. C. § 141(f) permits Board action when all Board members consent in writing or by electronic transmission. After action is taken, the consent record must be filed with the Board minutes.

IN WITNESS WHEREOF, the undersigned, constituting all current Board members, consent to these resolutions effective at the Effective Time.

Option B — Meeting Minutes Certification

Under 8 Del. C. § 141(b), a majority of the total number of directors is the default quorum and the vote of a majority present at a meeting with quorum is the default Board act, subject to valid certificate or bylaw provisions.

I, [NAME], Secretary of [COMPANY NAME], certify that these resolutions were adopted at a duly called meeting on [DATE], with the following quorum and vote after applying the certificate, bylaws, and any recusals:

Directors then serving: [NUMBER]

Directors present: [NUMBER]

Directors voting for approval: [NUMBER]

Directors voting against / abstaining / recused: [DESCRIBE]

_________________________________
[NAME], Secretary
Date: ______________

SCHEDULES

Schedule 1 — Section 172 Reliance Record

Schedule 2 — Cash or Property Distribution Mechanics

Schedule 3 — Tax Instructions

Schedule 4 — Stock Dividend Controls

Schedule 5 — Dividend Closing Certificate

The undersigned certify immediately before implementation that:

☐ The selected § 170 source remains available and sufficient for the full dividend.

☐ Sections 4.2 through 4.5 remain accurate, and no intervening event requires a revised calculation or further Board review.

☐ The certificate, class or series rights, covenants, consents, creditor analysis, and regulatory restrictions permit implementation.

☐ The record date and implementation timing comply with § 213(c).

☐ Schedule 4 is complete for a stock dividend or is marked not applicable.

☐ Final payment, property, share, tax, custody, delivery, and reconciliation instructions remain within these resolutions.

Schedule 6 — Specific Prior Actions

OFFICIAL SOURCES

• Delaware Code, Title 8, Chapter 1, Subchapter IV (§ 141)
• Delaware Code, Title 8, Chapter 1, Subchapter V (§§ 151–174)
• Delaware Code, Title 8, Chapter 1, Subchapter VII (§ 213)
• Delaware Code, Title 8, Chapter 1, Subchapter VIII (§ 244)
• Authenticated Delaware Code, Title 8 PDF — current through June 11, 2026