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Appointing A Director By Ordinary Resolution

Appointing A Director By Ordinary Resolution Template for New Zealand

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Key Requirements PROMPT example:

Appointing A Director By Ordinary Resolution

"I need an Appointing A Director By Ordinary Resolution document for our New Zealand tech startup to appoint Sarah Chen as our new director, effective March 1, 2025, with specific provisions for her role in overseeing our upcoming IPO preparations."

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Document background
The Appointing A Director By Ordinary Resolution document is a crucial corporate governance instrument used in New Zealand when shareholders wish to appoint a new director to the company's board. This document type is mandated by the Companies Act 1993 and requires approval by a simple majority (more than 50%) of eligible voting shareholders. It is typically used for routine director appointments in private and public companies, ensuring proper corporate governance and regulatory compliance. The document must include specific details about the appointee, confirmation of their eligibility and consent, and formal recording of the shareholder vote. It serves as official evidence of the appointment and must be filed with the Companies Office within the required timeframe.
Suggested Sections

1. Company Details: Full legal name of the company, company number, and registered office address

2. Date of Resolution: The date on which the resolution is passed

3. Type of Resolution: Specification that this is an ordinary resolution of shareholders

4. Resolution Text: The formal text of the resolution appointing the named person as director

5. Appointment Details: Specific details of the appointment including start date and any term limits

6. Confirmation of Eligibility: Statement confirming the proposed director meets all eligibility requirements under the Companies Act 1993

7. Shareholder Approval: Section for recording the votes and confirmation that the resolution passed by simple majority

Optional Sections

1. Special Conditions: Any special conditions attached to the appointment, used when specific requirements or restrictions apply

2. Replacement Details: Details of the director being replaced, if applicable

3. Committee Appointments: Any immediate board committee appointments, if applicable

4. Remuneration: Details of director's fees and remuneration, if being set as part of the appointment

5. Additional Roles: Any additional roles or responsibilities being assigned, such as board chair or committee chair

Suggested Schedules

1. Director's Consent: Signed consent form from the appointed director as required by Section 152 of the Companies Act 1993

2. Director's Details: Full details of the director including full name, residential address, date of birth, and other required personal information

3. Qualification Certificate: Certificate confirming the director meets all qualification requirements under the Companies Act 1993

4. Voting Record: Detailed record of the shareholder votes cast for the resolution

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Healthcare

Professional Services

Real Estate

Energy

Transportation

Agriculture

Mining

Education

Telecommunications

Construction

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Board Secretariat

Compliance

Human Resources

Risk Management

Corporate Affairs

Shareholder Relations

Executive Office

Administration

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Board Secretary

Corporate Governance Manager

Director of Legal Affairs

Chief Legal Officer

HR Director

Chief Financial Officer

Risk Manager

Company Director

Board Chairman

Shareholder Relations Manager

Industries
Companies Act 1993: Primary legislation governing company operations in New Zealand, including director appointments (particularly sections 150-159 regarding director appointments, qualifications, and consent requirements)
Financial Markets Conduct Act 2013: Contains additional requirements for director appointments in publicly listed companies, including disclosure obligations and qualification requirements
Companies Office Requirements: Administrative requirements for filing director appointments and maintaining company records with the New Zealand Companies Office
NZX Listing Rules: Additional requirements for director appointments in companies listed on the New Zealand Stock Exchange, including independence criteria and shareholder approval processes
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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