Draft Board Resolution Appointment of Chairman of the Board

Please note that the Chairman post of the Company and the Chairman of the Board of Directors may not be one and the same thing in all the cases.

While the Chairman of the company has some overriding powers over the decision making process on the day to day affairs of the company and is considered to be higher post than of the Managing Director; the Chairman of the Board is entrusted with the duty to chair and convene the proceedings of the meetings of the Board of Directors and to decide matters thereof.

Templates of board resolution for appointment of chairman of the board are as follows—

SAMPLE #1

#. To Appoint Chairman of the Board of Directors

The Board considered the following resolution and passed it unanimously:

“RESOLVED THAT (Name of the Director), (Designation) be and is hereby appointed as the Chairman of the Board, in accordance with Article ... of the Articles of Association of the Company, with effect from (Date), and shall preside as Chairman at all the general meetings of members of the company, unless elected otherwise.”

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SAMPLE #2

#. To Elect Chairperson of the Board

The Board considered the following resolution and passed it unanimously:

“RESOLVED THAT (Name of the Director), (Designation) be and is hereby elected as the Chairperson of the Board with effect from (Date), unless decided otherwise at any subsequent meetings.”



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NOTE: The resolution samples here are only for reference, to help you with drafting. Do refer the exact provisions of the Act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting.