Can directors sign a written resolution electronically?

Yes. Under the ONCA, a written resolution is valid when every director entitled to vote on it signs it, and the signatures can be electronic.

Does every director have to sign a written resolution?

Yes. A written resolution is valid only if all those entitled to vote on it sign it. If one director can't or won't sign, hold a vote at a meeting instead.

Can members pass a written resolution too?

Yes, if every member entitled to vote on it signs it.

Do directors or volunteers need a bSign account to sign?

No. They open the link from their email and sign on any phone or computer. Signers never pay.

Can Board Resolutions Be Signed Electronically?

The short answer

Yes. Under Ontario's Not-for-Profit Corporations Act, 2010 (ONCA), directors and members can pass a resolution by signing it instead of meeting, as long as everyone entitled to vote on it signs. The signatures can be physical or electronic. The ONCA has been in force since October 19, 2021. Check your by-laws as well, and if your organization is federally incorporated, the federal Act instead.

Written resolutions under the ONCA

Directors and members can vote by passing a resolution at a meeting, in person or electronic, or by signing a written resolution. A written resolution is valid only if all those entitled to vote on it sign it: one missing director means it hasn't passed. CLEO's Nonprofit Law Ontario adds that a resolution attached to an email must still be signed, physically or electronically, by all directors or members to be valid.

Written resolutions suit decisions between meetings: approving a contract, opening a bank account, appointing an officer.

Signing one electronically

Upload the resolution, or build it from a template your board reuses.
Add every director entitled to vote, and choose whether they sign all at once or in order.
Send. Each director signs from their own link on a phone or computer, without an account; reminders go to anyone who hasn't.
When the last director signs, everyone receives the sealed PDF with a certificate showing who signed and when. File it in your minute book with your meeting minutes.

You can see at a glance who hasn't signed yet, so the secretary doesn't have to keep a list.

Meeting electronically instead

The ONCA also allows board and member meetings by phone or video, where everyone attending can communicate with each other at the same time, for example by speaking and listening, or by live chat. Check what your by-laws say about electronic meetings and voting.

Waivers, volunteer agreements and consent forms

Ontario's Electronic Commerce Act, 2000 lets an electronic signature meet a legal requirement for a signature for most documents, so volunteer agreements, codes of conduct, waivers and registration forms can all be signed electronically. Whether a waiver protects you depends on what it says and how clearly it was presented, not on how it was signed; have a lawyer look at the wording. More on what the law allows.

Send a code of conduct to every volunteer at once from a spreadsheet: each person gets their own copy, and you can see who has signed. More on bSign for non-profits.

Sources

This guide is general information, not legal advice; for a particular document, ask a lawyer. Published 2026-10-04 by Binarium, the Ontario IT services company behind bSign.

Can board resolutions be signed electronically in Ontario?