Organizing resolutions of directors for adoption at first meeting of the directors

Organizing Resolutions of the Directors of (insert name of corporation)(the “Corporation”) on (insert date).

The undersigned, being all of the directors of the Corporation, hereby sign the following resolutions:

Adoption of By-laws

Resolved that the set of by-laws relating generally to the transaction of the affairs of (insert name of corporation) be passed.

Appointment of officers

Resolved that the following persons be and are hereby appointed officers of the Corporation to hold office for a term of (insert number) years or until a successor is appointed, whichever occurs first:

  • Chair of the board: (insert name)
  • President: (insert name)
  • Vice-president: (insert name)
  • Secretary: (insert name)
  • Treasurer: (insert name)

Appointment of interim public accountant to hold office until the first meeting of members

Resolved that (name of public accountant) is hereby appointed interim public accountant of the Corporation to hold office until the close of the first members meeting.
(omit this resolution if no interim public accountant is appointed)

Issuance of memberships

Resolved that the following persons are admitted as members of the Corporation and memberships of the Corporation be issued to these persons (insert names).

Banking resolution

Resolved that the banking resolution, in the form required by the (indicate the name of bank), a copy of which is annexed hereto as Schedule (insert schedule number), is hereby approved.
(Insert the appropriate form of banking resolution, which is provided by your bank, here.)

Financial year end

Resolved that the financial year of the Corporation shall end on (insert the day and month) in each year.

General appointment of signing officers

Resolved that in accordance with the provisions of the by-laws of the Corporation, all contracts, documents and instruments in writing requiring a signature of the Corporation, as well as all cheques, drafts, or orders for the payment of money and all notes and acceptance and bills of exchange, may be signed by (insert either “any director or officer” or “any two directors or officers” as appropriate under the by-laws) until such time that such appointment is revoked. In addition, the directors may, from time to time, direct the manner in which, and the person or persons by whom, any particular instrument or class of instruments may or shall be signed.

Adoption of forms for corporate records and debt obligation certificates

Resolved that the form of registers, membership certificate and debt obligation certificate annexed hereto is approved and adopted as the form of certificate for the Corporation.
(omit reference to debt obligation certificates if none is issued)

Corporate Seal

Resolved that a seal, an impression of which appears in the margin hereof is approved and adopted as the corporate seal of the Corporation.
(There is no requirement for a corporation to have a corporate seal. If you decide not to have one, omit this resolution.)

Location of registered office and mailing address

Resolved that the location of the registered office of the Corporation be (insert address) and the mailing address for the Corporation be the same as the registered office address.

Location of books and records

Resolved that the Corporation maintain at its registered office the records and registers of the Corporation or as the board determines from time to time.

First members meeting

Resolved that a special meeting of the first members of the Corporation be held on (insert date) for the purpose of confirming the by-laws, electing directors, appointing a public accountant, and transacting such other business as may properly come before the meeting.

The undersigned, being all the directors of the Corporation, hereby consent, by their signatures, to the foregoing resolutions pursuant to the provisions of the Canada Not-for-profit Corporations Act.

Dated this (insert date)
Director: (signature)
(The resolutions must be signed by all directors, either on one document or on a series of identical documents that will be deemed to constitute one document for the purposes of this Act.)