Ordinary Resolution – appointment of a director by shareholders in general meeting

What is an ordinary resolution for the appointment of a director by shareholders in a general meeting, and when should you use it?

The appointment of directors is covered by section 144 of the Companies Act and will usually be covered by the company’s constitution which must always be consulted prior to any appointment.

Directors can be appointed either by a resolution of the board of directors, where the company’s constitution allows for it, or alternatively by an ordinary resolution of the shareholders.

This Shareholders’ Ordinary Resolution – Appointment of Director can be used to record a resolution approved in a general meeting of the shareholders where one or more directors are appointed.

Note that a person must consent to be appointed as a director before the appointment takes effect.

Our Directors’ Consent to Act template can be used to confirm the proposed director’s consent.

Shareholders’ Ordinary Resolutions require the votes of over 50% of members present in person or by proxy, who are entitled to vote and do vote at the meeting.

If passing a resolution at a General Meeting, i.e. an AGM or EGM, it is important that the relevant notice periods are complied with as follows:

• AGMs require 21 clear days’ notice.
• EGMs require 21 clear days’ notice if passing a Special Resolution – alternatively, 7 days’ notice is sufficient for an Ordinary Resolution.

A shorter period can be set if agreed by all the members entitled to vote.

Alternatively, the written resolution procedure can be used, and the resolution will be passed if approved by shareholders representing not less than 50% of the total voting rights of the shareholders entitled to vote on the written resolution on the day it is circulated.

This document sets out the required wording of the ordinary resolution passed at a general meeting.

If it is to be passed as a written resolution, you should use our shareholders’ written ordinary resolution.