Genco Ltd was incorporated in 2015 and its directors are Kim, Joe and Ken. Kim also holds the title of 'Executive Advisor'. The company's 100 shares are held equally by the directors and and two non-director shareholders,Ben and Tom, each holding 20 shares. Genco Ltd had adopted the model articles with the following additional clauses:

1.1- Any resolution of the directors relating to the purchase of new premises shall be valid only with the agreement of any director holding the title of 'Executive Director'.

1.2- The company's Sales Manager shall receive an annual bonus equal to 5 % of the company's profits.

1.3- On any resolution to alter the company's share capital, any shares voted by Ben shall be allocated five votes per share on poll.

At the last board meeting, Joe & Ken voted in favour of Genco Ltd purchasing new premises for the business. Kim disagreed and sought to exercise his veto over such decisions but Joe & Ken have ignored this. The other shareholders, Ben & Tom support support Joe & Ken's decision.

All five shareholders believe that the company's sales manager's bonus is too high and propose altering the articles to pay him a bonus of only 2 %, although the sales manager's employment contract makes no separate provision for a bonus.

The three directors, Kim, Joe & Ken have proposed a resolution to consolidate the company's share capital into five shares, with each shareholder holding 1 share. Tom is happy to support this resolution but they are concerned that Ben is likely to demand five votes per share in accordance with the articles, which would prevent the resolution being passed.

Advise the parties