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MINUTES OF THE DIRECTOR'S MEETING

MINUTES OF A MEETING OF DIRECTORS of _________________________ (the "Corporation") held at _________________________ on this 6th day of August, 2025.

  1. The following director was present, constituting the entire board:
    _________________________

  2. The sole director of the Corporation being present, formal notice calling the meeting was dispensed with, and the meeting declared to be regularly called.
  3. UPON A MOTION DULY MADE, seconded and unanimously carried, _________________________ acted as Chairperson of the meeting and _________________________ as Secretary of the meeting.
  4. The following memorandum was then read and ordered to be inserted in these minutes: "I, the sole director of the Corporation consent to this meeting being held at the above time and place and do waive notice and publication of this meeting, and consent to the transaction of such business, as may have come before it, as testified by my signature below."

    ______________________________ (Signature)
    _________________________

  5. Minutes of the last regular meeting were read and, upon motion duly made, seconded and carried, were adopted as read.
  6. The Chairperson presented to the meeting and thereupon the following resolutions were offered, seconded and unanimously adopted.
  1. IT WAS RESOLVED THAT:
  2. There being no further business to come before the meeting, the meeting was adjourned.
  3. Dated in the Province of Alberta on the 6th day of August, 2025.



_______________________________ (Signature)

Secretary Name: _________________________



__________________________________ (Signature)

Director Name: _________________________

Last Updated July 28, 2025

What is a Directors' Resolution?

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A Directors’ Resolution, also known as a corporate resolution, is a document that records decisions made by a corporation’s board of directors. It can be used during a meeting or in lieu of a meeting. Directors’ Resolutions must follow any rules in the corporation’s Corporate Bylaws or Articles of Incorporation. 

Using LawDepot’s Directors’ Resolution template helps create a legal record of any official actions taken by a corporation’s directors. Resolutions are stored in a corporation’s Minute Book, along with other essential corporate documents

Why should boards use Directors' Resolutions?

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In Canada, boards should use Directors’ Resolutions to ensure their company is legally compliant and following good corporate governance. Under the Canada Business Corporations Act, corporations are legally required to record resolutions (i.e., decisions) and other meeting minutes in their Minute Book. 

In addition, Directors’ Resolutions enable boards to make decisions and manage their corporation even when they can’t have physical, formal meetings. We’ll explore this idea further in the next section.

When should boards use Directors' Resolutions?

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There are two ways Canadian corporations can use a Directors’ Resolution: to record a decision made at a directors meeting or pass a resolution without a meeting. Let’s break it down.

1. During a physical or remote meeting


Typically, a corporation’s board of directors holds meetings to govern the company. Corporations Canada states that board meetings can be held whenever and wherever the board wishes. Usually, any regulations around directors’ meetings will be outlined in the corporation’s Corporate Bylaws or Articles of Incorporation. 

If your board is holding a physical meeting, LawDepot’s template allows you to enter all relevant meeting details, including where and when the meeting will be held, who will run it (i.e., the chairperson of the board), and who will serve as the meeting’s secretary

Once the meeting has been completed and all necessary decisions have been approved, all present directors will sign the resolution, which makes the decisions official

Alternatively, during meetings, directors can record decisions (i.e., resolutions) directly in the Meeting Minutes. In this case, a director puts forward a “motion” that is put to a vote. If a sufficient number of directors vote in favour of the motion, then it passes as a resolution and is recorded in the minutes rather than a separate Directors’ Resolution document.

2. In lieu of a meeting

Sometimes, holding meetings can be difficult, especially if several directors live in different cities or have busy schedules. 

With LawDepot’s template, you can use a written Directors’ Resolution to document decisions in lieu of a physical meeting. Simply generate the resolution using our questionnaire and send it to each of the corporation’s directors. Once the document has been signed by all parties, the decision is officially made.

Using a Director’s Resolution can also be beneficial for smaller corporations with only one director. A singular director doesn’t hold meetings by themselves to pass resolutions. However, they still need to record their decisions to practice good corporate governance. Therefore, a Directors’ Resolution can be helpful.

What decisions can be made with Directors' Resolutions?

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Your board of directors can use our Directors’ Resolution template to record a variety of corporate decisions, including but not limited to:

Additionally, your board may choose to write their own resolution for other director-approved decisions, including:

How do I write a Directors' Resolution?

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When using our board resolution template, there are four main components you must include:

Component Description
Company details List all relevant details about the corporation, including where it’s incorporated, its name, and the names of the directors. 
Meeting details (if required)

If you are holding a directors’ meeting, include all information about when and where it will be held, who will run it, and who will act as the secretary. 

Additionally, if your meeting will not take place in person, state how it will be held (i.e., via video conference or phone).
Finally, state if the minutes from the last meeting will be adopted as read. 

Resolution details

Outline the decisions that the board of directors have made. 

Our template prompts you to specify whether your board needs to appoint officers, grant officers signing authority, or authorize loans. 

In addition, LawDepot’s template includes three pre-made resolutions that you can select from:

  • Entering into a contract
  • Purchasing a corporate asset
  • Selling a corporate asset

If your decision is not covered by the above options, you can include any additional resolutions.

Certification details

Finally, state if your resolution will be certified, meaning verified as correct and accurate by the corporation’s secretary and approved by the president. 

Directors’ Resolutions do not need to be notarized. 

What is the difference between a Directors' Resolution and a Shareholders' Resolution?

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Both Directors’ Resolutions and Shareholders’ Resolutions are used to record decisions. However, it is important to understand the difference between these two documents and who uses them.

Here are the key differences between Directors’ Resolutions and Shareholders’ Resolutions: 

Directors' Resolutions Shareholders' Resolution
Used by a company’s board of directors to record decisions.  Used by the company’s shareholders to record decisions. 
Documents day-to-day company decisions, including approving loans, entering into contracts, and more. Documents major corporate decisions, including appointing new directors, amending the corporation’s bylaws, amending the company’s Articles of Incorporation, and more.
Regulated by Part X of the Canada Business Corporations Act. Regulated by Part XII of the Canada Business Corporations Act

Do all directors need to sign a resolution?

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If a board of directors is using a written resolution in lieu of a meeting, then all directors must sign the resolution in order for the decisions to be official.

However, if your board of directors uses a Directors’ Resolution at an official meeting, the document may only need to be signed by the directors present at the meeting, or alternatively, the secretary and/or chairperson of the meeting. Ultimately, your Articles of Incorporation or Corporate Bylaws should dictate the specific requirements for signing, as well as quorum requirements, proxy voting rules, etc.

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