Free Directors' Resolution

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Directors' Resolution



Your Directors' Resolution

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MINUTES OF A MEETING OF DIRECTORS of _________________________ (the "Corporation") held at _________________________ on this 8th day of December, 2022.

  1. The following member was present, constituting the entire board:

  2. The sole director of the Corporation being present, formal notice calling the meeting was dispensed with, and the meeting declared to be regularly called.
  3. UPON A MOTION DULY MADE, seconded and unanimously carried, _________________________ acted as Chairperson of the meeting and _________________________ as Secretary of the meeting.
  4. The following memorandum was then read and ordered to be inserted in these minutes: "I, the sole director of the Corporation consent to this meeting being held at the above time and place and do waive notice and publication of this meeting, and consent to the transaction of such business, as may have come before it, as testified by my signature below."

    ______________________________ (Signature)

  5. Minutes of the last regular meeting were read and, upon motion duly made, seconded and carried, were adopted as read.
  6. The Chairperson presented to the meeting and thereupon the following resolutions were offered, seconded and unanimously adopted.
  2. There being no further business to come before the meeting, the meeting was adjourned.
  3. Dated in the Province of  on the 8th day of December, 2022.

_______________________________ (Signature)

Secretary Name: _________________________

__________________________________ (Signature)

Director Name: _________________________

Directors' Resolution Information

Alternate Names:

A Directors' Resolution is also known as a:

  • Board Resolution
  • Board of Directors' Resolution
  • Corporate Directors' Resolution
  • Minutes of the Directors' Meeting

What is a Directors' Resolution?

A Directors' Resolution is a written corporate document that is used to record decisions made or actions taken by a board of directors. The board of directors in a corporation is responsible for making significant business decisions for the corporation.

LawDepot's Directors' Resolution can be used regardless of whether the directors decide to have a formal meeting.

Who are the parties in a Directors' Resolution?

A Directors' Resolution generally starts with a list of the names of all the directors in the corporation, followed by where the meeting was held, if one took place.

The directors are elected or appointed representatives of the shareholders of the corporation who jointly oversee the operations of a corporation.

The Directors' Resolution may also include the names of the corporation's shareholders.

The shareholders in a corporation are the people who invest and own shares in the company.

Aside from the directors and shareholders, the resolution typically includes the name of the chairperson of the meeting as well as the secretary.

The chairperson is a director who has been elected by the board as a leader and is responsible for setting the board's agenda, ensuring that adequate time is allotted to discuss agenda items, and deciding the priority in which items on the agenda will be discussed.

The secretary is responsible for coordinating meetings and recording meeting minutes. The secretary typically serves as an advisor to the board of directors.

The resolution may also include the names of officers in the corporation.

Officers are individuals who were appointed to their positions by the board of directors, such as the president, CEO, secretary, treasurer, and more.

Who can be a director in a corporation?

Shareholders usually elect directors for the corporation at the annual meeting. A director must be an adult (age of majority in the province), of sound mind (meaning that they legally have the capacity to make clear and reasonable decisions) and generally cannot be going through bankruptcy or have been convicted of a crime involving fraud.

For smaller corporations, shareholders may serve as managers as well as directors so that they are involved in all important company decisions.

What decisions can be made in a Directors' Resolution?

Some of the decisions that can be recorded in a Directors' Resolution are:

  • How and when dividends should be distributed (dividends are payments that a corporation makes to its shareholders out of the corporation's profits or reserves)
  • Whether a bank account should be opened with a specific bank or institution (often called a banking resolution)
  • If corporate executives need to be hired or fired
  • How money will be allocated for short and long-term company objectives and goals

Does a board resolution need to be signed by all directors?

Whether or not a board resolution needs to be signed by all the directors in a corporation depends on if they decide to have a formal meeting to discuss the decisions or actions from the meeting minutes.

If a formal meeting takes place (whether it be in person or via approved media) then typically all the directors will sign the resolution. Depending on the how the board of directors is set up, the secretary and/or the presiding director of the meeting may also sign the resolution.

If a formal meeting does not take place, then generally only one director will sign the resolution.

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