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Annex E - Examples of Resolution of the Directors and of Resolution of Shareholders
Annex D |
Table of Contents |
Frequently Asked
Questions
1. Resolutions of the Directors of (indicate the name of the corporation)
The undersigned, being the director(s) of (indicate the name of the corporation ),
hereby sign(s) the following resolutions:
Designation of Offices
Resolved that the Corporation shall have (designate offices that will
be used: i.e. a Chair of the Board, a President, one or more Vice Presidents,
a Secretary and/or a Treasurer ) and may have one or more assistants to those
and to any other office hereafter designated by the board of directors.
The above resolution should specifically
designate only those offices that are intended to be used.
Duties and Powers of Officers
Resolved that the officers of the Corporation shall exercise the following
duties and powers:
- The Chair of the Board shall, when present, preside at all meetings of the
board of directors. The President shall, when present, preside at all meetings
of the board of directors in the absence of the Chair of the Board and at
all meetings of shareholders and shall be responsible for the management of
the business and affairs of the Corporation.
- The Vice President, or, if more than one, the Vice Presidents, shall assist
the President in the performance of the President's duties and, in order of
seniority as determined by the board of directors, may perform the duties
and exercise the powers of the President during the absence or inability to
act of the President. If a Vice President performs any such duty or exercises
any such power, the absence or inability of the President shall be presumed
with respect thereto.
- The Secretary shall give, or cause to be given, all notices required to
be given to shareholders, directors, auditors and members of committees of
the board of directors. The Secretary shall attend meetings of the board of
directors and of the shareholders and shall enter or cause to be entered in
books kept for that purpose minutes of all proceedings at such meetings. The
Secretary shall be the custodian of the stamp or mechanical device generally
used for affixing the corporate seal of the Corporation, if any.
- The Treasurer shall keep or cause to be kept full and accurate books of
account in which shall be recorded all receipts and disbursements of the Corporation
and, under the direction of the board of directors, shall control the deposit
of money, the safekeeping of securities and the disbursement of the funds
of the Corporation. The Treasurer shall render an account of the financial
position of the Corporation to the board of directors at each meeting of the
board of directors, or whenever otherwise required by the board of directors.
- Officers shall, in addition to those prescribed by this resolution, perform
such duties and exercise such powers of management of the business and affairs
of the Corporation as may from time to time be prescribed by the board of
directors. An assistant to any officer shall assist such officer in the performance
of such officer's duties and may perform the duties and exercise the powers
of such officer during the absence or inability to act of such officer. If
an assistant performs any such duty or exercises any such power, the absence
or inability to act of such officer shall be presumed with respect thereto.
The above resolution should deal only with those offices that have been designated.
If some offices are designated at a later time, the duties and powers of those
positions should be set out at that time.
Appointment of Officers
Resolved that:
(Indicate the name of the Chair of the Board of the Corporation ) is
appointed Chair of the Board of the Corporation.
(Indicate the name of the President ) is appointed President of the Corporation.
(Indicate the name of the Vice President ) is appointed a Vice President
of the Corporation.
(Indicate the name of the Secretary ) is appointed Secretary of the Corporation.
(Indicate the name of the Treasurer ) is appointed Treasurer of the Corporation.
Execution of Documents
Resolved that deeds, transfers, assignments, contracts, obligations,
certificates and other instruments may be signed on behalf of the Corporation
by (indicate any director or officer/any two directors or officers ) of
the Corporation. In addition, the directors may from time to time direct the
manner in which and the person or persons by whom any particular instrument
or class of instruments may or shall be signed.
(Indicate the name of class of shares ) Share Certificates
Resolved that the form of certificate annexed hereto is approved and
adopted as the form of certificate for the (indicate the name of class) shares
in the capital of the Corporation.
Banking Resolution
Resolved that the banking resolution, in the form required
by the (indicate the name of bank ), a copy of which is annexed
hereto as Schedule "B",
is hereby approved.
Insert the appropriate form of banking resolution, which is provided by your
bank, here.
Financial Year End
Resolved that the financial year of the Corporation shall end on (indicate
the day and month ) in each year.
Appointment of Auditors
Resolved that (indicate the name of the auditor
), Chartered Accountants, are appointed auditors of the Corporation to hold
office until the first annual general meeting of shareholders at such remuneration
as may be fixed by the directors.
If you decide to dispense with the audit
requirement (which requires the agreement of all shareholders), delete the paragraph
above and include the paragraph approving an accountant found in the sample
Organizational Resolutions of the Shareholder(s) below.
Corporate Seal
Resolved that the corporate seal of the Corporation is in the form impressed
hereon.
There is no requirement for a corporation
to have a corporate seal. If you decide not to have one, you should omit this
resolution.
Dated: (indicate the day, month and year)
Director: (signature)
Subscription for One Common Share
To: (indicate the name of the corporation)
The undersigned hereby subscribes for one common share in the capital of the
Corporation and tenders herewith the sum of (indicate an amount in dollars )
in full payment of the subscription price for such share.
The undersigned hereby requests that the said share be allotted to the undersigned,
that such share be issued as fully paid and non-assessable and that a certificate
representing such share be issued in the name of the undersigned.
Dated: (indicate the day, month and year)
Director: (signature)
Where there is only one director:
Resolution of the Director of (indicate the name of the corporation)
The undersigned, being the sole director of (indicate the name of the corporation ),
hereby signs the following resolution:
Allotment and issuance of shares to (indicate the name of the directors )
Resolved that:
- The subscription of (indicate the name ) for one common
share in the capital of the Corporation, which subscription is annexed hereto,
is accepted.
- The consideration for the allotment and issue of the said common share subscribed
for as aforesaid is fixed at (indicate an amount in dollars
).
- One common share in the capital of the Corporation is allotted to (indicate
the name ).
- The Corporation having received the sum of (indicate an amount in
dollars ) in full payment of the subscription price for the said
common share, such share is issued and shall be held as a fully paid and non-assessable
share and a certificate therefore shall be issued to (indicate the
name)
Dated: (indicate the day, month and year)
Director: (signature)
2. Organizational Resolutions of the Shareholder(s) (indicate
the name of the corporation)
Election of Director(s)
Resolved that the following person(s) is/are hereby elected
directors of the Corporation for the ensuing year or until their successor(s)
has/have been duly elected: (Indicate the name of the administrator)
Resolved that:
- Pursuant to the Canada Business Corporations Act, an auditor of
the Corporation shall not be appointed; and
- (Indicate the names of the accountants ) are hereby appointed accountants
of the Corporation to hold office until the first annual general meeting of
the shareholders or until their successors have been duly appointed at such
remuneration as may be fixed by the directors, the directors being hereby
authorized to fix such remuneration.
The undersigned, being all the shareholders of the Corporation, hereby consent,
by their signatures, to the foregoing resolutions pursuant to the provisions
of the Canada Business Corporations Act.
Dated: (indicate the day, month and year)
Shareholders: (signature)
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