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Removing A Director By Ordinary Resolution Template for Canada

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Key Requirements PROMPT example:

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."

Document background
The Removing A Director By Ordinary Resolution document is a crucial corporate governance tool used when shareholders wish to exercise their fundamental right to remove a director from the board of a Canadian corporation. This right is established under Section 109(1) of the Canada Business Corporations Act (CBCA) and similar provisions in provincial corporate statutes. The document is typically used when shareholders holding sufficient voting rights seek to remove a director outside of the normal election cycle, requiring only a simple majority of votes cast at a special meeting. It contains all necessary components for proper execution, including meeting notices, resolution text, voting procedures, and required regulatory filings. This document ensures compliance with Canadian corporate law while protecting both shareholder rights and proper corporate governance procedures.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

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Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Retail

Energy

Mining

Transportation

Professional Services

Telecommunications

Consumer Goods

Agriculture

Construction

Education

Relevant Teams

Legal

Corporate Governance

Compliance

Board Administration

Executive Leadership

Corporate Secretariat

Regulatory Affairs

Administrative Support

Risk Management

Shareholder Relations

Relevant Roles

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

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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