# Chairman of Meeting and the Casting Vote
## Election of Chairman (where original chairman is unavailable)
If the chairman is not available, another person is elected by poll, and such person shall serve as chairman for the rest of the meeting.
## Casting Vote — What It Is
The casting vote is a right given to the chairman to cast a second (additional) vote when:
- The first vote is equal (tied), OR
- The AOA expressly so provides.
It operates as a tie-breaker.
## Where Casting Vote Applies
- Board Meetings — chairman has casting vote.
- General Meetings — chairman has casting vote ONLY if AOA permits.
### If AOA is Silent on Casting Vote
- If there is no provision in the AOA, or
- On a matter where there are equal votes,
the resolution is dropped (i.e., not passed).
## Exemption
This section is NOT applicable to a Private Company if it has not committed default under Sec. 92 (annual return) and Sec. 137 (financial statements), unless the AOA provides otherwise.
## Key Memory Hook
"Casting vote = the chairman's 'extra' vote, but only when the AOA allows it at general meetings. No AOA provision + a tie = resolution dies."