01 Directors and the Permanent Director
Board structure
cl 19.1cl 19.2cl 19.3cl 22.1cl 22.2
The company must have at least three directors, with at least two ordinarily resident in Australia. The board comprises the Permanent Director and at least two Temporary Directors. Temporary Directors serve two-year terms, may be re-elected, and are capped at ten consecutive years unless the members resolve otherwise — a built-in renewal mechanism for every seat except one.
02 Directors and the Permanent Director
The Permanent Director seat — and its legal limits
cl 21.1cl 21.2cl 21.4cl 21.7cl 21.8
The first Permanent Director is the Founding Member, Jonathan Amir Samuel Philipos, and the seat is attached to the Founding Member while eligible. The constitution is explicit about what the seat is not: it does not limit the mandatory director-removal provisions of the Corporations Act (sections 203D and 203E), disqualification law, ACNC Governance Standards, or any court or regulator order.
If mandatory law prevents the Permanent Director from acting — including during incapacity — the seat is treated as unavailable to the extent the law requires, and the other directors may appoint an acting director or caretaker for the minimum period and scope necessary. A representative exercising the Founding Member's membership rights may never exercise director duties or board votes on their behalf: member rights are representable, director duties are personal.
03 Directors and the Permanent Director
Appointments and the emergency procedure
cl 23.2cl 23.3cl 23.4cl 23.6cl 24.1
The Founding Member may appoint (or, where the Act requires, nominate) one Founder-Appointed Temporary Director by written notice. All other Temporary Director elections and casual-vacancy appointments require prior Founding Member Consent. If the board falls below the statutory minimum and consent cannot be obtained in time, the continuing directors may make an emergency appointment — which self-destructs at the earliest of 60 days, the next general meeting, or the date consent is refused.
If there are fewer than three directors, clause 24 restricts the continuing directors to emergencies, asset preservation, restoring the minimum, or calling a general meeting — an understaffed board cannot govern expansively.
04 Directors and the Permanent Director
Duties, conflicts, and the chair
cl 25.3cl 26.3cl 29.1cl 30.3cl 30.4cl 30.5
Directors carry the standard statutory and general-law duties — care and diligence, good faith in the company's best interests and purposes, no misuse of position or information, disclosure of conflicts, responsible financial management, no insolvent trading — plus one purpose-built duty: to protect the Transferred Assets from private capture or misuse (clause 29.1.7).
The conflicts regime has teeth where this constitution most needs it: clauses concerning the Founding Member's salary, employment benefits, IP transfer, and DET-IO Pty Ltd arrangements are related-party matters that must be reviewed by independent legal and accounting advisers before implementation, and approved by non-conflicted directors. The Permanent Director chairs while in office but has no casting vote; tied resolutions fail — at both member and board level.