Shareholder Resolution For Appointment Of Director for the United States

Shareholder Resolution For Appointment Of Director Template for United States

A Shareholder Resolution for Appointment of Director is a formal document used in United States corporate governance to officially appoint a new member to a company's board of directors through shareholder approval. The document must comply with federal securities laws, state corporate laws (particularly Delaware law for Delaware-incorporated companies), and the company's bylaws. It serves as official record of the shareholders' decision and includes essential details about the appointment, qualifications, and terms.

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What is a Shareholder Resolution For Appointment Of Director?

A Shareholder Resolution For Appointment Of Director is a crucial corporate governance document used when companies need to formally appoint new board members. This document is particularly important in the United States corporate environment, where it must align with both federal and state regulations, especially SEC requirements for public companies and state corporate laws. The resolution typically includes the director's qualifications, appointment terms, and confirmation of shareholder approval. It's commonly used during annual meetings, when expanding the board, or filling vacancies, and serves as official documentation for regulatory compliance and corporate records.

What sections should be included in a Shareholder Resolution For Appointment Of Director?

1. Title and Date: Formal title of resolution and date of adoption

2. Company Details: Full legal name and registration details of the company

3. Recitals: Background information explaining the need for the appointment

4. Resolution Statement: Formal statement of the resolution to appoint the director

5. Director Details: Full name and details of the proposed director

6. Effective Date: When the appointment takes effect

7. Certification: Statement certifying the resolution was properly adopted

What sections are optional to include in a Shareholder Resolution For Appointment Of Director?

1. Term of Appointment: Specific duration of appointment if not standard term - used when appointment is for a specific period

2. Committee Appointments: Any board committee assignments - used when director is immediately joining specific committees

3. Compensation Details: Any specific compensation arrangements - used when non-standard compensation terms apply

What schedules should be included in a Shareholder Resolution For Appointment Of Director?

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

2. Director Qualification Statement: Statement confirming director meets all eligibility requirements

3. Voting Record: Record of shareholder votes if resolution passed at meeting

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

Securities Exchange Act 1934: Federal law governing securities trading and public company requirements, relevant for director appointments in publicly traded companies

Sarbanes-Oxley Act 2002: Federal legislation establishing enhanced corporate accountability standards, including requirements for director independence and responsibilities in public companies

Dodd-Frank Act: Federal law implementing corporate governance reforms affecting director appointments and disclosure requirements for public companies

State Corporation Laws: State-specific corporate legislation governing director appointments, voting rights, and corporate governance procedures

Delaware General Corporation Law: Primary corporate law statute for Delaware-incorporated companies, containing specific requirements for director appointments and shareholder resolutions

SEC Regulations: Federal regulatory requirements governing director appointments, disclosures, and proxy requirements for public companies

Stock Exchange Requirements: NYSE/NASDAQ listing requirements including board composition, independence standards, and governance guidelines

Articles of Incorporation: Company's foundational document containing basic corporate governance provisions and director-related requirements

Corporate Bylaws: Internal company rules detailing specific procedures for director appointments, qualifications, and voting requirements

Shareholder Agreements: Private contracts between shareholders affecting voting rights and procedures for director appointments

Corporate Governance Guidelines: Company-specific policies outlining director qualification requirements and appointment procedures

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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