Are consent resolutions valid if signed electronically in BC?

Yes. The BC Electronic Transactions Act and the BCBCA permit electronic signatures on consent resolutions, provided the signature system reliably identifies the signer and is appropriate to the circumstances.

Can a BC director participate in a meeting by telephone or video?

Yes. BCBCA s. 158 explicitly permits all directors to participate in a meeting by telephone or other electronic means, provided all directors can communicate adequately with one another.

What if the BC corporation's articles restrict consent resolutions?

The articles override the default. If the articles say a particular decision requires a meeting, a consent resolution on that matter is invalid. Counsel must review the articles before relying on consent-resolution procedure.

Canada · British Columbia

Directors' resolutions under the BCBCA (British Columbia corporations)

How a BC corporation's board passes resolutions, by meeting or under BCBCA s. 140 consent resolution, with conflict-of-interest and recordkeeping requirements.

Governing statute

Business Corporations Act, S.B.C. 2002, c. 57

s. 140	Consent resolutions of directors (unanimous written resolution)
s. 141	Validity of directors' acts and resolutions
s. 142	Records of resolutions and proceedings

At a glance

BCBCA s. 140 permits consent resolutions — written resolutions signed by every director entitled to vote
Validity of directors' acts protected under s. 141 despite procedural irregularities
Records of resolutions retained under s. 142, accessible to directors and shareholders
BCBCA permits the corporation's articles to expressly modify or restrict the consent-resolution mechanism
Electronic meetings explicitly authorized in s. 158

BCBCA s. 140 consent resolutions

BCBCA uses the term 'consent resolution' for what other jurisdictions call a written resolution or resolution in lieu. Section 140 requires the consent of every director entitled to vote on the matter. The effect is the same as a resolution passed at a meeting.

Articles can restrict the consent mechanism

Unique to BCBCA: the corporation's articles can modify or restrict the consent-resolution procedure. A corporation can, for example, require certain decisions to be passed at a meeting only, or specify a quorum higher than the default. Always check the articles before relying on the consent mechanism.

Recordkeeping under s. 142

Records of all resolutions (whether by meeting or by consent) must be retained as part of the corporation's records. They are accessible to directors and to shareholders on reasonable notice (subject to confidentiality where applicable).

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See Digital Corporate Records

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