Majority Voting For Directors
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FAQ
When unqualified, a "majority vote" is taken to mean more than half of the votes cast. If 30 members were at a meeting, but only 20 votes were cast, a majority vote would be 11 votes.
There are two main ways to elect directors: by plurality vote or majority vote. A "plurality vote" means that the winning candidate only needs to get more votes than a competing candidate. If a director runs unopposed, he or she only needs one vote to be elected, so an "against" vote is meaningless.
In most legal systems, the appointment and removal of directors is voted upon by the shareholders in general meeting or through a proxy statement. For publicly traded companies in the U.S., the directors which are available to vote on are largely selected by either the board as a whole or a nominating committee.
By statute, ?Each director present and voting at a meeting shall have one vote on each matter presented to the board of directors for action at that meeting.? (Corp. Code § 7211(c).) This principle is also reflected in Robert's Rules of Order (11th ed., p.
Election and removal In most legal systems, the appointment and removal of directors is voted upon by the shareholders in general meeting or through a proxy statement.
