Board Resolution Format for Resignation of Director

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF [COMPANY FULL LEGAL NAME] IN LIEU OF A SPECIAL MEETING

DOCUMENT CONTROL INFORMATION

• Document Title: Board Resolution and Separation Protocol for Resignation of Director
• Document Identifier: BR-RES-[YYYYMMDD]-[001]
• Effective Date: [Effective Date]
• Document Version: Version 1.0 (Final / Corporate Secretarial Execution)
• Governing Jurisdiction: State of [State/Commonwealth of Formation, e.g., Delaware], United States of America

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STATUTORY & LEGAL COMPLIANCE NOTICE

IMPORTANT LEGAL NOTICE: This document constitutes a formal corporate action of the Board of Directors of [Company Full Legal Name] (the "Corporation") adopted in accordance with the General Corporation Law of the State of [State of Incorporation, e.g., Delaware] (e.g., 8 Del. C. § 141(f)), the Corporation’s Certificate or Articles of Incorporation, and its Bylaws. This resolution effects the formal acceptance of a director resignation, addresses the revocation of authority, preserves post-termination statutory and contractual covenants, and provides for general releases and regulatory filings. Corporate governance statutes vary across jurisdictions. Legal counsel must verify compliance with local mandatory filing periods (e.g., filing Form DIR-12 under Indian Companies Act 2013, Form TM01 with UK Companies House, or updating Annual Reports/Franchise Tax statements with the Delaware Secretary of State or equivalent authority) and specific internal constitutional requirements prior to execution.

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PARTIES, CORPORATE BACKGROUND & RECITALS

THE UNDERSIGNED, constituting all the members of the Board of Directors (the "Board") of [Company Full Legal Name], a corporation organized and existing under the laws of the State of [State of Incorporation] (the "Corporation"), having its principal executive office at [Principal Address], do hereby unanimously consent to, adopt, and approve the following resolutions and operative provisions in writing pursuant to the governing corporate statutes and the organizational documents of the Corporation:

WHEREAS, [Resigning Director Full Legal Name] (the "Resigning Director"), residing at [Resigning Director Residential Address], currently serves as a member of the Board and, if applicable, holds designated corporate offices, board committee seats, and signatory authorities within the Corporation; and

WHEREAS, the Resigning Director has formally submitted a written letter of resignation, dated [Resignation Letter Date], attached hereto as Exhibit A, tendering their unconditional resignation from the Board, all committees thereof, and all directorships, officerships, and fiduciary appointments with the Corporation and its subsidiaries, to take effect as of 11:59 P.M. local time on [Effective Date] (the "Separation Effective Date"); and

WHEREAS, the Board has evaluated the resignation, determined that it is in the best interests of the Corporation and its stockholders to formally accept said resignation, revoke all delegated authorities, confirm the post-resignation restrictive covenants and intellectual property assignments, specify any agreed severance or final compensation, and authorize the remaining officers to carry out all necessary corporate and regulatory filings;

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby establishes, authorizes, and executes the following exhaustive operative legal provisions and formal corporate actions:

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EXHAUSTIVE OPERATIVE CLAUSES & LEGAL TERMS

1. Formal Acceptance of Resignation & Scope of Separation

1.1. Formal Acceptance. Pursuant to the Bylaws of the Corporation and applicable statutory law, the Board hereby formally accepts the resignation of [Resigning Director Full Legal Name] as a Director of the Corporation, effective unconditionally as of the Separation Effective Date.
1.2. Relinquishment of Fiduciary Status. As of the Separation Effective Date, the Resigning Director ceases to possess or exercise any director rights, voting powers, board observation privileges, or corporate governance authority. The Resigning Director is relieved of all active fiduciary duties to the Corporation that arise strictly after the Separation Effective Date, without prejudice to any post-termination obligations, statutory claims for prior bad-faith acts, or continuing common-law duties concerning the Corporation's confidential information.
1.3. Committee Seats and Subsidiary Entities. The resignation accepted herein extends to any and all committees of the Board (including, without limitation, the Audit Committee, Compensation Committee, and Nominating & Corporate Governance Committee), as well as any directorships, officer positions, or legal representative roles held by the Resigning Director in any subsidiary, affiliate, or joint venture of the Corporation.

2. Immediate Revocation of Delegated Authority and Access

2.1. Revocation of Signatory Authority. All powers of attorney, operational delegations, signature cards, administrative credentials, and general authorization powers granted to the Resigning Director to bind the Corporation, enter into contracts, or incur debt are hereby revoked immediately as of the Separation Effective Date.
2.2. Banking and Financial Institutions. The officers of the Corporation are directed to issue written notices of authority revocation to all banks, financial depositories, credit facilities, payment processors, and investment institutions where the Resigning Director is currently named as an authorized signatory or administrative user.
2.3. Information Technology and Facility Access. The Corporation’s Information Technology and Operations divisions are instructed to terminate, deactivate, or re-route all corporate email addresses, cloud infrastructure credentials, internal communication channels (e.g., Slack, Microsoft Teams), virtual private networks (VPNs), and physical access cards previously assigned to the Resigning Director, effective immediately upon the Separation Effective Date.

3. Compensation, Separation Payment Terms, and Settlement

3.1. Director Fees and Expense Reimbursement. The Corporation shall pay to the Resigning Director the accrued, unpaid professional director fees, if any, calculated strictly pro-rata through the Separation Effective Date, totaling [Amount in USD] (the "Director Settlement Amount"), payable via corporate wire transfer or direct deposit within thirty (30) calendar days following the Separation Effective Date.
3.2. Expense Reimbursement Processing. The Resigning Director shall submit all final requests for reimbursement of legitimate, documented, ordinary, and necessary corporate expenses incurred on behalf of the Corporation prior to the Separation Effective Date no later than fourteen (14) calendar days following the Separation Effective Date. Approved reimbursements shall be settled in the Corporation’s next regular accounts payable cycle.
3.3. Equity Interests and Options. Any unvested stock options, restricted stock units (RSUs), profits interests, or other equity incentives held by the Resigning Director shall cease vesting immediately on the Separation Effective Date, and any vested equity rights shall be governed strictly by the provisions of the Corporation's applicable Equity Incentive Plan and the respective individual Award Agreement(s). No unearned compensation, golden parachute, or severance payments shall be owed except as explicitly set forth in a separate, validly executed separation agreement approved by the Board.

4. Intellectual Property Ownership & Work Made for Hire Validation

4.1. Affirmation of Full Assignment. The Resigning Director hereby reaffirms, warrants, and agrees that all inventions, discoveries, designs, technical data, corporate strategic plans, software code, algorithms, brand assets, trade secrets, work product, and written materials conceived, developed, or reduced to practice—either solely or jointly—during their tenure as a director or officer that relate to the current or contemplated business of the Corporation constitute "works made for hire" under the United States Copyright Act (17 U.S.C. § 101 et seq.) or the equivalent statutory doctrine of applicable foreign jurisdictions.
4.2. Complete Conveyance. To the extent any such intellectual property rights do not qualify by operation of law as works made for hire, the Resigning Director irrevocably sells, assigns, and transfers to the Corporation all worldwide right, title, and interest in and to such intellectual property, free and clear of all liens, claims, encumbrances, or moral rights.
4.3. Further Assurances. The Resigning Director shall, upon the reasonable request of the Corporation and at the Corporation's sole expense, execute and deliver all such further assignments, declarations, patent applications, and documents as may be reasonably required to perfect, register, or defend the Corporation’s exclusive ownership of said intellectual property.

5. Mutual Confidentiality, Non-Disclosure, and Trade Secrets

5.1. Continuing Obligation. The Resigning Director acknowledges that during their service, they have had access to non-public, highly proprietary information, including but not limited to business plans, financial models, capitalization tables, intellectual property disclosures, client and vendor identities, and regulatory correspondence ("Confidential Information"). The Resigning Director shall strictly maintain the secrecy of all Confidential Information and shall not, directly or indirectly, use, disclose, distribute, or reverse-engineer any portion thereof without the prior written consent of the Board.
5.2. Return of Corporate Property and Data. On or before the Separation Effective Date, the Resigning Director shall surrender to the Corporation all physical assets, equipment, laptops, mobile devices, security tokens, and original documents belonging to the Corporation. The Resigning Director further agrees to securely delete any electronic copies of Confidential Information residing on personal drives, cloud backups, or devices and certify such deletion in writing upon request by the Corporate Secretary.

6. Representations and Warranties

6.1. Representations by the Resigning Director. The Resigning Director represents and warrants to the Corporation that:
(a) The decision to resign was made voluntarily, independently, and without duress;
(b) The resignation does not result from any undisclosed disagreement or dispute with the Corporation, its Board, management, or auditors concerning corporate operations, financial statements, accounting principles, internal controls, regulatory compliance, or governance integrity, except as explicitly disclosed on the record to the Board prior to the date hereof;
(c) They have not entered into any contract, agreement, or arrangement that impairs the Corporation's operations, assets, or goodwill; and
(d) They hold no undisclosed claims, causes of action, or demands against the Corporation, its officers, directors, or employees.
6.2. Representations by the Corporation. The Corporation represents and warrants that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation, and has all requisite corporate power and authority to pass this resolution and honor its commitments hereunder.

7. Indemnification Continuity & Limitation of Liability

7.1. Preservation of Indemnification Rights. Nothing in this Resolution shall impair, limit, waive, or diminish any existing right of the Resigning Director to defense, indemnification, or advancement of legal expenses arising under the General Corporation Law of the State of [State of Incorporation], the Certificate or Articles of Incorporation, the Bylaws of the Corporation, or any separate Indemnification Agreement executed between the Corporation and the Resigning Director, with respect to acts, omissions, or occurrences transpiring prior to the Separation Effective Date while the Resigning Director served in an official fiduciary capacity.
7.2. Directors and Officers Liability Insurance. The Corporation covenants that it shall maintain the Resigning Director as an insured party under its current policy of Directors’ and Officers’ (D&O) liability insurance (or through a tail/extended reporting period policy) for a period of not less than six (6) years following the Separation Effective Date, on terms and coverage limits no less favorable than those provided to the remaining or succeeding directors.
7.3. Statutory Limitation of Liability. To the fullest extent permitted by applicable state corporate law, the Resigning Director shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director occurring prior to the Separation Effective Date, subject to statutory exceptions for breach of the duty of loyalty, acts or omissions not in good faith or involving intentional misconduct, or unlawful stock redemptions and dividend distributions.

8. Regulatory Filings, Statutory Disclosures, and Implementation Authority

8.1. Authorization of Officers. The Chief Executive Officer, President, Chief Financial Officer, and Corporate Secretary (the "Authorized Officers"), or any one of them acting individually, are hereby authorized, empowered, and directed in the name and on behalf of the Corporation to prepare, execute, verify, deliver, and file any and all statutory documents required by state, federal, or foreign regulatory agencies to reflect the Resigning Director’s departure.
8.2. Statutory Filings. Such authorizations include, without limitation:
(a) Executing and submitting an amendment to the Corporation's Annual Report or Franchise Tax Report with the Secretary of State of the State of [State of Incorporation];
(b) Filing relevant corporate governance updates with any foreign jurisdiction in which the Corporation is qualified to do business;
(c) If applicable, filing a Current Report on Form 8-K under Item 5.02 with the U.S. Securities and Exchange Commission (SEC) within four (4) business days of the event, ensuring absolute accuracy of the disclosure; and
(d) Updating the Corporation's primary Minute Book, stock ledger, register of directors and officers, and related internal records.

9. Governing Law, Dispute Resolution, and Arbitration

9.1. Governing Law. This Consent, the attached resolutions, and any dispute arising out of or relating to the Resigning Director’s separation from the Board shall be governed by, construed, and enforced in accordance with the substantive laws of the State of [State of Incorporation], without giving effect to any principles of conflicts of law that would apply the substantive law of another jurisdiction.
9.2. Mandatory Dispute Resolution & Arbitration. Any controversy, claim, or dispute arising out of or relating to this Resolution, the resignation, or the breach of post-separation obligations that cannot be settled amicably within thirty (30) days of written notice shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The place of arbitration shall be [City, State]. The arbitration panel shall consist of a single neutral arbitrator selected in accordance with said rules. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
9.3. Equitable Relief. Notwithstanding Section 9.2, either party retains the immediate right to seek preliminary injunctive relief or other equitable remedies in any court of competent jurisdiction located in [County, State] to restrain any breach or threatened breach of Section 4 (Intellectual Property) or Section 5 (Confidentiality).

10. Miscellaneous Corporate Provisions

10.1. Severability. If any provision, clause, or sentence of this Resolution is held invalid, illegal, or unenforceable by an arbitrator or court of competent jurisdiction, such invalidity shall not affect the remaining provisions, which shall continue in full force and effect.
10.2. Electronic Execution and Counterparts. This Written Consent may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered electronically via facsimile, PDF, or certified digital signing platforms (e.g., DocuSign, Adobe Sign) shall be valid, binding, and fully enforceable pursuant to the federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the Uniform Electronic Transactions Act (UETA).
10.3. Filing in Corporate Records. This Written Consent, along with the resignation letter attached as Exhibit A, shall be filed with the minutes of the proceedings of the Board of Directors in the official minute book of the Corporation by the Corporate Secretary.

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EXECUTION & FORMAL SIGNATURE BLOCKS

IN WITNESS WHEREOF, the undersigned, being the authorized representative of the Corporation and the Resigning Director, have executed this Board Resolution and Separation Acknowledgment as of the Effective Date specified above.

FOR [COMPANY FULL LEGAL NAME]:

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role, e.g., Chief Executive Officer & Director]
Company: [Company Full Legal Name]
Date: [Date]

FOR [RESIGNING DIRECTOR FULL LEGAL NAME]:

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role, e.g., Departing Director]
Date: [Date]

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EXHIBIT A

COPY OF FORMAL RESIGNATION LETTER

[Attach copy of formally submitted, signed resignation letter dated [Resignation Letter Date]]

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STEP-BY-STEP EXECUTION & FILING GUIDE

Follow this operational protocol to execute, record, and complete the director resignation process within the corporate secretarial workflow:

1. Document Customization & Field Validation:

   • Open the template in Microsoft Word, Google Docs, or an enterprise contract lifecycle management (CLM) platform.
   • Conduct a global search-and-replace for all standardized bracketed entries (e.g., [Company Full Legal Name], [State of Incorporation], [Resigning Director Full Legal Name], [Amount in USD]).
   • Ensure the [Effective Date] aligns precisely with the effective time designated in the Resigning Director's physical or electronic resignation letter.

2. Verification of Authority & Quorum Requirements:

   • Verify corporate bylaws to determine whether director resignations require formal Board acceptance or become effective unilaterally upon receipt of notice. (In Delaware, resignations take effect upon delivery unless conditioned on a later date/board acceptance; corporate best practice mandates board resolution to clean up committees, banking, and public records).
   • Check whether this action is taken via a Unanimous Written Consent (requiring 100% of all current directors to sign) or passed at a Special Meeting of the Board (requiring appropriate notice, quorum, and majority vote). Adjust the document preamble accordingly if passed at a meeting.

3. Digital Execution via E-Signature Platforms:

   • Upload the completed, finalized document to DocuSign, Adobe Sign, or an equivalent compliant enterprise signature engine.
   • Add execution anchors for:
     1. The Resigning Director (acknowledging resignation, IP assignment, and releases).
     2. The Authorized Officers or Remaining Board Members.
   • Ensure audit trails are generated capturing IP addresses, email authorizations, and UTC timestamps pursuant to the E-SIGN Act and UETA regulations.

4. Internal Governance and Banking Remediation:

   • Corporate Minutes: Transmit the fully executed PDF to the Corporate Secretary. File it into the Corporation’s permanent physical and digital Minute Books.
   • Banking and Treasury Updates: Provide a certified copy of this Resolution to the Corporation’s banking officers, commercial lenders, and credit card issuers to immediately terminate the Resigning Director’s corporate card accounts and wire authorization rights.
   • Internal Register: Update the corporate "Register of Directors and Officers" to reflect the exact date of termination.

5. Statutory and Regulatory Notifications:

   • State Level (USA): Update the list of directors on the next immediate Annual Franchise Tax Report or file an amended Corporate Officer/Director Statement with the Secretary of State where the business was incorporated and where it is qualified as a foreign corporation.
   • Securities and Exchange Commission (Public Companies): If the Corporation is a public reporting entity, draft and submit a Form 8-K under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers) within four (4) business days of the resignation notice.
   • International Entities (Cross-Border Subsidiaries):
     • United Kingdom: File Form TM01 with Companies House within 14 days.
     • India: File Form DIR-12 with the Registrar of Companies (ROC) within 30 days along with the Board Resolution and the Director's resignation letter.
     • Singapore: Notify the Accounting and Corporate Regulatory Authority (ACRA) via BizFile within 14 days.

6. Document Retention:

   • Retain this resolution, the resignation letter, and associated e-signature audit logs permanently in corporate compliance archives in accordance with statutory record-retention policies.