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Consent Minutes Template for Canada

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Key Requirements PROMPT example:

Consent Minutes

"I need Consent Minutes to document the board's approval of our new Chief Financial Officer appointment effective March 1, 2025, with all five board members consenting electronically."

Document background
Consent Minutes are utilized in Canadian corporate governance when formal decisions need to be made without convening a physical meeting of stakeholders. This document type is recognized under both federal and provincial corporate legislation as a valid alternative to in-person meetings, provided certain requirements are met. The minutes must clearly identify the corporation, document the decisions being made, and include signatures or acknowledgments from the required number of authorized parties. Consent Minutes are particularly useful for time-sensitive matters, geographically dispersed stakeholders, or routine corporate actions where gathering all parties physically would be impractical. They must be maintained as part of the corporate records and may need to be filed with regulatory authorities depending on the nature of the resolutions.
Suggested Sections

1. Corporation Details: Legal name of the corporation, jurisdiction of incorporation, and registered office address

2. Date and Time: Effective date and time of the consent resolutions

3. Participants: Identity and roles of those providing consent (directors, shareholders, etc.) and confirmation of their authority

4. Notice and Quorum: Statement confirming proper notice or waiver of notice, and confirmation of quorum requirements being met

5. Resolutions: Clear enumeration of the specific resolutions being approved by consent

6. Declaration of Approval: Formal statement that the resolutions have been approved by written consent

7. Certification: Secretary or appropriate officer's certification that the consent minutes are accurate

8. Signature Block: Space for signatures of all consenting parties with dates

Optional Sections

1. Recitals: Background information explaining the context and reason for the resolutions, used when additional context is needed

2. Corporate Seal: Space for affixing corporate seal, if required by corporate bylaws or practice

3. Delivery Instructions: Instructions for delivery or filing of the consent minutes, used when specific filing requirements exist

4. Counterparts Clause: Statement allowing execution in counterparts, used when participants will sign separately

5. Electronic Signature Statement: Provision authorizing electronic signatures, used when electronic execution is contemplated

Suggested Schedules

1. Schedule A - Supporting Documents: Copies of relevant documents referenced in the resolutions (e.g., contracts being approved)

2. Schedule B - Voting Details: Detailed breakdown of votes or consents if multiple share classes or complex voting rights exist

3. Schedule C - Secretary's Certificate: Separate certificate authenticating the resolutions and confirming corporate authority

4. Schedule D - Notice Documentation: Copies of notices sent or waivers received, if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions



















Clauses














Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Energy

Retail

Professional Services

Transportation

Construction

Mining

Agriculture

Non-Profit

Education

Telecommunications

Relevant Teams

Legal

Corporate Governance

Compliance

Executive Office

Board Secretariat

Administrative

Corporate Affairs

Risk Management

Regulatory Affairs

Relevant Roles

Corporate Secretary

General Counsel

Legal Director

Compliance Officer

Board Director

Chief Executive Officer

Chief Financial Officer

Corporate Governance Manager

Legal Counsel

Company Secretary

Board Chairman

Managing Director

Executive Director

Corporate Administrator

Governance Officer

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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