Corporate Governance · glossary
A casting vote is an extra vote that lets the chair break a tie. Under the Model Articles for private companies, the director chairing a board meeting has one when the votes for and against are equal. A company's own articles can take it away, as the articles of the training company do. Then a tied proposal simply fails.
An extra vote for the chair of a meeting, to break a tie. The Model Articles give one, but Brackenholme's Articles remove it. So the chair has no casting vote, and a tied proposal fails. Charter §4.5 · Chapter 1 · Chapter 6
Explained in Chapter 1, What a Board Is For, of Corporate Governance.
Also explained in Shareholders' Agreements.
Independence matters most for the quorum, the number of directors who must be present before a meeting can decide anything. The charter sets three, and at least one must be an Independent Director (§4.4). So neither the family nor Calderbank can decide anything without a neutral director in the room. The chair has no casting vote, an extra vote to break a tie, so a tied vote fails.Read Chapter 1, What a Board Is For →
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A second vote the chair of a meeting may use only when the votes are tied. It decides the question either way. Without one, a tie means the proposal is not passed.
No. The Model Articles give the director chairing a board meeting a casting vote, but not if that director cannot be counted in the vote, for example because of a conflict. A company's own articles can remove it altogether.
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