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Minutes Of Extraordinary General Meeting Template for Canada

A formal document recording the proceedings, discussions, and resolutions passed during an Extraordinary General Meeting of shareholders under Canadian corporate law. This document serves as the official record of special business conducted outside regular annual general meetings, capturing attendance, quorum verification, voting results, and special resolutions. It must comply with both federal requirements under the Canada Business Corporations Act and any applicable provincial corporate legislation, ensuring proper documentation of corporate decisions and maintaining legal compliance in corporate governance matters.

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What is a Minutes Of Extraordinary General Meeting?

Minutes Of Extraordinary General Meeting are essential corporate documents required when companies need to address urgent or special matters that cannot wait until the next Annual General Meeting. These minutes must comply with Canadian federal and provincial corporate laws, documenting crucial decisions such as changes to company structure, major transactions, or amendments to company constitution. The document serves as a legal record of the meeting proceedings, including attendance, quorum confirmation, voting results, and resolutions passed. It's particularly important for corporate governance and regulatory compliance, often needed for filing with regulatory bodies or as evidence in legal proceedings. The minutes must accurately reflect all material discussions and decisions made during the EGM, serving as the official historical record of significant corporate actions.

What sections should be included in a Minutes Of Extraordinary General Meeting?

1. Meeting Details: Date, time, location, and type of meeting (Extraordinary General Meeting)

2. Company Information: Full legal name of company, registration number, and registered office

3. Attendance: List of present members/shareholders, directors, and other attendees including corporate representatives and proxies

4. Chairperson and Secretary: Identification of meeting chairperson and appointed secretary

5. Notice and Quorum: Confirmation that proper notice was given and quorum requirements were met

6. Purpose of Meeting: Statement of the specific purpose(s) for calling the extraordinary general meeting

7. Resolutions Presented: Full text of all resolutions presented at the meeting

8. Voting Results: Detailed results of voting on each resolution, including numbers for/against and abstentions

9. Close of Meeting: Time of meeting conclusion and chairperson's signature

10. Authentication: Signature section for chairperson and secretary to certify the minutes as true record

What sections are optional to include in a Minutes Of Extraordinary General Meeting?

1. Preliminary Discussions: Record of any substantial discussions preceding the formal resolutions, used when significant debates or presentations occurred

2. Questions and Answers: Documentation of Q&A session if shareholders raised significant queries

3. Objections: Record of any formal objections raised, included when shareholders register specific objections

4. Adjournments: Details of any adjournments during the meeting, included if meeting was temporarily suspended

5. Special Business: Detailed discussion of special business items requiring explanatory notes

6. Declaration of Interests: Record of any interests declared by directors, included when relevant to meeting agenda

What schedules should be included in a Minutes Of Extraordinary General Meeting?

1. Attendance Register: Detailed list of all attendees including proxies and corporate representatives

2. Proxy Forms: Copies of valid proxy forms submitted for the meeting

3. Supporting Documents: Any documents presented or referenced during the meeting (e.g., financial statements, valuations)

4. Presentation Materials: Copies of any presentations or materials shown during the meeting

5. Notice of Meeting: Copy of the original notice calling the extraordinary general meeting

6. Voting Records: Detailed voting tallies and scrutineer reports if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Canada

Publisher

Genie AI

Cost

Free to use

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