Written resolution in lieu of a meeting

This entry covers federal corporations and Ontario; check the statute that governs the company.

Federal corporations

Section 142 of the Canada Business Corporations Act says a resolution in writing signed by all the shareholders entitled to vote on it is as valid as if passed at a meeting. This applies except where a written statement is submitted by a director under section 110(2) or by an auditor under section 168(5). A copy must be kept with the minutes of shareholder meetings.

Ontario

Section 104 of the Ontario Business Corporations Act has the same unanimous route, with the same kind of exception. For a corporation that is not an offering corporation, it also allows an ordinary-resolution matter to be passed by a written resolution signed by holders of at least a majority of the shares. The corporation must then give written notice to voting shareholders who did not sign, within the period the section sets. If the articles or a unanimous shareholder agreement require more votes for an ordinary resolution, that higher number must sign.

Ask for the signed resolutions with the minute book. See what to look for in the minute books and directors’ resolution.