Board Resolution - Remove Officer

BOARD RESOLUTION — REMOVAL OF OFFICER

[COMPANY NAME], a Delaware corporation

I. BOARD ACTION AND REQUIRED MATERIALS

Document Type:
☐ Minutes of a Special 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, officer appointment resolution, delegations, and signing-authority records;
2. the officer's employment, services, compensation, equity, benefits, confidentiality, invention, restrictive-covenant, indemnification, advancement, and insurance documents;
3. counsel's authority, cause, protected-activity, leave, discrimination, retaliation, whistleblower, wage, benefits, tax, securities, privacy, defamation, regulatory, and notice analyses;
4. the exact corporate offices, employment status, director or subsidiary roles, delegated authority, system access, property, records, and third-party credentials affected; and
5. the transition, payment, separation, notification, access, closing, and specific prior-actions schedules below.

Delete every unused option. This resolution removes only the offices expressly listed in Section 3.1. Separate action is required for employment termination, director removal, a subsidiary role, equity treatment, or a separation agreement.

II. RECITALS

WHEREAS, under 8 Del. C. § 142(a) and (b), officer titles, duties, selection manner, and terms are stated in the bylaws or determined by a Board resolution not inconsistent with the bylaws, and an officer holds office until a successor is elected and qualified or the officer's earlier resignation or removal;

WHEREAS, Article [NUMBER] of the bylaws and the appointment or authority resolution identified in Schedule 1 authorize the Board to remove the exact office listed below using the process recorded here;

WHEREAS, [OFFICER NAME] (the "Officer") currently serves as [TITLE] of the Company;

WHEREAS, the Board has reviewed the materials identified in Schedule 2 and has determined in its judgment that removal from the specified corporate office is in the best interests of the Company;

WHEREAS, counsel has separately classified any employment action, contractual cause determination, separation transaction, equity or benefits treatment, director or subsidiary action, and interested transaction in the schedules;

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

III. OFFICER INFORMATION

3.1 Corporate Office Removal

No unlisted office, directorship, committee seat, employment relationship, subsidiary role, power of attorney, or contractual appointment is removed by this table.

3.2 Separate Status Decisions

3.3 Contractual Cause Determination, if Any

☐ No contractual cause determination is made. Removal from office is approved without deciding employment, severance, equity, benefits, or other contract rights.

☐ Counsel has identified the exact cause definition, decision-maker, notice, cure, investigation, evidence, and procedure in Schedule 3, and the Board makes only the finding stated there.

Do not use generic labels such as misconduct, dishonesty, gross negligence, or breach unless the governing definition, facts, and required process are completed and counsel approves the record.

IV. OPERATIVE RESOLUTIONS

4.1 Removal from Specified Corporate Office

RESOLVED, that under the bylaws and appointment or authority resolution identified in Schedule 1, [OFFICER NAME] is removed only from the Company office or offices listed in Section 3.1, effective at the stated date and time;

4.2 Delegated Authority and Credential Transition

Schedule 4 shall identify each signature authority, power of attorney, bank mandate, trading authority, contract approval, government filing credential, license, account, card, key, device, system, data repository, and third-party authorization affected. Only a completed item may be revoked, suspended, transferred, preserved, or replaced under this resolution. Removal from office does not by itself terminate unrelated authority or access;

4.3 Vacancy and Interim Duties

Under § 142(e), the vacancy shall be filled as the bylaws provide or, absent a bylaw provision, by the Board. Complete one path:

☐ The office remains vacant pending further Board action, and Schedule 5 allocates only necessary interim duties without appointing a successor.

☐ The Board appoints [NAME] as [OFFICE] effective [DATE / TIME], under the separate appointment terms in Schedule 5.

4.4 Employment, Compensation, Equity, Benefits, and Separation

RESOLVED FURTHER, that removal from office does not itself terminate employment or services, establish contractual cause, forfeit or accelerate equity, determine wages or benefits, or approve a release. Schedule 6 must state each separately approved action and the exact contract, plan, adviser instruction, amount, deadline, notice, and condition;

Any separation, release, consulting, transition, reimbursement, indemnification, advancement, insurance, equity, or other transaction involving the Officer must be classified under current 8 Del. C. § 144 in Schedule 3. No fairness or conflict-protection conclusion is made merely because the Board approved removal;

4.5 Property, Records, Privacy, and Preservation

RESOLVED FURTHER, that the personnel named in Schedule 4 may secure Company property and credentials, preserve business records and evidence, implement counsel-approved privacy and access controls, and arrange lawful return or transfer. No device may be wiped, account deleted, communication redirected, or personal information reviewed except under the completed preservation, privacy, privilege, and business-continuity instructions;

4.6 Notifications and Statements

Only the notices and statements in Schedule 7 may be sent to the Officer, employees, banks, vendors, customers, regulators, insurers, transfer agents, investors, exchanges, filing offices, or the public. Each notice must identify its sender, recipient, timing, approved content, legal review, and required filing or acknowledgment. No generic press release, accusation, or non-disparagement commitment is approved;

4.7 Authorized Officers and Limits

No unnamed person receives authority. No delegate may change the removal time, make a new cause finding, terminate another role, change compensation or equity, negotiate a separation outside Schedule 6, waive a claim or restriction, or issue an unapproved statement;

4.8 Removal Closing Certificate

Immediately before the removal becomes effective, the Authorized Officer, Secretary, human-resources lead, and counsel shall sign Schedule 8, confirming corporate authority, exact scope, separate status decisions, conflict process, payments and notices, property and access controls, preservation, vacancy coverage, and absence of a material deviation;

4.9 Specific Prior Actions

RESOLVED FURTHER, that only prior actions specifically listed in Schedule 9, after disclosure to the Board and only to the extent within the Company's power and consistent with the specified removal, are ratified. If Schedule 9 lists no action, no prior action is ratified.

V. COMPLIANCE CHECKLIST

☐ Bylaws, appointment resolution, and exact removal authority identified
☐ Only the Company offices listed in Section 3.1 are removed
☐ Employment, director, subsidiary, committee, equity, and insurance status separately decided
☐ Cause left undecided or Schedule 3 definition, facts, procedure, and finding completed
☐ Current § 144 classification completed for any interested separation transaction
☐ Compensation, wage, equity, benefits, tax, and notice instructions completed
☐ Property, accounts, credentials, devices, records, privacy, privilege, and preservation controls completed
☐ Bank, vendor, customer, regulator, insurer, investor, transfer-agent, and public communications approved
☐ Vacancy and interim duties handled under § 142(e) and the bylaws
☐ Schedule 8 closing certificate signed before effectiveness
☐ Corporate, delegation, bank, access, personnel, and regulatory records updated

VI. CORPORATE LAW

The internal corporate authorization reflected in these resolutions is governed by the DGCL and the Company's certificate of incorporation and bylaws. Employment, services, equity, benefits, separation, confidentiality, restrictive-covenant, indemnification, insurance, privacy, and regulatory matters retain their separately applicable law and approved terms.

VII. 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 governing documents and 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 — Corporate Office Authority

Schedule 2 — Materials Actually Reviewed

Schedule 3 — Cause and Interested-Transaction Process

Schedule 4 — Authority, Property, Access, Privacy, and Preservation

Schedule 5 — Vacancy and Interim Duties

Schedule 6 — Employment, Payment, Equity, Benefits, and Separation

Schedule 7 — Notifications and Approved Statements

Schedule 8 — Removal Closing Certificate

The undersigned certify immediately before effectiveness that:

☐ The bylaws and appointment record authorize removal using the completed process.

☐ Only the offices in Section 3.1 are removed; every other status is separately addressed.

☐ Any cause finding and § 144 process are complete as stated in Schedule 3.

☐ Compensation, equity, benefits, notices, property, access, privacy, preservation, and vacancy controls are complete or properly timed.

☐ Final separation and public or third-party statements match the approved schedules.

☐ No material deviation or intervening event requires further Board action.

Schedule 9 — Specific Prior Actions

OFFICIAL SOURCES

• Delaware Code, Title 8, Chapter 1, Subchapter IV (§§ 141, 142, and 144)
• Authenticated Delaware Code, Title 8 PDF — current through June 11, 2026