Board Resolution - Standard

BOARD RESOLUTION – STANDARD

(Delaware Baseline Form – For Customization by Counsel)

I. DOCUMENT HEADER

Title:
[“Minutes of a Meeting of the Board of Directors”] | [“Unanimous Written Consent of the Board of Directors in Lieu of Meeting”]
of [COMPANY NAME], a Delaware Corporation (“Company”)

Date: [MEETING/CONSENT DATE]
Place/Method: [PHYSICAL LOCATION] | [REMOTE VIA ____]
Effective Time: [__ : __ A.M./P.M. (Eastern Time)]

Recitals:
WHEREAS, the Board of Directors (the “Board”) of the Company, acting pursuant to (i) Sections 141(b), 141(f) & 141(g) of the Delaware General Corporation Law, Del. Code Ann. tit. 8 (the “DGCL”), (ii) the Company’s Certificate of Incorporation (the “Certificate”) and (iii) its Bylaws (the “Bylaws”), desires to adopt the resolutions set forth herein; and

WHEREAS, the Board has determined that adoption of such resolutions is in the best interests of the Company and its stockholders.

NOW, THEREFORE, BE IT RESOLVED that the Board hereby takes the following actions:

II. DEFINITIONS

For purposes of this Resolution, the following capitalized terms shall have the meanings set forth below and shall apply equally to the singular and plural forms:

1. “Authorized Officer” means any of the Company’s Chief Executive Officer, President, Chief Financial Officer, or any Vice President acting singly.
2. “Resolutions” means collectively the operative resolutions adopted under Section III below.
3. “Secretary” means the duly appointed Secretary or, where applicable, Acting Secretary of the Company.

III. OPERATIVE PROVISIONS

A. QUORUM & PROCEDURAL MATTERS

1. Quorum. The Secretary certified that a quorum, being [QUORUM FRACTION OR NUMBER] of the duly elected directors, was present [in person] | [via remote communication pursuant to DGCL § 141(i)].
2. Notice Waiver. All directors present waived notice of the meeting. [Written waiver(s) attached hereto as Exhibit A.]

B. SPECIFIC RESOLUTIONS

1. Approval of [SUBJECT MATTER].
   RESOLVED, that the Board hereby approves and authorizes [DESCRIBE TRANSACTION, POLICY, AGREEMENT, PLAN, ISSUANCE OF SHARES, etc.] on the terms substantially in the form attached hereto as Exhibit [B];

2. Authorization of Officers.
   RESOLVED FURTHER, that each Authorized Officer is empowered, in the name and on behalf of the Company, to execute and deliver any and all documents, instruments and certificates and to take any and all actions as such Authorized Officer may deem necessary, advisable or appropriate to consummate the foregoing matters, such determination to be conclusively evidenced by such Authorized Officer’s execution or performance thereof;

3. Ratification.
   RESOLVED FURTHER, that any and all actions heretofore taken by any director, officer, employee or agent of the Company in connection with the foregoing Resolutions are hereby ratified, confirmed and approved in all respects;

4. Effective Time.
   RESOLVED FURTHER, that these Resolutions shall be effective as of [EFFECTIVE DATE/TIME] and shall remain in full force and effect until amended or rescinded by further resolution of the Board.

C. CONDITIONS PRECEDENT (if any)
[INSERT any specific conditions (e.g., stockholder approval, regulatory filing, third-party consents).]

IV. REPRESENTATIONS & WARRANTIES

1. Corporate Authority. The Board hereby represents that these Resolutions have been duly adopted in accordance with the Certificate, the Bylaws and the DGCL, and constitute valid and binding corporate action.
2. Material Compliance. The Board further represents that adoption of the Resolutions does not violate any applicable law, regulation, order or contractual obligation binding upon the Company.

V. COVENANTS & RESTRICTIONS

1. Implementation Covenant. The Company shall cause its officers to implement and perform the Resolutions in good faith and in compliance with all applicable laws.
2. Negative Covenant. No director, officer, or agent of the Company shall knowingly take any action inconsistent with the express terms of these Resolutions without further Board approval.

VI. DEFAULT & REMEDIES

1. Invalid Acts Voidable. Any material action taken in contravention of these Resolutions shall be voidable at the election of the Board.
2. Right to Cure. The Board may, in its sole discretion, ratify any non-compliant act upon full disclosure and a determination that such ratification is in the best interests of the Company.
3. Attorneys’ Fees. The Company shall be entitled to reimbursement of reasonable attorneys’ fees from any officer or agent whose willful breach of these Resolutions results in loss to the Company.

VII. RISK ALLOCATION

1. Director Exculpation. Nothing herein shall diminish any limitation of liability afforded to the Company’s directors pursuant to the Certificate and DGCL § 102(b)(7).
2. Indemnification. The Company reaffirms its obligations under the Certificate, Bylaws, and any indemnification agreements to hold harmless each director acting in good faith reliance on these Resolutions.
3. Insurance. The Authorized Officers are instructed to confirm that directors’ and officers’ liability insurance remains in full force and effect and adequately covers the transactions authorized herein.

VIII. DISPUTE RESOLUTION

1. Governing Law. These Resolutions and any dispute arising hereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to its conflict-of-laws rules.
2. Forum Selection. The Court of Chancery of the State of Delaware shall have exclusive jurisdiction over any proceeding arising out of or relating to these Resolutions, and each director irrevocably submits to such jurisdiction.

IX. GENERAL PROVISIONS

1. Amendment; Waiver. These Resolutions may be amended or waived only by subsequent resolution adopted in accordance with the DGCL, the Certificate and the Bylaws.
2. Severability. If any provision of these Resolutions is determined to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
3. Integration. These Resolutions constitute the entire corporate action with respect to the matters addressed herein and supersede any prior inconsistent resolutions.
4. Counterparts; Electronic Signatures. These Resolutions may be executed in multiple counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

X. EXECUTION BLOCK

Option A – Written Consent (Unanimous)

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 Effective Time set forth above.

Option B – Meeting Minutes

RESPECTFULLY SUBMITTED:

__________________________________
[NAME], Secretary
Date: _____________

Attested to by:

__________________________________
[CHAIRPERSON NAME], Chairperson of the Meeting
Date: _____________