01 Amendments and Protected Provisions
Amendment with a constitutional immune system
cl 18.1cl 18.2
Members may amend the constitution by special resolution — but clause 18.2 declares an amendment has no effect if it would cause the company to stop being not-for-profit, stop having charitable or public-benefit purposes, allow private distribution of income, assets, intellectual property, digital assets, or tokens, allow Transferred Assets to be used for private commercial interests, weaken a Protected Provision without satisfying clause 18.3, or breach mandatory law.
This is a self-defending amendment clause: even a validly passed special resolution is void to the extent it attacks the company's charitable core.
02 Amendments and Protected Provisions
Entrenchment under the Corporations Act
cl 18.3cl 18.4cl 18.5
Schedule 1 provisions are entrenched using section 136(3) and 136(4) of the Corporations Act 2001 (Cth) — the statutory mechanism that lets a company constitution impose further requirements on its own amendment. A Protected Provision can be amended, repealed, or replaced only if the Act's special-resolution requirements are met, the Founding Member (or a lawful representative, where mandatory law permits) gives written consent, and the amendment does not end the company's not-for-profit or public-benefit character.
Clause 18.4 keeps the entrenchment honest: nothing prevents an amendment required by mandatory law, a court order, a regulator, or the ACNC as a condition of charity registration. The lock binds private actors, not the law.
03 Amendments and Protected Provisions
What the twenty Protected Provisions actually cover
sch 1
Schedule 1 lists twenty Protected Provisions. In plain terms they lock: the charitable-only, no-private-interest existence of the company (items 1–2); public-benefit ownership of VirtEngine, DSEMA, all present and future patent rights, and all Transferred Assets (item 3); the transfer obligations over Founder IP and DET-IO Pty Ltd assets (items 4–5); the structural separation of transferable economic value from governance — capital cannot buy control — and the explicit statement that nothing obliges the company to operate any token (items 6–7); the identity, votes, permanent seat, appointment right, and consent rights of the Founding Member (items 8–12); quorum protection (item 13); incapacity protection (item 14); the amendment procedure itself (item 15); the minimum-wage founder salary cap and remuneration integrity rules (items 16–17); code-of-conduct obligations for everyone with material system access (item 18); the charity-only destination of surplus assets on winding up (item 19); and the supremacy of mandatory law over all of it (item 20).