Board Resolution Format for Death of Director

CORPORATE RESOLUTION: ACKNOWLEDGMENT OF VACANCY DUE TO DEATH OF DIRECTOR

Document ID: CORP-RES-DIR-DTH-[YYYYMMDD]-001 Effective Date: [Date] Version: 1.0 Governing Jurisdiction: [Insert State/Country, e.g., Delaware, USA]

LEGAL COMPLIANCE NOTICE

DISCLAIMER: This document is a template provided for informational purposes as a baseline for corporate governance. It does not constitute specific legal advice. Corporate laws vary significantly by jurisdiction (e.g., General Corporation Law vs. Companies Act). Counsel must verify that this resolution complies with the entity’s specific Articles of Incorporation, Bylaws, and the governing statutes of the jurisdiction of incorporation. Ensure compliance with state-specific filing requirements (e.g., Secretary of State filings) regarding the resignation or removal of officers/directors.

I. RECITALS

WHEREAS, [Company Full Legal Name] (the "Company") is a corporation duly organized and existing under the laws of [Governing Jurisdiction];

WHEREAS, the Board of Directors (the "Board") has been formally notified of the passing of [Deceased Director Full Name], who served as a member of the Board of Directors of the Company;

WHEREAS, the Board acknowledges the loss and desires to formally record the vacancy created by said death in the official corporate minute book and records of the Company;

II. OPERATIVE RESOLUTIONS

1. Acknowledgment of Decease. The Board of Directors hereby acknowledges, with formal regret, the passing of [Deceased Director Full Name] on [Date of Death]. The Board expresses its gratitude for the service rendered by the late Director to the Company.

2. Creation of Vacancy. The Board hereby formally recognizes that a vacancy now exists on the Board of Directors, effective as of [Date of Death]. This vacancy shall be recorded in the official corporate records and reported to the relevant regulatory authorities as required by the Governing Jurisdiction.

3. Revocation of Authority. Effective immediately upon the date of this resolution, any and all signature authorities, banking powers, representative capacities, or administrative access rights previously granted to [Deceased Director Full Name] on behalf of the Company are hereby revoked, rescinded, and terminated in their entirety. The Secretary of the Company is instructed to notify all financial institutions, governmental agencies, and relevant third-party counterparties of this revocation.

4. Authorization to Amend Corporate Records. The Secretary or any other officer of the Company is hereby authorized and directed to file any necessary notices, amendments to corporate filings, or documentation with the [Secretary of State/Registry of Companies] in [Governing Jurisdiction] to reflect the change in the composition of the Board.

5. Further Action. The officers of the Company are hereby authorized and directed to execute and deliver such further documents and to take such further actions as they may deem necessary or appropriate to carry out the intent and purpose of these resolutions.

III. EXECUTION & SIGNATURE BLOCKS

CERTIFICATION: I, [Secretary/Authorized Signatory Name], do hereby certify that I am the duly elected [Title] of [Company Full Legal Name], and that the foregoing is a true and correct copy of the resolution adopted by the Board of Directors at a meeting held on [Date], at which a quorum was present and voting.

FOR [COMPANY FULL LEGAL NAME]:

Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Company Legal Name] Date: [Date]

FOR [WITNESS / SECOND DIRECTOR]:

Signature: _____________________________________ Printed Name: [Name of Witnessing Director] Title: [Title / Role] Date: [Date]

IV. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Finalization:

   • Open in Microsoft Word or Google Docs.
   • Replace all bracketed text [ ] with precise legal data. Ensure the [Date of Death] matches the official Death Certificate.
   • Verify the "Governing Jurisdiction" matches the state where the entity is legally formed.

2. Verification of Authority:

   • Confirm that the person signing as "Secretary" or "Authorized Signatory" is currently authorized under the Company Bylaws to certify Board actions.
   • Attach a copy of the Death Certificate (or a certified extract) to the corporate minute book, though it should generally not be filed publicly unless specifically requested by a regulatory body.

3. Digital Execution:

   • Utilize a secure platform (DocuSign, Adobe Sign, or HelloSign).
   • Ensure the audit trail (Certificate of Completion) is archived with the signed resolution.

4. Record Retention & Filing:

   • Internal: Place the original signed resolution and the certification of the Board vote into the corporate Minute Book.
   • Banking: Immediately provide a certified copy to all banking institutions where the Company holds accounts to update authorized signatories.
   • External: If required by the state of incorporation (e.g., Annual Report filings), submit the amended Director list to the Secretary of State or equivalent corporate registrar.
   • Insurance: Notify the Company’s D&O (Directors and Officers) insurance carrier regarding the change in board composition.