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Removing A Director By Ordinary Resolution
"I need a document for Removing a Director By Ordinary Resolution for our Canadian tech corporation, where the director has a significant conflict of interest that requires immediate removal, and we need to ensure all confidentiality and non-compete obligations remain in force."
1. Corporate Information: Identification of the corporation including legal name, registration number, and registered office address
2. Meeting Details: Date, time, location (physical or virtual) of the shareholders' meeting where the resolution is to be passed
3. Notice and Quorum: Confirmation that proper notice was given and quorum requirements were met
4. Resolution Text: The formal text of the ordinary resolution for removing the director, including the director's full name and effective date of removal
5. Voting Results: Record of the votes cast, including number of shares voted for and against, and confirmation that a simple majority was achieved
6. Certification: Attestation by the corporate secretary or other authorized officer regarding the validity of the resolution
7. Notice to Director: Format and content of the formal notice to be given to the director regarding their removal
1. Employment Termination Provisions: Required if the director is also an employee, outlining the impact on their employment status
2. Confidentiality Obligations: Include when emphasizing ongoing confidentiality obligations post-removal
3. Return of Company Property: Include when the director has possession of company assets or documents that need to be returned
4. Resignation from Related Positions: Required if the director holds other positions (such as officer positions) that need to be addressed
5. Transition Arrangements: Include when there are specific handover requirements or transition periods
6. Release Provisions: Optional mutual release of claims, if agreed between parties
1. Form of Notice to Director: Template of the formal notice to be sent to the removed director
2. Director Consent to Removal: If applicable, written consent from the director agreeing to their removal
3. Corporate Registry Forms: Required forms for updating corporate records with relevant authorities
4. Meeting Minutes: Minutes of the shareholders' meeting where the resolution was passed
5. Proxy Forms: Copies of proxy forms used in the voting process
6. Director Information Circular: For public companies, information circular provided to shareholders regarding the removal
Authors
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Retail
Energy
Mining
Transportation
Professional Services
Telecommunications
Consumer Goods
Agriculture
Construction
Education
Legal
Corporate Governance
Compliance
Board Administration
Executive Leadership
Corporate Secretariat
Regulatory Affairs
Administrative Support
Risk Management
Shareholder Relations
Corporate Secretary
General Counsel
Legal Director
Chief Legal Officer
Corporate Governance Officer
Board Chair
Chief Executive Officer
Compliance Officer
Legal Counsel
Corporate Director
Company Secretary
Governance Manager
Board Administrator
Chief Operating Officer
Director of Legal Affairs
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