Culver City, CA asked in Business Law for California

Q: Does 50 % shareholder with tie-breaking vote elect all officers? Do I really have any deciding say in board meetings?

I am one of three directors. Since he had the tie-breaking vote, he picked the other two.

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1 Lawyer Answer
Kenneth Sisco
Kenneth Sisco
  • Norco, CA
  • Licensed in California

A: You don't say where your corporation is incorporated, but as far as I know, upon organization, the shareholders can draft their by-laws and share holder's agreement anyway they want. If you agree that this 50% shareholder has the deciding vote, then you are stuck with it. Typically the Shareholders appoint the Directors who appoint the officers. If you are a Director, you always have a say, but you can be fired at any time, if the organizational docs allow it.

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