How are officers like the President and Secretary appointed in an Ontario corporation?

Under the Ontario Business Corporations Act, officers of a corporation are appointed by the board of directors. The process is typically set out in the corporation's bylaws, which specify which officer positions exist and how they are filled. Common positions include President, Chief Executive Officer, Chief Financial Officer, Secretary, and Vice-President.

Appointment happens by way of a directors' resolution. In a small single-director corporation, the director simply passes a resolution appointing themselves (or another person) to the relevant officer roles. In a larger corporation with multiple directors, the board votes on officer appointments at the first meeting of directors or at the annual directors' meeting each year.

The bylaws typically give the directors flexibility in creating additional officer titles or combining roles. One person can hold multiple officer positions — for example, it is common in small corporations for the sole director to also be the President and Secretary. Officers serve at the pleasure of the board, which means they can be removed or replaced by director resolution at any time. Documenting officer appointments properly in the minute book is important, because banks, counterparties, and the CRA may ask to see evidence of who is authorized to act on behalf of the corporation.