Voting

A share’s vote and its economics are independent. A founder’s super-voting common might carry ten votes a share and no liquidation preference; a non-voting class might hold real economic value and no vote at all. Voting computes votes, not ownership percentage - your fully-diluted ownership table is still the place for that.

Voting power is not ownership

Each class carries a voting ratio relative to common (1.0 means one vote a share, same as common). Voting power is shares × that ratio. A convertible you hold - a SAFE, a note, an unexercised warrant - carries no vote until it converts or is exercised, so it never appears on this page; it is not “outstanding stock” yet under Delaware law. A class marked voting-only on your cap table (control with no economic claim, a common founder structure) still counts its votes here - voting and economics are two different questions, and this page only answers the first.

The thresholds below are Delaware law. A British Virgin Islands company sees the BVI Business Companies Act’s resolution rules instead, with a votes-cast check for a meeting; see BVI companies.

Who can see this page

Vote shares reveal who can block or force a decision - more sensitive than an ordinary ownership percentage. Voting is visible to your company’s admins and the people on your voting board roster, matched by the e-mail address they sign in with. Everyone else - including an EDITOR who is not a director - does not see the nav item or the page. Sending a consent from this page is narrower still: it needs the EDITOR role (or ADMIN), same as sending one from Board approvals. A director on the voting board who isn’t an EDITOR sees everything on this page, including live tracking, just not the send form.

Filter by share class

With no filter, Voting shows every voting class and every holder’s company-wide voting percentage. Select one or more classes - “show me Series A only” - and the holder table, the class subtotal, the calculator’s denominator, and the send form below all narrow to those classes. There is one class selection on this page, not two that could disagree: “who votes,” “who clears the threshold,” and “who do I send this to” all read the same filter.

The majority calculator

Three threshold types, because they come from three different rules and answer different questions:

• A majority of outstanding voting shares - the default rule for a stockholder written consent (Delaware General Corporation Law §228(a)): more than half of every voting share outstanding (or the filtered classes’ combined vote, if you’ve selected some).
• A single class voting separately - some charter amendments need a class to approve on its own, by statute, whether or not your certificate says so (DGCL §242(b)(2)). Select one class to check whether it alone clears a majority of itself.
• Preferred as one class, as-converted, at a percentage you set - charter-defined “Requisite Holders” provisions (the NVCA model certificate) typically need a stated percentage of all preferred, voting together, on an as-converted basis. Tenacap does not read your charter, so you type the percentage in - 50% plus one share by default, or a two-thirds (or other) threshold your financing requires. When you filter to one preferred class and that class has a stored threshold (below), the field is pre-filled with it; you can still type a different number for one calculation without changing what’s stored.

Storing a financing’s threshold

An admin can save a financing’s Requisite Holders threshold - a percentage, free text (e.g. “a majority of Series A voting as a class”), or both - so it doesn’t need retyping every time someone runs the calculator. It’s a plain stored value, not a reading of your actual charter, and it’s always just a default: anyone running the calculator can still type a different number for that one run. Clearing it removes the default without affecting anything already sent.

For whichever threshold you run, Voting shows the number of votes - and the equivalent share count - needed to clear it, and ranks every holder in the denominator largest first with a running total, so you can read down the list and see which investors get you there.

Send a consent from here

“Send a consent” below the calculator sends the same written consent Board approvals sends - one tokenized signing link per holder, through Tenacap’s own e-sign - to the set the filter above is currently showing. There is no separate audience picker in the form: change who it goes to by changing the class filter above.

If a majority calculator is running when you send, you can opt the consent into vote-weighted completion: it finishes the moment signed shares clear that threshold (DGCL §228(a)) rather than waiting for every recipient to respond. Turning this on also authorizes one automatic e-mail to every recipient - signed or not - the moment the threshold clears, telling them it’s done and giving anyone who hasn’t signed yet 5 more days to add their signature if they want to. The send button’s confirmation says so before anything goes out; leaving the option off keeps the consent on the ordinary rule, completing once every recipient has answered.

Live tracking against the threshold

“Consent requests” lists every stockholder consent this company has sent - from here or from Board approvals - with the plain headcount (signers who signed over signers asked) and, for one sent with a threshold, the real vote tally: shares signed so far against the shares the threshold needs, and whether it has cleared. This is a read-only view computed from the vote weight each signer had at send time - it never changes what “Completed” means on the request itself, and the full detail (declines, the signed PDF once complete) still lives on Board approvals.