Meetings of Non-Profit Directors (Societies Act FAQs)

This information applies to British Columbia, Canada. Last reviewed for legal accuracy by Pacific Legal Education and Outreach Society (PLEO) in January 2024.

What is a consent resolution?

A consent resolution of directors is a directors’ resolution that is passed without having a meeting of directors. To pass a consent resolution, a copy of the resolution must first be sent to all directors. The default requirement from the Societies Act is for all the directors to agree. However, this can be reduced to a lesser number through the bylaws. The consent must be given in writing or as provided for by the bylaws.

Do the directors of a non-profit have the ability to make and pass motions that would ultimately change the purpose of the non-profit once they are acted upon? Or, would these types of motions need to go to an AGM or special general meeting for all of the non-profit members to vote on?

Under s. 15 of the Societies Act, to change the purposes of a non-profit the members of the non-profit would need to pass a special resolution at a general meeting of the members whether that is an AGM or special general meeting.

One of the duties of a director is that they must exercise their powers and duties in accordance with the purposes of the non-profit (s. 53(3) of the Societies Act).

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