Marginal note:Resolution outside board meeting
184.1 (1) A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of directors is as valid as if it had been passed at a meeting of directors.
Marginal note:Filing directors’ resolution
(2) A copy of the resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the directors.
Marginal note:Resolution outside committee meeting
(3) A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of a committee of directors, other than a resolution of the audit committee in carrying out its duties under subsection 194(3) or a resolution of the conduct review committee in carrying out its duties under subsection 195(3), is as valid as if it had been passed at a meeting of that committee.
Marginal note:Filing committee resolution
(4) A copy of the resolution referred to in subsection (3) shall be kept with the minutes of the proceedings of that committee.
Marginal note:Evidence
(5) 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.
- 1997, c. 15, s. 20
- 2005, c. 54, s. 37
- Date modified: