Appointing A Director By Ordinary Resolution Template for Canada

When your Canadian corporation needs to appoint a new director, you must follow proper legal procedures to ensure compliance with federal corporate law. The Appointing A Director By Ordinary Resolution is the formal mechanism that allows shareholders to legally authorize new board appointments while meeting all regulatory requirements under the Canada Business Corporations Act.

When do you need this document?

You need this resolution whenever your corporation appoints a new director outside of the annual general meeting process. This commonly occurs when filling unexpected board vacancies due to resignations or removals, expanding your board size to accommodate business growth, or appointing interim directors between annual meetings. The document is also required when replacing directors who become disqualified under CBCA provisions or when adding specialized expertise to your board through mid-term appointments. Financial institutions, government agencies, and business partners often require this documentation when verifying your corporation's current board composition and authorization.

Key legal considerations

Your resolution must clearly identify the appointed director and confirm their qualifications under CBCA Section 105, including Canadian residency requirements and absence of disqualifying factors. The document should reference your corporation's articles of incorporation and by-laws to ensure the appointment complies with any specific director qualification requirements or appointment procedures. You must verify that proper quorum was present when passing the resolution and that the ordinary resolution threshold was met with a majority of votes cast. The appointed director must provide written consent to act, and you should confirm they meet any additional qualifications specified in your corporate by-laws. Proper documentation is essential for maintaining corporate records and satisfying due diligence requirements in future transactions.

Legal requirements in Canada

Under the Canada Business Corporations Act, director appointments by ordinary resolution require compliance with several specific provisions. CBCA Section 106(3) governs the election and appointment process, while Section 105 outlines mandatory director qualifications including the requirement that at least 25% of directors be Canadian residents. Your corporation must maintain proper corporate records of all director appointments as required under CBCA Section 20, and the resolution must be filed in your corporate minute book. If your corporation is a distributing corporation, additional disclosure requirements may apply under securities legislation. The appointed director must not be disqualified under CBCA provisions, including restrictions on undischarged bankrupts and individuals convicted of certain offenses. You must also ensure compliance with any additional director qualification requirements specified in your articles of incorporation or by-laws, which may include professional qualifications, independence requirements, or residency restrictions beyond federal minimums.