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.
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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
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)
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
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