Proposed written ordinary resolution – appointment of a director by the shareholders

What is a proposed written ordinary resolution for the appointment of a director by the shareholders, and when should you use it?

This Shareholders’ Written Resolution provides a template by which a single ordinary resolution for the appointment of a director may be passed using the written resolution procedure under the Companies Act 2014.

The majority of resolutions passed by private companies will be via the written resolution procedure.

This avoids the need for calling a meeting.

However, note that the written resolution procedure may not be used to remove a director or an auditor before his term of office has expired.

A written resolution may be proposed by either the directors or the members.

In practice, given that directors will run and manage the company, most written resolutions will be proposed by the directors.

However, there may be situations where members will propose a resolution.

This will usually be if the members wish to force something through against the directors’ wishes.

This template resolution is proposed by the directors.

A written resolution is passed by the eligible members of the company indicating their agreement to it on a signed document which indicates the resolution to which they are agreeing.

For an ordinary resolution:

Over 50% of the eligible members of the company must agree to an ordinary resolution before it can be passed.

For a special resolution:

At least 75% of the eligible members of the company must agree to a special resolution before it can be passed.

The proposed resolution must be circulated to all eligible shareholders, which may be done electronically and state how the members must signify their agreement to the resolution.

A proposed resolution will lapse if it is not passed before the end of the period specified in the company’s constitution or if none is specified, 21 days after the circulation date.

If the Board are appointing a director then you should use our template proposed written resolution – appointment of a director by the board.