Resolution to approve appointment of alternate director

Resolution to approve appointment of alternate director

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This document is a resolution to approve the appointment of an alternate 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.

Alternate directors

An alternate director’s appointment to the board of directors must be passed as a resolution of the board of directors.

This resolution could be used for a meeting of directors or for a meeting of members.

Related precedent

Rules for alternate directors

This document has been updated for Lexis Nexis 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.