Complete all fields marked with [BRACKETS] before use.
UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF [COMPANY NAME]
ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS IN LIEU OF A MEETING
Effective Date: [EFFECTIVE DATE]
The undersigned, being all of the members of the Board of Directors (the “Board”) of [COMPANY NAME], a [STATE OF INCORPORATION] corporation (the “Company”), acting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the “DGCL”), hereby adopt the following resolutions by unanimous written consent in lieu of a special meeting of the Board, without the necessity of formally convening a meeting, and hereby consent to all actions set forth herein.
RECITALS
WHEREAS, the Board has determined that it is in the best interests of the Company and its stockholders to take the actions set forth in this written consent;
WHEREAS, the Board has been fully informed of all material facts relevant to the actions to be taken;
WHEREAS, the Board has determined that each of the transactions and actions set forth herein is fair and reasonable to the Company; and
WHEREAS, the Board desires to approve and authorize the actions described in the resolutions set forth below.
RESOLUTION 1: APPOINTMENT OF OFFICERS
RESOLVED, that the following individuals are hereby appointed to serve in the offices set forth opposite their respective names, effective as of [EFFECTIVE DATE OF APPOINTMENT], each to hold office at the pleasure of the Board:
[OFFICER NAME] — [TITLE, e.g., Chief Executive Officer]
[OFFICER NAME] — [TITLE, e.g., President]
[OFFICER NAME] — [TITLE, e.g., Chief Financial Officer / Treasurer]
[OFFICER NAME] — [TITLE, e.g., Secretary]
RESOLVED FURTHER, that each officer so appointed is hereby authorized to execute and deliver any and all documents as such officer may deem necessary or advisable in furtherance of the powers and duties customarily associated with such office.
RESOLUTION 2: BANK ACCOUNT AUTHORIZATION
RESOLVED, that the Company is hereby authorized to open, maintain, and close one or more deposit, checking, savings, and investment accounts at [BANK NAME];
RESOLVED FURTHER, that the following individuals are hereby authorized to deposit, withdraw, and transfer funds: [AUTHORIZED SIGNATORY NAME], [TITLE];
RESOLVED FURTHER, that for any single transaction exceeding $[THRESHOLD AMOUNT], the signatures of at least [NUMBER] Authorized Signatories shall be required.
RESOLUTION 3: APPROVAL OF MATERIAL CONTRACT
RESOLVED, that the Company is hereby authorized to enter into that certain [AGREEMENT TYPE] by and between the Company and [COUNTERPARTY NAME], in substantially the form presented to the Board, with such changes as any officer of the Company may approve;
RESOLVED FURTHER, that the officers are authorized to negotiate, execute, and deliver the Agreement together with any ancillary documents.
RESOLUTION 4: AUTHORIZATION OF EQUITY ISSUANCE
RESOLVED, that the Company is hereby authorized to issue and sell [NUMBER OF SHARES] shares of the Company’s [Common Stock / Series [SERIES DESIGNATION] Preferred Stock] at a purchase price of $[PRICE PER SHARE] per share to the purchasers set forth on Schedule A;
RESOLVED FURTHER, that the Board hereby determines that the consideration to be received for the Shares is adequate and that the Shares, when issued and delivered, will be validly issued, fully paid, and nonassessable;
RESOLVED FURTHER, that the Secretary of the Company is authorized to update the Company’s stock ledger and capitalization table.
RESOLUTION 5: GENERAL AUTHORIZATION
RESOLVED, that the officers of the Company are hereby authorized and empowered to execute and deliver any and all documents and to take any and all other actions as such officers may deem necessary to carry out the purposes and intent of the foregoing resolutions;
RESOLVED FURTHER, that any and all actions heretofore taken by any officer or agent of the Company in connection with the matters described in the foregoing resolutions are hereby approved, ratified, and confirmed in all respects.
RESOLUTION 6: OMNIBUS RESOLUTION
RESOLVED, that the officers of the Company are hereby authorized to pay all fees, costs, and expenses incurred in connection with the transactions contemplated by the foregoing resolutions;
RESOLVED FURTHER, that any officer of the Company is hereby authorized to certify that the foregoing resolutions have been duly adopted by the Board.
RESOLUTION 7: RATIFICATION OF PRIOR ACTS
RESOLVED, that any and all actions heretofore taken by any officer, director, or authorized agent of the Company in connection with the foregoing resolutions are hereby approved, ratified, confirmed, and adopted in all respects as the acts and deeds of the Company.
GENERAL PROVISIONS
This written consent may be executed in one or more counterparts, each of which shall be deemed an original. Delivery of an executed counterpart by electronic transmission shall be effective as delivery of a manually executed counterpart.
The Secretary is hereby authorized and directed to file this written consent with the minutes of the proceedings of the Board.
SIGNATURES
IN WITNESS WHEREOF, the undersigned directors have executed this Unanimous Written Consent as of the Effective Date first written above.
DIRECTORS:
_________________________
[DIRECTOR NAME 1]
Date: [DATE]
_________________________
[DIRECTOR NAME 2]
Date: [DATE]
_________________________
[DIRECTOR NAME 3]
Date: [DATE]