01 Not-for-profit and remuneration rules
No dividends, no private extraction
cl 8.1cl 8.2
Clause 8.1 requires the company's income and assets to be applied solely to carry out the clause 6 purposes. Clause 8.2 prohibits distributing income or assets, directly or indirectly, to members, former members, directors, former directors, employees, volunteers, founders, related parties, or private persons.
The only exceptions are the ordinary mechanics of running an organization honestly: paying fair (or better-than-market for the company) rates for goods and services, reimbursing properly incurred expenses, paying reasonable and documented remuneration for services actually provided, and distributing to another charity or public-benefit entity in furtherance of the purposes.
02 Not-for-profit and remuneration rules
Commercial activity is a funding mechanism, not a purpose
cl 9.1cl 9.2cl 9.3cl 9.4cl 9.5
The constitution does not pretend the foundation will run on goodwill. Clause 9.2 expressly permits the company to conduct commercial activities, charge fees, sell services, licence technology, and compete with for-profit companies — but only as a means of funding, scaling, securing, and sustaining the public-benefit activities and purposes. Clause 9.3 permits accumulating and reinvesting earnings into growth, resilience, engineering, compliance, infrastructure, security, research, and operational capability where the directors reasonably consider that directly advances the charitable purposes.
Clauses 9.4 and 9.5 point the other direction too: the directors may run charitable, subsidised, or free-access programs — subsidised technology, subsidised services, education, public-interest infrastructure — whenever they consider them prudent, lawful, and consistent with the purposes.
03 Not-for-profit and remuneration rules
The founder's salary is capped at minimum wage
cl 41.1cl 41.2cl 41.3cl 41.4cl 41.5
Part 7 contains one of the constitution's most unusual provisions. The Permanent Director or Founding Member may be employed by the company for real work beyond acting as a director — but clause 41.2 caps that salary at the lowest lawful minimum wage or minimum lawful employment entitlement applicable to the work performed. Clause 41.3 prohibits sitting fees for acting as a director.
Clause 41.5 closes the deferred-compensation loophole: the constitution creates no entitlement to accrued salary debt, deferred founder compensation, interest, or back-pay — no private extraction mechanism can be smuggled in as an IOU. Any employment entitlement must be handled outside the constitution under ordinary employment law, solvency requirements, and conflict-of-interest procedures. The cap itself is a Protected Provision (Schedule 1, item 16).
04 Not-for-profit and remuneration rules
Everyone else: fair, documented, approved
cl 42.1cl 42.2cl 42.3cl 42.4
For employees, officers, contractors, and other directors, clause 42 permits reasonable remuneration and employment benefits for services actually provided — subject to five cumulative tests: fair and reasonable in the circumstances, properly documented, approved under the conflict-of-interest procedures, consistent with the not-for-profit and charitable purposes, and lawful. Clause 42.3 makes explicit that no particular person has a constitutional entitlement to any benefit.