Companies Act 2014 section 145

Appointment of directors to be voted on individually

Section 145 requires that each proposed director must be voted on individually at a general meeting, unless the meeting unanimously agrees to bundle multiple appointments into a single resolution.

• A motion to appoint two or more directors by a single resolution is not permitted unless the meeting first unanimously agrees to allow it, with no votes against.
• Any resolution passed in breach of this rule is void, but acts carried out by a director appointed under such a void resolution remain valid under the general rule protecting the validity of directors' acts (section 135).
• Where a director is improperly appointed under a bundled resolution, any constitutional provision for automatic reappointment of retiring directors does not apply to that person.
• These rules do not apply to resolutions amending the company's constitution, which require a 75 per cent special resolution majority and thus already represent a strong expression of the company's wishes.

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