Voting Process

Voting Process & Escalation Procedure

Escalation Diagram

Phase 1: Board of Directors

     Current Members:

     Harvey Washington (Chairperson)

     Isaac Marshall (Commercial Director)

     Technical Director

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If Deadlocked

↓

Phase 2: Ordinary Shareholders

General majority vote (50% + 1) required among all registered ordinary shareholders.

↓

If Absolute Tie Persists

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Phase 3: Board of Shareholders

Deadlock resolution via strict alphabetical class escalation:

     Class A → Class B → Class C → Class D → Class E → Class F

Phase 1: Board of Directors

All motions, including operational changes, hardware acquisitions, and commercial partnerships, are first brought before the active Board of Directors.

• Quorum Required: A majority of active board members must be present.
• Resolution: A simple majority is required to pass or reject the motion.
• Deadlock Trigger: If a vote results in a tie (or if board members abstain, resulting in no clear majority), the motion immediately escalates to Phase 2.

Phase 2: Ordinary Shareholders

Motions deadlocked at the Board level are presented to the Ordinary Shareholders for a general vote.

• Quorum Required: At least 50% of registered ordinary shareholders must cast a vote (in person or by proxy).
• Resolution: A simple majority (50% + 1) dictates the outcome.
• Deadlock Trigger: If the Ordinary Shareholders are evenly split, the standard voting mechanisms are exhausted, and the motion escalates to the final tie-breaking procedure in Phase 3.

Phase 3: Board of Shareholders (Deadlock Resolution)

In the event of an absolute deadlock, the Board of Shareholders utilizes a tiered, class-based voting system to force a resolution. Voting power cascades down through the share classes strictly in alphabetical order until a majority is established.

Share Class	Tier	Escalation Protocol
Class A	Primary Tie-Breaker	Class A shareholders cast their votes. If a majority is reached within this class, the motion is resolved. If Class A is tied or unavailable, escalate.
Class B	Secondary Tier	Class B shareholders vote. If a majority is reached, the motion is resolved. If tied, escalate.
Class C	Tertiary Tier	Class C shareholders vote. If a majority is reached, the motion is resolved. If tied, escalate.
Class D	Quaternary Tier	Class D shareholders vote. If a majority is reached, the motion is resolved. If tied, escalate.
Class E	Quinary Tier	Class E shareholders vote. If a majority is reached, the motion is resolved. If tied, escalate.
Class F	Final Tier	Class F shareholders cast the final vote. Decisions reached at this tier are binding and cannot be further escalated.

Voting Mechanics & Compliance

• Votes must be formally logged in the master ledger along with the specific phase and class that finalized the decision.
• Preliminary confidence votes regarding sitting Directors follow this exact same escalation path.
• Appeals (e.g., regarding disciplinary actions) are fast-tracked to the Board of Shareholders if Phase 1 cannot achieve a majority.