Annex D - Examples of Notice of Annual Shareholders' Meeting and Minutes of an Annual Shareholders' Meeting

Annex C | Table of Contents | Annex E

---

The Notice and Minutes below provide suggested wording and format that you can adapt to your corporation at its first shareholders' annual general meeting for the election of directors and the appointment of officer(s), auditor(s) and accountant(s). Alternatively, you can proceed by way of written resolution instead, as shown in Annex E.

Example of a Notice of Annual General Meeting

(Indicate the name of the corporation)

Notice is hereby given that the annual general meeting of the holders of (indicate the name of class of shares) (the "Corporation") will be held at (indicate the address of the corporation) on (indicate the date), at (indicate the time), for the purpose of:

• receiving and considering the annual report and financial statements for the year ended (indicate the date) and the report of the auditors thereon;
• electing directors;
• appointing auditors; and
• transacting such further and other business as may properly come before the meeting or any adjournment thereof.

Dated this (indicate the date). On behalf of the board of directors

Secretary: (signature)

Example of Minutes of Annual General Meeting

(Indicate the name of the corporation)

Minutes of the annual general meeting of the shareholders of (indicate the name of the corporation) held at (indicate the address of the corporation) on (indicate the date), at (indicate the time).

1. Present in Person

(Indicate the name)
(Indicate the name)
(Indicate the name)

2. Represented by Proxy

(Indicate the name)
being all of the shareholders of the Corporation.

3. Chair and Secretary

The President, (indicate the name), assumed the Chair and the Secretary, (indicate the name), acted as Secretary of the meeting.

4. Constitution of Meeting

All of the shareholders of the Corporation being present in person or represented by proxy and all the shareholders, directors and auditors of the Corporation having been sent notice of the meeting in the manner required by law, the Chair declared the meeting properly constituted for the transaction of business.

5. Financial Statements

The Chair presented to the meeting the balance sheet of the Corporation as of (indicate the date), and the other financial statements of the Corporation for the financial year ended on such date. At the request of the Chair, the Secretary of the meeting then read to the meeting the auditor's report. Following the reading of the auditor's report, the Chair invited questions and comments from the floor and, there being none, the Chair proceeded to the next item of business.

6. Election of Directors

The Chair stated that it was now in order to proceed with the election of directors. On motion duly made, seconded and unanimously carried, the following resolution was passed:

Resolved:that (indicate the name) is hereby elected director of the Corporation to hold office for the ensuing year or until a successor is elected or appointed, whichever occurs first.

Option 1

7. Appointment of Auditors

On motion duly made, seconded and unanimously carried, the following resolution was passed: 

Resolved that (indicate the name), Chartered Accountants, are hereby appointed the auditors of the Corporation the close of the next annual general meeting of the shareholders or until a successor is appointed, at such remuneration as may be fixed by the directors, and the directors are hereby authorized to fix such remuneration.

or

Option 2

7. Appointment of Accountants

The Chair stated that the Corporation meets the conditions referred to in section 163 of the Canada Business Corporations Act (the "Act") and that all the shareholders of the Corporation have consented in writing that the Corporation be exempt from the requirements of section 160 of the Act. On motion duly made, seconded and unanimously carried, the following resolution was passed:

Resolved: that (indicate the name) are hereby appointed the accountants of the Corporation to hold office until the close of the next annual general meeting of shareholders at such remuneration as may be fixed by the directors, and the directors are hereby authorized to fix such remuneration.

8. Confirmation of Proceedings

On motion duly made, seconded and unanimously carried, the following resolution was passed:

Resolved that all by-laws, resolutions, contracts, acts and proceedings of the board of directors, shareholders and officers of the Corporation enacted, passed, made, done or taken since (indicate the date) as the same are set forth or referred to in the minutes of the Corporation or in the financial statements submitted to the shareholders of the Corporation on this date are hereby approved, ratified, sanctioned and confirmed.

9. Termination

There being no further business, on motion duly made, seconded and unanimously carried, the meeting was terminated.

President: (signature)

Secretary: (signature)

Annex C | Table of Contents | Annex E