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
Relevant legal definitions
Attorney
Board
Corporation
Directors
Effective Date
Governing Law
Powers
Principal
Resolution
Secretary
Authorized Acts
Banking Powers
Corporate Seal
Meeting
Quorum
Register
Termination Date
Substitute Attorney
Corporate Records
Signing Authority
Articles of Incorporation
Bylaws
Jurisdiction
Registered Office
Board
Corporation
Directors
Effective Date
Governing Law
Powers
Principal
Resolution
Secretary
Authorized Acts
Banking Powers
Corporate Seal
Meeting
Quorum
Register
Termination Date
Substitute Attorney
Corporate Records
Signing Authority
Articles of Incorporation
Bylaws
Jurisdiction
Registered Office
Clauses
Corporate Authority
Appointment
Powers and Authority
Duration
Delegation
Execution Rights
Banking Authority
Property Dealings
Legal Proceedings
Document Execution
Revocation
Ratification
Indemnification
Governing Law
Multiple Attorneys
Reporting Requirements
Territorial Limitations
Substitute Appointment
Compensation
Certification
Appointment
Powers and Authority
Duration
Delegation
Execution Rights
Banking Authority
Property Dealings
Legal Proceedings
Document Execution
Revocation
Ratification
Indemnification
Governing Law
Multiple Attorneys
Reporting Requirements
Territorial Limitations
Substitute Appointment
Compensation
Certification
Relevant Industries
Financial Services
Real Estate
Manufacturing
Energy
Mining
Technology
Healthcare
Retail
Construction
Transportation
Agriculture
Professional Services
International Trade
Telecommunications
Relevant Teams
Legal
Corporate Governance
Executive
Board of Directors
Compliance
Corporate Affairs
Risk Management
Administrative
Company Secretariat
Corporate Services
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
General Counsel
Board Director
Managing Director
Chief Operating Officer
Chief Legal Officer
Corporate Governance Officer
Compliance Officer
Executive Director
Vice President
Senior Legal Counsel
Board Chairman
Company Secretary
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