Expertises connexes

In the eyes of third parties, resolutions reflect the decisions taken by the company. Internally, they are the result of discussions and votes by the directors. The corporate resolutions, along with the articles of constitution and by-laws form the minute book of a company.

Among the important resolutions, the organizational resolutions of the directors come first. These resolutions identify who is going to perform each role (e.g. the president of the board of directors, the president of the company, the vice-president(s), the secretary and/or treasurer). They may also contain the approval of banking resolution and the name of the people entitled to sign a particular document. These resolutions may also indicate the end date of the fiscal year and appoint auditors.

A resolution generally includes the following information: a title (including the word “Resolution”), the company name, the subject of the resolution, the date of adoption of the resolution, the content itself and finally, the signatures of all persons entitled to vote.

A director present when a decision of the board is taken will be deemed to support that decision. In order to limit its liability, the director may record his dissent at the time of adoption of the resolution. This must be done in writing to formalize the disagreement.

The resolutions of a company incorporated under the Canada Business Corporations Act (CBCA) and those of a company registered under the Quebec Business Corporations Act (QBCA) differ. Under Canadian law, absent directors are deemed to agree with all the decisions, while under Quebec law, they are deemed to dissent.

For these reasons, the directors, particularly if they do not take part in all meetings of the board of directors must ensure that minutes, resolutions and all dissents are accurate.