Safeguards
How the Foundation Prevents Capture
Section titled “How the Foundation Prevents Capture”Most technology foundations fail the same way. A dominant corporate sponsor accumulates Board seats, steers technical direction toward its commercial interests, and the foundation becomes a brand-washing vehicle rather than an independent standards body. The failure mode is structural, not moral: well-intentioned people operating within poorly designed governance systems produce captured outcomes.
The Terrene Foundation constitution addresses this by making capture structurally expensive. Eleven provisions are constitutionally entrenched under Section 26A of the Singapore Companies Act 1967. Changing any one of them requires a seven-step process designed to be achievable only through genuine community consensus, never through financial leverage, bloc voting, or procedural manoeuvre.
The entrenched provisions fall into three categories: preventing financial capture, protecting contributor rights, and ensuring independent governance. Each is described below with its legal mechanism, what it prevents, and cross-references to the full clause text.
Entrenched Provisions: Preventing Capture
Section titled “Entrenched Provisions: Preventing Capture”Four provisions block the financial pathways through which foundations are typically captured: profit extraction, equity takeover, pay-to-play governance, and indirect circumvention.
Non-profit constraint (Clause 6)
Section titled “Non-profit constraint (Clause 6)”Income and property applied solely to Foundation objects. No distribution to Members or Corporate Sponsors.
What it prevents. Conversion to a profit-seeking entity or extraction of value by insiders. Sub-clause (b) prohibits dividends, bonuses, or profit transfers to Members or Sponsors. Sub-clause (c) carves out legitimate payments: staff remuneration, director fees, expense reimbursement, arm’s-length transactions, and interest at market rates.
Legal mechanism. Entrenched under Section 26A of the Companies Act 1967. Filed with ACRA at incorporation.
Read Clause 6 in full ConstitutionNo share conversion (Clause 7)
Section titled “No share conversion (Clause 7)”The Foundation shall not convert to a company limited by shares, issue any shares, or create any class of equity interest.
What it prevents. Equity-based acquisition or hostile takeover. A company limited by guarantee has no shares to buy. This clause makes that permanent. The Foundation cannot reverse-engineer equity into its structure.
Legal mechanism. Entrenched under Section 26A.
Read Clause 7 in full ConstitutionSeparation of funding and governance (Clause 17(d))
Section titled “Separation of funding and governance (Clause 17(d))”The Foundation shall not enter into any sponsorship agreement that conditions financial support on governance influence, technical direction, or preferential treatment.
What it prevents. Pay-to-play governance. Corporate sponsors receive recognition and advisory council seats, but zero voting rights, zero Board seats, and zero influence over technical direction. Clauses 17(a)-(c) establish the separation; Clause 17(d) makes it constitutionally entrenched.
Cross-references. Corporate sponsorship tiers are defined in Clause 16 Constitution . The Corporate Advisory Council (non-binding advisory only) is defined in Clause 18 Constitution .
Read Clause 17 in full ConstitutionAnti-circumvention (Clause 55)
Section titled “Anti-circumvention (Clause 55)”Any amendment, addition, deletion, or action that has the purpose or effect of circumventing an entrenched provision requires the same enhanced amendment process, regardless of whether the entrenched provision is directly amended.
What it prevents. Indirect attacks. Without this clause, a determined actor could achieve the effect of removing an entrenched provision by adding a new provision that overrides it, or by passing a board policy that renders it moot. Clause 55 closes that vector: if the effect is circumvention, the process is the full seven-step gauntlet.
Enforcement. Any act taken in contravention of Clause 55 is voidable and may be challenged by any Committer Member through the courts or the dispute resolution process (Clause 67).
Read Clause 55 in full ConstitutionEntrenched Provisions: Protecting Contributors
Section titled “Entrenched Provisions: Protecting Contributors”Three provisions ensure that open-source licences cannot be revoked, patent protections survive corporate changes, and intellectual property remains open even if the Foundation itself ceases to exist.
Licence stability (Clause 50(c))
Section titled “Licence stability (Clause 50(c))”Once a work is released under a licence, that version remains under that licence permanently. Future versions may use different licences (subject to Board and RFC approval), but no licence change applies retroactively.
What it prevents. Rug-pull relicensing: the practice of releasing software under an open licence to build community adoption, then relicensing to restrict use. This has happened repeatedly in the technology industry. Clause 50(c) makes it constitutionally impossible for existing releases.
Scope. Specifications must use CC BY 4.0 or equivalent. Software must use Apache 2.0 or an OSI-approved licence providing equivalent rights. Both require Board approval and the RFC process.
Read Clause 50 in full ConstitutionContributor protection (Clause 52(b))
Section titled “Contributor protection (Clause 52(b))”Patent protections granted under the Patent Covenant are irrevocable and survive acquisition, merger, bankruptcy, or dissolution of the contributing entity.
What it prevents. Patent trolling by successor entities. When a contributor’s company is acquired or goes bankrupt, the patent rights it granted under the Patent Covenant do not transfer to the successor in a form that can be weaponized. The grant is perpetual, royalty-free, and irrevocable.
Cross-references. The Patent Covenant is developed and maintained by the TSC ( Clause 48 Constitution ). Patent disclosure requirements are in Clause 52A Constitution . Any narrowing of the Patent Covenant is treated as amending an entrenched provision.
Read Clause 52 in full ConstitutionWinding-up IP survival (Clause 66)
Section titled “Winding-up IP survival (Clause 66)”All licences and patent protections survive dissolution of the Foundation.
What it prevents. Strategic dissolution as a mechanism to recapture or restrict previously open IP. If the Foundation is wound up, Clause 65 Constitution governs asset disposition: specifications go to the public domain under CC0, patent protections transfer to an established open-source foundation under equivalent terms, source code archives remain public under existing licences, and remaining financial assets go to a body with similar objects (never to Directors, the Founder, or Corporate Sponsors).
Read Clause 66 in full ConstitutionEntrenched Provisions: Ensuring Independent Governance
Section titled “Entrenched Provisions: Ensuring Independent Governance”Four provisions guarantee equal voting, founder term limits, independent Board control, and community voice on significant changes.
One person, one vote (Clause 24(a))
Section titled “One person, one vote (Clause 24(a))”Each Committer Member present at a General Meeting has one vote. No weighted or differential voting.
What it prevents. Concentration of voting power through financial contribution, seniority, or institutional affiliation. A Platinum Sponsor’s employee who is also a Committer Member gets one vote, the same as any other Committer Member.
Cross-references. The Chair has no casting vote at General Meetings ( Clause 24(d) Constitution ). Proxy limits are capped at 3 ( Clause 25 Constitution ).
Read Clause 24 in full ConstitutionFounder chairmanship restriction (Clause 29(b))
Section titled “Founder chairmanship restriction (Clause 29(b))”The Founder shall not serve as Chair of the Board once Governance Phase 3 is triggered. Permanent and irrevocable.
What it prevents. Founder entrenchment. During Phase 1 (Seed), the Founder serves as sole Director and Chair, a practical necessity for a solo-founder company limited by guarantee. But the constitution ensures this is temporary. Phase 3 triggers at 30 Committer Members and 3+ years since incorporation. At that point, the Founder steps down as Chair, and the restriction is permanent.
Beyond Phase 3. The Founder may hold a Board seat only if elected through the normal Community-Elected Director process, subject to the same term limits as any other Director ( Clause 29(d) Constitution ). Additional founder constraints apply during Phase 1: recusal from all votes involving Material Interests, spending caps, quarterly financial reporting, and a best-efforts obligation to admit 3 additional Committer Members within 24 months ( Clause 29(e)-(h) Constitution ).
Read Clause 29 in full ConstitutionIndependent Board majority (Clause 26(d))
Section titled “Independent Board majority (Clause 26(d))”From Phase 3 onward, not fewer than 6 Independent Directors, constituting a Board majority at all times.
What it prevents. Board capture by any single employer, sponsor, or interest group. Independence criteria are defined in Clause 33 Constitution : no financial relationship with major sponsors, no family ties to the Founder or sponsor executives, no material interests, and no prior Foundation employment within 2 years.
Enforcement. If the Independent Director count falls below 6 or ceases to constitute a majority, the Board may transact Essential Business only (provided it retains at least 3 Independent Directors) and must fill the vacancy within 90 days. If the count falls below 3, an Extraordinary General Meeting must be convened within 30 days.
Read Clause 26 in full ConstitutionCommunity voice (Clause 61)
Section titled “Community voice (Clause 61)”Significant Changes require a public RFC process: 30-day minimum publication, community feedback through published channels, published responses, Board decision with rationale, and record of dissenting views.
What it prevents. Unilateral changes to standards, licensing, or membership criteria without community input. “Significant Change” is defined in Clause 3 Constitution : any change to the scope of standards, the terms on which specifications or software are available, membership or certification criteria, or Foundation strategic direction.
Triggers. New standards or specifications, licensing policy changes, changes to Committer Member admission criteria, and any other Significant Change.
Read Clause 61 in full ConstitutionThe Amendment Gauntlet (Clause 63)
Section titled “The Amendment Gauntlet (Clause 63)”Changing an entrenched provision requires all seven steps, applied cumulatively:
- 90% Board approval: not less than 90% of all Directors (rounded up), including all Independent Directors from Phase 3 onward
- 80% supermajority: 80% of all Committer Members eligible to vote (by headcount), with a 12-month seasoning requirement (only Members who have been Committers for at least 12 continuous months are eligible)
- 12 months’ public notice: before the General Meeting at which the resolution is proposed
- Independent legal opinion: obtained at the Foundation’s expense, from a firm with no Material Interest, confirming the amendment serves the Foundation’s mission and does not circumvent another entrenched provision
- Independent fairness opinion: from a different firm, also with no Material Interest, confirming no individual, sponsor, or entity is disproportionately benefited
- ACRA notification: to the Registrar of Companies and any other relevant regulatory authority
- 90-day public RFC: under Clause 61, with published feedback and Board response
The 12-month seasoning requirement (defined in the Supermajority Resolution process, Clause 3) prevents membership flooding as a capture tactic. An attacker cannot pack the membership rolls and immediately vote to amend.
Ordinary amendments (non-entrenched) follow the standard process in Clause 62 Constitution : Special Resolution (75% of Committer Members present and voting) with Board recommendation and 30-day comment period.
Structural Safeguards (Non-Entrenched)
Section titled “Structural Safeguards (Non-Entrenched)”These provisions are not individually entrenched but form the structural framework that supports the entrenched provisions. Amending them requires a Special Resolution (75% majority) rather than the full seven-step gauntlet.
Separation of funding and governance (Clauses 16-18)
Section titled “Separation of funding and governance (Clauses 16-18)”Corporate Sponsors receive recognition and advisory council seats, but no voting rights and no governance power. The Corporate Advisory Council may advise the Board; recommendations are non-binding. The CAC has no power to direct, veto, or influence Board decisions, General Meeting resolutions, TSC decisions, or any other governance matter.
Employer diversity safeguard (Clause 15)
Section titled “Employer diversity safeguard (Clause 15)”No single employer (including affiliates) may have its employees constitute more than 33% of Committer Members eligible to vote at any General Meeting. Persons acting in concert are treated as employees of a single employer. This threshold does not apply when total Committer Members are fewer than 10.
Membership growth safeguard (Clause 12)
Section titled “Membership growth safeguard (Clause 12)”In any 12-month period, total Committer Members cannot increase by more than 100% or 20 new members, whichever is greater. Exceeding the limit requires approval by a majority of Independent Directors. This prevents membership flooding as a capture tactic.
Director cooling-off period (Clause 31)
Section titled “Director cooling-off period (Clause 31)”From Phase 2 onward, any Director who served within the past 12 months cannot accept employment with a major Corporate Sponsor (>10% of revenue) for 12 months after leaving the Board. This is a condition of appointment, enforceable by injunction.
Staff neutrality (Clause 45)
Section titled “Staff neutrality (Clause 45)”All Foundation staff must not hold equity in major sponsors, must not receive sponsor compensation during engagement, and must sign an annual neutrality attestation.
Whistleblower protection (Clause 46)
Section titled “Whistleblower protection (Clause 46)”Good-faith reports of constitution or policy violations are protected from retaliation. Retaliation is grounds for director removal by Ordinary Resolution, staff termination, or sponsor agreement termination.