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Resolution Appointing New Board Members
"I need a Resolution Appointing New Board Members for a Swiss private technology company, appointing two new independent directors effective March 1, 2025, to replace retiring board members; the document should include provisions for signing authority at our bank."
1. Title and Company Details: Full legal name of the company, company registration number, registered office address
2. Date and Location: Date and place of the resolution/meeting
3. Meeting Details: Type of meeting (e.g., board meeting, extraordinary general meeting), confirmation of proper notice and quorum
4. Attendees: List of present board members/shareholders and their roles
5. Previous Board Composition: Statement of current board composition before the new appointments
6. Resolutions: Formal resolution text appointing new board members, including full names, dates of birth, nationality, and residential addresses of appointees
7. Effective Date: Specification of when the appointments take effect
8. Commercial Register: Instructions regarding registration of the changes in the Commercial Register
9. Signatures: Space for required signatures (typically Chairman and Secretary)
1. Recitals: Background information explaining the reason for the appointments (used when context is important or for major corporate changes)
2. Resignation Acknowledgment: Acknowledgment of departing board members' resignations (included when appointments are replacing existing board members)
3. Committees: Assignment of new board members to specific committees (included when immediate committee appointments are being made)
4. Special Powers: Any special powers or authorities granted to new board members (included when specific authorities are being granted)
5. Compliance Statement: Confirmation of compliance with articles of association and relevant laws (included for regulated entities or when required by company policy)
1. Appendix 1 - Acceptance Letters: Written acceptance of appointment by new board members
2. Appendix 2 - Qualification Documents: Copies of required qualification documents and CVs of new board members
3. Appendix 3 - Commercial Register Forms: Completed and signed Commercial Register registration forms
4. Appendix 4 - Resignation Letters: Copies of resignation letters from departing board members (if applicable)
5. Appendix 5 - Declaration of Independence: Independence declarations from new board members (if required)
Authors
Financial Services
Manufacturing
Technology
Healthcare
Retail
Professional Services
Real Estate
Energy
Transportation
Telecommunications
Education
Non-Profit Organizations
Construction
Agriculture
Insurance
Legal
Corporate Secretariat
Compliance
Corporate Governance
Administrative Support
Board Support
Executive Office
Corporate Affairs
Regulatory Affairs
Chief Executive Officer
Company Secretary
Corporate Counsel
Legal Director
Board Chairman
Managing Director
Compliance Officer
Corporate Governance Officer
Legal Administrator
Board Administrator
General Counsel
Chief Legal Officer
Corporate Secretary
Governance Manager
Administrative Officer
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