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The Board Resolution To Appoint Director is a crucial corporate governance document required under Philippine law whenever a new director needs to be appointed to a company's board. This document is necessary for various situations, including filling vacancies, expanding the board, or replacing retiring directors. It must comply with the Revised Corporation Code of the Philippines and relevant SEC regulations, requiring specific details such as the meeting's validity, quorum presence, voting results, and the appointed director's information. The resolution serves multiple purposes: it formally documents the appointment decision, provides evidence for regulatory filings, enables updates to corporate records, and establishes the new director's authority to act in their capacity. It's particularly important as it forms part of the company's official records and may be scrutinized by regulators, shareholders, or other stakeholders.

1. Title and Corporate Heading: Full legal name of the corporation, registration number, and registered address

2. Meeting Details: Date, time, venue, and type of meeting (regular/special board meeting)

3. Attendance and Quorum: List of directors present and absent, confirmation of quorum requirement being met

4. Presiding Officer: Identification of the Chairman/President presiding over the meeting

5. Recitals: Background information explaining the need for appointment, vacancy details if applicable

6. Resolution Statement: Formal declaration of the board's decision to appoint the new director

7. Director Details: Full name, nationality, and address of the appointed director

8. Term of Office: Specification of the term of appointment and effective date

9. Certification: Secretary's certification of the resolution's authenticity and approval

10. Signatures: Signature blocks for the Corporate Secretary and Chairman/President