Acts and Regulations

B-9.1 - Business Corporations Act

Section 80
Disposition versions

Full text
Dissent by directors
80(1)A director who is present at a meeting of directors or committee of directors shall be deemed to have consented to any resolution passed or action taken thereat unless
(a) he requests that his dissent be or his dissent is entered in the minutes of the meeting;
(b) he sends his written dissent to the secretary of the meeting before the meeting is adjourned; or
(c) he sends his dissent by registered mail or delivers it to the registered office of the corporation immediately after the meeting is adjourned.
80(2)A director who votes for or consents to a resolution is not entitled to dissent under subsection (1).
80(3)A director is not liable under section 76, and has complied with their duties under subsection 79(2), if the director exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on
(a) financial statements of the corporation represented to the director by an officer of the corporation or a written report of the auditor of the corporation that fairly reflects the financial condition of the corporation,
(b) a report or advice of an officer or employee of the corporation, when it is reasonable in the circumstances to rely on the report or advice, or
(c) a report of a lawyer, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by the professional person.
80(4)A director has complied with their duties under subsection 79(1) if the director relied in good faith on
(a) financial statements of the corporation represented to the director by an officer of the corporation or a written report of the auditor of the corporation that fairly reflects the financial condition of the corporation,
(b) a report or advice of an officer or employee of the corporation, when it is reasonable in the circumstances to rely on the report or advice, or
(c) a report of a lawyer, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by the professional person.
1983, c.15, s.14; 2023, c.2, s.58; 2023, c.2, s.155
Dissent by directors
80(1)A director who is present at a meeting of directors or committee of directors shall be deemed to have consented to any resolution passed or action taken thereat unless
(a) he requests that his dissent be or his dissent is entered in the minutes of the meeting;
(b) he sends his written dissent to the secretary of the meeting before the meeting is adjourned; or
(c) he sends his dissent by registered mail or delivers it to the registered office of the corporation immediately after the meeting is adjourned.
80(2)A director who votes for or consents to a resolution is not entitled to dissent under subsection (1).
80(3)A director is not liable under section 76 or 79 if he reasonably relies in good faith upon
(a) financial statements of the corporation represented to him by an officer of the corporation or in a written report of the auditor, if any, of the corporation fairly to reflect the financial condition of the corporation; or
(b) a report of a lawyer, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by him.
1983, c.15, s.14
Dissent by directors
80(1)A director who is present at a meeting of directors or committee of directors shall be deemed to have consented to any resolution passed or action taken thereat unless
(a) he requests that his dissent be or his dissent is entered in the minutes of the meeting;
(b) he sends his written dissent to the secretary of the meeting before the meeting is adjourned; or
(c) he sends his dissent by registered mail or delivers it to the registered office of the corporation immediately after the meeting is adjourned.
80(2)A director who votes for or consents to a resolution is not entitled to dissent under subsection (1).
80(3)A director is not liable under section 76 or 79 if he reasonably relies in good faith upon
(a) financial statements of the corporation represented to him by an officer of the corporation or in a written report of the auditor, if any, of the corporation fairly to reflect the financial condition of the corporation; or
(b) a report of a lawyer, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by him.
1983, c.15, s.14