Templates Circular resolution for board member changes - template
Use this template - free
Circular resolution for board member changes - template

Board Resolution (Circular)

for the Appointment or Dismissal of Executive Board Members

Company Name: Company (Name)
Company Address: Company (Address (one line))
Date
: Date of shareholder resolution

The undersigned shareholders of Company (Name) adopt the following resolution regarding the appointment or dismissal of executive board members, in accordance with the Articles of Incorporation of the company and the relevant legal provisions, particularly Date of shareholder resolution.


Appointment of an Executive Board Member

The shareholders are to vote on whether to appoint a new executive board member. The shareholders will decide on the appointment of Name of proposed executive board member as an executive board member of the company.

Proposed Candidate:

Name: Name of proposed executive board member

Date of Birth: Date of birth of proposed board member

Residential Address: Residential address of proposed board member

Term of Appointment: Term of appointment in shareholder resolution

Voting Question:

Should

Name of proposed executive board member be appointed as an executive board member of Company (Name)?

Voting Options:

Yes – I approve the appointment of Name of proposed executive board member.

No – I reject the appointment of Name of proposed executive board member.

VoteBoard member 1Board member 2Board member 3


Dismissal of an Executive Board Member

The shareholders are to vote on whether the current executive board member, Name of current executive board member, should be dismissed from their position.

Dismissal Question:

Should Name of current executive board member be dismissed from their position as an executive board member of Company (Name)?

Voting Options:

Yes – I approve the dismissal of Name of current executive board member.

No – I reject the dismissal of Name of current executive board member.

VoteBoard member 1Board member 2Board member 3


Voting Deadline

The shareholders are requested to submit their decision in writing no later than Voting deadline for shareholder resolution.


Result of the Vote

The resolution regarding the appointment of a new executive board member or the dismissal of an existing executive board member will be adopted if the majority of shareholders vote "Yes." The exact majority required will be determined according to the Articles of Incorporation of the company and the relevant provisions of the Applicable law for vote threshold.


Formal Requirements

This circular resolution is adopted in accordance with the Articles of Incorporation of the company and the relevant legal provisions, particularly Applicable law for resolution adoption. The shareholders confirm that the resolution is adopted without the need for a physical meeting and that all necessary notifications and approvals have been duly obtained.


Signatures

By signing this circular resolution, the shareholders confirm their approval or rejection of the resolution for the appointment or dismissal of the executive board member.

Pending
Pending
Pending

Notes:

This circular resolution must be signed by all shareholders.

A copy of the signed circular resolution should be kept in the company’s records.

All shareholders must cast their votes by the specified deadline.

This circular resolution is adopted pursuant to Applicable law for shareholder resolution and is legally valid if all shareholders provide their written or electronic consent or rejection.

Template screenshot 1Template screenshot 2Template screenshot 3Template screenshot 4

Disclaimer: The original creator, the author of this template, and fynk GmbH are not responsible for any damages or liabilities that may result from using this template. This template should not be considered a substitute for legal advice, and consulting with a legal professional is recommended before use. fynk GmbH, the original creator, and the author do not provide legal advice and will not be held accountable for any legal consequences arising from its use.

More than 1.000 teams chose fynk to outgrow legal chaos.

Circular resolution for board member changes explained in simple terms

Learn everything there is about circular resolution for board member changes. What they are, when to use them for and what they should contain.

What is a circular resolution for the appointment or removal of board members?

A circular resolution is a simple way to appoint or remove board members without the need for an in-person meeting. Instead, the resolution is shared with all shareholders, and they can sign it remotely. This method streamlines the decision-making process and keeps everything legally clear. Once everyone has signed the resolution, the decision is final. You might use a circular resolution when a board member leaves or needs to be removed for performance reasons, and you need to fill the position quickly.

To make a circular resolution, you just need to draft the resolution with the details of the decision, send it to shareholders for review, and then collect their electronic signatures—whether electronically or on paper. Just ensure that the resolution complies with your company’s rules and local regulations.

Need a similar template for the appointment or removal of managing directors of a Ltd?

In accordance with § 84 of the Austrian Stock Corporation Act (AktG), board members are required to act with the care of a prudent and conscientious manager, always prioritizing the company’s best interests. They must avoid conflicts of interest, maintain confidentiality, and base decisions on appropriate information. If board members breach their duties, they are jointly liable for any resulting damages, though they can defend themselves by proving they acted with due diligence. In cases of improper actions, the company or its creditors can seek compensation from the board members.

The appointment or removal of board members must comply with the company’s articles of incorporation and shareholder decisions. Using a circular resolution for these decisions ensures that all shareholders can participate remotely, facilitating a quicker and more efficient process. This method allows the company to make timely leadership changes while staying within legal boundaries and maintaining compliance with corporate governance standards.

Circular resolution template for appointment or removal of board members

Need to create a resolution quickly? Our circular resolution template for appointing or removing board members is designed to make the process easy. The template includes all the essential elements, including names, legal details, and voting options, so you can ensure compliance while staying organized.

Why Use Our Template?

  • Efficiency: You can make changes fast without the hassle of a physical meeting.
  • Security: Your votes and electronic signatures are encrypted, protecting them from unauthorized changes.
  • Real-Time Updates: You get notifications whenever someone votes or signs, so you’re always up to date.
  • Collaboration: Share the resolution with stakeholders easily and let them review and sign from anywhere, making the process more flexible.
  • Time-Saving: No need for endless emails or in-person meetings.
  • Compliance: Our templates are structured to comply with relevant legal requirements, ensuring everything stays on track.

Using fynk also let you to access various feature and tools to create and handle your contracts completely digital!

Searching for a contract management solution?

Find out how fynk can help you close deals faster and simplify your eSigning process – request a demo to see it in action.

Can circular resolutions be used for other decisions besides appointing or removing board members?
Yes, circular resolutions can be used for other shareholder decisions as long as your company’s rules allow it. You might also use them for decisions like company dissolution, approval of financial statements, entering into contracts, or denying inspection rights.
What if a shareholder doesn’t sign the resolution?
If a shareholder doesn’t sign, the resolution won’t be valid unless your articles of incorporation state otherwise or the quorum requirements are met.
Are electronic signatures acceptable for circular resolutions?
Yes, electronic signatures are fine, as long as they meet legal requirements. You can safely use qualified electronic signatures, which have the same legal standing as handwritten signatures.
Do I need to explain the reason for appointing or removing a board member in the resolution?
While it’s not always required, it’s recommended to include reasons for the decision. This adds clarity and transparency to the process, helping avoid any confusion or questions later on.

Take control of your agreements. Move your business forward.

Run agreements the way they should run: fast, clear, and on your terms.