Subject to a unanimous resolution of the shareholders, the board of directors exercises all powers necessary to manage the company’s activities and internal affairs or to oversee their management.
In both Canada and Quebec, decisions by the directors are made through resolutions adopted at meetings of the board of directors, hence the importance of convening them in accordance with the bylaws; however, directors may waive the notice convening a board meeting, and their attendance at said meeting constitutes such a waiver, except when they attend specifically to object to the proceedings on the grounds that the meeting was not duly convened.
However, a written resolution signed by all directors entitled to vote on that resolution has the same effect as if it had been adopted during a meeting of the or, where applicable, at a meeting of a committee of the board of directors; a copy of this resolution shall be kept with the minutes of the meetings of the board of directors or of a committee of the board, as the case may be.