Board Resolution Format for Director Change

BOARD RESOLUTION: CHANGE OF CORPORATE DIRECTORSHIP

DOCUMENT CONTROL Document ID: RES-DIR-CHG-[YEAR]-[SEQUENTIAL_ID] Effective Date: [Date of Board Meeting] Version: 1.0 Governing Jurisdiction: [State/Country of Incorporation]

LEGAL COMPLIANCE NOTICE

This document constitutes a formal template for a Board Resolution regarding the appointment and/or resignation of a Director. It is drafted for general corporate utility. Because corporate governance laws vary significantly by jurisdiction (e.g., Delaware General Corporation Law vs. UK Companies Act), this document must be reviewed by local legal counsel to ensure compliance with the specific Bylaws, Articles of Association, and local statutory filing requirements of [Company Full Legal Name]. Execution of this resolution does not satisfy mandatory regulatory filings (e.g., Form 8-K or equivalent registrar updates) which must be performed separately.

I. RECITALS

WHEREAS, [Company Full Legal Name], a corporation organized and existing under the laws of [Jurisdiction] (the "Company"), maintains a Board of Directors (the "Board") tasked with the governance and strategic oversight of the Company;

WHEREAS, the Board has determined it to be in the best interest of the Company to effect a change in the composition of the Board of Directors;

NOW, THEREFORE, BE IT RESOLVED, that the following actions are formally adopted and ratified by the Board of Directors of the Company.

II. OPERATIVE RESOLUTIONS

1. RESIGNATION OF DIRECTOR The Board hereby acknowledges and accepts the resignation of [Resigning Director Name] from the position of Director of the Company, effective as of [Resignation Effective Date]. The Board extends its gratitude for the service rendered by the outgoing Director during their tenure. The Secretary of the Company is directed to update the corporate register accordingly.

2. APPOINTMENT OF SUCCESSOR DIRECTOR The Board hereby appoints [New Director Name], residing at [New Director Address], to fill the vacancy created by the aforementioned resignation (or as an additional board seat), effective as of [Appointment Effective Date]. The new Director shall hold office until the next annual meeting of stockholders or until their successor is duly elected and qualified in accordance with the Company’s Bylaws.

3. RATIFICATION OF CORPORATE RECORDS The Secretary of the Company is hereby authorized and directed to update the Minute Book and all relevant corporate records to reflect the change in the Board of Directors and to file all necessary notices with the appropriate governmental authorities in [Jurisdiction] to formalize this change in directorship.

4. AUTHORIZATION OF OFFICERS The officers of the Company are hereby authorized, empowered, and directed, for and on behalf of the Company, to take any and all such actions, including the execution and delivery of any documents, certificates, or filings, as they may deem necessary or advisable to carry out the intent and purpose of the foregoing resolutions.

III. MISCELLANEOUS

• Severability: If any provision of this resolution is held to be invalid or unenforceable, such provision shall be severed, and the remaining provisions shall continue in full force and effect.
• Entire Agreement: This resolution constitutes the entire agreement of the Board regarding the subject matter hereof and supersedes all prior discussions or resolutions pertaining to the directorship composition addressed herein.
• Counterparts: This resolution may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IV. EXECUTION & SIGNATURE BLOCKS

CERTIFICATION BY CORPORATE SECRETARY: I, the undersigned, Secretary of [Company Full Legal Name], do hereby certify that the foregoing is a true and correct copy of the resolution duly adopted by the Board of Directors at a meeting held on [Date], and that said resolution has not been rescinded or modified.

FOR [COMPANY FULL LEGAL NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: Corporate Secretary / Director Company: [Company Full Legal Name] Date: [Date]

V. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Preparation: Open this document in your word processor. Use the [ ] fields to populate specific data. Ensure the "Effective Date" matches the date the Board meeting occurred.
2. Verification of Authority: Before circulating for signature, ensure the "Corporate Secretary" (or person signing) is currently authorized to certify board proceedings per your Bylaws.
3. Execution:
   • Digital: Use a platform like DocuSign or Adobe Sign. Ensure the audit trail is preserved.
   • Wet Ink: Print two (2) originals. Obtain signature from the Secretary.
4. Regulatory Filings:
   • State Level: Check if your state requires a "Change of Registered Agent/Director" form (e.g., Delaware Franchise Tax Board or Secretary of State filings).
   • Internal: Affix a copy of this signed resolution to the Company’s Minute Book immediately.
5. Record Retention: Retain the executed original in the permanent Corporate Minute Book. Digital copies should be encrypted and stored in the Company’s legal document repository.