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If the company decides to appoint a director in the middle of the year, it may appoint a director by passing a resolution in an Extraordinary General Meeting (EGM). In such a case, a company must conduct a board meeting to pass a resolution for conducting an Extraordinary General Meeting (EGM).
A company can appoint a director by resolution at a general meeting (s 201G). A board may occasionally need to appoint a director to retain a quorum or to fill a casual vacancy.
Appointment of a Managing Director The company should conduct a board meeting after giving notice to all the company directors to transact the following business: ... The company should file the board resolution copy in Form MGT-14 with the Registrar of Companies (ROC) within 30 days of passing such a resolution.
The board resolution for appointment of director in company must identify the names of the director (s), their designation, the entity, and their consent. It must be two-staged. The resolution must be approved by the meeting to cover any future disputes.
APPOINTMENT OF DIRECTOR IT WAS NOTED, that [insert name] had indicated [his/her] 3 willingness to act as Director of the Company. IT WAS THEREFORE RESOLVED that [insert name] be and is hereby appointed as Director of the Company with effect from [insert effective date of appointment].