Do the directors of the company vote in proportion to their capital contribution? (Special topic of Xie Heng legal adviser)

Q: In June this year, I invested 5 million yuan to set up a limited liability company with four shareholders. The registered capital of the company is RMB 6,543,800,000.00 Yuan, and I am the major shareholder, with a contribution ratio of 50%. Through consultation among shareholders, I am the chairman of the company, and the other four directors of the board of directors are concurrently held by other shareholders or appointed by others. When the board of directors held its first meeting recently, there was a dispute over voting rights. I think the board of directors should allocate voting rights according to the proportion of shareholders' capital contribution. The other four directors held strong objections. They think that the voting system of directors should be one person, one vote. Now the two sides are at loggerheads on this issue. Excuse me, Mr. Xie, which method is allowed by law? Thank you, Lawyer Xie Heng, for your answer: Unlike shareholders who exercise their voting rights in proportion to their capital contribution at the shareholders' meeting (unless otherwise stipulated in the articles of association), both limited liability companies and joint stock limited companies adopt the one-person-one-vote system to vote on the resolutions of the board of directors. According to the provisions of Articles 49 and 112 of the Company Law of our country, the resolution of the board of directors implements the one-person-one-vote system, that is, all members of the board of directors, including the chairman and vice chairman of the company, have only one vote. Although the company law restricts the voting method of the resolutions of the company's board of directors, for limited liability companies, the company law allows the articles of association of limited liability companies to supplement the discussion methods and voting procedures of other boards of directors. Therefore, the shareholders of a limited liability company can use the opportunity of formulating or amending the articles of association to stipulate the discussion methods and voting procedures of the board of directors to protect their own interests. In addition, because the directors are elected by the general meeting of shareholders, shareholders can also use the voting advantage to actually influence the personnel layout of the board of directors. According to the experience of legal counsel, lawyer Xie Heng suggested that shareholders can specify the following important contents related to the voting of the board of directors in the articles of association: (1) What percentage of directors should be present on the board of directors before the meeting can be held effectively; (2) Whether the voting of the board of directors is based on all directors or directors present; (3) The number of votes passed by the general voting motion of the board of directors;