Directors' Resolution to Appoint Directors and/or Acknowledge Resignation of Directors

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What is it?

A Directors' Resolution to Appoint Directors and/or Acknowledge Resignation of Directors is a resolution passed by the directors of a company to acknowledge and accept a resignation of a director and to appoint a new director in his or her place.

The directors’ resolution can be passed at a directors’ board meeting or by way of a written resolution.

Why do you need it?

Generally, it is the shareholders of a company that have the authority to appoint directors. However, when a director resigns before the conclusion of his or her term of office, the board of directors may appoint a replacement director.

If you choose to have a meeting of the board of directors to pass this resolution, it is necessary to record the minutes of this meeting. You will therefore need a Board Minutes to Appoint Directors and/or Acknowledge Resignation of Directors. Alternatively, the board resolution can be passed by way of a written resolution using a Board Resolution to Appoint Directors and/or Acknowledge Resignation of Directors.

Key clauses to watch for:

When drafting a Directors' Resolution to Appoint Directors and/or Acknowledge Resignation of Directors, it is important to focus on a number of key clauses, in particular:

  • 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.

Directors' Resolution to Appoint Directors and/or Acknowledge Resignation of Directors Document