Can Ontario directors pass resolutions without holding an actual board meeting?

Yes. Under the Ontario Business Corporations Act, directors may pass a resolution without holding a formal meeting if all directors consent to the resolution in writing. These are commonly called written resolutions or consent resolutions, and they are an important tool for smaller corporations where convening a full board meeting for every decision is impractical.

A written resolution is effective when all directors have signed it — not merely a majority. This requirement to have every director sign is stricter than the majority-vote rule that applies at a board meeting where a quorum is present. A single director who refuses to sign can block a written resolution, even if all other directors support it. In that situation, a proper board meeting where a majority can vote to approve the matter is the alternative.

Written resolutions must be kept in the corporation's minute book as part of the corporate records. They carry the same legal effect as a resolution passed at a duly convened board meeting. For routine matters — approving financial statements, declaring dividends, authorizing signing authorities — written resolutions are a practical and commonly used approach. Directors should be aware that signing a consent resolution is a meaningful act carrying the same fiduciary and due diligence implications as a vote at a meeting; care should be taken to review the substance of what is being approved before signing.