Powers of a director

Powers of a director


What power does a director have?

Directors are responsible for administering the affairs of the corporation. More specifically, they are able to adopt resolutions in a number of areas which include:

  1. the issuance and registration of share certificates, transfers, allotment and payment of shares;
  2. declaring and paying dividends;
  3. the number, term of office and remuneration of directors;
  4. the appointment, functions, duties and removal of officers; and
  5. the time and place of holding of annual meetings, calling of regular and special meetings of the board of directors and the procedure to be followed at said meetings.


To learn more or to perform some compliance check out our site: https://www.corpcentre.ca/compliance-centre/ 


    • Related Articles

    • What are directors' duties and responsibilities

      What are directors' duties and responsibilities? A director must, in the performance of his/her duties, satisfy all the obligations imposed upon him/her by law as well as the corporation's Articles of Incorporation and By-Laws, and he/she must act ...

    • Who is eligible to become a Director

      Who is eligible to become a Director? As a general rule, only physical persons (i.e., individuals) are eligible to be directors of a corporation. Not all physical persons, though, can become directors. In fact, there are physical persons who are ...

    • Board of Directors Meetings

      What is a Board of Directors Meeting? There are two types of board of directors' meetings: (a) regular - these meetings take place at a fixed date as provided for in the By-Laws; and (b) special - this comprises all other meetings of the board of ...

    • How many Directors must a Corporation have

      How many Directors must a Corporation have? Every corporation must have at least one (1) director. There is no fixed maximum as to the number of directors that a private corporation must have at any given time. Nevertheless, the number of directors ...

    • How does a Director Vote

      How does a Director Vote? Unlike shareholders, whose number of votes is based on the number and class of shares that they hold at a given time, directors usually have only one vote per person at board of directors' meetings. Sometimes the chairman of ...