A Corporate Resolution Appointing Officers is a crucial governance document used when a Canadian corporation needs to formally appoint new officers or make changes to existing officer positions. This document is typically required when establishing a new corporation, during leadership transitions, or when creating new officer positions. It serves as official evidence of the board's decision and becomes part of the corporate records required under Canadian law. The resolution must align with the Canada Business Corporations Act (CBCA) or relevant provincial legislation, depending on where the corporation is incorporated. It's particularly important for maintaining proper corporate governance, ensuring clear leadership structure, establishing signing authorities, and meeting regulatory compliance requirements. The document is often needed for banking purposes, regulatory filings, and other official business activities where proof of officer authority is required.
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1. Title and Date: Formal title of the resolution and date of adoption
2. Recitals: Background information establishing the corporation's authority to make the resolution and the need for officer appointments
3. Corporation Details: Legal name of corporation, jurisdiction of incorporation, and registered office address
4. Meeting Details: Information about the meeting where the resolution was passed, including type of meeting and quorum confirmation
5. Resolutions: The formal appointment declarations, including officer titles, names, and effective dates
6. Powers and Duties: General outline of the authority and responsibilities granted to each appointed officer
7. Certification: Statement certifying that the resolution was duly passed, typically signed by the Corporate Secretary or authorized director
1. Removal of Previous Officers: Include when new appointments are replacing existing officers
2. Compensation: Include when the resolution also sets or modifies officer compensation
3. Term of Office: Include when specifying fixed terms for officer positions
4. Signing Authority: Include when establishing or modifying banking and signing authorities
5. Multiple Office Holdings: Include when an individual is being appointed to multiple officer positions
6. Interim Appointments: Include when appointments are temporary or acting positions
1. Schedule A - Officer Details: Detailed information about appointed officers including full legal names, addresses, and contact information
2. Schedule B - Position Descriptions: Detailed description of duties and responsibilities for each officer position
3. Schedule C - Signing Authority Matrix: Detailed breakdown of signing and approval authorities for each officer position
4. Appendix 1 - Consent to Act: Written consent forms signed by each appointed officer accepting their position
5. Appendix 2 - Required Regulatory Forms: Copies of required regulatory filings related to officer appointments
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Manufacturing
Technology
Healthcare
Retail
Energy
Mining
Real Estate
Transportation
Telecommunications
Professional Services
Construction
Agriculture
Education
Non-Profit
Relevant Teams
Legal
Corporate Governance
Executive Leadership
Board of Directors
Compliance
Corporate Secretariat
Risk Management
Finance
Human Resources
Administrative
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Corporate Secretary
President
Vice President
Treasurer
Board Director
General Counsel
Compliance Officer
Corporate Governance Officer
Board Chair
Managing Director
Executive Director
Legal Counsel
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