A Resolution To Appoint A Director is a fundamental corporate governance document used when a new director needs to be appointed to a corporation's board in Canada. This document is required in various situations, such as filling a vacancy, expanding the board, or replacing an existing director. It must comply with the Canada Business Corporations Act (CBCA) or relevant provincial corporate legislation, depending on where the corporation is incorporated. The resolution includes crucial information such as the new director's details, confirmation of their eligibility, effective date of appointment, and any specific terms or conditions. It forms part of the corporate records and may be required for regulatory filings, banking updates, and other administrative purposes. The document can be passed either at a meeting of shareholders/directors or by written resolution, depending on the corporation's bylaws and applicable legislation.
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1. Title and Date: Formal title of the resolution and date of the resolution
2. Corporation Details: Full legal name of the corporation and registration number
3. Type of Resolution: Specify whether this is a resolution of shareholders or directors, and whether it's ordinary or special
4. Recitals: Background information explaining the context and reason for the appointment
5. Resolution Statement: The formal 'RESOLVED THAT' statement appointing the new director
6. Director Information: Full legal name, address, and other required details of the appointed director
7. Effective Date: The date when the appointment becomes effective
8. Certification: Statement certifying that the resolution was duly passed, including signature block for authorized signatory
1. Quorum Statement: Statement confirming that quorum was present (used for resolutions passed at meetings)
2. Meeting Details: Information about the meeting where the resolution was passed (used when appointment is made at a meeting rather than by written resolution)
3. Replacement Statement: Statement regarding the director being replaced, if applicable (used when the appointment is to fill a vacancy)
4. Conditional Provisions: Any conditions that must be met before the appointment becomes effective (used when appointment is subject to conditions like regulatory approval)
5. Term of Office: Specific details about the term of the appointment, if not until the next annual general meeting
6. Additional Authorizations: Additional authorizations for filing forms or taking other necessary actions to implement the resolution
1. Director Consent: Written consent of the new director to act as director
2. Director Information Form: Detailed information about the director for corporate records and regulatory filings
3. Director Qualification Statement: Statement confirming the director meets all qualification requirements under applicable law
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Financial Services
Technology
Manufacturing
Retail
Healthcare
Energy
Mining
Real Estate
Transportation
Telecommunications
Professional Services
Non-Profit
Education
Agriculture
Construction
Relevant Teams
Legal
Corporate Secretariat
Compliance
Corporate Governance
Board Administration
Executive Office
Administrative Services
Corporate Affairs
Regulatory Affairs
Relevant Roles
Chief Executive Officer
Corporate Secretary
General Counsel
Board Chairman
Chief Legal Officer
Compliance Officer
Corporate Governance Officer
Board Administrator
Legal Counsel
Company Secretary
Director of Corporate Affairs
Governance Manager
Chief Administrative Officer
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