I don't think the parole evidence rule has any application.

The parol evidence rule operates as an implied "entire agreement" clause. When contracting parties reduce their agreement to a single written document they intend that to be their entire agreement, replacing whatever had been agreed before. So, it does no good to adduce evidence of terms agreed before the contract was reduced to a single document: the parties intended those to be replaced by only those terms in the final document.

So, the "parol evidence" rule is not a rule of evidence, but of construction of what has been (implicitly) agreed by reduction down to a single document. It also excludes prior written terms (eg terms agreed in earlier emails) and so there is nothing "parol" about it. Other than that "the parole evidence rule" is a great label. What the parol evidence rule does not do is prevent a party from leading evidence as to the context in interpreting the meaning of the words in the actual agreement that there is.

The parol evidence rule has no application to, say, wills because the only valid testamentary dispositions there can be are those found in a valid will. Evidence of subjective inentions of the testator to dispose of the estate in some other way is just irrelevant as not constitutive of what a will is. So, we have no need to appeal to the parol evidence rule. The testamentary dispositions are determined by the terms of the will, not by whatever was subjectively intended by the testator.

The same is true of a shareholder resolution. The meaning of the shareholder resolution is determined by the words in the resolution. There is no earlier or anterior or separate informal but valid resolution that it replaces which we are now prevented from relying upon. But, just as with words inside or outside the law, the meaning of those in the resolution are determined by their context.

In *contract law* we have a special rule of interpretation in England that prior contractual negotiations are excluded from the context the court may look at (Chartbrook v Persimmon), but that rule is considered anomalous, and Hoffmann although accepting it said he wouldn't introduce it starting now. is that traditional rule still alive in Canada? In interpreting legislation we have the opposite rule, the proceedings of parliament are admissible in determining the meaning of statutory words (Pepper v Hart in England, but allowed by statute elsewhere - again I don't know the Canadian rule). 

If the Pepper v Hart approach is preferred, it needs to be stressed that we are *not* admitting such evidence to ascertain what the parties (here the shareholders) subjectively intended. That is irrelevant: the meaning of the resolution is determined objectively, they are bound by what they have done not by what they subjectively intended to do. But, as with all context, the objective meaning of the words may be influenced by the surrounding facts, including the prior discussions. it is for this reason that Pepper v Hart has made so little difference in the UK (the discussions in Parliament may show what a minister thought, but they're rarely enough to change the meaning of words as objectively understood).

In the example of the directors wanting to do something clearly not included in the resolution, they can't, regardless of the approach to interpretation one adopts.