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Can you please tell me what state is involved in your question? I cannot see it on my screen right now. I may need to research your state-specific law.
Does it say in the bylaws, articles of incorporation, or elsewhere what to do in this situation? If not, are you asking for suggestions?
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Jane Doe Deer
The company is a Deleware Corp that does business in NY. The current by-laws were never completed (We need to retain an attorney to help us complete this as well) so there is nothing that outlines protocol in this situation. From what Ive heard the Pres or CEO decides the tiebreaker however that does not seem totally fair to the minority voting shareholders wspecially if he/she is not voting in the same manner (I'm not sure if this is accurate or standard practice
I have been having DSL computer connection problems. I have opted out so that another Expert can answer your question right away. I can't be of much help when my computer keeps crashing!
My colleague ask me to answer your question. A Delaware corporation's internal governance is controlled by Delaware law, regardless of the place where the corporation does business. Delaware has no tie-breaker law in the corporations code. So, if your bylaws do not make such a determination, then the only recourse, assuming that the board cannot decide amoungst itself, is to ask the court to appoint an independent board member to break tie votes.
Shareholders can call a meeting and elect a board. Majority wins.
The term "fairest" has no legal meaning. Scientifically, the fairest method of breaking a tie is to flip a coin, or use some other randomized method of choosing between two equally likely outcomes.
To break a tie?
Yes. You could appoint a mutually acceptable person to break ties when they arise. Or, you can flip a coin. Whatever you do, you need to memorialize your choice of action in a corporate resolution, so that there is no dispute if and when a situation requiring a tie-breaker arises.
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