New Hampshire Unanimous Written Action of Board of Directors Appointing Officers along with Certification of Secretary
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FAQ
Get approval to appoint a new director In the case of companies that have adopted Model articles, the appointment of a new director can be approved by way of a simple majority of votes at a board meeting. Alternatively, a written resolution can achieve the same result, but it must be unanimous.
How is an ordinary resolution passed? An ordinary resolution is passed by what is referred to as a 'simple majority' of members, meaning that the votes 'for' must equate to more than 50% of the total votes cast by each member's voting rights.
Most commonly, directors are appointed by the shareholders at the Annual General Meeting (AGM), or in extreme circumstances, at an Extraordinary General Meeting (EGM). A resolution for the appointment is put to a vote, and passed if a majority of shares are voted in favour.
According to the Companies Act, only an individual can be appointed as a member of the board of directors. Usually, the appointment of directors is done by shareholders. A company, association, a legal firm with an artificial legal personality cannot be appointed as a director.
All eligible directors must either sign copies of the written resolution, or otherwise agree to it in writing. A sole director will usually make decisions by written resolution.
Written resolutions enable shareholders of private companies to take decisions without the need for a general meeting. With very limited exceptions (removal of director or auditor) shareholders can pass ordinary or special resolutions (with the approval of the requisite majority) by way of a written resolution.
Appointing a director A company's shareholders can appoint directors. This is usually done by passing an ordinary resolution in favour of the appointment (ie a majority of the shareholders agree to the appointment).
Most commonly, directors are appointed by the shareholders at the Annual General Meeting (AGM), or in extreme circumstances, at an Extraordinary General Meeting (EGM). A resolution for the appointment is put to a vote, and passed if a majority of shares are voted in favour.