What is an alternate director?

Definition

An alternate director means a person appointed to act in place of a regular board director when that director is unavailable or unable to attend meetings. Alternate directors temporarily assume the responsibilities and powers of the original director, including voting rights and participation in board discussions.

This role helps ensure that the board maintains full representation and decision-making capacity, even when some members are absent.

What an alternate director does

An alternate director can:

• Attend board meetings on behalf of the appointing director
• Vote on matters and take part in decisions
• Sign documents or resolutions as needed
• Represent the views and interests of the director they are substituting

Alternates are often appointed in international companies, joint ventures, or boards with frequent travel or conflicting commitments.

How to appoint an alternate director

The process for appointing an alternate director depends on the company’s bylaws or governing documents. Typically, it involves:

• A written request from the original director
• Approval by the board or a nomination committee
• Formal documentation of the appointment, including duration and scope

Some jurisdictions may require filings with regulatory bodies or formal shareholder notification. It’s important to clearly define the rights and limitations of the alternate in board records.

Quick summary

• An alternate director means a temporary replacement who acts on behalf of a regular director
• They have similar rights to attend meetings, vote, and represent the absent member
• Appointment usually follows internal procedures outlined in the company’s governance documents

Related terms