How do we use consent resolutions?

Dear CHF BC:

Thanks for your COVID-19 advice. Our Board is about to meet via video-conference. How do we do Consent Resolutions?


If your board is meeting by video-conference, there is no need for a consent resolution. Consent resolutions are only used where it is not possible to have a meeting, and a video-conference is a valid meeting as long as quorum is present and everyone can hear and respond to each other.

Here is a sample  form of consent resolution with examples of two resolutions that could be adopted by a board. You can also download a MS Word version for easy editing.

Some things to note about the form of resolution:

  1. You can prepare a separate form for each resolution or include more than one (as in the sample)
  2. Consent resolutions are only to be used in place of meetings. Where a valid meeting of any kind is held and a resolution is adopted by the required majority, you should produce regular minutes of that meeting rather than use a consent resolution
  3. Once signed by every director, consent resolutions are kept in the board minute book along with minutes of board meetings
  4. In order to be valid, a consent resolution must be signed by every director. There are no exceptions to this requirement
  5. Consent resolutions can be signed in counterpart, i.e. a separate (but identical) copy can be signed by individual directors, as long as signatures are obtained from every director
  6. The resolution is effective at the date and time of the final signature obtained