Voting Process
Voting Process & Escalation Procedure
This document formally defines the voting mechanics, resolution procedures, and deadlock escalation protocols for all corporate governance events at Arcscribe Ltd.
Escalation Diagram
Motions proposed during corporate events follow a strict hierarchical voting process. If a definitive majority cannot be reached at one level, the vote escalates to the next tier until a binding resolution is achieved.
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.