A Board Resolution To Hire An Employee is a crucial corporate governance document used in Canadian businesses when formal board approval is required for hiring decisions. This document is typically necessary for senior-level appointments, executive positions, or when required by company bylaws. It demonstrates proper corporate governance, ensures transparency in hiring decisions, and provides clear authorization for employment terms. The resolution must comply with the Canada Business Corporations Act (or relevant provincial corporation acts) and includes essential details such as the position, compensation, start date, and any special terms of employment. It serves as evidence of proper board oversight and is often required by regulatory bodies, auditors, or financial institutions as proof of valid corporate action.
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1. Header and Title: Corporate letterhead, date, and title of the resolution
2. Recitals: Opening statements beginning with 'WHEREAS' that provide context and background for the resolution, including the company's need for the position
3. Resolution Statement: Formal statement beginning with 'BE IT RESOLVED' that declares the board's decision to hire the employee
4. Position Details: Specific details about the position, including title, department, and reporting relationship
5. Employment Terms: Key terms of employment including start date, compensation, and basic benefits
6. Authorization: Statement authorizing specific officers to execute employment documentation and take necessary actions
7. Certification: Secretary's certification that the resolution was duly passed at a properly constituted board meeting
1. Special Authorities: Additional powers or authorities granted to the employee, used when hiring senior executives or officers
2. Stock Options/Equity: Details of any equity compensation, used when the employment package includes shares or options
3. Signing Authority: Specific banking or contractual signing powers, used for senior positions requiring such authority
4. Relocation Terms: Details of any relocation assistance or requirements, used when hiring involves employee relocation
1. Schedule A - Compensation Package: Detailed breakdown of salary, benefits, and other compensation elements
2. Schedule B - Position Description: Detailed job description, responsibilities, and requirements
3. Schedule C - Board Meeting Minutes Extract: Extract from the board meeting minutes showing the motion and voting results
4. Appendix 1 - Employment Agreement: Draft or final employment agreement referenced in the resolution
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