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Board Resolution Appointing Corporate Secretary
"I need a Board Resolution Appointing Corporate Secretary for our private manufacturing company incorporated in Ontario, with the appointment effective January 15, 2025, including basic statutory duties and authorization to handle banking documents."
1. Corporation Identification: Full legal name of the corporation, registration number, and registered office address
2. Meeting Details: Date, time, location of the board meeting, and confirmation of proper notice and quorum
3. Recitals: Background information establishing the need for appointing a Corporate Secretary and confirmation of board authority to make the appointment
4. Resolution: Formal resolution text appointing the named individual as Corporate Secretary, including effective date
5. Basic Duties: Standard statutory and corporate duties of the Corporate Secretary position
6. Term of Office: Duration of appointment or specification that position is held at pleasure of the board
7. Certification: Certification by authorized officer(s) that resolution was duly passed at a properly constituted meeting
8. Signature Block: Space for required signatures (typically Board Chair and/or other directors)
1. Additional Appointments: Used when appointing Assistant Corporate Secretary or multiple secretaries for different jurisdictions
2. Special Duties: Include when assigning additional responsibilities beyond standard Corporate Secretary duties
3. Compensation: Include if the resolution also establishes compensation for the role
4. Replacement of Previous Secretary: Include when explicitly recording the departure of previous Corporate Secretary
5. Regulatory Compliance: Include for public companies to address specific securities law compliance duties
1. Schedule A - Detailed Duties and Responsibilities: Comprehensive list of specific duties and responsibilities assigned to the Corporate Secretary
2. Schedule B - Corporate Policies: Relevant corporate policies that the Corporate Secretary must administer or comply with
3. Schedule C - Signing Authorities: Documentation of specific signing authorities granted to the Corporate Secretary
4. Appendix 1 - Consent to Act: Written consent from the appointed individual to serve as Corporate Secretary
Authors
Financial Services
Technology
Manufacturing
Retail
Healthcare
Energy
Mining
Real Estate
Telecommunications
Professional Services
Non-Profit
Education
Transportation
Agriculture
Construction
Legal
Corporate Governance
Board Administration
Compliance
Executive Office
Administration
Corporate Affairs
Regulatory Affairs
Corporate Secretary
Board Chair
Director
CEO
General Counsel
Chief Legal Officer
Compliance Officer
Assistant Corporate Secretary
Board Administrator
Legal Counsel
Governance Officer
Chief Administrative Officer
Corporate Governance Manager
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