Constitution
The Constitution of Terrene Foundation Limited is the legal instrument governing the Foundation. It was filed with the Accounting and Corporate Regulatory Authority (ACRA) of Singapore upon incorporation as a Company Limited by Guarantee under the Companies Act 1967. The authoritative version is the document filed with ACRA, available through the BizFile+ portal.
77 clauses across 23 Parts. 11 entrenched provisions protected under Section 26A of the Companies Act. A seven-step amendment process designed so that no single actor (founder, funder, or majority bloc) can alter the Foundation’s structural commitments.
The 11 Locks
Section titled “The 11 Locks”These provisions are constitutionally entrenched. Changing any one of them requires the full gauntlet described below: 90% Board approval, 80% supermajority of seasoned Committer Members, 12 months’ public notice, independent legal and fairness opinions, and a 90-day public RFC.
Preventing Capture
Section titled “Preventing Capture”Non-profit constraint
Income applied solely to Foundation objects. No distribution to Members or Sponsors.
Prevents: Conversion to a profit-seeking entity or extraction of value by insiders
No share conversion
The Foundation shall not convert to a company limited by shares, issue shares, or create any class of equity interest.
Prevents: Equity-based acquisition or hostile takeover of the Foundation
Separation of funding and governance
Sponsorship cannot be conditioned on governance influence, technical direction, or preferential treatment.
Prevents: Pay-to-play governance where financial contributors dictate standards or direction
Anti-circumvention
Any act that circumvents an entrenched provision requires the same enhanced amendment process, regardless of whether the provision is directly amended.
Prevents: Indirect attacks that achieve through side-channels what the locks prohibit directly
Protecting Contributors
Section titled “Protecting Contributors”Licence stability
Once a work is released under a licence, that version remains under that licence permanently. No retroactive relicensing.
Prevents: Rug-pull relicensing that revokes rights previously granted to users and contributors
Contributor protection
Patent protections granted under the Patent Covenant are irrevocable and survive acquisition, merger, bankruptcy, or dissolution of the contributing entity.
Prevents: Patent trolling by successor entities that acquire contributor companies
Winding-up IP survival
All licences and patent protections survive dissolution of the Foundation. IP goes to the public domain or a successor foundation under equivalent terms.
Prevents: Strategic dissolution as a mechanism to recapture or restrict previously open IP
Ensuring Independent Governance
Section titled “Ensuring Independent Governance”One person, one vote
Each Committer Member has exactly one vote at General Meetings. No weighted or differential voting.
Prevents: Concentration of voting power through financial contribution, seniority, or institutional affiliation
Founder chairmanship restriction
The Founder shall not serve as Chair of the Board once Governance Phase 3 is triggered. Permanent and irrevocable.
Prevents: Founder entrenchment: the structural risk that plagues most founder-led organisations
Independent Board majority
From Phase 3 onward, not fewer than 6 Independent Directors, constituting a Board majority at all times.
Prevents: Board capture by any single employer, sponsor, or interest group
Community voice
Significant Changes require a public RFC process: 30 days minimum, published responses, Board decision with rationale.
Prevents: Unilateral changes to standards, licensing, or membership criteria without community input
The Amendment Gauntlet
Section titled “The Amendment Gauntlet”All seven steps must be completed, cumulatively, not alternatively, before any entrenched provision can be changed. This process is itself entrenched (Clause 55).
To amend an entrenched provision
- 1 90% of all Directors approve the amendment
- 2 80% supermajority of seasoned Committer Members vote in favour
- 3 12 months' public notice of the proposed change
- 4 Independent legal opinion confirming lawfulness
- 5 Independent fairness opinion confirming no group is disadvantaged
- 6 90-day public Request for Comments (RFC)
- 7 Final Board confirmation after considering all RFC submissions
Source: Constitution Clause 63(a)-(g)
Ordinary amendments (non-entrenched provisions) require a Special Resolution at a General Meeting (75% of Committer Members present and voting), with 30-day member comment period and 21-day meeting notice.
Entity Details
Section titled “Entity Details”| Legal Name | Terrene Foundation Limited |
| UEN | 202611556G |
| Entity Type | Company Limited by Guarantee (non-charity) |
| Jurisdiction | Singapore |
| Governing Law | Companies Act 1967 |
| Governance Phase | Phase 1 (Seed) |
| Entrenched Provisions | 11, protected under Section 26A |
| Total Clauses | 77 across 23 Parts |
Read the Constitution
Section titled “Read the Constitution”- Safeguards: How the constitution prevents capture, including deep treatment of each entrenched provision, the amendment gauntlet, and structural safeguards
- Membership & Governance: Membership categories, board structure, governance phases, committees, and transparency obligations
- Full Legal Text: All 77 clauses on a single searchable page