Shareholders' Agreements · glossary

Casting vote

A second vote that lets a chair break a tie. The chair of this board has none, at the board or at any committee. So a tied vote fails, and the company carries on under its approved plan and budget. Clause 4.6 · Article 16 · Chapter 3

Explained in Chapter 3, The Board, of Shareholders' Agreements.

The main page for this term is Casting vote, in Corporate Governance.

How it comes up, in Chapter 3
Many companies give the chair a casting vote, a second vote to break a tie. The model articles that a private company gets by default do so. Ferris's solicitors asked for one, because a board that cannot decide cannot run a cold store. Ferris put in most of the money, so its chair seemed the natural person to break a tie.
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