A Board Resolution Removing Officer is a crucial corporate governance document used when a company's Board of Directors decides to terminate the position of a corporate officer. Under Canadian corporate law, particularly the CBCA or provincial equivalents, boards have the authority to remove officers, and this must be properly documented through a formal resolution. The document is typically prepared following a board meeting where the decision was made and requires careful attention to legal requirements, corporate bylaws, and proper authorization. It should detail the effective date of removal, any transitional arrangements, and requirements for returning corporate property. For public companies, additional considerations regarding securities law compliance and public disclosure requirements may apply. This document forms part of the corporate record and may be required by regulatory authorities, financial institutions, or in corporate transactions.
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1. Corporate Identification: Full legal name of the corporation, registered office address, and corporation number
2. Date and Location: Date, time, and location of the board meeting where the resolution is passed
3. Meeting Details: Confirmation of proper notice, quorum present, and meeting validity
4. Recitals: Background information explaining the context and basis for the resolution
5. Authority Reference: Reference to relevant corporate bylaws and legislation authorizing the board to remove officers
6. Resolution: The formal resolution stating the removal of the officer, effective date, and immediate relinquishment of duties
7. Certification: Authentication by authorized signatory (usually corporate secretary) certifying the resolution's validity
1. Transitional Provisions: Include when temporary arrangements are needed for handover of duties
2. Return of Corporate Property: Include when specifying requirements for returning company assets, documents, and access credentials
3. Ongoing Obligations: Include when noting continuing obligations like confidentiality or non-competition
4. Severance Arrangements: Include when the resolution includes or references severance terms
5. Public Announcement: Include for public companies requiring disclosure of management changes
6. Appointment of Replacement: Include when simultaneously appointing a replacement officer
1. Officer Employment Agreement: Copy of the original employment agreement showing termination provisions
2. Notice of Meeting: Copy of the notice provided to directors for the meeting
3. Attendance Record: List of directors present and voting record
4. Relevant Bylaw Provisions: Extract of corporate bylaws regarding officer removal
5. Severance Agreement: If applicable, details of severance package and terms
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