BOARD RESOLUTION - REMOVAL OF OFFICER

[COMPANY NAME], a Delaware Corporation

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[// GUIDANCE: Under DGCL Section 142(b), officers serve "at the pleasure of the board" unless the Certificate, Bylaws, or a contract provide otherwise. The board generally has the power to remove any officer at any time with or without cause. However, removal without cause does not affect the officer's contract rights, if any. Under MBCA Section 8.44(b), an officer may be removed at any time with or without cause, but removal does not affect the officer's contract rights. CAUTION: Review employment agreements carefully before removal as breach of contract claims may arise.]

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I. DOCUMENT HEADER

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]

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II. RECITALS

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

WHEREAS, pursuant to DGCL Section 142(b), officers "may be removed at any time by the board of directors";

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

WHEREAS, the Board has determined that it is in the best interests of the Company to remove the Officer from such position, [with cause based on the reasons set forth herein / without cause];

[// GUIDANCE: Choose appropriate recital based on circumstances.]

[FOR CAUSE REMOVAL:]
WHEREAS, the Board has determined that the Officer has engaged in conduct that constitutes cause for removal, including [DESCRIBE CONDUCT - e.g., breach of fiduciary duty, violation of Company policies, failure to perform duties, misconduct, dishonesty, etc.];

[WITHOUT CAUSE REMOVAL:]
WHEREAS, the Board has determined that removal of the Officer is in the best interests of the Company, notwithstanding that such removal is not based on any fault or misconduct by the Officer;

[IF EMPLOYMENT AGREEMENT EXISTS:]
WHEREAS, the Officer has an employment agreement with the Company dated [DATE] (the "Employment Agreement"), which has been reviewed by the Board and Company counsel;

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

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III. OFFICER INFORMATION

3.1 Officer Being Removed

• Name: [OFFICER NAME]
• Title(s) Held: [TITLE(S)]
• Date of Original Appointment: [DATE]
• Effective Date of Removal: [DATE]

3.2 Type of Removal

☐ With Cause
☐ Without Cause

3.3 Basis for Removal (if for cause)

[// GUIDANCE: Document the specific reasons for cause removal. Be factual and avoid inflammatory language.]

☐ Breach of fiduciary duty
☐ Violation of Company policies
☐ Failure to perform duties
☐ Gross negligence or willful misconduct
☐ Dishonesty or fraud
☐ Conviction of or plea to a felony
☐ Material breach of employment agreement
☐ Other: [DESCRIBE]

Specific Facts Supporting Cause Determination:
[DESCRIBE SPECIFIC FACTS AND CIRCUMSTANCES]

3.4 Employment Agreement Status

☐ No employment agreement exists
☐ Employment agreement exists - at-will employment
☐ Employment agreement exists - term employment expiring [DATE]
☐ Employment agreement exists - termination provisions reviewed by counsel

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IV. OPERATIVE RESOLUTIONS

4.1 Removal of Officer

RESOLVED, that pursuant to DGCL Section 142(b) and Article [NUMBER] of the Company's Bylaws, [OFFICER NAME] is hereby removed from the position of [TITLE] of the Company, effective as of [DATE/IMMEDIATELY];

4.2 Determination of Cause (if applicable)

[// GUIDANCE: Include only for cause removal.]

RESOLVED FURTHER, that the Board hereby determines that the Officer's removal is "for cause" as that term is defined in [the Employment Agreement / the Company's policies / applicable law], based on [BRIEF DESCRIPTION OF CONDUCT];

4.3 Termination of Authority

RESOLVED FURTHER, that effective as of the removal date, [OFFICER NAME] shall have no authority to act on behalf of the Company in any capacity, and all authority previously granted to such individual by virtue of the officer position is hereby revoked;

4.4 Return of Company Property

RESOLVED FURTHER, that [OFFICER NAME] shall immediately return to the Company all Company property in such individual's possession or control, including but not limited to:
(a) Keys, access cards, and security devices;
(b) Laptop computers, mobile phones, and other electronic devices;
(c) Credit cards and corporate purchasing cards;
(d) Documents, files, and records (in any format);
(e) Company vehicles;
(f) Confidential and proprietary information;

4.5 Termination of System Access

RESOLVED FURTHER, that the appropriate personnel are hereby directed to terminate [OFFICER NAME]'s access to:
(a) Company email and computer systems;
(b) Company facilities and premises;
(c) Company bank accounts and financial systems;
(d) Company software and cloud services;
(e) Any other Company systems or resources;

4.6 Notification to Third Parties

RESOLVED FURTHER, that the appropriate officers are hereby authorized and directed to notify the following of the Officer's removal:
(a) Banks and financial institutions;
(b) Major customers and vendors;
(c) Transfer agents;
(d) Insurance carriers;
(e) Regulatory authorities (if required);
(f) Such other parties as appropriate;

4.7 Bank Account Signature Changes

RESOLVED FURTHER, that the Chief Financial Officer or Treasurer is hereby directed to remove [OFFICER NAME] as an authorized signatory on all Company bank accounts and to update signature cards and authorizations accordingly;

4.8 Removal from Other Positions

RESOLVED FURTHER, that [OFFICER NAME] is hereby removed from any and all other positions held with the Company or its subsidiaries, including but not limited to:
☐ Board of Directors of subsidiaries: [LIST]
☐ Officer positions with subsidiaries: [LIST]
☐ Committee memberships: [LIST]
☐ Other positions: [LIST]

4.9 Employment Agreement Compliance

[// GUIDANCE: Include if employment agreement exists.]

RESOLVED FURTHER, that the Company shall comply with all applicable provisions of the Employment Agreement with respect to the Officer's termination, including:

For Cause Termination:
☐ Payment of accrued but unpaid base salary through termination date
☐ Payment of accrued but unused vacation/PTO
☐ No severance payment required
☐ Forfeiture of unvested equity awards
☐ Other: [DESCRIBE]

Without Cause Termination:
☐ Payment of accrued but unpaid base salary through termination date
☐ Payment of accrued but unused vacation/PTO
☐ Severance payment of $[AMOUNT] or [MONTHS] months base salary
☐ COBRA premium continuation for [MONTHS] months
☐ Acceleration/continuation of equity vesting: [DESCRIBE]
☐ Other: [DESCRIBE]

4.10 COBRA Notification

RESOLVED FURTHER, that the appropriate personnel are hereby directed to provide [OFFICER NAME] with COBRA continuation coverage notice and election forms in accordance with applicable law;

4.11 Release Agreement (if applicable)

RESOLVED FURTHER, that the Authorized Officers are hereby authorized to negotiate and execute a separation agreement and general release with [OFFICER NAME], substantially in the form attached as Exhibit A, or on such other terms as the Authorized Officers may approve with the advice of counsel;

4.12 Non-Disparagement

RESOLVED FURTHER, that the Company's directors, officers, and authorized spokespersons shall refrain from making disparaging statements about [OFFICER NAME], and the separation agreement shall include mutual non-disparagement provisions;

4.13 Confidentiality

RESOLVED FURTHER, that [OFFICER NAME]'s obligations under any confidentiality, non-disclosure, non-competition, and non-solicitation agreements shall survive the termination of employment, and the Company reserves all rights to enforce such agreements;

4.14 Interim Coverage

RESOLVED FURTHER, that pending appointment of a successor:
☐ [NAME], [TITLE], shall assume the duties of [REMOVED OFFICER'S TITLE] on an interim basis
☐ The duties shall be divided among [NAMES/TITLES]
☐ An external search shall be commenced for a replacement

4.15 Update of Records

RESOLVED FURTHER, that the Secretary is hereby directed to update the Company's records to reflect the Officer's removal;

4.16 Authorization of Officers

RESOLVED FURTHER, that the Chief Executive Officer, President, General Counsel, and Secretary (each, an "Authorized Officer"), acting singly, are hereby authorized to take any and all actions necessary or appropriate to effectuate the purposes of these resolutions;

4.17 Ratification

RESOLVED FURTHER, that all actions heretofore taken by any director, officer, employee, or agent of the Company in connection with the matters contemplated by these resolutions are hereby ratified, confirmed, and approved in all respects.

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V. LEGAL CONSIDERATIONS

5.1 Contract Rights Reserved

The removal of [OFFICER NAME] as an officer of the Company does not affect any contractual rights such individual may have under any employment agreement or other contract with the Company.

5.2 Fiduciary Duty Compliance

The Board has exercised its business judgment in good faith, with the care of an ordinarily prudent person, and in a manner it reasonably believes to be in the best interests of the Company in making this removal decision.

5.3 No Admission

The Company's agreement to provide any payments or benefits in connection with this removal shall not constitute an admission of liability or wrongdoing by the Company.

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VI. COMPLIANCE CHECKLIST

☐ Bylaws reviewed for removal procedures
☐ Employment agreement reviewed by counsel
☐ Cause determination documented (if for cause)
☐ Board approval obtained
☐ Officer notified of removal
☐ Company property collected
☐ System access terminated
☐ Bank signature cards updated
☐ Third parties notified
☐ COBRA notice provided
☐ Final paycheck processed (compliance with state law timing)
☐ Separation agreement executed (if applicable)
☐ Corporate records updated
☐ Press release/announcement (if applicable)

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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.

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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).

Director Name	Signature	Date
[NAME]	_________________________	__________
[NAME]	_________________________	__________
[NAME]	_________________________	__________

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 special meeting duly called and held on [DATE], at which a quorum was present and acting throughout.

_________________________________
[NAME], Secretary
Date: ______________

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EXHIBITS

Exhibit A - Form of Separation Agreement and General Release

[Attach if applicable]

Exhibit B - Employment Agreement (for reference)

[Attach if applicable]

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LEGAL REFERENCES

• DGCL Section 142(b) - Officers; Term; Removal
• DGCL Section 141 - Board of Directors; Powers
• MBCA Section 8.44 - Resignation and Removal of Officers
• WARN Act - Worker Adjustment and Retraining Notification Act (if applicable)
• COBRA - Consolidated Omnibus Budget Reconciliation Act
• OWBPA - Older Workers Benefit Protection Act (if employee 40+)

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This template is designed for Delaware corporations. Officer removal involves significant legal risks including breach of contract, wrongful termination, and discrimination claims. Consult qualified employment and corporate counsel before removing any officer.