104 (1) Except where a written statement is submitted by a director under subsection 123 (2) or where representations in writing are submitted by an auditor under subsection 149 (6), (a)  a resolution in writing signed by all the shareholders or their attorney authorized in writing entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders; (b)  a resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of shareholders, and signed by all the shareholders or their attorney authorized in writing entitled to vote at that meeting, satisfies all the requirements of this Act relating to that meeting of shareholders; and (c)  in the case of a corporation that is not an offering corporation, (i)  a resolution in writing signed by the holders of at least a majority of the shares or their attorney authorized in writing entitled to vote on that resolution at a meeting of the shareholders is as valid as if it had been passed by ordinary resolution at a meeting of the shareholders, and (ii)  a resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of shareholders where all business to be transacted at the meeting is to be passed by an ordinary resolution, and signed by the holders of at least a majority of the shares or their attorney authorized in writing entitled to vote on that resolution at a meeting of the shareholders, satisfies all the requirements of this Act relating to that meeting of shareholders. R.S.O. 1990, c. B.16, s. 104 (1); 2000, c. 26, Sched. B, s. 3 (5, 6); 2020, c. 34, Sched. 1, s. 3 (1). Copy of resolution kept with minutes (2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the meetings of shareholders.  R.S.O. 1990, c. B.16, s. 104 (2). Notice to shareholders (3) Within 10 business days after a resolution referred to in clause (1) (c) is signed by the holders of at least a majority of the shares or their attorney authorized in writing entitled to vote on that resolution at a meeting of the shareholders, the corporation shall give written notice of the resolution to the shareholders entitled to vote on the resolution who did not sign it. 2020, c. 34, Sched. 1, s. 3 (2). Same (4) Notice under subsection (3) shall include, (a)  the text of the resolution; and (b)  a statement that contains a description of and the reasons for the business dealt with by the resolution. 2020, c. 34, Sched. 1, s. 3 (2). Where articles, etc. require greater number of votes (5) If the articles or a unanimous shareholder agreement requiring a greater number of votes of shareholders to pass an ordinary resolution prevail over the number required by this Act by reason of subsection 5 (4), the following rules apply: 1.  For the purposes of subclause (1) (c) (i), the number specified in the articles or the unanimous shareholder agreement is the minimum number of shareholders or their attorney authorized in writing that are required to sign the resolution. 2.  For the purpose of subclause (1) (c) (ii), the resolution referred to in that subclause must be signed by at least the number of shareholders or their attorney authorized in writing specified in the articles or the unanimous shareholder agreement. 2020, c. 34, Sched. 1, s. 3 (2). Section Amendments with date in force (d/m/y) 2000, c. 26, Sched. B, s. 3 (5, 6) - 06/12/2000 2020, c. 34, Sched. 1, s. 3 (1, 2) - 05/07/2021