126 (1) Unless the articles or by-laws provide otherwise, the directors may meet at any place. 2017, c. 2, Sched. 12, s. 1 (6). (2) Repealed: 2017, c. 2, Sched. 12, s. 1 (6). Quorum (3) Subject to the articles or by-laws and subsection (4), a majority of the number of directors or minimum number of directors required by the articles constitutes a quorum at any meeting of directors. R.S.O. 1990, c. B.16, s. 126 (3); 2017, c. 2, Sched. 12, s. 1 (7). Idem (4) Where a corporation has fewer than three directors, all directors must be present at any meeting of directors to constitute a quorum.  R.S.O. 1990, c. B.16, s. 126 (4). Idem (5) Subject to the articles or by-laws, where there is a vacancy or vacancies in the board of directors, the remaining directors may exercise all the powers of the board so long as a quorum of the board remains in office.  R.S.O. 1990, c. B.16, s. 126 (5). (6), (7) Repealed:  2006, c. 34, Sched. B, s. 20. Calling meeting of directors (8) In addition to any other provision in the articles or by-laws of a corporation for calling meetings of directors, a quorum of the directors may, at any time, call a meeting of the directors for the transaction of any business the general nature of which is specified in the notice calling the meeting.  R.S.O. 1990, c. B.16, s. 126 (8). Notice (9) In the absence of any other provision in that behalf in the by-laws of the corporation, notice of the time and place for the holding of the meeting called under subsection (8) shall be given to every director of the corporation by sending the notice ten days or more before the date of the meeting to each director’s latest address as shown on the records of the corporation.  R.S.O. 1990, c. B.16, s. 126 (9). When notice is not required to specify place of meeting (9.1) Despite subsection (9) and any other provision in the articles or by-laws of a corporation, a notice of a meeting of directors is not required to specify a place of the meeting if the meeting is to be held entirely by one or more telephonic or electronic means. 2023, c. 9, Sched. 4, s. 10 (1). Instructions re attending meeting by telephonic, etc. means (9.2) If the directors may attend a meeting by telephonic or electronic means, the notice of the meeting must include instructions for attending and participating in the meeting by the telephonic or electronic means that will be made available for the meeting, including, if applicable, instructions for voting by such means at the meeting. 2023, c. 9, Sched. 4, s. 10 (1). Waiver of notice (10) A director may in any manner and at any time waive a notice of a meeting of directors and attendance of a director at a meeting of directors is a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.  R.S.O. 1990, c. B.16, s. 126 (10). Adjourned meeting (11) Notice of an adjourned meeting of directors is not required to be given if all of the following are announced at the time of an adjournment: 1.  The time of the continued meeting. 2.  If applicable, the place of the continued meeting. 3.  If applicable, instructions for attending and participating in the continued meeting by the telephonic or electronic means that will be made available for the meeting, including, if applicable, instructions for voting by such means at the meeting. 2023, c. 9, Sched. 4, s. 10 (2). Where one director (12) Where a corporation has only one director, that director may constitute a meeting.  R.S.O. 1990, c. B.16, s. 126 (12). Meeting by telephonic or electronic means (13) Subject to the articles or by-laws and subsection (15), a meeting of directors may be held entirely by one or more telephonic or electronic means or by any combination of in-person attendance and by one or more telephonic or electronic means. 2023, c. 9, Sched. 4, s. 10 (3). Same, articles, etc. (14) In addition to any other matters that the articles or by-laws may provide for with respect to the holding of meetings of directors in accordance with subsection (13), the articles or by-laws may, (a)  limit the manner or manners by which a meeting of directors may be held in accordance with subsection (13); and (b)  specify requirements that apply with respect to the holding of a meeting of directors in a manner described in subsection (13) or in such manner as described by the articles or by-laws made under clause (a). 2023, c. 9, Sched. 4, s. 10 (3). Same, ability to communicate at meeting (15) A meeting of directors held in any manner described in subsection (13) or in such manner as described by the articles or by-laws made under subsection (14) must provide that all persons attending the meeting are able to communicate with each other simultaneously and instantaneously. 2023, c. 9, Sched. 4, s. 10 (3). Same, persons deemed present at meeting (16) A person who, through telephonic or electronic means, attends a meeting of directors is deemed for the purposes of this Act to be present in person at the meeting. 2023, c. 9, Sched. 4, s. 10 (3). Transition (17) For clarity, this section, as it read immediately before the day subsection 10 (3) of Schedule 4 to the Less Red Tape, Stronger Economy Act, 2023 comes into force, continues to apply to a notice that was given before that day in respect of a meeting of directors to be held on or after that day. 2023, c. 9, Sched. 4, s. 10 (3). (14) Repealed: 2017, c. 2, Sched. 12, s. 1 (8). Section Amendments with date in force (d/m/y) 2006, c. 34, Sched. B, s. 20 - 01/08/2007 2017, c. 2, Sched. 12, s. 1 (6-8) - 22/03/2018 2023, c. 9, Sched. 4, s. 10 (1-3) - 01/10/2023