Which resolution is required for the appointment of a director?

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The appointment of a director typically requires an ordinary resolution. An ordinary resolution is one that is passed by a simple majority of the votes cast at a meeting. This is sufficient for most ordinary business decisions, including the appointment of directors, reflecting the general practice of corporate governance.

For the appointment to be effective, the company must follow the specified procedures outlined in its articles of association, and an ordinary resolution allows this process to be executed without the need for the higher thresholds required by other forms of resolutions. This is in contrast to a special resolution, which requires a higher percentage of votes and is generally reserved for more significant decisions that require greater consensus among shareholders.

While board resolutions are also used for various decisions made by the board of directors in their management capacity, they are not relevant for formal appointments that require approval from the shareholders. Similarly, unanimous resolutions would imply total agreement among all members, which is not necessary for the effective appointment under typical corporate governance standards.

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