How does voting work when spouses disagree?

Corporate shares are often owned of record in the names of two or more persons, such as members of a partnership, joint tenants, tenants in common, tenants by the entirety, spouses as community property, voting trustees, or other fiduciaries. Such shares may be the subject of a shareholders’ agreement governing how the shares are to be voted. If written notice and a copy of the shareholders’ agreement, or any other document controlling how the shares are to be voted, are provided to the secretary of the corporation, then the shares are voted in accordance with the procedures specified in the agreement. If, however, there is no such agreement or the secretary is not provided with written notice of the voting arrangement, then shares in the names of two or more persons are voted as follows: (1) if only one person votes, then that person’s act binds all of the persons named; (2) if more than one person votes, then the act of the majority binds all of the named persons; (3) if more than one person votes, but the vote is evenly split on any particular matter, then each faction may vote its shares proportionately. Cal. Corp. Code § 704(a). If the shares are owned by two or more persons in unequal interests, then a majority or even split for the purpose of this procedure is determined by the interests owned, not the number of persons who own the shares.