Directors’ Written Resolution – Appointment of Directors

Most private company articles will allow for new directors to be appointed by way of a board resolution. This will usually be more straight forward than passing an ordinary resolution of the shareholders. This approval can either be sought at a routine board meeting or alternatively via a written directors’ resolution sent to and signed by each of the existing directors.

This is particularly useful if a board decision is required, and the board has not got the time to call a meeting or directors are unavailable to attend a board meeting. The model articles require a directors’ written resolution to be approved unanimously. Therefore, the resolution will need to be circulated to all directors and the company should retain signed resolutions from all directors showing their unanimous agreement to the new appointment.

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