Thank you for contacting Just Answer. I look forward to assisting you.
While we write back and forth, please keep in mind that I do not know what you already know or don't know, or with what you need help, unless you tell me. Sometimes I'm unable to read your entire question until AFTER I write back to you.
Although it's usually five minutes, sometimes there can be a delay of an hour or more in between my answers because I may be researching the answer to your question, helping other customers, or taking a break. If we are writing late at night, I may have to go to sleep and resume helping you the following morning.
I need the following information before I can answer your question:
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?
I'll look forward to hearing from you,
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.
DISCLAIMER: Answers from Experts on JustAnswer are not substitutes for the advice of an attorney. JustAnswer is a public forum and questions and responses are not private or confidential or protected by the attorney-client privilege. The Expert above is not your attorney, and the response above is not legal advice. You should not read this response to propose specific action or address specific circumstances, but only to give you a sense of general principles of law that might affect the situation you describe. Application of these general principles to particular circumstances must be done by a lawyer who has spoken with you in confidence, learned all relevant information, and explored various options. Before acting on these general principles, you should hire a lawyer licensed to practice law in the jurisdiction to which your question pertains.
The responses above are from individual Experts, not JustAnswer. The site and services are provided “as is”. To view the verified credential of an Expert, click on the “Verified” symbol in the Expert’s profile. This site is not for emergency questions which should be directed immediately by telephone or in-person to qualified professionals. Please carefully read the Terms of Service (last updated February 8, 2012).