01 Members and membership
A deliberately small membership
cl 11.1cl 11.2cl 11.3cl 11.5
The company has exactly two classes of members: the Founding Member — Jonathan Amir Samuel Philipos, named in the constitution itself — and Ordinary Members. Clause 11.3 caps Ordinary Members at two unless the Protected Provisions are amended under clause 18. Clause 11.5 requires Founding Member Consent before anyone is admitted as an Ordinary Member.
This is the opposite of a mass-membership association, and deliberately so: members hold the constitutional levers (amendments, director elections, winding up), so the constitution keeps that group small, known, and consent-gated rather than exposing the public-benefit lock to a membership-drive takeover.
02 Members and membership
Becoming a member
cl 13.1cl 13.2cl 13.3cl 12.1
A person at least 18 years old and resident in Australia who supports the purposes may apply in writing. The directors may accept or refuse without giving reasons, but must not accept an application without prior Founding Member Consent. Membership begins when the secretary enters the person on the register of members, which records name, address for notices, membership class, and dates.
03 Members and membership
Votes and thresholds
cl 14.1cl 14.3cl 14.5cl 16.1
At a general meeting the Founding Member has two votes and each Ordinary Member has one. An ordinary resolution needs more votes in favour than against; a tie fails. Special resolutions follow the Corporations Act (at least 75% of votes cast). Membership and membership rights cannot be transferred to another person — there is no market in control of this company.
04 Members and membership
The Founding Member's membership is permanent — with honest limits
cl 17.2cl 17.3cl 17.4cl 17.5cl 17.6
Clause 17.2 makes the Founding Member's membership and voting class permanent: it must not be relinquished, transferred, terminated, converted, suspended, or removed except on legal death or where mandatory law requires a different result. Incapacity alone does not terminate membership.
The constitution then does something careful: it plans for incapacity rather than ignoring it. If the Founding Member cannot act, their rights may be exercised by an attorney under an enduring power of attorney or a court-appointed guardian or administrator, to the extent the law and the appointing instrument permit. If no lawful representative exists, the rights are suspended only as far as necessary for legal compliance and operational continuity — and the directors may make temporary arrangements, but must not treat the membership as ended.