Section 123 — Canada Business Corporations Act: Dissent

A director who is present at a meeting of directors or committee of directors is deemed to have consented to any resolution passed or action taken at the meeting unless the director requests a dissent to be entered in the minutes of the meeting, or the dissent has been entered in the minutes; the director sends a written dissent to the secretary of the meeting before the meeting is adjourned; or the director sends a dissent by registered mail or delivers it to the registered office of the corporation immediately after the meeting is adjourned. A director who votes for or consents to a resolution is not entitled to dissent under subsection (1). A director who was not present at a meeting at which a resolution was passed or action taken is deemed to have consented thereto unless within seven days after becoming aware of the resolution, the director aware or the resolution, the director causes a dissent to be placed with the minutes of the meeting; or sends a dissent by registered mail or delivers it to the registered office of the corporation. A director is not liable under section 118 or 119, and has complied with his or her duties under subsection 122(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 financial statements of the corporation represented to the director by an officer of the corporation or in a written report of the auditor of the corporation fairly to reflect the financial condition of the corporation; or a report of a person whose profession lends credibility to a statement made by the professional person. A director has complied with his or her duties under subsection 122(1) if the director relied in good faith on financial statements of the corporation represented to the director by an officer of the corporation or in a written report of the auditor of the corporation fairly to reflect the financial condition of the corporation; or a report of a person whose profession lends credibility to a statement made by the professional person.