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SAMPLEBOARD
MINUTES
SV.CO Financial Documents Repository
Sample Board Minutes
Minutes should commencewith the name of the corporationand
give the type of meeting (e.g. directors or audit committee).The
minutes should also record the date, time and place of the meeting
and the persons in attendance at the meeting and the manner of
attendance (e.g. in person,by telephone, or by video conference).
Minutes should be written in the past tense (eg. "The Chairman
advised the Meeting that ….") to record events at the meeting and
in the past perfecttense to record events prior to the meeting (eg.
"The CEO reported that he had conducted a search ….").
MINUTES OF A MEETING of the Board of Directors of
the Corporation held on the day ABCD Private Limited
PRESENT:
1. A
2. B
3. c
PRESENT BY TELEPHONE:
1. A
2. B
3. C
PRESENT BY INVITATION:
1. A
2. B
3. C
A. Declaration of the Chairman
Notice of the meeting having been given to all directors of the
Corporation, the Board asked to act as Chairman of the
meeting. At the request of the meeting, acted as Secretary.
B. Quorum
The Chairman noted that a quorum of the Board of Directors was
present and declared the Meeting open for the transaction of
business.
C. [FirstItem of Business]
D. Approval of Agenda
E. Minutes ofPreviousMeetingof Directors
The Chairman tabled the minutes of the meeting of directors held
on
Following discussion, ON MOTION DULY MADE, SECONDED
AND CARRIED,IT WAS RESOLVEDTHAT the minutes of the
meeting of directors held on be approved.
F. Appointment of Officers
[Note: This resolution is for the annual confirmation and
appointment of officers. Officers include those persons who hold
the following positions: President, Secretary, Chairman, Vice-
Chairman, Managing Director, Vice-President, Treasurer, Assistant
Treasurer. Additional positions of office may be created by the
Board. A company need not have officers for all the positions
indicated above,butmusthave a President and Secretary.]
The Chairman advised that it was appropriate for the Corporation
to appoint officers forthe ensuing year.
Upon motion duly moved, secondedand carried it was resolved
that:
1. The following persons be appointed to hold the office
set forth oppositetheir names below:
Name Office
President
Secretary
2. Subjectto the terms / - appoint as officer ; and
3. any one or more of the directors and officers of the
Corporation be and is hereby authorized and directed to
perform all such acts, deeds and things and execute, under
the seal of the Corporation or otherwise, all such documents
and other writings as may be required to give effect to the
true intent of this resolution.
G. Appointment of
[Note: This resolution is for the employment and appointment of a
new officer.]
The Chairman advised that the Corporation proposed to hire as
the Corporation’s . He circulated to the meeting a copy of a draft
employment agreement and summarized for the meeting the
proposed terms of employment.
Upon motion duly moved, secondedand carried it was resolved
that:
1. the Corporation enter into an employment agreement
with (the “Employment Agreement”) under which would be
employed as the Corporation’s on the terms and conditions
contained in the draft agreement dated presented to the
board with such amendments and variations, if any, as the
person(s) executing the Employment Agreement may
approve, such approval to be conclusively evidenced by the
execution of the agreement and such execution shall be
conclusive evidence that the agreement so executed is the
Employment Agreement authorized by this resolution.
2. - appoint as officer; and
3. any one or more of the directors and officers of the
Corporation be and is hereby authorized and directed to
perform all such acts, deeds and things and execute, under
the seal of the Corporation or otherwise, all such documents
and other writings as may be required to give effect to the
true intent of this resolution.
H. Resignation of Director
The Chairman advised that the Corporation had received a
resignation as director from dated , 2xxx.
Following discussion, ON MOTION DULY MADE, SECONDED
AND CARRIED,IT WAS RESOLVEDTHAT:
1. the resignation of as director of the Corporation
dated be hereby accepted effective immediately; and
2. any one or more of the directors and officers of the
Corporation be and is hereby authorized and directed to
perform all such acts, deeds and things and execute, under
the seal of the Corporation or otherwise, all such documents
and other writings as may be required to give effect to the
true intent of this resolution.
I. Appointment of New Director to Fill Vacancy
[Note: This resolution is for the appointment of a director to fill the
vacancy on the board created by the resignation of another
director. If the size of the board is to be increased between annual
general meetings so that additional directors may be added legal
counsel should be consulted.]
The Chairman advised that following the resignation of a vacancy
existed on the board. recommended to the meeting that be
appointed as a director to fill the vacancy until the next Annual
General Meeting of the Corporation or until his successor is
elected or appointed. further advised that had delivered to the
Corporation a written consent to act as director.
Upon motion duly moved, secondedand carried it was resolved
that:
1. consent in writing having been received by the
Corporation, is hereby elected as a director of the
Corporation to act as such until the next Annual General
Meeting of the Corporation or until his successor is elected
or appointed, subject to the Corporation’s Articles;and
2. any one or more of the directors and officers of the
Corporation be and is hereby authorized and directed to
perform all such acts, deeds and things and execute, under
the seal of the Corporation or otherwise, all such documents
and other writings as may be required to give effect to the
true intent of this resolution
J. Creation of Audit Committee
The Chairman advised that the Corporationwished to create an
Audit Committee to oversee the financial reporting and controls of
the Corporation. circulated to the meeting a draft mandate of the
Audit Committee.
Following discussion, ON MOTION DULY MADE, SECONDED
AND CARRIED,IT WAS RESOLVEDTHAT:
1. an Audit Committee of the Board of Directors be
formed with the powers set forth in the document headed
“Mandate of the Audit Committee”presented to the Board of
Directors (a of which is attached as Schedule “A” to these
minutes);
2. the following persons be elected as members of the
Audit Committee to hold office effective as of the date of this
resolution:
;
; and
3. any one or more of the directors and officers ofthe
Corporation be and is hereby authorized and directed to
perform all such acts, deeds and things and execute, under
the seal of the Corporationor otherwise, all such documents
and other writings as may be required to give effect to the
true intent of this resolution.
K. Creation OfCompensationCommittee
The Chairman explained that it was appropriate to create a
CompensationCommittee. circulated to the meeting a mandate
of the CompensationCommittee.
Following discussion, ON MOTION DULY MADE, SECONDED
AND CARRIED,IT WAS RESOLVEDTHAT:
1. an CompensationCommittee of the Board of
Directors be formed with the powers set forth in the
document headed “Mandate of the Compensation
Committee” presented to the Board of Directors (a copy of
which is attached as Schedule “B” to these minutes);
2. the following persons be elected as members of the
CompensationCommittee to hold office effective as of the
date of this resolution:
;
; and
3. any one or more of the directors and officers ofthe
Corporation be and is hereby authorized and directed to
perform all such acts, deeds and things and execute, under
the seal of the Corporationor otherwise, all such documents
and other writings as may be required to give effect to the
true intent of this resolution.
L. Banking Resolutions
explained to the meeting that it the Corporations’ bank was Bank
and that it had requested the Corporation pass a banking
resolution in the bank’s standard form. circulated to the meeting
standard form resolutions of the Bank.
Following discussionit was agreed that the signing officers of any
bank account of the Corporation would be:
(i) ; or
(ii) .
Following discussion, ON MOTION DULY MADE, SECONDED
AND CARRIED,IT WAS RESOLVEDTHAT:
1. the Bank (the “Bank”) be and is hereby approved as
a bank of the Corporation;
2. the form of banking resolution required by the Bank,
in the form attached hereto as Schedule “C” (the “Banking
Resolution”), is hereby adopted and approved;
3. the Banking Resolution, togetherwith all other
banking documents required by the Bank, be executed and
the seal of the Corporationaffixed where required in the
presence of the President or Secretary;
4. any officeror director is authorized for the
Corporation and on the Corporation’s behalf to make such
affidavits or to sign and file such financing statements or
other documents as may be required for the registration or
filing of bills of sale, chattel mortgages, assignments of book
of debts,conditional sales contracts, claims for mechanics’
liens and construction liens or for the perfectionof the
Corporation’s security interest in any personal property and
to renew chattel mortgages, assignments of book debts and
conditional sales contracts or to sign and file financing
change statements and for the purposes aforesaid each and
every of such officers and directors is given full power and
authority to perform and execute all acts, deeds, matters and
things necessaryto be done in the premises; and
any one or more of the directors and officers of the Corporation be
and is hereby authorized and directed to perform all such acts,
deeds and things and execute, under the seal of the Corporation
or otherwise, all such documents and other writings as may be
required to give effect to the true intent of this resolution.
M. Appointment of Member of Audit Committee to Fill
Vacancy
[Note: This resolution is for the appointment of a member of a
committee to fill the vacancy created by the resignation of another
member. Resolution should be used for the annual appointment
of members to the committee.]
advised the meeting that as a result of the resignation of ,
the Committee was comprised of only members; and . The
Chairman recommended that be elected as an additional member
of the Committee to fill the vacancy.
Following discussion, ON MOTION DULY MADE, SECONDED
AND CARRIED,IT WAS RESOLVEDTHAT:
1. be elected as a member of the Committee to hold
office effective as of the date of this resolution; and
2. any one or more of the directors and officers of the
Corporation be and is hereby authorized and directed to
perform all such acts, deeds and things and execute, under
the seal of the Corporation or otherwise, all such documents
and other writings as may be required to give effect to the
true intent of this resolution.
N. Grantof Stock Options
[Note: This resolution assumes the Corporation has a stock option
plan and that all options are granted in compliance with the terms
of the plan. The terms of the plan should be reviewed prior to any
stock option grant to ensure that a sufficient number of options are
available for grant and that the price, expiry date, and vesting
terms are consistent with the plan. If the Corporation does not
have a stock option plan, legal counsel should be consulted prior
to the grant of any stock options.]
The Chairman advise the meeting that it is in the bestinterests of
the Corporation to grant stock options to certain directors, officers,
employees and consultants of the Corporation under the terms of
the Corporation’s stock option plan dated (the “Plan”).
Following discussion, ON MOTION DULY MADE, SECONDED
AND CARRIED,IT WAS RESOLVEDTHAT:
1. Subject to any necessary regulatory approval, the
following stock options (the “Options”) to purchase up to that
number of common shares in the capital of the Corporation
(the “Shares”) set opposite the names below (the “Option
Holders”) be granted to the Option Holders subject to the
terms and conditions of the Plan:
Option
Holder
Date of
Grant
Number of
Shares
Exercise
Price Expiry Date
2. Subject to the terms of the Plan, an Option Holder will
be entitled to exercise his or her Option at the price that is
set opposite the Option Holder’s name at any time up to 5:00
p.m. (Vancouver time) on the expiry date that is set opposite
the Option Holder’s name.
3. The options shall vest with the Option Holders as
follows: on each of the first, second, third
and anniversaries of the date of the grant;
[Note: Vesting terms should be described in the resolution
approving the stock option grant. Vesting terms should also
be included in the schedule to the stock option. Additional
option terms shouldalso be described in the resolution.].
4. The Corporation is hereby authorized to issue up
to Shares, as fully paid and non-assessable common shares
in the capital of the Corporation, upon the exercise of the
Options in accordance with the terms of the Plan and each
exercise will be evidenced by and effective as of the date of
the treasury order executed in respect thereof.
5. Any one or more directors or officers of the
Corporation are authorized and directed to perform all such
acts, deeds, things and execute under the seal of the
Corporation or otherwise such documents and other writings,
including treasury orders, as may be required to give effect
to the true intent of this resolution.
O. Financial Statements for the Year Ended
[Note: The audit committee has responsibility for reviewing the
year end financial statements with the auditors and recommending
to the board that the statements be approved. A separate meeting
of the Audit Committee should to approve the financial statements
and submission of the statements to the board for approval. The
introduction assumes that a representative of the auditors is
present at the board meeting to answeradditional questions.]
reported to the meeting on the Corporation’s financial statements
for the year ended that had been delivered to the board as part of
the directors’ material for the meeting. A report was also provide
to the board by of , the Corporation’s auditors. advised that the
Audit Committee had reviewed the financial statements and
recommended to the board that the statements be approved.;
IT IS HEREBY RESOLVED THAT:
1. the financial statements of the Corporation for its
fiscal year ended , together with the Auditor’s Report
thereon and the notes thereto be adopted and approved;
2. any two directors of the Corporation be and they are
hereby authorized and directed to sign the balance sheet
forming a part of the financial statements on behalf of the
directors to evidence the approval of the directors; and
3. any one director or senior officer of the Corporation
be and he is hereby authorized and directed to perform all
such acts, deeds and things and execute, under the seal of
the Corporation if applicable, all such documents and other
writings as may be required to give effect to the true intent of
this resolution.
P. Financial Statements for the Quarter Ended
[Note: The mandate of the Audit Commitee may include the
responsibility to review interim financial statements. The
introduction to the following resolution assumes that the board has
granted to the Audit Commitee this responsibility and that the Audit
Committee has held a separate meeting to approve the interim
financial statements.]
reported to the meeting on the Corporation’s financial statements
for the month period ended that had been delivered to the board
as part of the directors’ material for the meeting. He advised that
the Audit Commitee had reviewed the financial statements and
recommended to the board that the statements be approved.
Following discussion, UPON MOTION DULY MADE, SECONDED
AND CARRIED,IT WAS RESOLVEDTHAT:
1. the financial statements of the Corporation for
the months ended be and they are hereby approved; and
2. any one or more directors or officers of the
Corporation are authorized and directed to perform all such
acts, deeds, things and execute under the seal of the
Corporation or otherwise such documents and other writings,
including treasury orders, as may be required to give effect
to the true intent of this resolution.
Q. Budgetfor the FiscalYear ended
delivered a report relating to the budget for the fiscal year
ended that had been delivered to the board as part of the
directors’ materials for the meeting
Following discussion UPON MOTION DULY MADE, SECONDED
AND CARRIED IT WAS RESOLVEDTHAT:
1. the budget for the fiscal year ended presented to the
board be approved; and
2. any one or more directors or officers of the
Corporation are authorized and directed to perform all such
acts, deeds, things and execute under the seal of the
Corporation or otherwise such documents and other writings,
including treasury orders, as may be required to give effect
to the true intent of this resolution.
R. Approval of Agreement
[Note: This resolution relates to the approval of an agreement in
draft form and authorizes further changes to the agreement that
may be required before the agreement is signed. The board may
wish to specify in further detail who may execute the agreement or
the extent of amendments that may be made to the agreement
(eg. limit on purchase price). Resolutions relating to the approval
of agreements should be vetted by legal counsel. This is
particularly important if legal counsel will be required to provide an
opinionrelating to the agreement.]
advised the meeting of the proposed transaction with relating
to . He then reviewed the agreement that the Corporation
proposed to enter into relating to the transaction, a copy of which
had been included as part of the directors’ materials for the
meeting.
Following discussion UPON MOTION DULY MADE, SECONDED
AND CARRIED IT WAS RESOLVEDTHAT:
1. the Corporation enter into an agreement providing
for (the “ Agreement”) relating to on the terms and
conditions contained in the draft agreement dated presented
to the board with such amendments and variations, if any, as
the person(s) excuting the Agreement may approve, such
approval to be conclusively evidenced by the execution of
the agreement and such execution shall be conclusive
evidence that the agreement so executed is the Agreement
authorized by this resolution.
2. any one or more of the directors and officers of the
Corporation are authorized to execute and deliver
the Agreement in the name an d on behalf of the
Corporation under it corporate seal or otherwise; and
3. any one or more of the directors and officers of the
Corporation be authorized and directed to perform all such
acts, deeds and things and execute, under the seal of the
Corporation or otherwise, all such documents and other
writings as may be required to give effect to the true intent of
this resolution.
S. Ratification of Agreement
[Note: This resolution relates to the ratification of an executed
agreement. As a general practice management should avoid
executing agreements that are expected or required to be
approved by the board in advance of board approval. Resolutions
relating to the approval of agreements should be vetted by legal
counsel. This is particularly important if legal counsel will be
required to provide an opinionrelating to the agreement.]
advised the meeting of that the Corporation had executed
a agreement dated with relating to . He then reviewed
the agreement, a copy of which had been included as part of the
directors’ materials for the meeting and requested the board ratify
the execution of the agreement.
Following discussion UPON MOTION DULY MADE, SECONDED
AND CARRIED IT WAS RESOLVEDTHAT:
1. the [Describe transaction] by the Corporation on
the terms and conditions contained in the agreement (the
“ Agreement”) dated between the Corporation
and presented to the board is approved, ratified and
confirmed and the execution and delivery of the Agreement
in the name and on behalf of the Corporation by is
approved, ratified and confirmed;
2. any one or more of the directors and officers of the
Corporation are authorized to execute and deliver
the Agreement in the name an d on behalf of the
Corporation under it corporate seal or otherwise; and
3. any one or more of the directors and officers of the
Corporation be authorized and directed to perform all such
acts, deeds and things and execute, under the seal of the
Corporation or otherwise, all such documents and other
writings as may be required to give effect to the true intent of
this resolution.
T. Termination of Meeting
There being no further business, ON MOTION DULY MADE,
SECONDED AND CARRIED,the meeting was adjourned.
______________________________________
Chairman
__________________________
Secretary

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Sample Board Minutes

  • 2. Sample Board Minutes Minutes should commencewith the name of the corporationand give the type of meeting (e.g. directors or audit committee).The minutes should also record the date, time and place of the meeting and the persons in attendance at the meeting and the manner of attendance (e.g. in person,by telephone, or by video conference). Minutes should be written in the past tense (eg. "The Chairman advised the Meeting that ….") to record events at the meeting and in the past perfecttense to record events prior to the meeting (eg. "The CEO reported that he had conducted a search …."). MINUTES OF A MEETING of the Board of Directors of the Corporation held on the day ABCD Private Limited PRESENT: 1. A 2. B 3. c PRESENT BY TELEPHONE: 1. A 2. B 3. C
  • 3. PRESENT BY INVITATION: 1. A 2. B 3. C A. Declaration of the Chairman Notice of the meeting having been given to all directors of the Corporation, the Board asked to act as Chairman of the meeting. At the request of the meeting, acted as Secretary. B. Quorum The Chairman noted that a quorum of the Board of Directors was present and declared the Meeting open for the transaction of business. C. [FirstItem of Business] D. Approval of Agenda E. Minutes ofPreviousMeetingof Directors The Chairman tabled the minutes of the meeting of directors held on Following discussion, ON MOTION DULY MADE, SECONDED AND CARRIED,IT WAS RESOLVEDTHAT the minutes of the meeting of directors held on be approved. F. Appointment of Officers
  • 4. [Note: This resolution is for the annual confirmation and appointment of officers. Officers include those persons who hold the following positions: President, Secretary, Chairman, Vice- Chairman, Managing Director, Vice-President, Treasurer, Assistant Treasurer. Additional positions of office may be created by the Board. A company need not have officers for all the positions indicated above,butmusthave a President and Secretary.] The Chairman advised that it was appropriate for the Corporation to appoint officers forthe ensuing year. Upon motion duly moved, secondedand carried it was resolved that: 1. The following persons be appointed to hold the office set forth oppositetheir names below: Name Office President Secretary 2. Subjectto the terms / - appoint as officer ; and 3. any one or more of the directors and officers of the Corporation be and is hereby authorized and directed to perform all such acts, deeds and things and execute, under the seal of the Corporation or otherwise, all such documents
  • 5. and other writings as may be required to give effect to the true intent of this resolution. G. Appointment of [Note: This resolution is for the employment and appointment of a new officer.] The Chairman advised that the Corporation proposed to hire as the Corporation’s . He circulated to the meeting a copy of a draft employment agreement and summarized for the meeting the proposed terms of employment. Upon motion duly moved, secondedand carried it was resolved that: 1. the Corporation enter into an employment agreement with (the “Employment Agreement”) under which would be employed as the Corporation’s on the terms and conditions contained in the draft agreement dated presented to the board with such amendments and variations, if any, as the person(s) executing the Employment Agreement may approve, such approval to be conclusively evidenced by the execution of the agreement and such execution shall be conclusive evidence that the agreement so executed is the Employment Agreement authorized by this resolution.
  • 6. 2. - appoint as officer; and 3. any one or more of the directors and officers of the Corporation be and is hereby authorized and directed to perform all such acts, deeds and things and execute, under the seal of the Corporation or otherwise, all such documents and other writings as may be required to give effect to the true intent of this resolution. H. Resignation of Director The Chairman advised that the Corporation had received a resignation as director from dated , 2xxx. Following discussion, ON MOTION DULY MADE, SECONDED AND CARRIED,IT WAS RESOLVEDTHAT: 1. the resignation of as director of the Corporation dated be hereby accepted effective immediately; and 2. any one or more of the directors and officers of the Corporation be and is hereby authorized and directed to
  • 7. perform all such acts, deeds and things and execute, under the seal of the Corporation or otherwise, all such documents and other writings as may be required to give effect to the true intent of this resolution. I. Appointment of New Director to Fill Vacancy [Note: This resolution is for the appointment of a director to fill the vacancy on the board created by the resignation of another director. If the size of the board is to be increased between annual general meetings so that additional directors may be added legal counsel should be consulted.] The Chairman advised that following the resignation of a vacancy existed on the board. recommended to the meeting that be appointed as a director to fill the vacancy until the next Annual General Meeting of the Corporation or until his successor is elected or appointed. further advised that had delivered to the Corporation a written consent to act as director. Upon motion duly moved, secondedand carried it was resolved that:
  • 8. 1. consent in writing having been received by the Corporation, is hereby elected as a director of the Corporation to act as such until the next Annual General Meeting of the Corporation or until his successor is elected or appointed, subject to the Corporation’s Articles;and 2. any one or more of the directors and officers of the Corporation be and is hereby authorized and directed to perform all such acts, deeds and things and execute, under the seal of the Corporation or otherwise, all such documents and other writings as may be required to give effect to the true intent of this resolution J. Creation of Audit Committee The Chairman advised that the Corporationwished to create an Audit Committee to oversee the financial reporting and controls of the Corporation. circulated to the meeting a draft mandate of the Audit Committee. Following discussion, ON MOTION DULY MADE, SECONDED AND CARRIED,IT WAS RESOLVEDTHAT: 1. an Audit Committee of the Board of Directors be formed with the powers set forth in the document headed “Mandate of the Audit Committee”presented to the Board of
  • 9. Directors (a of which is attached as Schedule “A” to these minutes); 2. the following persons be elected as members of the Audit Committee to hold office effective as of the date of this resolution: ; ; and 3. any one or more of the directors and officers ofthe Corporation be and is hereby authorized and directed to perform all such acts, deeds and things and execute, under the seal of the Corporationor otherwise, all such documents and other writings as may be required to give effect to the true intent of this resolution. K. Creation OfCompensationCommittee
  • 10. The Chairman explained that it was appropriate to create a CompensationCommittee. circulated to the meeting a mandate of the CompensationCommittee. Following discussion, ON MOTION DULY MADE, SECONDED AND CARRIED,IT WAS RESOLVEDTHAT: 1. an CompensationCommittee of the Board of Directors be formed with the powers set forth in the document headed “Mandate of the Compensation Committee” presented to the Board of Directors (a copy of which is attached as Schedule “B” to these minutes); 2. the following persons be elected as members of the CompensationCommittee to hold office effective as of the date of this resolution: ; ; and
  • 11. 3. any one or more of the directors and officers ofthe Corporation be and is hereby authorized and directed to perform all such acts, deeds and things and execute, under the seal of the Corporationor otherwise, all such documents and other writings as may be required to give effect to the true intent of this resolution. L. Banking Resolutions explained to the meeting that it the Corporations’ bank was Bank and that it had requested the Corporation pass a banking resolution in the bank’s standard form. circulated to the meeting standard form resolutions of the Bank. Following discussionit was agreed that the signing officers of any bank account of the Corporation would be: (i) ; or (ii) . Following discussion, ON MOTION DULY MADE, SECONDED AND CARRIED,IT WAS RESOLVEDTHAT:
  • 12. 1. the Bank (the “Bank”) be and is hereby approved as a bank of the Corporation; 2. the form of banking resolution required by the Bank, in the form attached hereto as Schedule “C” (the “Banking Resolution”), is hereby adopted and approved; 3. the Banking Resolution, togetherwith all other banking documents required by the Bank, be executed and the seal of the Corporationaffixed where required in the presence of the President or Secretary; 4. any officeror director is authorized for the Corporation and on the Corporation’s behalf to make such affidavits or to sign and file such financing statements or other documents as may be required for the registration or filing of bills of sale, chattel mortgages, assignments of book of debts,conditional sales contracts, claims for mechanics’ liens and construction liens or for the perfectionof the Corporation’s security interest in any personal property and to renew chattel mortgages, assignments of book debts and conditional sales contracts or to sign and file financing change statements and for the purposes aforesaid each and every of such officers and directors is given full power and
  • 13. authority to perform and execute all acts, deeds, matters and things necessaryto be done in the premises; and any one or more of the directors and officers of the Corporation be and is hereby authorized and directed to perform all such acts, deeds and things and execute, under the seal of the Corporation or otherwise, all such documents and other writings as may be required to give effect to the true intent of this resolution. M. Appointment of Member of Audit Committee to Fill Vacancy [Note: This resolution is for the appointment of a member of a committee to fill the vacancy created by the resignation of another member. Resolution should be used for the annual appointment of members to the committee.] advised the meeting that as a result of the resignation of , the Committee was comprised of only members; and . The Chairman recommended that be elected as an additional member of the Committee to fill the vacancy.
  • 14. Following discussion, ON MOTION DULY MADE, SECONDED AND CARRIED,IT WAS RESOLVEDTHAT: 1. be elected as a member of the Committee to hold office effective as of the date of this resolution; and 2. any one or more of the directors and officers of the Corporation be and is hereby authorized and directed to perform all such acts, deeds and things and execute, under the seal of the Corporation or otherwise, all such documents and other writings as may be required to give effect to the true intent of this resolution. N. Grantof Stock Options [Note: This resolution assumes the Corporation has a stock option plan and that all options are granted in compliance with the terms of the plan. The terms of the plan should be reviewed prior to any stock option grant to ensure that a sufficient number of options are available for grant and that the price, expiry date, and vesting terms are consistent with the plan. If the Corporation does not have a stock option plan, legal counsel should be consulted prior to the grant of any stock options.]
  • 15. The Chairman advise the meeting that it is in the bestinterests of the Corporation to grant stock options to certain directors, officers, employees and consultants of the Corporation under the terms of the Corporation’s stock option plan dated (the “Plan”). Following discussion, ON MOTION DULY MADE, SECONDED AND CARRIED,IT WAS RESOLVEDTHAT: 1. Subject to any necessary regulatory approval, the following stock options (the “Options”) to purchase up to that number of common shares in the capital of the Corporation (the “Shares”) set opposite the names below (the “Option Holders”) be granted to the Option Holders subject to the terms and conditions of the Plan: Option Holder Date of Grant Number of Shares Exercise Price Expiry Date
  • 16. 2. Subject to the terms of the Plan, an Option Holder will be entitled to exercise his or her Option at the price that is set opposite the Option Holder’s name at any time up to 5:00 p.m. (Vancouver time) on the expiry date that is set opposite the Option Holder’s name. 3. The options shall vest with the Option Holders as follows: on each of the first, second, third and anniversaries of the date of the grant; [Note: Vesting terms should be described in the resolution approving the stock option grant. Vesting terms should also be included in the schedule to the stock option. Additional option terms shouldalso be described in the resolution.]. 4. The Corporation is hereby authorized to issue up to Shares, as fully paid and non-assessable common shares in the capital of the Corporation, upon the exercise of the Options in accordance with the terms of the Plan and each exercise will be evidenced by and effective as of the date of the treasury order executed in respect thereof. 5. Any one or more directors or officers of the Corporation are authorized and directed to perform all such
  • 17. acts, deeds, things and execute under the seal of the Corporation or otherwise such documents and other writings, including treasury orders, as may be required to give effect to the true intent of this resolution. O. Financial Statements for the Year Ended [Note: The audit committee has responsibility for reviewing the year end financial statements with the auditors and recommending to the board that the statements be approved. A separate meeting of the Audit Committee should to approve the financial statements and submission of the statements to the board for approval. The introduction assumes that a representative of the auditors is present at the board meeting to answeradditional questions.] reported to the meeting on the Corporation’s financial statements for the year ended that had been delivered to the board as part of the directors’ material for the meeting. A report was also provide to the board by of , the Corporation’s auditors. advised that the Audit Committee had reviewed the financial statements and recommended to the board that the statements be approved.; IT IS HEREBY RESOLVED THAT:
  • 18. 1. the financial statements of the Corporation for its fiscal year ended , together with the Auditor’s Report thereon and the notes thereto be adopted and approved; 2. any two directors of the Corporation be and they are hereby authorized and directed to sign the balance sheet forming a part of the financial statements on behalf of the directors to evidence the approval of the directors; and 3. any one director or senior officer of the Corporation be and he is hereby authorized and directed to perform all such acts, deeds and things and execute, under the seal of the Corporation if applicable, all such documents and other writings as may be required to give effect to the true intent of this resolution. P. Financial Statements for the Quarter Ended [Note: The mandate of the Audit Commitee may include the responsibility to review interim financial statements. The introduction to the following resolution assumes that the board has granted to the Audit Commitee this responsibility and that the Audit Committee has held a separate meeting to approve the interim financial statements.]
  • 19. reported to the meeting on the Corporation’s financial statements for the month period ended that had been delivered to the board as part of the directors’ material for the meeting. He advised that the Audit Commitee had reviewed the financial statements and recommended to the board that the statements be approved. Following discussion, UPON MOTION DULY MADE, SECONDED AND CARRIED,IT WAS RESOLVEDTHAT: 1. the financial statements of the Corporation for the months ended be and they are hereby approved; and 2. any one or more directors or officers of the Corporation are authorized and directed to perform all such acts, deeds, things and execute under the seal of the Corporation or otherwise such documents and other writings, including treasury orders, as may be required to give effect to the true intent of this resolution. Q. Budgetfor the FiscalYear ended
  • 20. delivered a report relating to the budget for the fiscal year ended that had been delivered to the board as part of the directors’ materials for the meeting Following discussion UPON MOTION DULY MADE, SECONDED AND CARRIED IT WAS RESOLVEDTHAT: 1. the budget for the fiscal year ended presented to the board be approved; and 2. any one or more directors or officers of the Corporation are authorized and directed to perform all such acts, deeds, things and execute under the seal of the Corporation or otherwise such documents and other writings, including treasury orders, as may be required to give effect to the true intent of this resolution. R. Approval of Agreement [Note: This resolution relates to the approval of an agreement in draft form and authorizes further changes to the agreement that may be required before the agreement is signed. The board may wish to specify in further detail who may execute the agreement or
  • 21. the extent of amendments that may be made to the agreement (eg. limit on purchase price). Resolutions relating to the approval of agreements should be vetted by legal counsel. This is particularly important if legal counsel will be required to provide an opinionrelating to the agreement.] advised the meeting of the proposed transaction with relating to . He then reviewed the agreement that the Corporation proposed to enter into relating to the transaction, a copy of which had been included as part of the directors’ materials for the meeting. Following discussion UPON MOTION DULY MADE, SECONDED AND CARRIED IT WAS RESOLVEDTHAT: 1. the Corporation enter into an agreement providing for (the “ Agreement”) relating to on the terms and conditions contained in the draft agreement dated presented to the board with such amendments and variations, if any, as the person(s) excuting the Agreement may approve, such approval to be conclusively evidenced by the execution of the agreement and such execution shall be conclusive evidence that the agreement so executed is the Agreement authorized by this resolution.
  • 22. 2. any one or more of the directors and officers of the Corporation are authorized to execute and deliver the Agreement in the name an d on behalf of the Corporation under it corporate seal or otherwise; and 3. any one or more of the directors and officers of the Corporation be authorized and directed to perform all such acts, deeds and things and execute, under the seal of the Corporation or otherwise, all such documents and other writings as may be required to give effect to the true intent of this resolution. S. Ratification of Agreement [Note: This resolution relates to the ratification of an executed agreement. As a general practice management should avoid executing agreements that are expected or required to be approved by the board in advance of board approval. Resolutions relating to the approval of agreements should be vetted by legal counsel. This is particularly important if legal counsel will be required to provide an opinionrelating to the agreement.] advised the meeting of that the Corporation had executed a agreement dated with relating to . He then reviewed
  • 23. the agreement, a copy of which had been included as part of the directors’ materials for the meeting and requested the board ratify the execution of the agreement. Following discussion UPON MOTION DULY MADE, SECONDED AND CARRIED IT WAS RESOLVEDTHAT: 1. the [Describe transaction] by the Corporation on the terms and conditions contained in the agreement (the “ Agreement”) dated between the Corporation and presented to the board is approved, ratified and confirmed and the execution and delivery of the Agreement in the name and on behalf of the Corporation by is approved, ratified and confirmed; 2. any one or more of the directors and officers of the Corporation are authorized to execute and deliver the Agreement in the name an d on behalf of the Corporation under it corporate seal or otherwise; and 3. any one or more of the directors and officers of the Corporation be authorized and directed to perform all such acts, deeds and things and execute, under the seal of the Corporation or otherwise, all such documents and other
  • 24. writings as may be required to give effect to the true intent of this resolution. T. Termination of Meeting There being no further business, ON MOTION DULY MADE, SECONDED AND CARRIED,the meeting was adjourned. ______________________________________ Chairman __________________________ Secretary