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New Zealand law explained for everyone

Companies Act 1993

Directors and their powers and duties - Appointment and removal of directors

155: Appointment of directors to be voted on individually

You could also call this:

“Vote on directors one at a time, unless everyone agrees otherwise”

When you want to appoint a director for a company, you need to follow some rules. You can only vote on appointing a director if the vote is for one director at a time. If you want to appoint more than one director at once, you need to first have a separate vote to allow this, and nobody can vote against it.

If someone tries to have a vote that doesn’t follow these rules, that vote doesn’t count. This is true even if nobody objects to the vote at the time. There might be other rules about invalid votes in section 158 of this law.

If a company usually automatically reappoints directors when no one else is appointed, this doesn’t apply if the vote was done incorrectly. However, you can still choose two or more directors at once if you use a ballot or poll to do it.

Remember, these rules might be different if your company’s constitution says something else.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM320698.

Topics:
Business > Industry rules
Business > Fair trading
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“Court can appoint directors when a company lacks them”

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156: Removal of directors, or

“How a company can remove a director from their position”

Part 8 Directors and their powers and duties
Appointment and removal of directors

155Appointment of directors to be voted on individually

  1. Subject to the constitution of the company, the shareholders of a company may vote on a resolution to appoint a director of the company only if—

  2. the resolution is for the appointment of 1 director; or
    1. the resolution is a single resolution for the appointment of 2 or more persons as directors of the company and a separate resolution that it be so voted on has first been passed without a vote being cast against it.

      1. A resolution moved in contravention of subsection (1) is void even though the moving of it was not objected to at the time.

      2. Subsection (2) does not limit the operation of section 158.

      3. No provision for the automatic reappointment of retiring directors in default of another appointment applies on the passing of a resolution in contravention of subsection (1).

      4. Nothing in this section prevents the election of 2 or more directors by ballot or poll.