Overview of an Appoint or Remove Directors

What is an Appoint or Remove Directors?

A Directors’ Resolution to Appoint Director(s) and/or Acknowledge Resignation of Director(s) is a resolution passed by the directors of a company to appoint a new director, typically to fill a casual vacancy on the board.

Generally, a new director must be appointed by the shareholders of a company. A new director may be appointed by the board of directors using a Directors’ Resolution to Appoint Director(s) and/or Acknowledge Resignation of Director(s), subject to re-appointment by shareholders at the next general meeting.

Important note: Typically, Articles of Association of a company would provide that a director appointed by the board must retire by the next general meeting but may stand for re-appointment by shareholders at the next general meeting. Please check the requirements of the Articles of Association of the company before using this document.

There are two options when using a Directors’ Resolution to Appoint Director(s) and/or Acknowledge Resignation of Director(s):

  • if a meeting of the board of directors is convened to pass this resolution, use a Board Minutes to Appoint Director(s) and/or Acknowledge Resignation of Director(s); or
  • if the board resolution will be passed by way of a written resolution, use a Board Resolution to Appoint Director(s) and/or Acknowledge Resignation of Director(s).

Key points included

  • Details of the company;
  • Details of the meeting (if using Board Minutes);
  • Date of passing the resolution;
  • Whether the board is accepting the resignation of a current director or directors;
  • Availability of the director’s letter of resignation; and
  • Whether the board is appointing replacement directors and, if so, who the directors are.

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