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As a director you must: Act within powers. ... Promote the success of the company. ... Exercise independent judgment. ... Exercise reasonable care, skill and diligence. ... Avoid conflicts of interest (a conflict situation) ... Not accept benefits from third parties.
Shareholders normally appoint directors at the company's Annual General Meeting (AGM) (or an Extraordinary General Meeting if there's a need for an urgent appointment). The directors can also appoint new directors, but this needs to be confirmed by the shareholders in due course.
The company may pass a resolution to appoint a director in an Annual General Meeting (AGM). 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).
Period of Appointment of Independent Director As per Section 149(10) of the Companies Act, an Independent Director shall hold the office for a period of 5 consecutive years. He shall be eligible for reappointment for another 5 consecutive years. However, for reappointment, the Company shall pass a Special Resolution.
I am both surprised and excited that your organization selected me to serve as an honorary board member for your project. Because I have long had an interest in your cause, I am eager to lend my support.
Dear Sir, We are pleased to inform you that upon approval of Board of Directors of the Company in their meeting held on --------------------, you are being appointed as an Additional Director (Independent Director) on the Board of the Company w.e.f. ---------------- for a period of upto three years.
There is no time limit prescribed but as per Section 45 of the Act, if no. of Directors falls below minimum limit & it remains so for 6 months, all the actions of the Directors will be invalid.
Typically, a director is (or should be) a shareholder in the company. Directors are appointed, i.e. voted into office, by the shareholders of a company at a properly convened meeting of shareholders.