Question:
I need to appoint an alternate director for one day only to attend a board meeting. The constitution states notice in writing to the secretary must be given so as well as the letter from the director appointing his alternate, does this also need to be approved by board resolution/minutes and also B10 filed if it is only for one day to attend a meeting?
Answer:
Under S.165 CA2014 because an alternate Director is a Director within S.2(1) CA2014 their appointment must be notified on a Form B10 and marked on such Form as an Alternate.
Regarding the Meeting you will need to review the provisions of the Clause appointing the alternate, in some cases it notes that a meeting is required in others it says it does not. There is often a provision within that Clause that the majority of Directors can remove an alternate.
Is there any reference to S.165 CA2014? S.165(1) CA2014 states ‘Any director (the “appointer”) of a company may from time to time appoint any other director of it or, with the approval of a majority of its directors, any other person to be an alternate director (the “appointee”) as respects him or her.’ You might get back to me with the wording of that Clause.