Binding nomination

The general meeting usually appoints the board of a company. However, it can be determined in the articles of association A document, drawn up when a Dutch company or legal person is set up, and which regulates the operations of the company and defines its purpose.
» Meer over articles of association Articles of Association of a company that the appointment of a director is made by the general meeting from a nomination (Section 243 Book 2 of the Civil Code). This is referred to as a binding nomination. This nomination can be made by another body or even by a third party such as the State. 

If the binding nomination only contains one name, a positive resolution of the General Meeting of Shareholders will result in the appointment of the sole candidate. 

However, the general meeting can always remove the binding nature of such a nomination. A resolution with at least 2/3rd of the votes cast is necessary in that case and this 2/3rd majority must represent more than half of the subscribed capital.