Governance
DETIO FOUNDATION LTD is a not-for-profit public company limited by guarantee (ACN 699 651 771), established for charitable and public-benefit purposes, and it may apply to be registered as a charity with the ACNC. Its constitution is deliberately structured so that neither money, nor majorities, nor time can quietly redirect the foundation away from its purposes.
Plain-language summary with clause references. The signed constitution is the authoritative instrument. cl 2.1 cl 2.2
01Structure
Three tiers: a small membership with weighted votes, a board of at least three directors, and a set of Protected Provisions that neither tier can casually amend.
02Part 3 — members
The constitution names Jonathan Amir Samuel Philipos as the Founding Member cl 11.2, holding two votes at general meetings cl 14.1.1. The Founding Member's membership and voting class are permanent — they cannot be relinquished, transferred, or removed except on legal death or where mandatory law requires cl 17.2. Incapacity alone does not end membership; a lawful representative may exercise membership rights, but never director duties cl 17.4 cl 21.7.
The foundation may have at most two Ordinary Members cl 11.3, each with one vote cl 14.1.2. Admission requires a written application from an adult Australian resident who supports the purposes cl 13.1, acceptance by the directors, and prior Founding Member Consent cl 11.5 cl 13.2. Membership cannot be transferred cl 16.1, and each member's guarantee on winding up is capped at $444 cl 63.1.
03Part 4 — directors
The Founding Member holds the Permanent Director seat while eligible cl 21.1 cl 21.2 and chairs meetings cl 25.1 — without a casting vote cl 25.3. The seat never overrides mandatory law: removal and disqualification provisions of the Corporations Act and ACNC standards always prevail cl 21.8.
At least two Temporary Directors serve two-year terms cl 19.3 cl 22.1, capped at ten consecutive years unless members resolve otherwise cl 22.2. The Founding Member may appoint or nominate one Founder-Appointed Temporary Director by written notice cl 23.2; other elections and casual-vacancy appointments require Founding Member Consent cl 23.3 cl 23.4.
Directors owe the usual statutory duties plus a constitutional duty to protect the Transferred Assets from private capture cl 29.1.7. Related-party matters involving the Founding Member must be reviewed by independent legal and accounting advisers and approved by non-conflicted directors cl 30.4 cl 30.5. Emergency appointments to restore the legal minimum expire within 60 days cl 23.6.
Founder remuneration is itself constitutionally constrained: the Permanent Director's salary is capped at the lowest lawful minimum wage for the work actually performed, with no sitting fees and no accrued-salary or deferred-compensation mechanism cl 41.2 cl 41.3 cl 41.5 — a Protected Provision sch 1.
04Clause 18 & Schedule 1
Schedule 1 lists twenty Protected Provisions. Amending any of them requires a special resolution and the Founding Member's written consent — and even then, no amendment may make the foundation for-profit or strip its public-benefit purposes.
A Protected Provision can only be amended if the Corporations Act's requirements are satisfied (including a 75% special resolution), the Founding Member gives written consent, and the amendment does not end the foundation's not-for-profit or public-benefit character cl 18.3. This entrenchment relies on sections 136(3)–(4) of the Corporations Act.
Any amendment that would allow private distribution, permit private use of Transferred Assets, or weaken a Protected Provision without meeting that bar has no effect cl 18.2. The only override is mandatory law, a court, a regulator, or the ACNC cl 18.4.
05Clause 18A
Certain decisions cannot be approved or implemented by anyone — board, members, delegates, or subsidiaries — without prior Founding Member Consent.
Admitting members, new member classes, or changing member voting or quorum rules
Appointing or filling any Temporary Director seat (outside 60-day emergencies)
Materially transferring, licensing, encumbering, or disposing of a Transferred Asset outside the ordinary course
Changing the technology-stewardship model, patent strategy, open-source strategy, token policy, or anti-capture controls
Restructuring subsidiaries, including DET-IO Pty Ltd
Mergers or transactions materially changing control of the company or the Transferred Assets
Choosing the recipient of surplus assets on winding up
Anything that would impair a Protected Provision, a Founding Member right, or the public-benefit lock
Consent may be withheld at the Founding Member's discretion — but the same clause forbids using it for private benefit, to breach directors' duties, to cause insolvency, or to override mandatory law cl 18A.3. The gate is a brake against capture, not a steering wheel for private interest.
06Part 5 — assets
The foundation is intended to own and steward the Transferred Assets — Founder IP, DET-IO Pty Ltd IP and digital assets, VirtEngine, and DSEMA — for the benefit of humanity and the general public cl 31.1. It must seek ownership or sufficient licences to both programs and all their patent rights, improvements, and digital assets cl 32.1.
The Founding Member must execute all instruments needed to vest Founder IP and digital assets in the foundation cl 33.1, including a present agreement to assign future IP cl 33.3. Anything that cannot yet be assigned is held on trust for the foundation with an irrevocable royalty-free licence in the meantime cl 33.4.
The predecessor company may remain as a subsidiary for activities not suited to the foundation directly cl 36.1, under a transfer program moving its IP and digital assets to the foundation via separate signed instruments cl 34 cl 35. No restructure of it may move Transferred Assets away for private benefit cl 36.3.
07Part 13 — winding up
If the foundation is ever wound up, members receive nothing. Surplus assets must go to one or more ACNC-registered charities with compatible purposes, equal or stronger non-distribution rules, and the capacity to lawfully steward the Transferred Assets.
The recipient of VirtEngine, DSEMA, and related Transferred Assets should, where reasonably possible, be capable of maintaining the public-benefit, privacy-preserving, and anti-private-capture principles of the constitution cl 62.2. The recipient is chosen by special resolution — a Reserved Matter — or failing that by the directors, or by application to the Supreme Court for directions cl 62.3. Distribution to members is prohibited unless the member is itself a qualifying charity cl 61.1.
The foundation is established to operate for charitable and public-benefit purposes and may apply to be registered as a charity with the Australian Charities and Not-for-profits Commission cl 2.2. It is not currently registered, and this site makes no claim that it is.
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