Decisions without a meeting

Members and directors can pass resolutions without a meeting. These are called ‘circulating resolutions’. The proposed resolution is written down and sent to all the people who can vote on it.  

Passing a resolution outside a general or directors' meeting

To pass a circulating resolution, every director or member who can vote on the matter must sign the document saying they agree to the resolution. This gives a unanimous agreement.  

The resolution is passed when the last person signs it.

Corporations must make a record in their minute books within one month of the resolution being passed.

Any resolutions passed after the previous meeting was held should be noted at the next meeting.

Making decisions outside a general meeting

It is possible for members to pass a resolution without holding a general meeting.  

To do this, all the members entitled to vote on a resolution must sign a document stating that they are in favour of the resolution set out in the document. The resolution is passed when the last member signs it. These are called circulating resolutions.  

If a resolution is passed in this way it must be recorded in the corporation’s minute book within one month and be signed by a director. This is probably only practical for corporations with a small number of members.

Making decisions outside a directors’ meeting

Resolutions can be passed by directors without holding a directors’ meeting. These are called circulating resolutions. Check the rule book to see how this can be done.

All directors entitled to vote on the resolution must sign a statement that says they are in favour of the resolution set out in the document.

The resolution is passed when the last director signs it.

If a decision is made in this way it must be recorded in the corporation’s minute book within one month.