The Resolution to Add Director is a crucial corporate governance document used when a corporation needs to formally appoint a new member to its Board of Directors. This document is required under Canadian corporate law, whether federal (CBCA) or provincial, and serves as official evidence of the appointment in the corporate records. It's typically used when expanding the board, filling a vacancy, or replacing a departing director. The resolution must include specific details about the appointment, such as the director's full legal name, effective date, and any special conditions. It needs to be properly authorized according to the corporation's bylaws and applicable legislation, and should be accompanied by the new director's written consent to act as a director. This document forms part of the corporation's permanent records and may need to be filed with regulatory authorities or used to update corporate registries.
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1. Corporate Information Header: Identifies the corporation name, jurisdiction, and date of the resolution
2. Recitals: Background information explaining the context and reason for adding a new director
3. Resolution Statement: Formal declaration that the resolution is being made in accordance with corporate bylaws and applicable law
4. Director Details: Full legal name and address of the new director being appointed
5. Effective Date: Specification of when the appointment takes effect
6. Authorization: Statement confirming the authority to make the appointment
7. Certification: Signature block for the corporate secretary or authorized officer to certify the resolution
1. Multiple Appointments: Additional section when appointing multiple directors simultaneously
2. Special Conditions: Any special terms or conditions attached to the appointment
3. Committee Appointments: If the new director is also being appointed to specific board committees
4. Resignation/Removal Reference: If the appointment is filling a vacancy, reference to the previous director's departure
5. Quorum Confirmation: Confirmation that proper quorum was present for the decision
6. Board Size Update: Statement updating the total number of directors if relevant
1. Director Consent Form: Written consent of the new director to act as a director of the corporation
2. Director Information Schedule: Detailed information about the new director including qualifications, experience, and contact details
3. Conflict of Interest Disclosure: Declaration of any potential conflicts of interest by the new director
4. Meeting Minutes Extract: If the resolution is extracted from meeting minutes, attached as supporting documentation
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Healthcare
Manufacturing
Retail
Energy
Transportation
Real Estate
Professional Services
Education
Non-Profit
Construction
Agriculture
Mining
Telecommunications
Relevant Teams
Legal
Corporate Governance
Compliance
Board Administration
Executive Office
Corporate Administration
Corporate Affairs
Secretariat
Regulatory Affairs
Relevant Roles
Corporate Secretary
General Counsel
Legal Counsel
Board Member
Director
CEO
CFO
Chief Legal Officer
Corporate Governance Officer
Compliance Officer
Legal Administrator
Board Administrator
Corporate Administrator
Managing Director
Company Secretary
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