Can a company director simply appoint another company director?
<p>I found the following article in my company constitution:</p>

<blockquote>
  <p>The directors of the company may appoint a person as a director of the
  company. The company must confirm such an appointment by resolution
  passed at a general meeting within 2 months after the appointment is
  made. If the company does not confirm the appointment, the person
  ceases to be a director of the company upon the expiration of 2 months
  after the appointment was made.</p>
</blockquote>

<p>Does this mean any director can appoint another director and that director can serve for 2 months without approval?</p>

<p>Won't this provide avenue for a board coup? Meaning a director can simply elect directors to support him and make changes to the company constitution.</p>

<p>What you quoted does not say "<strong>a</strong>" director can appoint a director. It says "<strong>the directors</strong>", plural, can appoint a director. I assume that would be by a vote. Elsewhere in the document it might or might not be made clear if this requires only a majority and/or if this is only in cases to fill a vacancy.</p>

<p>Appointment of directors is by the board. A board meeting needs quorum, and this will not ever be one person.</p>
<p>So no, one director cannot appoint other directors.</p>

corporate-law