Article 95 permits the board of directors to fill a vacancy in the board or to get an additional director to join the board for practical reasons provided that the appointment does not cause the number of directors to exceed the limit imposed by the articles. The person appointed director in this way shall hold office until the next annual commonly meeting. Then he will be eligible for re-election, condition is that his appointment will not be taken into account when deciding on the directors who shall retire from office.
Restrictions on Appointment
The following are the restrictions which the Act imposes on appointment of directors:
S.182(1): Appointment by the Articles
S.182(1) provides that a person shall not be capable of being appointed director of a company by the articles unless, previous to the registration of the articles, he has by himself or by his agent authorized in writing-
i. signed and delivered to the registrar for registration a consent in writing to act as such director; and
a) signed the memorandum for a number of shares not less than his qualification, whether any; or
b) taken and paid or agreed to pay for his qualification shares, whether any; or
c) signed or made and delivered to the registrar for registration an undertaking to take and pay for his qualification shares, if any, or the statutory declaration that a number of shares not less than his qualification, if any, are registered in his name.