A Board Resolution For Appointment Of New Director is a crucial corporate governance document required under Canadian law whenever a new director joins a company's board. This document is essential for maintaining proper corporate records and ensuring compliance with the Canada Business Corporations Act (CBCA) or provincial equivalents. It's typically prepared when filling a vacancy, expanding the board, or making changes to board composition. The resolution must include specific details about the appointment, such as the director's personal information, qualifications, and consent to act. It also serves as evidence of proper corporate procedure for regulatory bodies, banks, and other stakeholders. The document should be maintained in the company's minute book and may need to be filed with corporate registries.
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1. Header: Company name, registration number, and date of resolution
2. Present: List of directors present at the meeting and confirmation of quorum
3. Chair: Identification of the meeting's chairperson
4. Notice and Quorum: Confirmation that proper notice was given and quorum requirements were met
5. Background: Brief context for the appointment (e.g., filling vacancy, board expansion)
6. Consideration: Statement that the board has considered the candidate's qualifications and eligibility
7. Resolution: Formal resolution appointing the new director, including effective date
8. Director Details: New director's full name, address, and other required personal information
9. Acceptance: Confirmation of the appointee's acceptance of the position
10. Authorization: Authorization for officers to file necessary documents and complete required registrations
11. Certification: Secretary's certification of the resolution's authenticity
12. Signatures: Space for required signatures (typically Chair and Secretary)
1. Committee Appointments: Used when the new director is also being appointed to board committees
2. Share Ownership: Required for public companies or when share ownership requirements exist
3. Regulatory Compliance: Additional statements needed for regulated industries or public companies
4. Compensation: Include when director compensation terms need to be documented
5. Conflict Check: Statement confirming no conflicts of interest when required by company policy
6. Independence Declaration: Required for public companies to document director independence status
1. Schedule A - Director Consent: Signed consent to act as director form
2. Schedule B - Director Information Form: Biographical information and contact details
3. Schedule C - Director Qualification Declaration: Declaration confirming eligibility under relevant laws
4. Schedule D - Corporate Registry Forms: Required government forms for updating director information
5. Schedule E - Director Agreement: Agreement outlining director's rights and obligations
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