Question 1

Can directors pass a resolution without holding a meeting?

Accepted Answer

Yes. Under CBCA s. 117(1), a resolution in writing signed by all directors entitled to vote is as valid as if passed at a meeting. Most provincial Business Corporations Acts have equivalent provisions.

Question 2

What is the difference between ordinary and special resolutions?

Accepted Answer

An ordinary resolution requires a simple majority vote. A special resolution requires at least a two-thirds majority of votes cast, as defined in CBCA s. 2(1). Special resolutions are typically required for fundamental changes like amending articles or bylaws.

Directors’ Resolution

Also available for:

Frequently Asked Questions