(1) Subject to the by-laws, where all the directors consent, a meeting of directors or of a committee may be held by means of—
(a) a telephone system; or
(b) a communication facility other than a telephone, that permits all persons participating in the meeting to hear and speak to each other, and a person so participating is deemed to be present at that meeting.
(2) Unless this Act, the regulations or the by-laws require a meeting, a resolution of the directors may be passed without a meeting where—
(a) all the directors consent to the resolution in writing; and
(b) the consent is filed with the minutes of the proceedings of the directors.