Appointment and Election of Directors

Summary

This practice note covers the appointment and election of the directors for a business corporation. It explains that the incorporating directors hold office until the first meeting of the shareholders, liability issues when signing on behalf of a corporation, and the process for electing the directors of a corporation, including the election requirements and the terms of office. It also outlines the process for fixing the number of directors, where the cumulative voting for directors by the shareholders occurs, and the steps to be taken in cases where there is a failure to elect the number of directors required by the articles. As well, it discusses when a vacancy would occur on the board of directors and how the vacancy may be filled, the rules where there is a defect in an appointment or election of a director, and the grounds for the automatic disqualification of a director. Last, it explains that the use of an advisory committee may be suitable where a corporation feels that ...