Yes, in several situations. Directors can make a decision by means of a written resolution rather than holding a board meeting, when the conditions stipulated by law are met.
This mechanism is particularly useful in SMEs when a decision needs to be made without convening a meeting. The resolution outlines the decision adopted by the board and is signed by all directors, in accordance with the requirements of applicable law.
The requirements may vary depending on whether the company is incorporated in Quebec or under federal law. It is therefore important to verify the applicable rules, particularly regarding the required consent of the directors.
A validly adopted written resolution generally takes the place of a board meeting and has the same value as a decision taken at a meeting.
The written resolution should be kept in the company's minutes book so that the decision is properly documented.
In summary , the board of directors can make certain decisions without holding a meeting by using a written resolution that complies with legal requirements. This method simplifies decision-making while maintaining proper corporate documentation.