Ordinary resolution

Corporations Canada says shareholders usually elect directors, appoint auditors and approve by-law changes by ordinary resolution. The Canada Business Corporations Act, subject to exceptions in the sections concerned, calls for one to elect directors, remove a director, appoint an auditor and approve a squeeze-out. This entry covers federal, Ontario, British Columbia and Alberta corporations; check the statute that governs the company.

How each statute words it

• Federal: Corporations Canada says ordinary resolutions require a simple majority of the votes cast by shareholders.
• Ontario: a resolution submitted to a shareholders’ meeting and passed by at least a majority of the votes cast.
• British Columbia: passed at a general meeting by a simple majority of votes cast, or consented to in writing by holders of at least a special majority of the votes.
• Alberta: passed by a majority of votes cast by shareholders who voted, or signed by all the shareholders entitled to vote.

Ask for the articles and any unanimous shareholder agreement, which may set voting rules. The higher standard is a special resolution. A resolution can also be signed instead of voted; see written resolution in lieu of a meeting.