8,391
edits
Changes
→Directors' meetings
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| <strong>Proceedings of directors</strong>
| Directors may pass directors’ directors' resolution without a meeting if all directors consent in writing.| Bylaws can provide for a written consent resolution to be passed by a fewer number of directors or “in "in any other manner”manner".
| New model bylaws are silent. Old Schedule B model bylaws require all directors to sign written consent resolution. Consider whether to take advantage of flexibility in new Act to have a fewer number of directors pass a written consent resolution.
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| <strong>Borrowing of funds</strong>
| Society may borrow funds at director’s director's discretion. (Under old Act, issuing a debenture on borrowing funds required a special resolution of members.)| Bylaws may limit directors’ directors' ability to borrow funds - e.g., by requiring an ordinary or special resolution of members before borrowing can occur.
| Old Schedule B model bylaws require a special resolution of members to issue a debenture (effectively curtailing the increased flexibility provided under new Act).
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| <strong>Investment of funds</strong>
| Society may invest its funds in any prudent investment.
| Bylaws may expand or limit society’s society's power to invest - e.g., by expanding the permissible types of investment to include more risky ones.
| New model bylaws and old Schedule B model bylaws are both silent on investment of funds.
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