Shareholders of a proprietary company can, by ordinary resolution (i.e. a resolution requiring a simple and not a special majority) at a general meeting, appoint a director. This power is provided by the Corporations Act 2001 (CA) (Act), however this power, and the procedure for appointing a director, may be modified by the company's constitution. For instance, the constitution may specify a maximum number of directors that the company can have at any one time.

In any event, a person must provide their consent to act as director in order to be appointed director. For such a consent, see Consent to Act as Director.

The Australian Securities and Investments Commission must be notified of the removal within 28 days of the resolution.

There are a number of factors that shareholders will need to consider when deciding whether to approve the appointment of a new director. These include the individual's track record, their experience and expertise in the relevant industry, and their ability to work effectively as part of a team.

In addition to these factors, shareholders may also want to consider the broader strategic goals of the company. For example, if the company is looking to expand into new markets or to develop new products or services, then they may want to appoint a director who has experience in these areas.

This resolution can also be inserted into:

• Notice of General Meeting

• Notice of General Meeting Called by Shareholders

• General Meeting Minutes (To Pass Ordinary Resolution)

Where you wish to pass the resolution in a general meeting, you must use the documents above. Simply copy and paste the text of the resolution.

Further information

• How Do I Add A Director to My Company?

• Can A Non-Australian Citizen Be A Company Director?

• What Is The Difference Between Company Officeholders & Directors?