Replacing director on board

S

shopgirl

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A board director is going on leave for six months can they just casually nominate the person who replaces them? Should they not inform the board and then the board decides if they accept the nominee? Also the next meeting coming up is actually the AGM - can the new person attend that? This is for a non profit making organisation with charitable status. Many thanks.
 
Is it a limited company?

If so then you need to read the memo & articles of assoc to check if a director can do this
 
As DB74 says, you should review the M&A for the rules around this. In my experience the M&A often doesn't give a lot of detail on these matters, if not I suggest that you agree with your fellow board members what the governance rules should be for appointing and resigning/retiring directors.
Regards
Numbercruncher
 
Standard articles allow a director to formally appoint an alternate director for the purposes of attending meetings. It just requires a letter from the director. Not sure about a full 6 mth period though..
 
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