Ordinary Resolution
Introduction
An Ordinary Resolution is a proposal accepted by a majority of votes cast on a one-shareholder, one-vote basis, irrespective of shareholder class. If a poll is called by the minimum number of members specified in the rules (normally two or three), then voting is adjusted in accordance with Clauses 23 and 24 of the rules.
Clause 23 states:
Decisions at off-line General Meetings are made by passing resolutions with a show of hands, unless a poll is demanded by at least [3] members. At online General Meetings, decisions are made by approving a member proposal using the collaborative decision-making tools adopted by members.
a. For Ordinary Resolutions taken by a show of hands (or online vote), Founder, Labour, User and Investor shareholders have one vote each, irrespective of the number of shares held and irrespective of the class(s) of share held.
b. For Ordinary Resolutions involving a poll, and Special Resolutions, each member votes once, irrespective of the number of memberships held. Their vote counts toward the lowest numbered member class in which they hold membership (from the following list of member classes): 1 - Founder members 2 - Labour members 3 - User members 4 - Investor members
(For example, if a person is both a Founder and Labour member, their vote would only be counted once in the Founder member class.)
c. If a poll is requested by at least [Quorum Number] members, the chairperson must offer each shareholder class a chance to pass a Class Resolution in accordance with the provisions of Clause 25 before proceeding with the poll.
'Notes'
In FCA Approved Rules (approval pending), polls and special resolutions are both subject to weighted voting rules (Clause 24) to ensure that only eligible members can vote, and the total voting power of 'non-user' members is capped at a maximum of 25%.
In other legal forms, Clause 25 provides an opportunity for each member class to consider passing a resolution to convert an ordinary resolution into a special resolution. This provision ensures that any member class who believes the ordinary resolution would harm the legitimate interests of its members can require a larger majority in favour, and support from every member class, before the resolution is passed.
Clause 24 states:
On a show of hands, online vote, or poll, every member who is present in person or by proxy, has one vote.
a. In the event of a poll, the total number of Founder, Labour, User and Investor votes for and against the resolution will be recalculated using the following formulae (see clause 44 for [Investor Share Fraction]; see clause 40 for [Founder Share Fraction, Labour Share Fraction] and [User Share Fraction]:
i. [Investor Votes For] / [Investor Votes Cast] * [Investor Share Fraction]
ii. [Investor Votes Against] / [Investor Votes Cast] * [Investor Share Fraction]
iii. [Labour Votes For] / [Labour Votes Cast] * [Labour Share Fraction]
iv. [Labour Votes Against] / [Labour Votes Cast] * [Labour Share Fraction]
v. [User Votes For] / [User Votes Cast] * [User Share Fraction]
vi. [User Votes Against] / [User Votes Cast] * [User Share Fraction]
vii. [Founder Votes For] / [Founder Votes Cast] * [Founder Share Fraction]
viii. [Founder Votes Against] / [Founder Votes Cast] * [Founder Share Fraction]
b. The total vote for the resolution is the aggregate of i), iii), v) and vii)
c. The total vote against the resolution is the aggregate of ii), iv), vi) and viii)
d. For the resolution to pass, the aggregate of i), iii), v) and vii) must be greater than 0.5, otherwise the resolution is not passed.
Worked Example: of a ordinary resolution after a poll is called.
Investor Votes Cast: 30
Investor Votes For: 18 (= 18 / 30 * 30% = 18.0%)
Investor Votes Against: 12 (= 12 / 30 * 30% = 12.0%)
Investor Share Fraction: 30%
Labour Votes Cast: 17
Labour Votes For: 5 (= 5 / 17 * 35% = 10.3%)
Labour Votes Against: 12 (= 12 / 17 * 35% = 24.7%)
Labour Share Fraction: 35%
Customer Votes Cast: 170
Customer Votes For: 40 (= 40 / 170 * 35% = 8.2%)
Customer Votes Against: 130 (= 130 / 170 * 35% = 26.8%)
Customer Share Fraction: 35%
Stewardship Share Fraction: 0% (so Stewardship members vote with their Labour / Investor shares instead)
Total For = 18% + 10.3% + 8.2% = 36.5%
Total Against = 12% + 24.7% + 26.8% = 63.5%
The resolution is defeated.
(A spreadsheet is available from the FairShares Association to help work out the results of ordinary and special resolution voting).
Return to the FairShares Glossary.
