Directors’ Resolution to Appoint Director(s) and/or Acknowledge Resignation of Director(s)

What is a Directors’ Resolution to Appoint Director(s) and/or Acknowledge Resignation of Director(s)?

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.