BOARD RESOLUTION OF [COMPANY NAME]
This Board Resolution of [Company name] (the "Corporation"), a Delaware C Corporation, is adopted and effective as of the date set forth below.
WHEREAS, the Corporation desires to affirm the authority and responsibilities of its Chief Executive Officer (CEO) and Board of Directors to ensure smooth operations and compliance with governance requirements;
RESOLVED, that the following individuals be and are hereby appointed as members of the Board of Directors of [Company name], effective immediately:
- [Director name] - Chief Executive Officer (CEO) & Director
- [Director name] - Director
- [Director name] - Director
FURTHER RESOLVED, that the Board of Directors shall retain authority solely for the following corporate matters:
- The supervision, evaluation, and, if necessary, removal of the Chief Executive Officer (CEO) consistent with the Company's Bylaws and any applicable employment agreements;
- The compensation of the CEO;
- The issuance of new shares or changes to the Corporation's capitalization;
FURTHER RESOLVED, that the CEO shall have full authority to conduct the Corporation's daily operations, including but not limited to:
- Entering into contracts and agreements on behalf of the Corporation;
- Managing financial transactions, including payments, vendor agreements, and routine banking operations;
- Hiring, managing, and terminating employees, contractors, and service providers;
- Overseeing all strategic and operational decisions without requiring Board approval, except as noted below.
FURTHER RESOLVED, that the Board of Directors shall periodically review the Corporation's strategic and financial performance in an advisory capacity, without direct managerial or operational decision-making responsibilities. This review shall not impose any financial or legal liability on individual Board members for the Corporation's decisions or outcomes.
FURTHER RESOLVED, that these resolutions shall remain in effect unless amended or revoked by the Board of Directors or the sole shareholder.
IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of the Corporation, have executed this Resolution as of this ___ day of __________, 20__.
[Director name] | Chief Executive Officer (CEO) & Director
[Director name] | Director
[Director name] | Director