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.
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