The founding instrument
DETIO FOUNDATION LTD is literally defined by one document — a signed constitution of thirteen parts and a schedule of twenty entrenched Protected Provisions. This explorer translates it into plain language, with exact clause citations you can check against the instrument.
01Topic guide
Each topic page summarises the relevant clauses in plain language, cites them precisely, and explains why the mechanism exists. The signed instrument prevails over every word of ours.
01 · Parts 1–2 · clauses 1–6
The foundation is a not-for-profit public company limited by guarantee established only for charitable, public-benefit purposes. Clause 6 defines four purpose pillars, and clause 2.3 prohibits operating for private commercial interests — before a single Protected Provision is even counted.
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02 · Parts 2 & 7 · clauses 8–9, 41–42
Income and assets must be applied solely to the charitable purposes. Distributions to members, directors, founders, or related parties are prohibited, commercial activity is permitted only as a funding mechanism, and the Founding Member's own salary is constitutionally capped at the minimum lawful wage.
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03 · Part 3 · clauses 11–17
Two member classes — the Founding Member (two votes) and at most two Ordinary Members (one vote each). Admission requires written application, director acceptance, and prior Founding Member consent. Membership cannot be transferred, and the Founding Member's membership is permanent.
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04 · Clause 18 & Schedule 1
The constitution can be amended by special resolution, but amendments that would defeat the not-for-profit character are void, and the twenty Protected Provisions in Schedule 1 are entrenched under sections 136(3)–(4) of the Corporations Act: they require both a special resolution and the Founding Member's written consent.
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05 · Clause 18A
Clause 18A enumerates eight categories of high-stakes decisions — from admitting members to disposing of Transferred Assets to restructuring subsidiaries — that require prior written Founding Member Consent, with honest carve-outs for mandatory law, courts, regulators, and the ACNC.
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06 · Part 4 · clauses 19–30
A board of at least three directors — one Permanent Director seat attached to the Founding Member, plus Temporary Directors on two-year terms capped at ten consecutive years — governed by statutory duties, a conflicts regime, and an explicit duty to protect the Transferred Assets from private capture.
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07 · Part 5 · clauses 31–37
Part 5 obliges the company to own or control VirtEngine, DSEMA, and related assets for public benefit; obliges the Founding Member to transfer Founder IP (with a trust-and-licence fallback); records the intended DET-IO Pty Ltd transfer honestly; and sets binding preferences for open, capture-resistant licensing.
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08 · Part 6 · clauses 38–40
Part 6 translates the public-benefit lock into protocol engineering: economic value must be structurally separated from governance so capital cannot buy control; privacy-by-design is mandatory; and safety, AML/CTF, and incident-response policies must exist before production systems ship.
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09 · Parts 8–11 · clauses 43–57
Annual accountability to members, 21 days' notice of general meetings, a quorum of more than 50% of total votes, hybrid and virtual meetings, a mediation-first dispute pathway, procedural fairness in member discipline, and a seven-year record-keeping obligation that covers keys and custody arrangements.
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10 · Parts 12–13 · clauses 58–63
Even in death the lock holds: surplus assets cannot flow to members and must pass to an ACNC-registered charity with compatible purposes, capable of stewarding VirtEngine and DSEMA under the same public-benefit, privacy-preserving, anti-capture principles. Each member's liability is capped at $444.
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02Document map
The constitution's own structure, for orientation. Clause citations across this site — rendered like this:
| Division | Subject | Clauses |
|---|---|---|
| Part 1 | Preliminary — name, type, definitions | 1–5 |
| Part 2 | Purpose, powers, and public-benefit lock | 6–10 |
| Part 3 | Members | 11–18A |
| Part 4 | Directors | 19–30 |
| Part 5 | Intellectual Property Rights and Digital Assets | 31–37 |
| Part 6 | Protocol governance, privacy, and safety | 38–40 |
| Part 7 | Salary, employment benefits, and founder capacity | 41–42 |
| Part 8 | Meetings | 43–48 |
| Part 9 | Disputes and discipline | 49–50 |
| Part 10 | Secretary, records, and financial matters | 51–54 |
| Part 11 | Notices | 55–57 |
| Part 12 | Indemnity and insurance | 58–59 |
| Part 13 | Winding up | 60–63 |
| Schedule 1 | Protected Provisions — twenty entrenched items | items 1–20 |
A citation such as cl 18.3 refers to the numbered clause of the signed instrument; sch 1 refers to Schedule 1. This explorer is an educational summary, not legal advice.
