Board Resolution: Creating Nominating and Governance Committee and Adopting Committee Charter
(DE Corporation)

Summary

This template Board Resolution may be adopted by a Delaware corporation in creating a nominating and governance committee and to adopt its committee charter. This template includes practical guidance and drafting notes. This resolution has been drafted as a resolution adopted at a special meeting of the board of directors, but it can also be modified and drafted as a unanimous written consent of the board of directors in lieu of a meeting. 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 a full listing of key content covering Delaware corporate formation, organization, maintenance, ownership, management, and dissolution, see Corporation Resource Kit (DE). For further practical guidance, see NYSE and Nasdaq Board of Directors and Committee Governance Requirements Under Sarbanes-Oxley and Dodd-Frank; for a template charter, see Nominating and Corporate Governance Committee Charter (SEC, NYSE, and Nasdaq compliant); and for a model self-evaluation questionnaire, see Nominating and Corporate Governance Committee Self-Evaluation Questionnaire. For a discussion of directors in Delaware, see Management and Indemnification (DE Corporation).