Board Resolution: Appointing Officers
(DE Corporation)

Summary

This template board resolution may be used by the board of directors of a Delaware corporation to authorize the appointment of officers and ratification of any actions previously taken by such officers on behalf of the corporation. This template contains practical guidance, drafting notes, and optional clauses. This template is consistent with Del. Code Ann. tit. 8, § 142(b), which provides, "Officers shall be chosen in such manner and shall hold their offices for such terms as are prescribed by the bylaws or determined by the board of directors or other governing body. Each officer shall hold office until such officer's successor is elected and qualified or until such officer's earlier resignation or removal." These resolutions are drafted in a manner so that they may be included in minutes of a board meeting. If the board instead adopts these resolutions by written consent, this template should be modified accordingly. For a full listing of key content covering Delaware corporate formation, organization, maintenance, ownership, management, and dissolution, see Corporation Resource Kit (DE). For a full listing of key content covering board resolutions for private company corporate governance, see Private Company Corporate Governance Board Resolutions Resource Kit. For additional information regarding management, board actions, and meetings, see Management and Indemnification (DE Corporation).