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I found the following article in my company constitution:

The directors of the company may appoint a person as a director of the company. The company must confirm such an appointment by resolution passed at a general meeting within 2 months after the appointment is made. If the company does not confirm the appointment, the person ceases to be a director of the company upon the expiration of 2 months after the appointment was made.

Does this mean any director can appoint another director and that director can serve for 2 months without approval?

Won't this provide avenue for a board coup? Meaning a director can simply elect directors to support him and make changes to the company constitution.

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    Under the laws of what country/state?
    – George White
    Aug 31, 2019 at 19:18
  • I'm in Australia
    – Anthony
    Aug 31, 2019 at 21:30

2 Answers 2

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What you quoted does not say "a" director can appoint a director. It says "the directors", plural, can appoint a director. I assume that would be by a vote. Elsewhere in the document it might or might not be made clear if this requires only a majority and/or if this is only in cases to fill a vacancy.

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  • Thanks for the reply
    – Anthony
    Aug 31, 2019 at 21:34
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Appointment of directors is by the board. A board meeting needs quorum, and this will not ever be one person.

So no, one director cannot appoint other directors.

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