Proposed written resolution – appointment of a director by the board

What is a proposed written resolution to appoint a director by the board, and when should you use it?

The appointment of directors is governed largely by the Companies Act and the company’s constitution.

The company constitution (or articles) generally allows for the appointment of a director either by a board resolution or by an ordinary resolution of the shareholders.

Decisions of directors must be taken either by a majority at a meeting or unanimously in the form of a directors’ written resolution.

This template proposed written resolution allows for the appointment of a director by the board where the company constitution allows for it.

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.

This Directors’ Written Resolution records the approval of the Board of Directors to the appointment of a director and to the company’s entry into specific documents and to authorise the execution of those documents by the named directors/company secretary.

This template can be adapted as required for other approvals.

If the appointment of a director requires an ordinary resolution by the members (shareholders) of the company in writing, then you should use our proposed ordinary written shareholder resolution template