Board of Directors Meetings

Board of Directors Meetings


What is a Board of Directors Meeting?

There are two types of board of directors' meetings: (a) regular - these meetings take place at a fixed date as provided for in the By-Laws; and (b) special - this comprises all other meetings of the board of directors.

As is the case with shareholders' meetings, directors must be notified of every meeting of the board of directors, subject to a few exceptions. In most cases, the By-Laws stipulate that notice must be given by the corporation's secretary upon instruction by the president, vice-president or any number of directors. The meeting can be validly held without notice if either all the directors are present or a director waives the notice requirement in writing. The notice does not have to specify which matters are to be discussed during the meeting, unless there are provisions to the contrary in the By-Laws.

Annual Meetings

The board of directors typically meets at least twice a year, before and after the annual shareholders' meeting. At the first meeting, the directors study the reports to be given to the shareholders and they adopt the balance sheet that they will present to the shareholders. At this meeting, a resolution is adopted which authorizes the directors to sign the balance sheet on behalf of the board. The directors then convene the annual shareholders' meeting.

The subsequent meeting usually takes place immediately after the closing of the shareholders' meeting. The newly elected or re-elected directors meet to elect the officers for the coming year and if the shareholders decide not to elect an auditor, an accountant is appointed by the board.

Special Meetings

A meeting of the board of directors can also take place anytime during the year. They can be held for a number of reasons which include:

  1. the purchase, sale or lease of the corporation's property;
  2. the purchase or repurchase of shares of the corporation;
  3. to declare and pay a dividend;
  4. to fill a vacancy in the board of directors;
  5. to elect, remove or replace an officer;
  6. to institute legal proceedings in the corporation's name; or
  7. to adopt banking resolutions.


To learn more or to perform some compliance check out our site: https://www.corpcentre.ca/compliance-centre/ 


    • Related Articles

    • Shareholders' Meetings of a corporation

      What are Shareholders' Meetings? There are two types of shareholders' meetings: (a) the annual shareholders' meeting; and (b) the special meeting. Annual Shareholders' Meetings Legislation typically requires that a shareholders' meeting take place on ...

    • Annual returns and meetings of a corporation

      What are annual returns and meetings? Corporations are also required to file annual corporate returns (not to be confused with tax returns) confirming that the information on the government registry is up to date. If updates weren't filed when the ...

    • How many Directors must a Corporation have

      How many Directors must a Corporation have? Every corporation must have at least one (1) director. There is no fixed maximum as to the number of directors that a private corporation must have at any given time. Nevertheless, the number of directors ...

    • What are directors' duties and responsibilities

      What are directors' duties and responsibilities? A director must, in the performance of his/her duties, satisfy all the obligations imposed upon him/her by law as well as the corporation's Articles of Incorporation and By-Laws, and he/she must act ...

    • How are Directors Removed from the Board of Directors

      How are Directors Removed from the Board of Directors? As a general rule, shareholders have the exclusive right to remove a director. Unless there is a provision to the contrary in the Articles of Incorporation, shareholders can remove a director by ...