A Board Resolution Removing Officer is a crucial corporate governance document used when a company's board of directors decides to terminate the position of a corporate officer. Under Philippine law, particularly the Revised Corporation Code, such resolutions must follow specific procedural requirements and documentation standards. The document is typically required when there is a need to remove an officer due to various reasons such as performance issues, restructuring, retirement, or other corporate governance matters. It serves multiple purposes: documenting the board's decision, creating official record for regulatory compliance, enabling updates to corporate registries, and facilitating changes in bank authorizations and other corporate representations. The resolution must include specific elements required by Philippine law and SEC regulations, making it a vital instrument for maintaining proper corporate governance and legal compliance.
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1. Title and Corporate Details: Full legal name of corporation, date, time, and location of board meeting
2. Attendance and Quorum: List of directors present and confirmation of quorum as per company by-laws and Revised Corporation Code requirements
3. Call to Order: Statement confirming proper notice and calling of meeting to order by the Chairman
4. Resolution Introduction: Introductory statement presenting the matter of officer removal for board consideration
5. Officer Identification: Full name and current position of the officer to be removed
6. Authority Statement: Reference to relevant provisions of by-laws and Revised Corporation Code granting authority for removal
7. Removal Declaration: Formal declaration of removal from office, effective date, and termination of authority
8. Certification of Board Action: Record of voting results and adoption of resolution
9. Signature Block: Spaces for Chairman/President and Corporate Secretary signatures with attestation
1. Whereas Clauses: To be included when context or justification for removal needs to be documented, especially in cases of for-cause removal
2. Return of Corporate Property: Include when officer has possession of significant corporate assets, documents, or access credentials
3. Appointment of Replacement: Include when immediate appointment of replacement officer is being made in same resolution
4. Notification Instructions: Include when specific parties (SEC, stakeholders, banks) need to be formally notified of the removal
5. Confidentiality Provisions: Include when sensitive information or trade secrets are involved
6. Transition Provisions: Include when handover of responsibilities needs to be documented
1. Notice of Board Meeting: Copy of meeting notice showing compliance with notice requirements
2. Relevant By-Law Provisions: Extract of corporate by-laws regarding officer removal procedures
3. Secretary's Certificate: Certificate attesting to the authenticity of the resolution and compliance with corporate procedures
4. Voting Record: Detailed record of how each director voted on the resolution
Authors
Relevant legal definitions
Clauses
Relevant Industries
Banking and Financial Services
Manufacturing
Technology
Real Estate
Retail
Healthcare
Education
Transportation
Energy
Telecommunications
Professional Services
Mining
Agriculture
Construction
Media and Entertainment
Relevant Teams
Legal
Corporate Secretariat
Compliance
Corporate Governance
Board Administration
Human Resources
Risk Management
Corporate Affairs
Executive Office
Administrative Services
Relevant Roles
Chief Executive Officer
Corporate Secretary
General Counsel
Compliance Officer
Legal Director
Corporate Governance Officer
Board Director
Chairman of the Board
Chief Financial Officer
Human Resources Director
Risk Management Officer
Legal Manager
Corporate Affairs Manager
Company President
Executive Director
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