Also known as: majority vote · majority votes · majority rule
Written by attorneys · grounded in primary & secondary sources — see below
A voting system in which each participant casts one vote on a matter and approval occurs only when more than half the votes cast favor the proposition. The system applies to elections of representatives as well as to decisions by boards, associations, and legislative bodies. It produces binding outcomes once the threshold is crossed and treats abstentions as outside the count unless a governing document provides otherwise.
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Midwest Airlines contracted to purchase a warehouse from Momentum Capital. Before closing a fire destroyed the building. At a subsequent meeting of Momentum Capital's board the directors voted by majority to insist on closing. Because majority voting approved the decision the buyer remained obligated to perform and could not rescind the contract.
Shareholders of Metro Bank sued several directors for self-dealing. The board convened a meeting at which a quorum of qualified directors was present. By majority vote those directors determined that continuing the suit was not in the corporation's best interests. The court therefore dismissed the action.
Owners in a lakeside subdivision formed Crest Underwriters by majority vote of the lots. The association then voted by majority to require all members to purchase insurance through a designated carrier and to pay annual assessments. Anthony refused to pay. The court enforced the assessments because the majority decision was within the community's powers.
A bus driver glanced at a phone in violation of a regulatory ordinance. The resulting drift caused a cyclist to swerve into oncoming traffic and die. Under the majority approach the court asked whether death was a foreseeable result of the misdemeanor. Because a majority of jurisdictions apply that test the driver faced manslaughter liability.
After a demand letter the board of Pinnacle Manufacturing appointed a two-director committee of qualified directors. The committee recommended against pursuing claims. By majority vote of the committee the board adopted the recommendation. The court dismissed the derivative suit because the statutory procedure had been followed.
Signal proposed to acquire the remaining shares of UOP at twenty-one dollars per share. A majority of the minority shares approved the merger after full disclosure. The court nevertheless examined the entire fairness of the price because majority approval alone did not insulate the transaction from fiduciary review.
Majority voting requires more than half the votes cast for a candidate to win. Plurality voting elects the candidate with the most votes even if that total is less than a majority. Corporate governance reforms have shifted many public companies from plurality to majority voting so that a nominee who receives more votes against than for must tender a resignation.
Supporting sources
No. Under the Model Business Corporation Act a motion passes when more shares are voted in favor than against it. Abstentions are ignored in the numerator and denominator. Delaware's statute treats abstentions as votes against the motion because it requires a majority of shares present.
…than a void, act. Hence, the merger can be sustained, notwithstanding the infirmity of the Board's action, if its approval by majority vote of the shareholders is found to have been based on an informed electorate. Cf. Michelson v. Duncan , Del.Supr., 407 A.2d 211 (1979), aff'g in part and rev'g in part , Del.Ch., 386 A.2d…
…proper one in the sense of not being a subterfuge, and it was specifically held as a consequence that there was no misuse of the majority voting position and thus no violation of Singer in that regard. Yet it was still held that a further hearing was required, thus indicating that despite the fact that there was no misuse of its…
…the voting agreement by Outcalt and Shaw." With the assurance that Outcalt and Shaw would irrevocably agree to exercise their
…were to have managerial powers over the mineral estate in the reservation. Central to this selection was the requirement for "a
…judgment rule with respect to the Board's approval of the merger transaction; 2) the merger was ratified by a fully informed
Supporting sources
A common-interest community may exercise powers reasonably necessary to manage common property and administer servitudes by majority vote of the owners or through an association. The Restatement authorizes this collective action unless the declaration or statute provides otherwise.
The plaintiff must allege with particularity facts showing that the determination was not made in good faith or after a reasonable inquiry. A general allegation that the committee lacked independence is insufficient under the Model Business Corporation Act.