Unanimous Board Resolution for Canada

Unanimous Board Resolution Template for Canada

A Unanimous Board Resolution is a formal document used in Canadian corporate governance that records decisions made with the agreement of all directors of a corporation. It serves as an official record of board decisions made without holding a formal meeting, as permitted under Canadian corporate law. The document must comply with federal legislation (Canada Business Corporations Act) or relevant provincial corporate statutes, depending on the jurisdiction of incorporation. It represents a binding corporate action and can address various matters including operational decisions, corporate transactions, policy approvals, and organizational changes.

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What is a Unanimous Board Resolution?

The Unanimous Board Resolution is a crucial corporate governance tool used in Canadian business practice when the board of directors needs to make decisions without convening a formal meeting. This document type is explicitly recognized under the Canada Business Corporations Act and provincial corporate statutes, providing a streamlined alternative to traditional board meetings. A Unanimous Board Resolution requires the agreement of all directors and typically includes detailed recitals explaining the context of the decision, the formal resolution statements, and authorization for implementation. It's commonly used for time-sensitive matters, routine approvals, or situations where gathering all directors in person is impractical. The document serves as official evidence of board decisions and forms part of the corporation's permanent records.

What sections should be included in a Unanimous Board Resolution?

1. Header Information: Corporation name, jurisdiction of incorporation, and date of resolution

2. Recitals: Background information explaining why the resolution is being made, typically starting with 'WHEREAS' clauses

3. Authority Statement: Statement confirming the board's authority to pass the resolution under relevant corporate legislation and bylaws

4. Resolution Statement: The formal 'RESOLVED' statement(s) containing the actual decision(s) being made by the board

5. Implementation Authorization: Authorization for specific officers or individuals to take necessary actions to implement the resolution

6. Certification: Statement certifying that the resolution was passed unanimously by all directors

7. Signature Block: Space for all directors to sign, including their names and dates of signature

What sections are optional to include in a Unanimous Board Resolution?

1. Quorum Confirmation: Statement confirming that quorum requirements were met (used when referencing a specific meeting)

2. Disclosure of Interests: Section addressing any conflicts of interest disclosed by directors (required when directors have declared conflicts)

3. Effective Date: Specific statement about when the resolution takes effect (used when implementation date differs from signature date)

4. Revocation of Prior Resolutions: Section revoking or amending previous resolutions (needed when replacing or modifying existing resolutions)

5. Electronic Execution Statement: Statement allowing for electronic signatures and multiple counterparts (used for virtually executed resolutions)

What schedules should be included in a Unanimous Board Resolution?

1. Schedule A - Transaction Details: Detailed description of any transaction being approved (e.g., asset purchase, share issuance, etc.)

2. Schedule B - Financial Terms: Specific financial details, pricing, or payment terms related to the resolution

3. Schedule C - Form of Agreement: Copy of any agreement being approved through the resolution

4. Schedule D - Corporate Information: Relevant corporate details such as subsidiary information, shareholder lists, or organizational charts

5. Schedule E - Officer Certificates: Any required officer certificates or confirmations referenced in the resolution

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Canada

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
Relevant Industries

Financial Services

Technology

Manufacturing

Healthcare

Real Estate

Retail

Energy

Transportation

Professional Services

Mining

Agriculture

Construction

Telecommunications

Education

Non-Profit Organizations

Relevant Teams

Legal

Corporate Secretariat

Executive

Compliance

Corporate Governance

Board Operations

Administrative

Risk Management

Finance

Relevant Roles

Chief Executive Officer

Corporate Secretary

Board Director

Chief Financial Officer

General Counsel

Corporate Governance Officer

Legal Counsel

Compliance Officer

Board Chairman

Executive Director

Managing Director

Company Secretary

Chief Legal Officer

Chief Operating Officer

Board Administrator

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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