Board Resolution for Appointment of Director Template

UNANIMOUS WRITTEN RESOLUTION OF THE BOARD OF DIRECTORS

APPOINTMENT OF DIRECTOR

DOCUMENT CONTROL

• Effective Date: [Effective Date]
• Document Version: 1.0
• Jurisdiction / Governing Law: Corporation Law of the State of [State/Jurisdiction]
• Corporate Entity: [Company Legal Name], a [State of Incorporation] corporation (the "Corporation")

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OFFICIAL NOTICE & LEGAL DISCLAIMER

This document is a high-level corporate template designed to facilitate the formal appointment of a director pursuant to applicable corporate law and the internal bylaws of the Corporation. Corporate governance requirements vary significantly by jurisdiction, industry, and existing shareholder or voting agreements. Legal counsel, corporate secretaries, or qualified governance professionals should review this document prior to execution to ensure absolute compliance with local statutory mandates, articles of incorporation, and internal governance frameworks.

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PARTIES & DEFINITIONS

1. The Corporation: [Company Legal Name], having its principal place of business at [Company Principal Office Address].
2. The Appointee: [Full Legal Name of New Director], residing at [Appointee Residential Address] ("Appointee").
3. The Board: The Board of Directors of the Corporation.
4. Governing Documents: The Articles of Incorporation and Bylaws of the Corporation, as amended from time to time.

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OPERATIVE CLAUSES & TERMS

1. Recitals & Determination of Vacancy

WHEREAS, the Board has determined that a vacancy currently exists on the Board [or that the expansion of the Board has been duly authorized pursuant to the Bylaws], creating an open seat for a Director; and

WHEREAS, the Governance and Nominating Committee [or if none, the Board as a whole] has reviewed the qualifications, background, and independence of the Appointee and has recommended the Appointee to fill the existing vacancy;

2. Appointment of Director

NOW, THEREFORE, BE IT RESOLVED, that pursuant to the authority vested in the Board under the Corporation Law of [State/Jurisdiction] and the Governing Documents of the Corporation, the Appointee is hereby appointed as a member of the Board of Directors of the Corporation, effective as of [Appointment Effective Date], to serve until the next annual meeting of shareholders at which directors are elected, or until such time as their successor is duly elected and qualified, or until their earlier resignation, removal, or death.

3. Acceptance of Appointment

FURTHER RESOLVED, that the appointment is contingent upon the delivery of a signed Director Acknowledgement, Consent to Serve, and Restrictive Covenants Agreement (including confidentiality and conflict of interest disclosures) to the corporate secretary of the Corporation.

4. Committee Assignments [Optional]

FURTHER RESOLVED, that upon assumption of office, the Appointee is hereby appointed to serve on the following committees of the Board, subject to applicable independence and regulatory requirements:

• [Name of Board Committee, e.g., Audit Committee / Compensation Committee]
• [Name of Board Committee]

5. Director Compensation & Indemnification

FURTHER RESOLVED, that the Appointee shall be entitled to receive standard non-employee director compensation [or specify exact compensation terms, e.g., $________ annually / stock options] as approved by the Board, and shall be entitled to indemnification and advancement of expenses to the fullest extent permitted by the Governing Documents and applicable law, and shall be covered under the Corporation’s Directors and Officers (D&O) liability insurance policy on the same terms as all other serving directors.

6. Authorization of Further Acts

FURTHER RESOLVED, that the officers of the Corporation (including the Chief Executive Officer, President, and Corporate Secretary) are, and each acting individually is, hereby authorized, empowered, and directed to execute and deliver any and all further documents, certificates, filings (including state corporate filings such as Form Changes of Directors), and notices required to effectuate the intent of these resolutions and to ensure public and internal corporate records accurately reflect the composition of the Board.

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EXECUTION & SIGNATURES BLOCK

IN WITNESS WHEREOF, the undersigned, constituting all of the members of the Board of Directors of the Corporation, have executed this Unanimous Written Resolution as of the date first written above, pursuant to Section [Applicable Corporate Law Section, e.g., Section 141(f) of the Delaware General Corporation Law] and the Bylaws of the Corporation, which permit action by unanimous written consent in lieu of a meeting.

DIRECTOR SIGNATURES

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Director Name: [Name of Director 1]
Title: Director
Date: [Date]

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Director Name: [Name of Director 2]
Title: Director
Date: [Date]

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Director Name: [Name of Director 3]
Title: Director
Date: [Date]

(Attach additional signature lines if the Board comprises more than three members)

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CERTIFICATION BY CORPORATE SECRETARY

I, the undersigned, being the duly elected, qualified, and acting Secretary of [Company Legal Name], hereby certify that:

1. The foregoing Unanimous Written Resolution was duly executed by all members of the Board of Directors of the Corporation.
2. The signatures set forth above are authentic.
3. Said resolution has not been modified, amended, or rescinded and remains in full force and effect as of the date hereof.

IN WITNESS WHEREOF, I have hereunto executed my name and affixed the seal of the Corporation.

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Corporate Secretary: [Name of Corporate Secretary]
Title: Secretary
Date: [Date]

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STEP-BY-STEP EXECUTION GUIDE

1. Verify Governance Requirements: Check the Corporation's Bylaws and Articles of Incorporation to confirm whether the Board has the authority to fill vacancies or appoint new directors between annual shareholder meetings, and whether a unanimous written consent or a formal meeting is legally required.
2. Complete Fillable Blanks: Replace all bracketed placeholders (e.g., [Company Name], [Full Legal Name], [Date]) with accurate factual information.
3. Obtain Signatures: Secure physical or cryptographic electronic signatures (e.g., DocuSign, Adobe Sign) from all sitting members of the Board of Directors to ensure the validity of the unanimous written consent.
4. Attain Appointee Consent: Ensure the Appointee signs a separate written consent to act as a director, along with background check acknowledgements, insider trading policy sign-offs, and D&O questionnaires.
5. Corporate Secretary Certification: Have the Corporate Secretary sign the certification block confirming the authenticity and active status of the resolution.
6. Statutory Filings: File any required state-level or regulatory updates (such as an Annual Report update, Statement of Information, or Director Change filing with the Secretary of State) within the statutory window.
7. Record Retention: Archive the fully executed resolution in the official corporate minute book and update the corporate capitalization/governance table and registry of directors.