Companies Act Section 162 — Appointment of directors to be voted individually

CHAPTER XI APPOINTMENT AND QUALIFICATIONS OF DIRECTORS

Commercial / Corporate

Summary

At a general meeting of a company, a single resolution cannot be used to appoint two or more people as directors at once, unless the idea of doing so is first agreed to at the meeting with no votes against it. This means the proposal to combine the appointments into one vote must be accepted unanimously before the actual appointment motion is put forward.

If a resolution is moved in violation of this rule, it is automatically invalid, even if no one raises an objection at the time the resolution is moved. The invalidity does not depend on anyone protesting during the meeting.

Any motion that approves a person for appointment, or that nominates a person for appointment as a director, is considered the same as a motion to appoint that person. So such motions are treated as appointment motions for the purposes of this rule.

Official Text

(1) At a general meeting of a company, a motion for the appointment of two or more persons as directors of the company by a single resolution shall not be moved unless a proposal to move such a motion has first been agreed to at the meeting without any vote being cast against it.

(2) A resolution moved in contravention of sub-section (1) shall be void, whether or not any objection was taken when it was moved.

(3) A motion for approving a person for appointment, or for nominating a person for appointment as a director, shall be treated as a motion for his appointment.