Definition : Director - Dissent

An action intended to express a disagreement or a difference of opinion with respect to a decision made by the board of directors. When recorded in the minutes of the proceedings or its equivalent, the dissent once voiced by a director has the effect of exculpating a director from any liability that may arise from a decision of the board of directors.

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It is possible to make a decision without having a meeting. Article 354 of the Civil Code of Québec recognizes the value of a written resolution: "Resolutions in writing signed by all the persons qualified to vote at a meeting are as valid as if passed at a meeting of the board of directors, at a general meeting or at a meeting of any other organ”. Co-owners and directors may make a decision by the means of a resolution in writing, without any general meeting of the board of directors or meeting of co-owners being held as such. This mechanism is provided by law, when it is not essential for a meeting or a general meeting to be convened, since the salient points of the subject to be discussed have already been dealt with, to everyone’s satisfaction. This is to avoid cumbersome formalism, although written resolutions should be used with caution and parsimony.
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The decisions made by the directors must be noted and recorded in the minutes. These are is an essential co-ownership document, because it ensures the written preservation of the board of directors’ deliberations, and of the results of each vote, so that any co-owner and director can refer to them over time. It also allows to verify if the meeting of the Board of Directors was conducted within the rules. Given its importance, this document must respect a certain form.
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The civil liability of a director for the tasks incumbent upon him is largely unrecognised. It should be noted that failure to act with prudence, diligence, honesty and loyalty in the performance of his duties may engage his personal liability. A director must always keep in mind the interest of the co-owners' community. Thousands of Quebecers who sit on an annual basis on a Board of Directors, such as yourself perhaps, are unaware of this reality.
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