Corporate Voting Deadlocks

If you are ever asked to draft corporate bylaws or an operating agreement on behalf of a client, I suggest that you add the following provision:

Voting Deadlock. In the event of a deadlock in the vote of the members or managers, the decision shall be made using the method of "paper, rock and scissors." A representative of each side of the issue shall face each other with their arms in a right angle of 90 degrees as the elbow with fists closed and the right fist on top of the left fist. An independent participant, if available, or either of the representatives will be responsible to count to three in approximately one (1) second intervals. With each count, each representative shall lightly touch the left fist with the right fist to the cadence of the count and, at the count of three, each representative will signify whether he or she is selecting "paper," "rock," or "scissors." "Paper" shall be represented by the right hand fully extended, palm down. "Rock" shall be represented by the right hand in a full fist. "Scissors" shall be represented with the right hand in a fist with the index and third finger extended. The outcome of the issue shall be decided by the representative who wins the contest by the best two out of three sessions using the following rules:

i. A display of paper defeats a display of rock;

ii. A display of rock defeats a display of scissors; and

iii. A display of scissors defeats a display of paper.

The winning representative shall decide the issue conclusively on behalf of the company.