Class Resolution
A Class Resolution is a proposal accepted by a majority of votes cast in one shareholder class on a one-shareholder, one-vote basis.
A number of decisions can be influenced by a Class Resolution. The Articles of Association specify Class Resolutions in the following clauses:
Clause 13(e) permits a single shareholder class to pass a Class Resolution that asks for the re-valuation of a company/co-operative asset.
Clause 23(c) requires the chairperson of a General Meeting to offer each shareholder class a chance to pass a Class Resolution in accordance with the provisions of Clause 25 before proceeding to the poll request by at least [2] members. Clause 25 states:
"A Class Resolution passed by any shareholder class can amend an Ordinary Resolution so that it becomes a Special Resolution (with the exception of contract terminations described in clause 51)".
Clause 31(f) states:
"A director may be removed from office at any General Meeting by a Class Resolution of a shareholder class that elected him or her, or by Ordinary Resolution."
Clause 34(c) defines the rights of Labour Shareholders to control the ratio between the highest and lowest paid members of staff. It states:
"If the company issues contracts of employment to members of staff, the maximum ratio between the hourly rate of the highest and lowest paid member of staff shall be [3:1]. This ratio can only be amended by a Class Resolution in a meeting of Labour Shareholders. This ratio may not be amended by Ordinary Resolution."
Similarly, in Clause 49, a Class Resolution of Labour Shareholders is required in the event that Labour Contracts are re-evaluated. It states:
"In the event that a labour contract revaluation leads to a breach of the ratio between the highest and lowest paid member of staff (as set in clause 34(c)) the revalution will only be applied if labour shareholders pass a Class Resolution adjusting the ratio to permit the new level of pay. Until such time as a Class Resolution is passed, the maximum pay permissible is capped in accordance with the current ratio (e.g. if the ratio is 3:1, the maximum pay is 3x the lowest paid)."
Clause 51(a) limits the use of a Class Resolution during decisions to terminate a person's membership. It states:
"Termination is subject to the satisfaction of all lawful terms contained in the member’s employment and/or trading contract(s). A resolution to terminate an employment or supplier contract, or company membership, cannot be modified by Class Resolution to become a Special Resolution (clause 25 does not apply)."
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