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Directors' Resolutions

 by Jeffrey S. Lowe

Officers take care of most of the day-to-day business of a company. However, decisions that are not in the ordinary course of business should be approved by a directors' resolution.

This may include selling a substantial portion of the company's assets, changing its share structure, or carrying out other decisions which will have a major impact on the welfare of your company.

Subject to the company's articles, there are two ways to pass a directors' resolution. If all the directors sign a resolution in writing, it can be approved. The articles may provide that resolutions in writing can be signed by all the directors in counterparts and received by fax.

The second way is to have a directors' meeting, and then a simple majority vote will approve most resolutions. The articles may provide that directors can participate in a meeting via conference call whereby all directors can hear each other.

To ensure the directors have the flexibility they need to manage your company, ask your lawyer to include the appropriate provisions in the articles.

More questions? Phone us at (604) HELP-LAW.

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This page last updated: August 26, 1999
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