Does the chairman have a casting vote?

Voting arrangements will be specified in the organisation's Memorandum and Articles.

Some articles of association provide for the chairman to have an additional vote should votes at a meeting of members or directors result in a tie.

In fact, it has been common for the chairman to have a second or casting vote in the case of equality of votes. However, unless the articls of association confer such a vote upon him, a chairman has no casting vote merely by virtue of his office.

The concept of a chairman's casting vote in the event of a tied member vote is well-established in company law. It is provided for in regulation 50 of the UK's 1985 "Table A" model articles of association, which in turn has its origins in equivalent provisions dating from the mid-19th century.

However, because of a clause in the The Companies Act 2006, UK companies incorporated on or after 1 October 2007 cannot rely on a chairman's casting vote being provided for in their articles.

Directors should consult their M&A and consider taking legal advice.

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