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Officer changes mid-year

  • 05 Oct 2020 4:45 PM
    Message # 9285424
    Deleted user

    Our current CEO is retiring and his successor is due to join the Foundation on November 16.

    The Governance Committee will discuss the possibility of changing or revising the current Officer compostion which may involve changes to the By-laws (title changes and duties of current mangement).

    We're planning to meet in the next few days to review these recommendations. What happens afterwards?

    Do we call a special meeting of the Board to present new recommended changes specifically to this matter? i.e. officer changes and bylaws?

    Must we file with les Registres d'entreprise du Quebec and Corp Canada immediately following the change of new CEO and perhaps other officers? Look forward to your feedback and guidance.


  • 06 Oct 2020 6:04 AM
    Reply # 9286350 on 9285424
    Deleted user
    Our board has given direction to management that new officers appointments can be brought to the board at its next regular meeting for confirmation. Maybe this approach could work for you, so long as there is no risk of an unexpected outcome, and so as long as your bylaw and provincial law have the flexibility to permit this delay in board confirmation. 

    But it seems to me the bylaw changes will necessitate a board/members meeting anyway. I wouldn’t be comfortable proceeding with management implementing organizational changes like that without board sign-off.

    I think filings with regulators should take place as soon as a person assumes an officer role, regardless of when the board formally approves the appointment. 

    All just my opinion. Interested to hear others. 


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