Organizing Your corporation: Mandate of the Directors and Vacancy on the Board of Directors

The directors may be elected for terms of up to three years. The length of the mandate of the directors can be set out in the by-laws. If no term is stated, directors hold office until the next meeting of shareholders. Directors need not all be elected at the same time or for the same length of time. A director whose term has expired can be re-elected as a director.

Persons who have been nominated as directors, and who are present at the shareholders’ meeting are deemed to have consented to serve as directors, unless they refuse.However, if they are not present at the meeting, they must either 1h) consent to their election,in writing, within 10 days of their election, or 2) act as a director after the election.

Also, a director’s term ends when he or she:

dies; or
is disqualified/removed by the shareholders. If a vacancy occurs, the members of the board of directors may continue to exercise all the powers of directors as long as the number of remaining elected directors constitutes a quorum (the minimum number of directors required at a meeting, as specified in your corporation’s by-laws).

It is also possible for the remaining directors to name one or more additional directors between shareholder meetings unless the Articles of Incorporation stipulate that vacancies can only be filled following a vote by shareholders.

Shareholders may remove a director they had previously elected, for a variety of reasons.Removing a director is a simple procedure that generally requires the approval of a majority of votes represented at a meeting of shareholders called for the purpose of removing the director

Canada Corporate Minute Books. In order to keep your corporation in good standing with your provincial business corporation act, It is essential to keep a history of all important decisions that are made in the company and to demonstrate that the company is acting as a corporation. For example, if you want to sell your company in the future, the buyer’s lawyer will normally ask to see a copy of the minute book. Also, if there is a dispute about a company matter, the minutes can act as an official record of events.

What kind of minute book services we provide

We provide a personalized company minute book in Ms and PDF format that includes:

  • Organizational Resolutions
  • Register of Directors
  • Resignation of Director Form
  • Appointment of Corporate Officers
  • Resignation of Officer Form
  • Subscription of Shares
  • Share Certificate
  • Register of Shareholders
  • Consent and waiver for allotment of shares
  • Directors’ resolutions approving the allotment of shares
  • Consent and waiver for transfer of shares.
  • Shares Transfer Form
  • Directors’ Resolutions Approving Transfer of Shares
  • Bylaws
  • Notice of Organizational Meeting of Incorporators and Directors
  • Waiver of Notice of Meeting of Incorporators and Directors
  • Minutes of Organizational Meeting of Board of Directors
  • Waiver of Notice First Meeting of Shareholders
  • Minutes First Meeting of Shareholders
  • Notice to Directors of Regular Board Meeting
  • Minutes Shareholders Annual Meeting
  • Minutes Regular Board Meeting

Order today your new Canada corporate minute book. Fast, easy, online.