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Consent to Action Without Meeting

Officer Appointment

Officer Appointment

Your Consent to Action Without Meeting

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MINUTES OF A MEETING OF DIRECTORS of _________________________ (the "Corporation") held at _________________________ on this 29th day of September, 2023.

  1. The following member 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.
  2. There being no further business to come before the meeting, the meeting was adjourned.
  3. Dated in the Province of Alberta on the 29th day of September, 2023.

_______________________________ (Signature)

Secretary Name: _________________________

__________________________________ (Signature)

Director Name: _________________________

Last Updated December 8, 2022

What is a Directors' Resolution?

The board of directors in a corporation is responsible for making significant business decisions. As such, it's important to use a Directors' Resolution to record any of their decisions and actions

You can use LawDepot's Directors' Resolution with or without a formal meeting of directors.

This document is also known as a:

  • Board Resolution
  • Board of Directors' Resolution
  • Corporate Directors' Resolution
  • Minutes of the Directors' Meeting

Who are the parties in a Directors' Resolution?

Generally, a Directors' Resolution involves the following parties:

  • The directors: The elected or appointed shareholder representatives. Together, they oversee the company's operations. 
  • The shareholders: The people who invest and own shares in the company. 
  • A chairperson: A director, elected by the board, who sets the agenda and leads the meeting.
  • A secretary: An advisor to the board of directors that coordinates meetings and records meeting minutes.
  • The officers: Appointed positions such as the president, CEO, treasurer, etc.

What decisions can be made in a Directors' Resolution?

Some of the decisions that can be recorded in a Directors' Resolution are:

  • Appointing an officer
  • Authorizing a loan
  • Entering into a contract
  • Purchasing a corporate asset
  • Selling a corporate asset

You can also add a custom resolution, although most people don't need to. If needed, LawDepot's Directors' Resolution template includes guidelines for writing your own resolution.

Do all directors need to sign the board resolution?

Typically, all the directors sign a resolution if a formal meeting takes place (whether in person or through technology). 

If a formal meeting doesn't happen, then generally only one director signs the resolution.

Related Documents:

Frequently Asked Questions:

Directors' Resolution FAQ
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