Resolutions and voting at directors' meetings

Resolutions

Decisions at directors’ meetings are made by passing resolutions.

The CATSI Act says that resolutions at directors’ meetings must be passed by the majority of votes cast by the directors. If the vote on a resolution is tied, the chair of the meeting has a casting vote. This is in addition to the vote the chair has as a director.

A corporation may have a different rule for decision-making in its rule book, for example, if they have chosen to use another process to make decisions such as traditional law or custom. Some corporations provide for a consensus agreement before putting a resolution to a formal vote.

All decisions must be recorded in the minutes.

Voting

Voting at directors’ meetings is usually by a show of hands. The chair is responsible for counting votes.