The Board Resolution To Appoint Director is a crucial corporate governance document used when a company needs to formally appoint a new member to its board of directors. This document is required under Canadian corporate law, specifically the Canada Business Corporations Act (CBCA) and provincial equivalents, to properly document and implement board membership changes. It's typically used when filling vacant positions, expanding the board, or replacing departing directors. The resolution includes essential details such as the appointment date, director's information, term of service, and confirmation of qualification requirements. It serves as official evidence of the appointment for regulatory compliance, corporate record-keeping, and third-party verification purposes, such as banking and regulatory filings.
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1. Title and Date: Formal title of the resolution and date of the meeting
2. Corporation Details: Legal name and registration number of the corporation
3. Meeting Details: Type of meeting (regular/special), location, quorum confirmation
4. Recitals: Background information explaining the need for the appointment
5. Resolution Statement: Formal statement of the board's decision to appoint the director
6. Director Information: Full legal name and address of the appointed director
7. Term of Appointment: Effective date and duration of the appointment
8. Compliance Statement: Confirmation that the appointment complies with relevant laws and bylaws
9. Authorization: Statement authorizing officers to take necessary actions to implement the resolution
10. Certification: Secretary's certification of the resolution's adoption
11. Signature Block: Space for required signatures and dates
1. Resignation Acceptance: Required when the appointment is filling a vacancy created by resignation
2. Multiple Appointments: Used when appointing more than one director simultaneously
3. Special Conditions: Any specific conditions or requirements attached to the appointment
4. Committee Appointments: If the new director is also being appointed to specific board committees
5. Compensation Terms: If director compensation terms need to be specified in the resolution
1. Schedule A - Consent to Act: Written consent from the appointed director to serve on the board
2. Schedule B - Director Qualification Statement: Declaration confirming the appointee meets all legal requirements
3. Schedule C - Biographical Information: Professional background and qualifications of the new director
4. Schedule D - Resignation Letter: If applicable, letter from departing director
5. Schedule E - Director's Undertaking: New director's acknowledgment of duties and responsibilities
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Manufacturing
Healthcare
Retail
Energy
Real Estate
Transportation
Professional Services
Mining
Agriculture
Telecommunications
Non-Profit
Education
Construction
Entertainment
Relevant Teams
Legal
Corporate Secretariat
Compliance
Corporate Governance
Executive Office
Administration
Corporate Affairs
Board Support
Regulatory Affairs
Relevant Roles
Chief Executive Officer
Corporate Secretary
General Counsel
Board Chair
Director
Company Secretary
Legal Counsel
Compliance Officer
Corporate Governance Officer
Board Administrator
Executive Assistant to Board
Chief Legal Officer
Corporate Affairs Manager
Legal Administrator
Governance Specialist
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