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:
- You can prepare a separate form for each resolution or include more than one (as in the sample)
- 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
- Once signed by every director, consent resolutions are kept in the board minute book along with minutes of board meetings
- In order to be valid, a consent resolution must be signed by every director. There are no exceptions to this requirement
- 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
- The resolution is effective at the date and time of the final signature obtained