01 Meetings, records, and disputes
General meetings and quorum
cl 43.1cl 44.1cl 45.1cl 45.2cl 46.1
The company must take reasonable steps to be accountable to members, including an annual general meeting or an annual report on activities and finances. General meetings require at least 21 days' written notice including the wording of any special resolution. The quorum is members holding more than 50 percent of total votes able to be cast — and a meeting considering a Protected Matter must include the Founding Member or their lawful representative, unless mandatory law requires otherwise. Meetings may be hybrid or fully virtual if the technology gives participants a reasonable opportunity to participate.
02 Meetings, records, and disputes
Directors' meetings and written resolutions
cl 48.1cl 48.2cl 48.3cl 48.4
Any director may call a board meeting on reasonable notice; quorum is two. For related-party matters involving the Founding Member, DET-IO Pty Ltd, a member, or their associates, the quorum must include at least one non-conflicted director. Directors may pass resolutions in writing if all directors entitled to vote agree.
03 Meetings, records, and disputes
Disputes: mediation before escalation
cl 49.2cl 49.3cl 49.4cl 50.1cl 50.2cl 50.3cl 50.4
Disputes under the constitution go through a staged pathway: fourteen days of good-faith direct resolution, then mediation, with the mediator appointed by the president of the relevant state law society if the parties cannot agree. Discipline of Ordinary Members requires fourteen days' written notice of the allegations, the proposed action, and the meeting, plus a reasonable opportunity to respond. The directors cannot fine a member, and the Founding Member cannot be expelled except as clause 17 permits.
04 Meetings, records, and disputes
Records that match the mission
cl 52.1cl 53.1cl 53.3cl 53.4cl 54.1
Beyond ordinary minutes and financial records, clause 53.3 requires records of operations, Transferred Assets, IP, digital assets, assignments, licences, keys, custody arrangements, repositories, conflicts, and related-party transactions — the full audit trail of a technology steward, kept at least seven years. Members may inspect the register of members as permitted by law, and the directors may grant broader access, including redacted access where appropriate.