Common use of Dissent Clause in Contracts

Dissent. A director who is present at a meeting of the board or a committee of the board is deemed to have consented to any resolution passed at the meeting unless: a) the director’s dissent has been entered in the minutes; b) the director sends a written dissent to the secretary of the meeting before the meeting is adjourned; or c) the director delivers a written dissent to the chair of the board, sends it to the chair by any means providing proof of the date of receipt or delivers it to the head office of the Corporation immediately after the meeting is adjourned. A director is not entitled to dissent after voting for or consenting to a resolution. A director who was not present at a meeting at which a resolution was passed is deemed to have consented to the resolution unless he delivers a written dissent to the chair of the board, sends it to the chair of the board by any means providing proof of the date of receipt or delivers it to the head office of the Corporation within seven days after becoming aware of the resolution.