Board Resolution - Standard

BOARD RESOLUTION — STANDARD

Delaware Corporation

USE AND COMPLETION INSTRUCTIONS

This form offers two mutually exclusive adoption paths:

• Option A — Board meeting: use when directors deliberate and vote at a meeting.
• Option B — Unanimous written consent: use when every current director consents without a meeting.

Delete the unused option before execution. Do not describe a written consent as meeting minutes or use meeting quorum language in a written consent.

Before adoption, the Secretary and counsel should confirm:

1. the Company's exact legal name and Delaware file status;
2. the current certificate of incorporation, bylaws, board size, directors in office, quorum, and vote requirements;
3. whether the proposed action is within Board authority or also requires stockholder, class, committee, regulator, lender, counterparty, or other approval;
4. whether any director or officer has an interest or conflict that requires disclosure or a different approval process;
5. that the final documents and material terms are attached or precisely identified; and
6. the effective time, conditions, filing obligations, and recordkeeping steps.

Do not use a generic resolution to approve an issuance of securities, charter amendment, merger, dividend, dissolution, conflicted transaction, equity award, borrowing, guaranty, or other specially regulated action without transaction-specific resolutions and legal review.

OPTION A — MINUTES OF A BOARD MEETING

1. MEETING INFORMATION

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

Date: [DATE]

Start Time: [TIME AND TIME ZONE]

Place / Method: [LOCATION / TELEPHONE / VIDEOCONFERENCE PLATFORM]

Directors

Also Present: [OFFICERS, COUNSEL, ADVISERS, GUESTS]

Notice, Quorum, and Remote Participation

The Secretary reported that notice was given or waived in the manner required by the Company's bylaws and applicable law. Copies of any written waivers are attached as Exhibit [__].

After reviewing 8 Del. C. § 141(b), the certificate of incorporation, and the bylaws, the Secretary reported that the required quorum was [NUMBER / FRACTION] and that [NUMBER] directors were present. The Chair determined that a quorum was present.

For every director participating remotely, all persons participating in the meeting could hear one another throughout the meeting, as required for remote participation under 8 Del. C. § 141(i).

Call to Order and Materials

[CHAIR NAME] called the meeting to order and [SECRETARY NAME] acted as secretary. The Board received and reviewed the documents and materials listed in Exhibit A.

Disclosures and Deliberation

The directors made the following disclosures, and the Board took the following procedural steps: [DESCRIBE INTERESTS, CONFLICTS, RECUSALS, ABSTENTIONS, INDEPENDENT REVIEW, OR “NONE”].

The minutes should summarize the subjects considered, material questions asked, advice received, alternatives discussed, and the basis for the Board's decision without including privileged advice unless counsel directs otherwise: [SUMMARY].

The Chair then presented the resolutions below for a vote.

OPTION B — UNANIMOUS WRITTEN CONSENT

1. CONSENT INFORMATION

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

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

The undersigned constitute all current members of the Company's Board of Directors (the “Board”). The Company's certificate of incorporation and bylaws do not restrict the Board from acting by written consent on the matters below.

Acting under 8 Del. C. § 141(f), every director consents in writing or by electronic transmission to the resolutions below without a meeting. Each director confirms receipt of the documents and materials listed in Exhibit A and records any disclosure or abstention-related information here: [DESCRIBE / NONE].

After the action becomes effective, the Secretary shall file this Consent with the minutes of Board proceedings in the same paper or electronic form in which those minutes are maintained.

2. RECITALS

WHEREAS, under 8 Del. C. § 141(a), the business and affairs of the Company are managed by or under the direction of the Board, except as otherwise provided by the Delaware General Corporation Law or the Company's certificate of incorporation;

WHEREAS, the Board has reviewed the proposal described in Exhibit B (the “Approved Matter”) and the final or substantially final documents listed in Exhibit A (the “Approved Documents”);

WHEREAS, the Board has considered the material terms, benefits, risks, alternatives, costs, conflicts, conditions, and effects on the Company and its stockholders that are relevant to the Approved Matter;

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

3. OPERATIVE RESOLUTIONS

3.1 Approval of the Matter

RESOLVED, that the Approved Matter is approved only on the material terms stated in Exhibit B and in the Approved Documents identified by exact title, date, and version in Exhibit A.

3.2 Authorized Officers

RESOLVED, that the following existing officers of the Company are authorized to implement the Approved Matter within the limits of these resolutions:

The offices and duties stated above must be consistent with the Company's bylaws and Board resolutions, as contemplated by 8 Del. C. § 142(a).

3.3 Document Changes

RESOLVED, that an Authorized Officer may approve only non-material changes that do not alter the substance of the Board-approved action. Any change to price, amount, duration, parties, liability, indemnity, collateral, seniority, governance, termination rights, approval conditions, or another material term requires further Board approval unless Exhibit B expressly sets a different objective limit.

Execution of a document is evidence only that the officer approved changes within the authority granted by these resolutions.

3.4 Conditions Before Effectiveness or Closing

RESOLVED, that no Authorized Officer may complete the Approved Matter until the officer and counsel confirm that the following conditions are satisfied or validly waived by the person or body authorized to waive them:

3.5 Specific Prior Actions

☐ No prior action is ratified.

☐ Limited ratification. The Board ratifies only the specific prior actions listed below, after disclosure to the Board and only to the extent the action was within the Company's power and is consistent with the Approved Matter. No other act is ratified by implication.

3.6 Records and Follow-Up

RESOLVED, that [SECRETARY / OTHER OFFICER] shall:

1. retain this resolution or consent and all exhibits in the Company's minute book;
2. retain final executed documents and evidence that conditions were satisfied;
3. make any required update to the stock ledger, capitalization records, accounting records, contract register, compliance calendar, or other corporate records; and
4. report any material deviation, failed condition, or required further approval to the Board before proceeding.

3.7 Effective Time

RESOLVED, that these resolutions become effective at [DATE, TIME, AND TIME ZONE / UPON SPECIFIED CONDITION]. A future effective time for a written consent must comply with 8 Del. C. § 141(f).

4. ADOPTION RECORD

OPTION A — MEETING VOTE

The Chair announced that the resolutions were:

☐ Adopted

☐ Not adopted

☐ Tabled

Votes For: [NUMBER AND NAMES]

Votes Against: [NUMBER AND NAMES]

Abstentions / Recusals: [NUMBER AND NAMES]

The Secretary shall confirm that the recorded vote satisfies 8 Del. C. § 141(b), the certificate of incorporation, and the bylaws before marking the resolutions adopted.

Meeting Adjourned: [TIME AND TIME ZONE]

Prepared by:

Signature: _________________________________

Name: [SECRETARY NAME]

Title: [SECRETARY / ACTING SECRETARY]

Date: _________________________________

Approved as minutes by the Board on: [DATE / AT NEXT MEETING]

OPTION B — UNANIMOUS WRITTEN CONSENT SIGNATURES

Every current director must sign or deliver consent. Add or remove signature blocks to match the current Board exactly.

EXHIBIT A — APPROVED DOCUMENTS AND MATERIALS

EXHIBIT B — APPROVED MATTER AND MATERIAL TERMS

Purpose: [DESCRIBE]

Counterparties / Beneficiaries: [IDENTIFY]

Sources and References

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

This form records Board action only. It is not a substitute for the agreement, filing, certificate, notice, stockholder action, or subject-matter approval needed to implement the approved transaction.