The Board Resolution For Power of Attorney is a crucial corporate governance document used when a Canadian corporation needs to formally delegate authority to specific individuals to act on its behalf. This document becomes necessary in various situations, such as when the corporation requires representation in multiple jurisdictions, during major transactions, or when key executives are temporarily unavailable. The resolution must comply with both federal legislation (such as the Canada Business Corporations Act) and provincial laws governing powers of attorney. It typically includes detailed specifications of the powers granted, any limitations on those powers, the duration of the authority, and may require registration with relevant authorities depending on the jurisdiction and intended use. The document serves as evidence of proper corporate authorization and is often required by banks, government agencies, and other institutions when the attorney attempts to act on behalf of the corporation.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Company Information: Full legal name of the corporation, registration number, and registered office address
3. Recitals: Background information establishing the context and purpose of the resolution, including reference to relevant bylaws or articles of incorporation
4. Quorum Declaration: Statement confirming that the required quorum of directors is present for the meeting
5. Appointment: Formal appointment of the attorney(s), including their full legal names and addresses
6. Powers Granted: Detailed description of the specific powers being granted to the attorney(s)
7. Duration and Termination: Specified period of the power of attorney and conditions for termination
8. Ratification: Statement that the corporation will ratify and confirm actions taken by the attorney within the scope of authority
9. Certification: Declaration that the resolution was duly passed by the board of directors
10. Execution: Space for required signatures of directors and corporate seal
1. Multiple Attorneys Provisions: Section specifying whether multiple attorneys must act jointly or can act separately, used when appointing more than one attorney
2. Geographical Limitations: Section specifying territorial limits of the power of attorney, used when authority is to be restricted to specific regions
3. Substitute Attorney Provisions: Provisions for appointment of substitute attorneys, used when backup attorneys may be needed
4. Reporting Requirements: Section outlining any reporting obligations of the attorney to the board, used for enhanced oversight
5. Compensation: Details of any compensation to be paid to the attorney, used when the attorney will be paid for their services
1. Schedule A - Specific Powers: Detailed list of specific powers and authorities granted to the attorney
2. Schedule B - Specimen Signatures: Sample signatures of the appointed attorney(s) for verification purposes
3. Schedule C - Certificate of Independent Legal Advice: If required, confirmation that the attorney has received independent legal advice
4. Appendix 1 - Board Meeting Minutes: Extract of the board meeting minutes where the resolution was passed
5. Appendix 2 - Corporation's Bylaws Extract: Relevant sections of the corporation's bylaws authorizing the granting of power of attorney
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