Infractions and Penalties

This document establishes the comprehensive disciplinary framework for Arcscribe Ltd. To ensure clear corporate governance and professional day-to-day operations, infractions are divided into two distinct domains: In-Meeting Conduct (pertaining strictly to behavior during QGMs, EGMs, and AGMs) and Out-of-Meeting Conduct (pertaining to daily employment and operational duties).

Part 1: In-Meeting Conduct

These tiers apply exclusively to the behavior and actions of shareholders, directors, and observers while a formal corporate governance event is in session.

Escalation Rule

Strict Escalation: The accumulation of exactly two (2) Minor Infractions within a single meeting or across a single fiscal year automatically converts into one (1) Major Infraction.

Meeting Disciplinary Tiers

Tier 1: Minor Meeting Infraction

     Penalty: Minor Warning logged in the meeting ledger.

     Reasons include:
     * Speaking out of turn or talking over the designated Chairperson.
     * Failure to prepare assigned departmental updates for the agenda.
     * Engaging in distracting side-conversations.
     * Bringing unapproved guests or unauthorized observers into the boardroom.

Tier 2: Major Meeting Infraction

     Penalty: Major Warning logged in the ledger; triggers an immediate formal review.

     Reasons include:
     * Accumulating two (2) Minor Warnings.
     * Use of profane, abusive, or highly unprofessional language directed at another shareholder.
     * Refusal to yield the floor when formally requested by the Chair.
     * Leaving the meeting early without the quorum being officially dismissed.

Tier 3: Severe Governance Breach

     Penalty: Immediate ejection from the current meeting; suspension of voting rights for the remainder of the session.

     Reasons include:
     * Intentionally walking out of a session specifically to break quorum and stall a vote.
     * Refusal to comply with a formally ratified Board resolution just passed.
     * Physical intimidation or aggressive posturing within the boardroom.

Tier 4: Critical Corporate Subversion

     Penalty: Board Expulsion and permanent stripping of Class voting rights.

     Reasons include:
     * Covertly recording confidential QGM/EGM proceedings without unanimous consent.
     * Falsifying proxy votes or manipulating the master ledger/meeting minutes.
     * Deliberate destruction of corporate governance documents.

Part 2: Out-of-Meeting (Operational) Conduct

This framework applies to the day-to-day employment, commercial duties, and technical responsibilities of all Arcscribe Ltd staff and Directors outside of formal governance sessions.

Operational Disciplinary Levels

Level A: Operational Minor

Addressed via a written reprimand from the offender's direct manager or a sitting Director.

• Lateness to client calls or internal operational stand-ups.
• Poor internal communication (e.g., ignoring Slack/email directives for over 48 hours).
• Improper use or monopolization of 18 Colegate office amenities, including the office showers.
• Minor dress code violations when representing the company to external partners.

Level B: Operational Major

Addressed via a formal HR disciplinary hearing and logged on the employee's permanent record.

• Unauthorized acquisition or deployment of company hardware (e.g., purchasing servers without Phase 1 approval).
• Bypassing established software licensing frameworks with external clients (e.g., Norfolk Cleaners Ltd).
• Unauthorized remote access to sensitive technical infrastructure.
• Missing critical project delivery deadlines due to gross negligence.

Level C: Gross Misconduct

Addressed via immediate suspension pending an Emergency General Meeting (EGM) for termination.

• Embezzlement, corporate fraud, or theft of Arcscribe Ltd assets.
• Malicious sabotage of the company's codebase, network infrastructure, or physical office space.
• Extreme breaches of Non-Disclosure Agreements (NDAs) regarding proprietary whitelabel products.

Recording Penalties

All formal meeting penalties are tracked publicly on the corporate wiki via the Infobox templates. Out-of-meeting penalties are stored securely in internal HR drives, though Level C infractions will trigger a public EGM.

Penalty	Ledger Indicator	Applicability
Minor Warning	Highlighted Yellow	In-Meeting Only
Major Warning	Highlighted Red	In-Meeting Only
Expulsion / Struck	Struck-through	Both

Recourse & Appeals

Any disciplinary action—whether applied in a meeting or operationally—may be contested. All appeals must be routed through the procedures defined in the Appeal Process. Operational appeals are reviewed by the Board of Directors, while severe Meeting appeals may be fast-tracked to the Board of Shareholders.