What is a casting vote in a board of directors?

A casting vote is an extra vote held by the chairperson (or another designated person) that can be used to break a tie when the board is evenly split on a decision.

Is a casting vote the same as a tiebreaker vote?

Yes, a casting vote and a tiebreaker vote are the same concept. The term "casting vote" is more commonly used in formal corporate governance documents.

Can a casting vote override a supermajority requirement?

Generally no. Supermajority requirements set a higher threshold for approval, and a casting vote typically only applies to decisions requiring a simple majority where a tie occurs.

Casting Vote in Contracts: Breaking the Tie

What Is a Casting Vote?

A casting vote is an additional vote granted to a specific person — usually a chairperson, managing partner, or designated director — to break a tie when a board or membership vote results in an equal split. The holder of the casting vote effectively has double voting power in deadlock situations.

How It Works

A decision is put to a vote among board members, partners, or shareholders
The vote results in a tie (e.g., 3 in favor, 3 against)
The designated person exercises their casting vote to break the deadlock
The decision passes or fails based on that additional vote

Where Casting Votes Appear

Corporate bylaws — the board chairperson often holds a casting vote
Partnership agreements — the managing partner may have tie-breaking authority
Joint venture agreements — one party's representative may be given a casting vote on specific matters
Committee charters — committee chairs may hold a casting vote for internal governance

Important Considerations

Scope limitations — some agreements restrict the casting vote to certain types of decisions (operational matters but not fundamental changes)
Who holds it — an independent chairperson's casting vote is very different from a party-affiliated director's casting vote
Relationship to other mechanisms — a casting vote may coexist with supermajority requirements, which it typically cannot override

Potential Concerns

A casting vote concentrates significant power in one person. If the chairperson is affiliated with one side, it effectively gives that side permanent control over tied decisions. This can undermine the protections that equal representation is meant to provide.

When to Consult a Lawyer

Consider consulting an attorney when negotiating who holds the casting vote, especially in joint ventures or partnerships where both parties have equal representation.

This article is for informational purposes only and does not constitute legal advice. Consult a licensed attorney for guidance specific to your situation.