On this pageKey Terms

Founder Separation Stockholder Written Consent

The undersigned, being stockholders of [Full legal name of the Delaware corporation], a Delaware corporation (the "Company"), holding at least the minimum number of votes that would be necessary to authorize or take the following actions at a meeting at which all shares entitled to vote thereon were present and voted, pursuant to Section 228(a) of the Delaware General Corporation Law, hereby adopt the following resolutions by written consent, effective as of [Date the stockholder consent is effective and signed]:

WHEREAS, [Full name of the departing founder] (the "Founder") has separated from the Company, and the Company's departure records require an action that is reserved to the stockholders and that the Board of Directors (the "Board") cannot accomplish by board action alone.

Note: This stockholder written consent is used ONLY when a stockholder-reserved act is actually required — for example, the forced removal of a non-resigning director (removal of a director is a stockholder power under Section 141(k) of the Delaware General Corporation Law, not a board power), an amendment to a certificate of incorporation that fixes the number of directors, or an act needed to satisfy a voting agreement or protective provision. A clean, voluntary founder separation is fully accomplished by the board written consent and does NOT require this document. Where signatures are collected over time, each stockholder should date his or her own signature: under Section 228 the consents necessary to take the action must be delivered to the corporation within 60 days of the earliest dated consent. Always consult with counsel before using this consent.

Key Terms

Company[Full legal name of the Delaware corporation]
Founder[Full name of the departing founder]
Stockholder Action[The stockholder-reserved act being effected by this consent (describe the act)]
Consent Date[Date the stockholder consent is effective and signed]

Resolutions

1. Stockholder Action

Adopt the resolution matching the stockholder-reserved action being taken (selected action: [The stockholder-reserved act being effected by this consent (describe the act)]). These options are mutually exclusive — adopt only the one that applies.

Option A — Remove a director (Section 141(k)). RESOLVED, that [Full name of the director being removed (used when stockholder_action is remove-director)] be, and hereby is, removed as a director of the Company, effective as of the date of these resolutions, pursuant to Section 141(k) of the Delaware General Corporation Law; and

RESOLVED FURTHER, that the resulting vacancy on the Board be addressed in accordance with the Company's certificate of incorporation and bylaws and the Delaware General Corporation Law.

Note on director removal — confirm before relying on Option A. Section 141(k) makes removal a stockholder act, but its exceptions can change the standard or the required vote. If the board is classified (staggered), stockholders may remove a director only for cause unless the certificate of incorporation provides otherwise. If the corporation has cumulative voting, a director may not be removed without cause if the votes cast against removal would have been enough to elect that director. A director elected by a separate class or series of stock is generally removable only by that class or series. Confirm the certificate of incorporation, bylaws, and any voting or stockholders' agreement — and consult counsel — before removing a director by this consent.

Option B — Amend the charter to fix board size. RESOLVED, that the amendment to the Company's certificate of incorporation fixing the authorized number of directors of the Company, in substantially the form presented to the stockholders, be, and it hereby is, adopted and approved in all respects; 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 execute and file a certificate of amendment with the Secretary of State of the State of Delaware and to take all other actions necessary or appropriate to effect the foregoing amendment.

Option C — Other stockholder-reserved action. RESOLVED, that the stockholder-reserved action described in the Key Terms of this consent be, and it hereby is, authorized and approved in all respects; 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 take all actions and to execute and deliver all documents necessary or appropriate to effect the foregoing action.

2. Notice to Non-Consenting Stockholders

RESOLVED, that, to the extent this Action by Written Consent is signed by holders of less than all outstanding shares entitled to vote on the foregoing action, the officers of the Company be, and each of them hereby is, authorized and directed to give prompt notice of the taking of the foregoing action to those stockholders who have not consented in writing and who, had the action been taken at a meeting, would have been entitled to notice of the meeting, in accordance with Section 228(e) of the Delaware General Corporation Law.

3. 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 Company's stockholders.

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.

Stockholder

Signature:

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

Shares: [Number and class of shares held by the signing stockholder (for example, "1,000,000 shares of Common Stock")]

Date:

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