Certificate of Incumbency
- Q. What am I certifying and why?
- A. You are creating a certified list of all the signing officers, directors, and/or shareholders of your organization. Other organizations will want to know which individuals have authority to enter into agreements on behalf of the corporation and may require this list before doing business with your corporation.
Directors' Resolution
- Q. What is the difference between a resolution and minutes?
- A. A resolution is a written document that describes the actions taken by the board of directors of a corporation. The minutes are a written document that describes actions taken and resolutions passed by the directors during a regular board meeting.
- Q. What is a Certified Corporate Resolution?
- A. A Certified Corporate Resolution is a resolution that has been verified by the Secretary of the meeting and approved by the President of the corporation.
- Q. Who is the Chairperson of a Meeting of the Board?
- A. The Chairperson of a board Meeting a director who has been elected by the board to preside over board meetings. In the absence of the Chairperson the Chief Executive Officer or President or in their absence a vice-president may preside over a meeting. In the absence of any of these persons another director can be chosen to preside over a meeting.
Shareholder Agreement
- Q. What is an auditor?
- A. An auditor is a qualified accountant who performs a systematic examination of the accounting records of a corporation in order to ensure accuracy and compliance with established accounting policies and procedures.
- Q. What is a security interest?
- A. A security interest is an interest in corporate property that is granted to a creditor. This is normally used to obtain a loan that the creditor would not be willing to give without some sort of security. A security interest may also be created by an operation of law to ensure the performance of the obligation where a debtor has defaulted on a debt.
- Q. What does encumbering corporate property mean?
- A. If corporate property is encumbered it means that an interest in the property is granted to another party as security for the fulfillment of some obligation.
- Q. What is a corporate asset?
- A. A corporate asset is any property owned by the corporation. This includes, but is not limited to, money, real estate, and equipment.
- Q. What does financial assistance mean?
- A. Financial assistance refers to any gift of money, loan or guarantee of a loan that the corporation might provide to any shareholder, officer, director, or employee. This type of assistance would typically be expressly forbidden in the corporate bylaws or in the articles of incorporation. This does not include wages, salaries, benefits, or bonuses.
- Q. What does redeem shares mean?
- A. Share redemption is when the Corporation purchases its own share from the market or from a shareholder.
- Q. What does issue shares mean?
- A. Issuing shares is where a Corporation places shares for sale either on the market or privately to individuals.
- Q. What is shareholder loan?
- A. A shareholder loan is a loan issued by a shareholder to the corporation. The shareholder becomes a creditor of the corporation in relation to the loan.
- Q. When would the use of a mediator or arbitrator to settle disputes be beneficial?
- A. A mediator or arbitrator should be used when the parties are at a deadlock over an issue. Mediation and arbitration are superior processes when there is a long term relationship involved and the survival of the business relationship is desirable. If the dispute is not resolved and goes to court, a judge may decide on a compromise that is not desirable to either party, possibly to dissolve the company. But, if both parties agree to choose a neutral third party mediator or arbitrator to resolve the dispute, the business relationship may be able to continue successfully.
- Q. What is the difference between mediation and arbitration?
- A. Mediation is a process by which a neutral third party, the mediator, assists the conflicting parties in negotiating an agreement regarding the issue in conflict. Arbitration is a process by which the conflicting parties present their conflict to an agreed upon neutral third party who, upon hearing from both parties, decides on how to resolve the issue.
- Q. What is considered competition?
- A. An employee would be considered in competition with a former employer, if the employee begins working for a new company that is in direct competition with the former employer. To be in direct competition the two companies would market a similar product in the same geographic market.
Shareholders' Resolution
- Q. What is a shareholders' resolution?
- A. A Corporate Resolution is a written document that describes the actions taken by the shareholders of a corporation.
- Q. What is the difference between a resolution and minutes?
- A. A resolution is a written document that describes the actions taken by the shareholders of a corporation. The minutes are a written document that describes actions taken and resolutions passed by the shareholders during a regular or special meeting of the shareholders.
- Q. What is a Certified Corporate Resolution?
- A. A Certified Corporate Resolution is a resolution that has been verified by the Secretary of the meeting and approved by the President of the corporation.
- Q. Who is the Chairperson of a shareholders' meeting?
- A. The Chairperson of a shareholders' meeting would usually be the chairperson of the board. This person is a director who has been elected by the board to preside over board and shareholder meetings. In the absence of the Chairperson the Chief Executive Officer or President or in their absence a vice-president may be delegated or selected to preside over a shareholders meeting.
