> **This is a fill-in template, not legal advice.** Replace every `[bracketed field]`
> with your own value. `[[Defined Terms]]` (double brackets) are glossary markers, not blanks.
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# Founder Separation Board Written Consent

The undersigned, constituting all of the members of the Board of Directors (the "Board") of [Full legal name of the Delaware corporation], a Delaware corporation (the "Company"), pursuant to Section 141(f) of the Delaware General Corporation Law, hereby adopt the following resolutions by written consent, effective as of [Date the board consent is effective and signed]:

**WHEREAS**, [Full name of the departing founder] (the "Founder") has notified the Company of the Founder's resignation from all officer and director positions with the Company; and

**WHEREAS**, the Board believes it is in the best interests of the Company to accept that resignation, to remove the Founder from any offices then held, to exercise the Company's repurchase right over the Founder's unvested shares under the Founder's existing [Reference to the founder's existing Restricted Stock Purchase Agreement (for example, "Restricted Stock Purchase Agreement dated January 1, 2022")] (the "RSPA"), and to address the resulting board vacancy.

*Note: These resolutions memorialize a founder's voluntary resignation. They do NOT effect a forced removal of a non-resigning director — under Section 141(k) of the Delaware General Corporation Law removal of a director is a stockholder act, not a board act, so a contested departure requires a stockholder written consent under Section 228. Watch the sequencing: Section 141(f) requires the consent of ALL directors then in office, so if the Founder's resignation specifies a later effective date, either adopt this consent on or after that effective date or include the Founder among the signing directors — a consent adopted before the resignation takes effect without the Founder's signature is not a valid board act. Likewise, a cash buyback of vested shares (as opposed to a repurchase of unvested shares at their nominal original price) implicates the Section 160 surplus limit, potential director liability under Section 174, and Section 409A / fair-market-value and QSBS considerations; consult counsel before authorizing such a buyback. These resolutions authorize only the default exercise of the Company's existing repurchase right over unvested shares under the RSPA — a negotiated buyback (especially of vested shares, or at a premium) requires its own tailored authorizing resolutions.*

## Key Terms

Company
: [Full legal name of the Delaware corporation]

Founder
: [Full name of the departing founder]

Consent Date
: [Date the board consent is effective and signed]

Restricted Stock Purchase Agreement
: [Reference to the founder's existing Restricted Stock Purchase Agreement (for example, "Restricted Stock Purchase Agreement dated January 1, 2022")]

Share Disposition
: [The disposition of the repurchased shares resolved by the board — retired and restored to authorized-but-unissued, or held as treasury. Retirement of shares is a board act under DGCL Section 243(a), so the election belongs in this consent, not in an officer-level instruction.]

## Resolutions

### Acceptance of Resignation

**WHEREAS**, the Founder has tendered a written resignation from all officer and director positions held with the Company; and

**WHEREAS**, under Section 141(b) of the Delaware General Corporation Law a director's resignation is effective upon delivery unless the resignation specifies a later effective date or an effective time determined upon the happening of an event.

**RESOLVED**, that the resignation of the Founder from all officer and director positions with the Company be, and it hereby is, accepted, effective as of the date and time specified in the Founder's written resignation; and

**RESOLVED FURTHER**, that the officers of the Company be, and each of them hereby is, authorized and directed to acknowledge the Founder's resignation and to file a copy of the resignation with the minutes of the proceedings of the Board.

### Removal from Offices

**RESOLVED**, that, for the avoidance of doubt and to the extent not already ended by the Founder's resignation, the Founder be, and hereby is, removed from the office(s) of [Officer titles from which the founder is removed (for example, "Chief Executive Officer and Secretary")] pursuant to the Company's bylaws and Section 142(b) of the Delaware General Corporation Law, effective as of the date of these resolutions; and

**RESOLVED FURTHER**, that any and all authority of the Founder to act for or bind the Company in any officer capacity — including any signing, banking, or transaction authority — be, and it hereby is, terminated, and the officers of the Company be, and each of them hereby is, authorized and directed to take such actions as may be necessary or appropriate to update the Company's banking, payment, and signatory records accordingly.

### Authorization of Share Repurchase

**RESOLVED**, that the Company exercise its right to repurchase the Founder's unvested shares of the Company's capital stock in accordance with the terms of the RSPA, including the exercise window, per-share price, and closing mechanics set forth therein (which terms are not restated in these resolutions); and

**RESOLVED FURTHER**, that the officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to deliver any required repurchase-election notice, to execute and deliver any repurchase or cancellation agreement, and to take all actions necessary or appropriate to complete the repurchase in a manner consistent with Section 160 of the Delaware General Corporation Law (which permits a corporation to acquire its own shares, but not for cash or other property when the capital of the corporation is impaired or would be impaired by the repurchase); and

**RESOLVED FURTHER**, that the Secretary of the Company be, and hereby is, authorized and directed to cancel or take possession of the certificate(s) (or make the corresponding book-entry adjustment for any uncertificated shares) representing the repurchased shares, and to update the Company's stock ledger and capitalization records to reflect the repurchase and the disposition of the repurchased shares resolved below.

The disposition of the repurchased shares is resolved by the Board using the applicable option below (selected disposition: [The disposition of the repurchased shares resolved by the board — retired and restored to authorized-but-unissued, or held as treasury. Retirement of shares is a board act under DGCL Section 243(a), so the election belongs in this consent, not in an officer-level instruction.]). Under Section 160(b) of the Delaware General Corporation Law repurchased shares are not automatically retired, and under Section 243(a) the retirement of shares is a board act, so the election is made here rather than left to an officer-level instruction. These branches are mutually exclusive — adopt only the resolution that applies.

*Option A — Cancel and retire.* **RESOLVED**, that, pursuant to Section 243 of the Delaware General Corporation Law, the repurchased shares be, and hereby are, retired and restored to the status of authorized but unissued shares of the Company, and the officers of the Company be, and each of them hereby is, authorized and directed to effect any related reduction of capital and any required filing in accordance with Sections 243 and 244 of the Delaware General Corporation Law.

*Option B — Hold as treasury.* **RESOLVED**, that the repurchased shares be held by the Company as treasury shares, remaining issued but not outstanding, consistent with Section 160(b) of the Delaware General Corporation Law.

### Management of Board Vacancy

The Board addresses the seat vacated by the Founder using the applicable option below (selected option: [How the board addresses the seat the founder vacated]). These branches are mutually exclusive — adopt only the resolution that applies.

*Option A — Reduce the authorized number of directors.* **RESOLVED**, that, to reflect the departure of the Founder, the authorized number of directors of the Company be, and it hereby is, reduced to [Authorized number of directors after reduction (used when vacancy_action is reduce-board-size)], effective as of the date of these resolutions; provided that, if the Company's certificate of incorporation fixes the number of directors, this reduction requires an amendment to the certificate of incorporation rather than a bare board resolution, and the officers of the Company are directed to obtain any such amendment before giving effect to the reduction.

*Option B — Appoint a replacement director.* **RESOLVED**, that, to fill the vacancy on the Board resulting from the departure of the Founder, [Full name of the director appointed to fill the vacancy (used when vacancy_action is appoint-replacement)] be, and hereby is, appointed as a director of the Company pursuant to Section 223 of the Delaware General Corporation Law, to hold office until the next election of directors and until a successor is duly elected and qualified or until such director's earlier resignation or removal.

*Option C — Leave the seat vacant.* **RESOLVED**, that the vacancy on the Board resulting from the departure of the Founder remain open, to be filled at a later date in accordance with the Company's certificate of incorporation, bylaws, and the Delaware General Corporation Law. Leaving the seat vacant pending a later appointment or the next election is a lawful and common path — particularly where the seat is designated by a class of stock or a voting agreement, in which case the designating holders' rights govern how and when it is filled.

### General Authorizing Resolution

**RESOLVED**, that the officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to take such further actions and to execute and deliver such further documents as may be necessary or appropriate in order to implement the foregoing resolutions.

## Signatures

This Action by Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company.

The undersigned have executed this Action by Written Consent as of the date set forth under his or her name below. Any copy, facsimile, .PDF or other reliable reproduction of this Action by Written Consent may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile, .PDF or other reproduction be a complete reproduction of the entire original writing.

Signature: _______________

Print Name: [Full name of a director signing the consent]

Date: [Date the board consent is effective and signed]