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Ordinary Resolution Of Shareholders Template for Canada

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Key Requirements PROMPT example:

Ordinary Resolution Of Shareholders

"I need an Ordinary Resolution of Shareholders to appoint three new directors to our board effective March 15, 2025, for our Canadian federal corporation, ensuring compliance with CBCA requirements for director qualifications."

Document background
An Ordinary Resolution of Shareholders is a crucial corporate governance document used in Canadian business operations for recording and implementing shareholder decisions. It is required when shareholders need to approve matters that can be decided by a simple majority vote (over 50%) rather than the higher threshold required for special resolutions. The document is commonly used for routine corporate matters such as appointing directors, approving financial statements, or appointing auditors. The format and requirements for these resolutions are governed by the Canada Business Corporations Act (CBCA) for federal corporations or relevant provincial legislation for provincially incorporated companies. The resolution must include specific details about the meeting or written resolution process, the decision being made, and appropriate certification of the outcome. This document forms part of the company's official records and may need to be filed with regulatory authorities or presented to financial institutions as evidence of corporate authorization.
Suggested Sections

1. Title and Date: Clearly identifies the document as an Ordinary Resolution of Shareholders and states the date of the resolution

2. Corporate Information: States the full legal name of the corporation and its registration number

3. Recitals: Sets out the background and context for the resolution, including references to relevant corporate legislation and bylaws

4. Quorum and Notice: Confirms that proper notice was given and quorum requirements were met

5. Resolution(s): The actual resolution(s) being passed, each clearly numbered if multiple resolutions

6. Certification: Statement certifying that the resolution was duly passed by the required majority of shareholders

7. Execution: Space for signatures of shareholders or authorized officer certifying the resolution

Optional Sections

1. Waiver of Notice: Include when shareholders have agreed to waive the formal notice period for the resolution

2. Effective Date: Include when the resolution is to take effect on a date different from the execution date

3. Conditions Precedent: Include when the resolution's effectiveness is subject to certain conditions being met

4. Regulatory Compliance Statement: Include when the resolution requires specific regulatory approvals or notifications

5. Further Actions: Include when additional steps or authorizations are needed to implement the resolution

Suggested Schedules

1. Schedule A - Details of Share Capital Changes: If the resolution involves changes to share capital, details of the changes

2. Schedule B - List of Voting Shareholders: When needed to document the specific shareholders who voted on the resolution

3. Schedule C - Supporting Documents: Any relevant supporting documents referenced in the resolution

4. Appendix 1 - Voting Results: Detailed breakdown of voting results if required for corporate records

5. Appendix 2 - Legal Opinion: Any legal opinions relied upon in passing the resolution

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions



















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Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Healthcare

Real Estate

Energy

Mining

Transportation

Professional Services

Construction

Agriculture

Telecommunications

Media and Entertainment

Education

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Corporate Secretariat

Compliance

Finance

Shareholder Relations

Corporate Affairs

Risk Management

Relevant Roles

Chief Executive Officer

Corporate Secretary

Legal Counsel

Chief Financial Officer

Board Director

Compliance Officer

Corporate Governance Manager

General Counsel

Company Secretary

Managing Director

Shareholder Relations Manager

Board Chairman

Executive Director

Chief Legal Officer

Corporate Affairs Manager

Industries





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Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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