This document is a resolution of a board or general meeting to appoint an additional director.

Directors and officers

A director is a person who is appointed to the position of director. This can include the following:

• appointed directors;
• governing directors;
• nominee directors;
• alternate directors;
• associate directors;
• de facto directors and shadow directors; and
• executive, non-executive and independent directors, including managing directors and chairmen.

Generally, the process for appointing directors is governed by the company's constitution. The constitution may give the general meeting power to appoint directors, and may also confer power on the directors to fill casual vacancies and appoint additional directors. A public company must have at least three directors (not counting alternates). A proprietary company must have at least one director.

Appointment of additional directors

In order for additional directors to be appointed to the board:

• the written consent to act as a director must be received by the board from each additional director; and
• the board must vote to appoint the additional directors.

The total number of directors must not exceed the maximum number, if any, stipulated in the constitution. That maximum may be varied by the company in general meeting, see Worcester Corsetry Ltd v Witting [1936] Ch 640.

A minute of the appointment is to be kept and recorded in the minute book of the company, see section 251A(1) of the Corporations Act 2001 (Cth). The Australian Securities and Investments Commission must be notified of the appointment within 28 days.

Related document

Consent to act as a director

This document has been updated for LexisNexis by Jane Garber-Rosenzweig, Partner, Gable Lawyer. Previous versions of this were authored by Kate Mills, Peter Richard, Robert D Jeremy, Robert M A Mangioni, Kathleen H Clothier and Amanda Beattie.

This document is prepared with the assistance of Specialist Editors Karen Lee and Geoff Geha.