Bank Act

Marginal note:Resolution in lieu of meeting

• 152 (1) Except where a written statement is submitted by a director under section 174 or by an auditor under subsection 321(1),

  • (a) a resolution in writing signed by all the persons entitled to vote on that resolution at a meeting of shareholders or members is as valid as if it had been passed at a meeting of the shareholders or members; and

  • (b) a resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of shareholders or members, and signed by all the persons entitled to vote at that meeting, satisfies all the requirements of this Act relating to meetings of shareholders or members.

• Marginal note:Filing resolution

  (2) A copy of every resolution referred to in subsection (1) must be kept with the minutes of the meetings.

• Marginal note:Evidence

  (3) Unless a ballot is demanded, an entry in the minutes of a meeting that the chairperson declared a resolution to be carried or defeated is in the absence of evidence to the contrary proof of that fact without proof of the number or proportion of votes recorded in favour of or against the resolution.