01 Reserved Matters — the consent gate
How the gate works
cl 18A.1cl 18A.3cl 18A.4
The company, members, directors, officers, employees, contractors, volunteers, subsidiaries, and delegates must not approve, implement, or cause any Reserved Matter unless Founding Member Consent has first been obtained — except where mandatory law, a court, a regulator, or the ACNC requires otherwise.
Consent may be withheld at the Founding Member's discretion — but clause 18A.3 states the limits plainly: nothing in the clause permits acting for private benefit, breaching director duties, causing insolvency, overriding mandatory law, or causing the company to stop being not-for-profit or charitable. And clause 18A.4 requires the company to give the Founding Member enough information to make an informed decision before asking.
02 Reserved Matters — the consent gate
The eight Reserved Matter categories
cl 18A.2.1cl 18A.2.2cl 18A.2.3cl 18A.2.4cl 18A.2.5cl 18A.2.6cl 18A.2.7cl 18A.2.8
1 — Membership and voting structure: admitting any Ordinary Member, creating a new member class, increasing member numbers, changing voting rights or quorum rules. 2 — Board composition: appointing or filling any Temporary Director seat (outside the 60-day emergency procedure). 3 — Asset disposition: materially transferring, selling, licensing, encumbering, abandoning, open-sourcing, closing, forking, settling litigation about, or otherwise disposing of a Transferred Asset outside the ordinary course. 4 — Strategy: changing the technology-stewardship model, patent strategy, open-source strategy, token or digital-asset policy, privacy-preserving identity governance, or anti-private-capture controls. 5 — Subsidiaries: incorporating, acquiring, selling, dissolving, winding up, merging, or materially restructuring a subsidiary, including DET-IO Pty Ltd. 6 — Control transactions: any merger, reconstruction, or major asset transfer that would materially change control of the company or the Transferred Assets. 7 — Winding-up recipient: choosing where surplus assets go. 8 — The lock itself: any matter that would alter, weaken, privatise, or impair a Protected Provision, a Founding Member right, the Permanent Director seat, or the public-benefit lock.