Also known as:weighted votes · weighted voting · weighted voting system
Written by attorneys · grounded in primary & secondary sources — see below
An arrangement under which particular shareholders or directors cast votes that receive greater weight than those of others in corporate decision-making. The mechanism reallocates authority over specified matters by assigning multiple votes to designated participants or committees.
Sources & Authorities· 1 primary source
Select any source to read its text and confirm it supports the definition.
Model Codes
Dictionaries
How it applies
Common Examples
5
Weighted Committee Vote on Franchises
Watershed Pharmaceuticals shareholders signed a written agreement delivered to the corporation requiring any new franchise decision to go through a three-director Franchise Committee where Director X's vote counts as three and the others count as one each. The full board later approved franchises by ordinary majority vote without committee action. Wanda Weaver sued to invalidate the approvals because the board bypassed the weighted committee process required by the agreement.
Legislative Apportionment Challenge
State legislators drew districts giving rural counties disproportionate representation so that a rural voter's ballot carried more effective weight than an urban voter's ballot. Wilma Wright, an urban resident, sued claiming the scheme impaired the right to an adequately weighted vote. The court examined whether the population deviations violated equal protection.
Reynolds v. Sims377 U.S. 533 (1964)
Landowner Voting in Water District
A water storage district limited voting for its board to landowners and assigned votes in proportion to acreage owned. Wayne Walker, a non-landowner resident, challenged the system after large corporate landowners secured permanent control. The court considered whether the weighted acreage scheme satisfied equal protection.
Salyer Land Co. v. Tulare Lake Basin Water Storage District410 U.S. 719 (1973)
Age-Based Voting Restriction
A state law permitted only taxpayers over twenty-one to vote on certain bond issues, effectively giving their ballots greater weight on fiscal matters than those of younger citizens. Winter Wolfe, an eighteen-year-old resident, sued claiming the restriction denied equal voting weight. The court assessed the constitutionality of the age and property qualifications.
Oregon v. Mitchell400 U.S. 112 (1970).
Partisan Gerrymandering Claim
State mapmakers drew legislative districts that concentrated opposition voters into a few districts while spreading supporters across many, diluting the weight of opposition ballots. Winona Walsh, a voter in a packed district, sued alleging the plan impaired the right to an equally weighted vote. The court evaluated whether the partisan skew created a justiciable injury.
Gill v. Whitford585 U.S. _, 137 S. Ct. 2268 (2018)
Common questions
Frequently Asked
5
What formal requirements must a shareholder agreement satisfy to create weighted voting on specific corporate matters?+
The agreement must be in writing and signed by all shareholders at the time it is made. It must also be made known to the corporation. Once these steps are completed the weighted voting arrangement is effective even if it conflicts with default bylaws or statutory rules on director voting.
Supporting sources
Does failure to note the weighted voting agreement on stock certificates invalidate the arrangement?+
No. The statute expressly provides that omission of certificate notation does not affect the validity of the agreement or any action taken under it. Shareholders who signed the agreement remain bound regardless of the missing notation.
Supporting sources
Can a later shareholder challenge a weighted voting agreement that was valid when adopted?+
A later purchaser generally takes subject to a properly adopted agreement. The statute focuses on unanimous consent among shareholders at the time of formation and actual knowledge by the corporation rather than requiring fresh ratification by each new owner.
Supporting sources
Does weighted voting among directors violate public policy?+
No. Modern statutes expressly authorize shareholder agreements that assign different voting weights to directors on designated subjects. Such arrangements are enforceable provided they meet the formation requirements and do not contravene other public policy limits.
Supporting sources
How does a weighted voting agreement interact with the board's ordinary management authority?+
The agreement can withdraw specified decisions from the full board and assign them to a committee or weighted body. The board must follow the reallocated process on those matters even though directors normally hold broad management powers under default rules.
Supporting sources
or the exclusion of otherwise qualified citizens from the franchise."[^maj-6] Id. , at 209. And as recently as November 9, 1970, we summarily affirmed a district court decision (310 F.…
weighted voting
or the exclusion of otherwise qualified citizens from the franchise.” Provisions authorizing a selective franchise are disfavored, because they “always pose the danger of denying some…
weighted vote
is part of the one-person, one-
vote
right that we have recognized. But the majority declines to find such a right in the Equal Protection Clause. Ante, at 1132-1133. Rather, the majority…
weighted voting
was outlawed. Rather, it allowed a county unit
system
to be used in weighting the
votes
if the
system
showed no greater disparity against a county than exists against any State in the…
Business Associations Corporations and LlcsClose corporations and special control devices · Special agreements allocating authorityUBEFoundational