The process for appointing a new director is typically determined by a company's Bylaws. Outside of the Bylaws, this process is governed by state-specific laws. Typically, this requires a majority stockholder consent (not uanimous).
A few common scenarios for appointing directors are as follows (though you should always confirm proper process in your Bylaws):
- At the point of formation, a company has no board of directors and no Bylaws, and the initial directors are typically appointed by the incorporator in an "Action by Incorporator" or similar document.
- To expand the board of directors and add new directors to the existing board, typically you are required to get majority consent from the stockholders.
- To fill a vacancy from the resignation/death/removal of a prior director, you may be able to fill the vacancy through an action by the remaining board members, or you may need to get majority consent from the stockholders.
- After a preferred stock financing round (or similar transactions where an investor/partner receives special director-appointment rights), a specific class of stock may have the right to appoint a certain number of directors through a voting agreement or the company's charter. In that case, those board seats can only be filled with consent of the applicable stockholders holding the specific class of stock.
Savvi has a simple Director Appointment workflow, where you will be able to appoint a director by getting majority consent of the stockholders and the remaining directors.
Savvi Technologies, Inc. is not an attorney or a law firm, and can only provide self-help services at your specific direction. Do not rely on any documents or information from Savvi without consulting an attorney. Savvi may partner with or refer clients to licensed attorneys, but such referral does not constitute an attorney-client relationship until the attorney is officially engaged by the client.