Board Resolution To Appoint Director for the United Kingdom

Board Resolution To Appoint Director Template for United States

A Board Resolution to Appoint Director is a formal document that records the decision of a corporation's Board of Directors to appoint a new director to the board. Under U.S. corporate law, this document serves as official evidence of the appointment and typically includes details about the appointee, the effective date, and any specific terms or conditions of the appointment. The resolution must comply with both federal and state-specific corporate governance requirements, particularly in the state where the corporation is incorporated.

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What is a Board Resolution To Appoint Director?

A Board Resolution To Appoint Director is a crucial corporate governance document used when a company needs to formally add a new member to its Board of Directors. This document is essential for maintaining proper corporate records and ensuring compliance with U.S. corporate law requirements. The resolution typically follows a vacancy on the board, an expansion of the board size, or a strategic decision to bring in new expertise. It must align with the company's bylaws, state corporation laws, and, for public companies, SEC regulations. The document includes the appointee's details, qualifications, any committee assignments, and the effective date of the appointment.

What sections should be included in a Board Resolution To Appoint Director?

1. Title and Date: Name of corporation and date of resolution

2. Recitals: Background information establishing the context and authority for the resolution

3. Resolution Statement: Formal declaration of the board's decision to appoint the director

4. Director Details: Full name and details of the appointed director

5. Effective Date: When the appointment takes effect

6. Certification: Secretary's certification of the resolution's adoption

What sections are optional to include in a Board Resolution To Appoint Director?

1. Committee Appointments: Used when the director is being appointed to specific committees

2. Term of Office: Used when appointment is for a specific term rather than until next election

3. Compensation: Used when director compensation terms need to be specified in the resolution

What schedules should be included in a Board Resolution To Appoint Director?

1. Director Consent Form: Written consent of the director to serve on the board

2. Director Qualification Statement: Documentation of director's qualifications and independence

3. D&O Questionnaire: Director and Officer questionnaire for compliance purposes

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
Industries

State Corporate Laws: Primary corporate legislation including Delaware General Corporation Law (if Delaware corporation) and state-specific corporation laws where the company is incorporated. Covers director qualifications and appointment procedures.

Federal Securities Laws: For publicly traded companies: Securities Exchange Act of 1934, Sarbanes-Oxley Act of 2002, and SEC regulations regarding director appointments and disclosures.

Company Governing Documents: Internal company documents including Articles of Incorporation/Certificate of Incorporation, Corporate Bylaws, Shareholders' agreements, and existing board resolutions and policies.

Stock Exchange Requirements: NYSE or NASDAQ listing requirements and corporate governance guidelines for publicly listed companies.

Corporate Governance Considerations: Requirements for board independence, committee composition, and conflicts of interest regulations.

Industry-Specific Regulations: Special requirements and qualifications for directors in regulated industries such as banking and insurance.

Compliance Requirements: Form 8-K filing requirements for public companies, state filing requirements, and Director & Officer (D&O) insurance requirements.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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