Failure to Elect or Appoint Directors Clause Samples
The 'Failure to Elect or Appoint Directors' clause outlines the procedures and consequences if a corporation's shareholders or other authorized parties do not successfully elect or appoint directors as required. Typically, this clause specifies that the current directors will continue to serve until successors are properly chosen, or it may establish alternative mechanisms for filling vacancies, such as court intervention or appointment by remaining board members. Its core function is to ensure continuity in corporate governance and prevent operational disruptions that could arise from a leadership vacuum.
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Failure to Elect or Appoint Directors. If the Company fails to hold an annual general meeting in accordance with the Act, or if the Company fails, at an annual general meeting or in a unanimous resolution contemplated by Article 10.2, to elect or appoint any directors, each director then in office continues to hold office until the earlier of:
(a) when his or her successor is elected or appointed; and
(b) when he or she otherwise ceases to hold office under the Act or these Articles.
Failure to Elect or Appoint Directors. If:
(1) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or
(2) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors; then each director then in office continues to hold office until the earlier of:
(3) the date on which his or her successor is elected or appointed; and
(4) the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.
Failure to Elect or Appoint Directors. If:
(1) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Section 10.2, on or before the date by which the annual general meeting is required to be held under the BCA; or
(2) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Section 10.2, to elect or appoint any directors; then each director then in office continues to hold office until the earlier of:
(3) when his or her successor is elected or appointed; and
(4) when he or she otherwise ceases to hold office under the BCA or these Articles.