A director change usually needs two separate questions answered: who has authority to make the change, and how the corporation updates its internal and public records. Shareholders commonly elect or remove directors, while the board may fill a vacancy when the governing law permits it.
Do not use an appointment resolution to silently rewrite the past. State whether the person was elected, appointed to fill a vacancy, resigned or removed, record the effective date and file any notice required by the jurisdiction.
- Approved by
- Shareholders for an election or removal; directors may fill a vacancy where permitted
- Signed by
- The required shareholders or directors under the applicable written-consent rule
- Filed with the government
- Usually yes for a change in directors; check the jurisdiction’s deadline
- Also update
- Director register, officer roles, bank authority, beneficial ownership and annual reports
- Keep with it
- Notice, waiver, attendance or consent record and the accepted resignation if any
When you need one
- Electing directors at the first or annual shareholder meeting.
- Removing a director where the statute and articles permit removal by shareholders.
- Filling a board vacancy after a resignation, death or disqualification.
- Recording a director’s resignation and appointing a replacement.
- Changing the board after a share sale, financing or ownership transition.
Who approves it
The authority depends on the type of change. Shareholders generally elect directors and may remove them under the applicable corporate statute. Directors may fill a vacancy or appoint an additional director only where the statute, articles and remaining board permit it.
| Jurisdiction | Rule |
|---|---|
| Canada, federal (CBCA) | Shareholders elect directors at the first and annual meetings and may remove them by ordinary resolution in the circumstances set by the Act. The remaining directors may fill a vacancy where the Act permits. |
| Ontario (OBCA) | Shareholders elect directors at the first and annual meetings and may remove a director by ordinary resolution, subject to the Act and articles. The board may fill certain vacancies. |
| British Columbia (BCBCA) | The articles and Act govern election, removal and vacancies. The company must keep a director register and file a notice of change within the statutory period. |
| Alberta (ABCA) | Shareholders elect directors and may remove them under the Act. Directors may fill a vacancy or appoint an additional director where the statutory conditions are met. |
| Quebec (QBCA) | Shareholders generally elect and remove directors, while the board may fill a vacancy in the situations the Act permits. Changes must be reflected in the enterprise register. |
| Delaware (DGCL) | Stockholders elect directors at the annual meeting and may remove them subject to section 141(k), the certificate and any classified-board or cumulative-voting rules. The board may fill vacancies under section 223. |
| Model Act states (MBCA) | Shareholders elect and may remove directors, while the board may fill vacancies and add directors when the Act and articles allow it. |
Before you sign
- Read the articles and bylaws. Check term length, classes, cumulative voting, notice, quorum, removal and vacancy rules.
- Confirm the current register. Identify who is actually a director, when each term began and whether the proposed change creates a vacancy or an election.
- Use the right approving group. Shareholder approval and board approval are not interchangeable.
- Prepare the public filing. Gather the person’s legal name, address and consent or other information required by the registry.
- Separate resignation from removal. Keep a signed resignation when the person leaves voluntarily; do not describe it as a removal.
The internal record and registry filing are separate
The signed minutes or consent proves the corporation made the decision. The notice filed with a corporate registry updates the public record. Keep both, together with the director’s consent to act or resignation.
Sample wording
Adapt the wording to your corporation: replace everything in square brackets, and check your articles, bylaws and any shareholder agreement first. Each person signs and dates a copy, and a scanned or electronic signature is usually fine.
Resolutions of the shareholders of [Corporation name] (the “Corporation”)
BE IT RESOLVED THAT [name] is elected as a director of the Corporation to hold office until the close of the next annual meeting of shareholders or until a successor is elected or appointed, effective [date]; and
[If applicable: BE IT FURTHER RESOLVED THAT the resignation of [former director] is accepted effective [date].]
[If applicable: BE IT FURTHER RESOLVED THAT [name] is removed as a director effective [date], in accordance with the applicable corporate statute.]
[Name and title] is authorized to update the director register and file the required notice of change.
The foregoing resolutions are passed by the signatures of all the shareholders of the Corporation entitled to vote on them, as of [date].
______________________________
[Name], shareholder
______________________________
[Name], shareholder
Use the election, resignation or removal language that matches what actually happened. Do not combine a voluntary resignation with a removal.
Action by written consent of the stockholders of [Corporation name] (the “Corporation”)
RESOLVED, that [name] is elected as a director of the Corporation to serve until the next annual meeting of stockholders and until a successor is elected and qualified, effective as of [date];
[If applicable: RESOLVED FURTHER, that [name] is removed as a director effective as of [date], subject to the Corporation’s certificate of incorporation and applicable law; and]
RESOLVED FURTHER, that the officers are authorized to update the corporate records and make any required state filings.
This consent is signed by the holders of all the outstanding shares of the Corporation entitled to vote, is effective as of [date], and will be filed with the minutes of the proceedings of the stockholders.
______________________________
[Name], shareholder
______________________________
[Name], shareholder
After you sign
- Update the director register, minute-book index, organizational chart and officer roles.
- File the notice of change with the federal or provincial/state registry within the required period.
- Update bank signing authority, beneficial-ownership records, insurance, lender certificates and service-provider access.
- If the change affects quorum or committee membership, schedule the next board meeting or written consent.
What to keep in your minute book
- The signed shareholder or director resolution and meeting notice or waiver.
- The accepted resignation, removal notice or consent to act.
- The updated director register and proof of the public filing.
- Any related change to officers, signing authority or beneficial ownership.
Common questions
Can directors appoint a new director without a shareholder vote?
Sometimes. Vacancy and additional-director rules vary by statute, articles and the remaining board’s composition. Confirm that the board has the power before using a board resolution instead of a shareholder election.
Does a director’s resignation need shareholder approval?
Usually no. A director generally resigns by written notice, but the corporation should record the effective date and appoint a replacement or file the vacancy information as required.
What happens to the director’s bank authority?
It does not always end automatically when the director leaves. Revoke bank, online-banking and signing authority separately, then give the bank the updated resolution and registry evidence it requests.
This page is general information about corporate resolutions in the United States and Canada, not legal or tax advice. The sample wording is a starting point: your articles, bylaws and any shareholder agreement may require something different, and rules change over time. For advice about your corporation, speak with a qualified lawyer or accountant.
Sources
- Canada Business Corporations Act, director election, removal and vacancy provisions
- Ontario Business Corporations Act, sections 119 and 122
- British Columbia Business Corporations Act, sections 124 to 127
- Alberta Business Corporations Act, director election, removal and vacancy provisions
- Quebec Business Corporations Act, director election, removal and vacancy provisions
- Delaware General Corporation Law, sections 141(k), 211 and 223
- Model Business Corporation Act (American Bar Association), sections 8.08 and 8.10