Unanimous Written Consent of Directors - Comprehensive

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS

[COMPANY NAME], a Delaware Corporation

I. DOCUMENT HEADER

Corporation: [COMPANY NAME], a Delaware corporation (the "Corporation")
Date of Consent: [DATE]
Effective Date: [DATE, if different from date of consent]

II. RECITALS

WHEREAS, the undersigned constitute all of the members of the Board of Directors (the "Board") of the Corporation;

WHEREAS, pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL") and Article [NUMBER], Section [NUMBER] of the Corporation's Bylaws, any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all members of the Board consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board;

WHEREAS, the Board desires to take the actions set forth herein by unanimous written consent in lieu of a meeting;

NOW, THEREFORE, the undersigned, being all of the directors of the Corporation, hereby consent to the adoption of the following resolutions:

III. BOARD COMPOSITION

3.1 Current Board Members

3.2 Total Number of Directors

☐ [NUMBER] directors, constituting the entire Board

3.3 Confirmation of Unanimity

The undersigned represent that they constitute all of the duly elected and serving members of the Board of the Corporation.

IV. RESOLUTIONS

SECTION A: ORGANIZATIONAL MATTERS

A.1 Ratification of Incorporator's Actions

RESOLVED, that all actions taken by the incorporator(s) of the Corporation in connection with the formation of the Corporation are hereby ratified, confirmed, and approved;

A.2 Adoption of Bylaws

RESOLVED, that the Bylaws attached hereto as Exhibit A are hereby adopted as the Bylaws of the Corporation;

A.3 Designation of Principal Executive Office

RESOLVED, that the principal executive office of the Corporation shall be located at:
[ADDRESS]
[CITY], [STATE] [ZIP]

A.4 Designation of Fiscal Year

RESOLVED, that the fiscal year of the Corporation shall end on [December 31 / OTHER DATE] of each year;

A.5 Adoption of Corporate Seal

RESOLVED, that the form of corporate seal attached hereto as Exhibit B is hereby adopted as the seal of the Corporation;

SECTION B: OFFICER APPOINTMENTS

B.1 Election of Officers

RESOLVED, that the following persons are hereby elected to serve as officers of the Corporation, to hold office until their successors are duly elected and qualified or until their earlier resignation or removal:

B.2 Officer Authority

RESOLVED FURTHER, that each officer is hereby granted all powers and authority customarily associated with such office, as set forth in the Bylaws, and as may be further delegated by the Board or the Chief Executive Officer;

SECTION C: STOCK ISSUANCE

C.1 Authorization of Stock Issuance

RESOLVED, that the Corporation is hereby authorized to issue the following shares of capital stock:

C.2 Adequacy of Consideration

RESOLVED FURTHER, that the Board has determined that the consideration to be received for such shares is adequate and that such shares, when issued and paid for, shall be validly issued, fully paid, and nonassessable;

C.3 Securities Law Compliance

RESOLVED FURTHER, that the appropriate officers are authorized to take all actions necessary to ensure compliance with applicable federal and state securities laws in connection with the issuance of such shares;

C.4 Restrictive Legend

RESOLVED FURTHER, that stock certificates representing such shares shall bear a legend substantially as follows:

"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED."

SECTION D: BANKING AND FINANCE

D.1 Bank Account Authorization

RESOLVED, that the Corporation is hereby authorized to open one or more bank accounts with [BANK NAME] (the "Bank"), and that the following persons are hereby authorized to sign checks, drafts, and other instruments for the payment of money, and to transact any and all banking business on behalf of the Corporation:

RESOLVED FURTHER, that the officers are authorized to execute and deliver to the Bank such resolutions, signature cards, and other documents as the Bank may require;

D.2 Borrowing Authorization

RESOLVED, that the Corporation is hereby authorized to borrow from [LENDER] up to $[AMOUNT] and to execute such promissory notes, security agreements, and other documents as may be required;

SECTION E: EQUITY INCENTIVE PLANS

E.1 Adoption of Equity Incentive Plan

RESOLVED, that the [COMPANY NAME] [YEAR] Equity Incentive Plan (the "Plan"), in the form attached hereto as Exhibit C, is hereby adopted and approved;

RESOLVED FURTHER, that [NUMBER] shares of Common Stock are hereby reserved for issuance under the Plan;

RESOLVED FURTHER, that the Plan shall be submitted to the stockholders for approval;

E.2 Grant of Stock Options/Awards

RESOLVED, that the following equity awards are hereby granted under the Plan:

SECTION F: CONTRACTS AND AGREEMENTS

F.1 Approval of Material Contract

RESOLVED, that the [DESCRIBE CONTRACT] between the Corporation and [COUNTERPARTY], substantially in the form attached hereto as Exhibit D, is hereby approved, and the appropriate officers are authorized to execute and deliver the same;

F.2 Employment Agreement

RESOLVED, that the Employment Agreement between the Corporation and [EMPLOYEE NAME], substantially in the form attached hereto as Exhibit E, is hereby approved;

SECTION G: CORPORATE HOUSEKEEPING

G.1 Registered Agent

RESOLVED, that [REGISTERED AGENT NAME], located at [ADDRESS], is hereby designated as the registered agent of the Corporation in the State of Delaware;

G.2 Qualification in Foreign States

RESOLVED, that the Corporation is hereby authorized to qualify to do business as a foreign corporation in the following states: [LIST STATES];

G.3 Section 83(b) Election Information

RESOLVED, that the officers of the Corporation shall provide information regarding Section 83(b) elections to all recipients of restricted stock, but the Corporation shall not be responsible for any individual's failure to timely file such election;

G.4 Indemnification Agreements

RESOLVED, that the Corporation is hereby authorized to enter into Indemnification Agreements with each of its directors and officers, substantially in the form attached hereto as Exhibit F;

G.5 D&O Insurance

RESOLVED, that the officers are hereby authorized to procure directors' and officers' liability insurance in such amounts and on such terms as they deem appropriate;

SECTION H: GENERAL AUTHORIZATIONS

H.1 Tax Elections

RESOLVED, that the officers are hereby authorized to make such elections for federal, state, and local tax purposes as they deem appropriate, including but not limited to elections under Subchapter S of the Internal Revenue Code (if applicable);

H.2 Payment of Formation Expenses

RESOLVED, that the Corporation is hereby authorized to pay all expenses incurred in connection with its formation;

H.3 Omnibus Authorization

RESOLVED, that the officers of the Corporation are hereby authorized and directed, in the name and on behalf of the Corporation, to execute and deliver any and all documents, agreements, certificates, and instruments, and to take any and all actions, as any such officer may deem necessary, advisable, or appropriate to carry out the purposes of the foregoing resolutions, such determination to be conclusively evidenced by such officer's execution or performance thereof;

H.4 Ratification of Prior Actions

RESOLVED, that all actions heretofore taken by the incorporators, directors, and officers of the Corporation in connection with the matters described herein are hereby ratified, confirmed, and approved in all respects.

V. EFFECTIVENESS

This Unanimous Written Consent shall be effective as of [DATE] and shall be filed with the minutes of proceedings of the Board.

VI. COUNTERPARTS AND ELECTRONIC SIGNATURES

This Unanimous Written Consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Pursuant to DGCL Section 141(f), this consent may be executed and delivered by electronic transmission, and electronic signatures shall be deemed original signatures for all purposes.

VII. SIGNATURES

IN WITNESS WHEREOF, the undersigned directors have executed this Unanimous Written Consent as of the date(s) set forth below.

Director 1:

_________________________________
[NAME]
Date: ______________

Director 2:

_________________________________
[NAME]
Date: ______________

Director 3:

_________________________________
[NAME]
Date: ______________

[ADD ADDITIONAL SIGNATURE BLOCKS AS NEEDED]

VIII. SECRETARY'S CERTIFICATE

I, [NAME], Secretary of [COMPANY NAME], hereby certify that:

1. The foregoing Unanimous Written Consent was duly executed by all members of the Board of Directors of the Corporation;
2. The directors executing the consent constitute the entire Board of Directors;
3. This consent has been filed with the minutes of proceedings of the Board of Directors of the Corporation.

_________________________________
[NAME], Secretary
Date: ______________

EXHIBITS

Exhibit A - Bylaws

[Attach]

Exhibit B - Corporate Seal

[Attach form of seal]

Exhibit C - Equity Incentive Plan

[Attach if applicable]

Exhibit D - Material Contract

[Attach if applicable]

Exhibit E - Employment Agreement

[Attach if applicable]

Exhibit F - Form of Indemnification Agreement

[Attach if applicable]

LEGAL REFERENCES

• DGCL Section 141(a) - Board Management of Corporation
• DGCL Section 141(b) - Number and Qualification of Directors
• DGCL Section 141(e) - Reliance on Reports
• DGCL Section 141(f) - Action Without Meeting
• DGCL Section 142 - Officers
• DGCL Section 151 - Classes and Series of Stock
• DGCL Section 152 - Issuance of Stock; Lawful Consideration
• MBCA Section 8.20 - Meetings
• MBCA Section 8.21 - Action Without Meeting

This template is designed for Delaware corporations. Board action by written consent must be unanimous under Delaware law. Consult qualified legal counsel before use.