A board resolution in Canada is a formal decision adopted by the directors of a corporation, governed primarily by the Canada Business Corporations Act (CBCA) for federally incorporated companies, or equivalent provincial statutes such as the Ontario Business Corporations Act (OBCA) and the British Columbia Business Corporations Act (BCBCA). Section 102(1) of the CBCA vests the management of the corporation's business and affairs in the board of directors, making board resolutions the fundamental instrument of corporate governance.
Directors' meetings are regulated by CBCA s.114, which permits meetings to be held at any place and via telephonic or electronic means allowing all participants to communicate adequately (s.114(9)). The quorum for board meetings is a majority of the directors or the minimum number fixed by the articles or by-laws, provided it is not less than two-fifths of the board (s.114(2)). Decisions are taken by majority vote of directors present, and in the case of a tie, the chairperson does not have a casting vote unless the by-laws provide otherwise.
Written resolutions in lieu of meetings are expressly authorized by CBCA s.117. A resolution signed by all directors entitled to vote on that resolution is as valid as if it had been passed at a duly convened meeting. This unanimity requirement ensures that no director is excluded from the decision-making process. The signed resolution must be filed with the minutes of proceedings. Provincial statutes generally contain analogous provisions—OBCA s.129 and BCBCA s.140 similarly authorize written resolutions.
The CBCA mandates specific board approvals for various corporate actions: declaration of dividends (s.43), issuance of shares (s.25), approval of financial statements (s.155), calling shareholder meetings (s.133), and submission of fundamental changes such as amendments (s.173), amalgamation (s.183), and continuance (s.188). Directors who authorize unlawful dividends or share issuances may face personal liability under ss.118-119. Board resolutions must be maintained in the corporate records office (s.20) and are subject to inspection by directors (s.21). Certified resolutions are routinely required by financial institutions, regulators, and counterparties to verify corporate authority.