Board Resolution Template

BOARD OF DIRECTORS RESOLUTION

Company Name: Company Name

State/Country of Incorporation: Jurisdiction

Date of Resolution: Date

RESOLUTION OF THE BOARD OF DIRECTORS

This resolution is adopted by the Board of Directors of Company Name (the "Company") pursuant to State/Country corporate law and the Company's Bylaws.

Resolution Number: Number

MEETING INFORMATION

Type of Action:

Resolution passed at duly convened meeting Written consent in lieu of meeting (unanimous consent)

Meeting Details (if applicable):

• Date: Date
• Time: Time
• Location: Address/Virtual platform
• Meeting Type: Regular/Special/Emergency

Notice:

Proper notice was given per Bylaws Notice waived by all directors

DIRECTORS

Total Number of Directors: Number

Directors Present/Consenting: Number

Quorum: Yes No

(Minimum required: Number)

Directors Participating:

| Name | Title | Present/Consent | Vote | |------|-------|-----------------|------| | Name | Chairman/Director | Yes | For/Against/Abstain | | Name | Director | Yes | For/Against/Abstain | | Name | Director | Yes | For/Against/Abstain |

Directors Absent:

• Name
• Name

RESOLUTION

Subject Matter: Brief description of resolution purpose

WHEREAS, First whereas clause providing background or context;

WHEREAS, Additional whereas clauses as needed;

WHEREAS, Final whereas clause leading to resolution;

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of Company Name hereby authorizes and approves the following:

### Resolution 1: Title of Resolution

RESOLVED, that specific action or decision being authorized;

FURTHER RESOLVED, that additional provisions or conditions;

FURTHER RESOLVED, that officers authorized to implement resolution are hereby authorized and directed to:

• Specific action 1
• Specific action 2
• Specific action 3

And to execute any and all documents and take any actions necessary to effectuate this resolution.

### Additional Resolutions if applicable

RESOLVED, that second resolution if needed;

EXAMPLES OF COMMON RESOLUTIONS

### Example 1: Approval of Contracts

RESOLVED, that the Company is hereby authorized to enter into Type of Contract with Counterparty Name in substantially the form presented to the Board;

FURTHER RESOLVED, that Officer Name, Title, is authorized to execute and deliver such contract on behalf of the Company, with such changes as he/she/they may approve, such approval to be conclusively evidenced by execution thereof.

### Example 2: Opening Bank Account

RESOLVED, that the Company open a bank account with Bank Name;

FURTHER RESOLVED, that Officer Names are designated as authorized signatories on said account;

FURTHER RESOLVED, that the Company adopts the banking resolutions required by Bank Name in the form presented to the Board.

### Example 3: Approval of Financing

RESOLVED, that the Company is authorized to borrow up to \$Amount from Lender Name on the terms and conditions presented to the Board;

FURTHER RESOLVED, that the President/CEO is authorized to execute loan agreements, promissory notes, security agreements, and all related documents;

FURTHER RESOLVED, that the Company may pledge its Assets as collateral for such loan.

### Example 4: Issuance of Stock

RESOLVED, that the Company issue Number shares of Common/Preferred Stock to Name for a purchase price of \$Amount per share;

FURTHER RESOLVED, that upon receipt of full payment, the Secretary is directed to issue stock certificates and update the Company's stock ledger accordingly.

### Example 5: Appointment of Officers

RESOLVED, that Name is hereby appointed as Title of the Company, to serve at the pleasure of the Board;

FURTHER RESOLVED, that Name shall have the powers and duties customary for such office and as set forth in the Bylaws, with annual compensation of \$Amount plus benefits as approved.

### Example 6: Approval of Annual Budget

RESOLVED, that the annual budget for fiscal year Year in the amount of \$Amount, as presented to the Board, is hereby approved;

FURTHER RESOLVED, that management is authorized to make expenditures in accordance with the approved budget.

### Example 7: Declaration of Dividend

RESOLVED, that a dividend of \$Amount per share on the Company's Class of Stock is hereby declared, payable on Payment Date to shareholders of record as of Record Date.

### Example 8: Approval of Merger/Acquisition

RESOLVED, that the Board approves the proposed merger with/acquisition of Target Company Name on the terms set forth in the Agreement Type presented to the Board;

FURTHER RESOLVED, that this transaction be submitted to the shareholders for approval at a special/annual meeting to be held on Date;

FURTHER RESOLVED, that the officers are authorized to take all actions necessary to consummate the transaction upon shareholder approval.

### Example 9: Amendment of Bylaws

RESOLVED, that Article Number, Section Number of the Company's Bylaws be amended to read as follows:

"New language"

FURTHER RESOLVED, that the Secretary file the amended Bylaws with the corporate records.

### Example 10: Ratification of Actions

RESOLVED, that all actions taken by Officer/Committee with respect to matter are hereby ratified, confirmed, and approved.

VOTING RESULTS

Total Votes:

• For: Number
• Against: Number
• Abstain: Number

Result: PASSED FAILED

Vote Required: Majority/Supermajority/Unanimous

CONFLICTS OF INTEREST

Directors with conflicts of interest: None The following directors disclosed conflicts and recused themselves from voting: - Name: Nature of conflict

EFFECTIVENESS

This resolution shall be effective: Immediately Upon Condition or date Other

CERTIFICATION

I, Secretary Name, Secretary of Company Name, hereby certify that:

1. I am the duly elected, qualified, and acting Secretary of the Company;

2. The foregoing resolutions were duly adopted by the Board of Directors at a meeting held on Date, at which a quorum was present and voting, or by unanimous written consent in lieu of a meeting;

3. The resolutions are in accordance with the Company's Articles of Incorporation and Bylaws;

4. The resolutions have not been amended, modified, or rescinded and remain in full force and effect as of the date hereof.

IN WITNESS WHEREOF, I have executed this certificate and affixed the corporate seal of the Company this Day day of Month, Year.

CORPORATE SEAL

Affix seal if applicable

SECRETARY'S SIGNATURE:

_______________________

Secretary Name Secretary

Date: _____________

ATTACHMENT:

Copy of meeting minutes attached Written consent form attached Supporting documents attached

DISTRIBUTION:

Copies of this resolution distributed to:

• All directors
• Corporate records
• Other recipients as needed

Filed with corporate records on: Date