Reset Tech UK: constitutional decision rights

Observed9September2026. Bounded primary-filing review of company14982650, distinct from the informal Online Safety Network and from other Reset legal entities. The May2025 constitution reveals a director-member structure and an explicit cross-entity conflict provision. It does not reconcile the current PSC categories or establish donor control of policy outputs.

Instruments and reading scope

Companies House filing history records articles and adoption resolution filed21May2025. The resolution is headed7May2025 and replaces the previous articles immediately; it bears Dale Benjamin Scott's agreement as the voting member. Poppy Wood's PSC notification, filed19May2025, gives7May2025 as the date she became registrable. The resolution is evidence of this adoption decision, not a permanent personal veto. Its signature date is printed5/7/2025 alongside the explicit7May heading; do not reinterpret it as a later July action. A separate source anomaly is that its header prints company number4982650 while the official docket and attached articles identify14982650. Retain this discrepancy rather than silently correcting a quotation or inventing another company.

[Official filing history](http[local research file] [Filed articles](http[local research file] [Filed resolution](http[local research file] [Wood PSC01](http[local research file]

All20 articles pages, both resolution pages and both PSC01 pages were visually inspected as scans. The articles contain17 numbered substantive pages following a cover and two index pages; below, PDF page equals printed page plus3. Relevant role/date/control passages were read on current official officers and PSC pages; unrelated personal-data fields are excluded from this note. These official web reads were observed9September but their reader cache reports an earlier crawl; they are not a freshly certified member register.

Who can decide

Directors and members are the same constitutional constituency. Article22, PDF14/printed11, makes directors the only members: appointment automatically admits them and their names must enter the member register; membership ends with directorship and is nontransferable. The filed constitution names no special membership class or named-person veto. Article24.2 gives each member one vote on a written resolution. Ordinary written decisions require a simple majority; special written resolutions at least75% of eligible voting rights. Removing a director or auditor through the statutory member-resolution route cannot use a written resolution (24.4, PDF15). Do not silently generalize the written-vote clause into a fully audited account of every statutory voting mechanism.

The board manages and can retract delegations. Articles9-12, PDF9/printed6, give directors general management authority. They can delegate functions and day-to-day work, permit further delegation, and change or terminate those arrangements. Committees cannot knowingly incur expenditure or liability without authorization or a board-approved budget (10.4). Board decisions normally use a majority at a quorate meeting; an eligible chair has a casting vote on a tie. Decisions without a meeting require a majority sharing the view, not unanimity (13,15.5,16; PDF10-11). Board quorum cannot be below two and otherwise defaults to two or one-third, whichever is greater (15.2).

Appointments and removals are collective powers in the text. Article20.2, PDF13/printed10, lets directors appoint eligible directors. Article21 includes specified cessation/removal grounds;21.6 permits a board removal resolution at a meeting attended by at least half the directors after14clear days' notice and an opportunity for representations. The constitution also recognizes statutory cessation/removal routes. It does not name Scott, Wood, a donor or an outside organization as sole appointer. Article19 says the company should seek always to have at least three directors; the public officers page lists two. That mismatch is a useful record question, not proof the two-person board's decisions are invalid. The articles expressly allow limited appointments when the number falls below quorum.

Some matters are entrenched. Article8, PDF8/printed5, requires unanimity of eligible members to amend purposes, asset lock, winding-up provisions or the entrenchment article itself. Other special resolutions have the stated75% threshold. This is a real member-level reserved power. No donor-specific publication-clearance, budget-veto or board-appointment provision was identified in the complete articles; separate contracts could carry rights that this document does not disclose.

Cross-entity conflicts: an actual governance bridge

Schedule1, definition1.11, PDF19-20/printed16-17, expressly includes Reset Tech, Reset Tech Action, Reset Tech Australia Limited, Reset Tech GmbH and Reset Tech Action GmbH within its defined Group Company category, with further companies addable by members. This is an explicit constitutional list. It is not by itself proof of a parent/subsidiary relationship, consolidated ownership, each entity's exact registry identity, or an instruction from the US entity to Australia.

Article17, PDF11-12/printed8-9, requires declaration of direct/indirect transaction interests and conflicting duties. Potentially conflicted directors may ordinarily participate, count in the quorum and vote unless a majority of the other participating directors decides otherwise or the non-exempt personal-benefit rule applies. Article17.4.2's exceptions include specified remuneration/expense decisions and decisions involving a defined Group Company with which a director is connected. Thus a group connection does not automatically require recusal under these articles. If17.5 applies, participation is limited to informing debate, the director is excluded from the relevant quorum and withdraws without voting. Whether any particular director disclosed, voted, was excluded or improperly benefited requires the actual decision record; statutory duties/enforceability were not independently audited.

Definition1.8, PDF19, supplies a connection test involving specified equity/voting interests or statutory connected-person relationships. Do not substitute a shared conference, job title or common purpose for that definition. Article17.6 also permits specified withholding of confidential information where disclosure would breach another duty, after compliance with the conflict provisions. That is a permitted confidentiality boundary, not proof that information was withheld in any concrete case.

Purpose and asset limits

The company is limited by guarantee without share capital. Article4 caps the member's specified winding-up guarantee atGBP1; that is not a share price or the limit of all possible liabilities. Articles1-2 expressly authorize public-benefit technology/data-policy work, legislative advocacy and efforts to influence opinion and public institutions. That supplies a declared organizational purpose, not proof of a particular policy win.

Articles3,6-8, PDF6-8, restrict private profit distribution and constrain assets/winding-up, with stated exceptions. Reasonable remuneration/services/rent/interest and director expenses are permitted; do not describe the organization as unable to pay insiders. Net winding-up assets cannot be distributed among members. Its non-share structure and these limits make an equity-ownership interpretation of the PSC percentages especially inappropriate.

PSC reconciliation remains open

The [official officers page](http[local research file] lists Scott and Wood as the two active directors, both appointed5July2023. The [PSC page](http[local research file] lists Wood at more than25% up to50% of voting rights, notified7May2025; Scott at75% or more plus appointment/removal rights, notified5July2023. Wood's original PSC01 repeats her voting band. These are reported control categories, not additive shareholding percentages. Companies House itself warns that it does not check the accuracy of filed information.

If the two listed directors are the complete relevant membership, the new article22 membership rule plus one-member-one-written-vote rule gives an apparent equal written-vote structure. That conditional calculation is not a finding that the PSC register is definitively wrong or that all current rights are50/50. The constitution does not disclose how Scott's broader registered control category is currently supported. A membership-rights transition associated with the May2025 replacement, stale/incomplete reporting, attribution through another arrangement or another unacquired rights instrument are possible explanations. The present records do not choose between them. The original pre-May2025 articles, current statutory member register, PSC basis/changes and any joint-voting or appointment arrangement would discriminate; they were not acquired in this bounded pass.

Suggested typed relations and next record

Use company14982650 → board for constitutional management/delegation; board → director/member role for appointment/admission; eligible members → entrenched provisions for unanimous amendment consent. Record UK company → each listed Group Company as defined constitutional grouping for conflict rules, not equity ownership or parent control. Scott → May2025 adoption is an observed resolution agreement. Keep PSC assertions as attributed register records pending reconciliation, separate from the constitution's general rules. None establishes operational control of OSN merely because a network uses Reset services, or a donor veto over a funded article.

The highest-information next record is the company's current member register and the instrument explaining Scott's registered appointment/voting rights after the new articles; the next operational record is a specific board delegation, conflict declaration/minute, or spending/publication approval connecting these powers to funded network work. Article29 requires minutes of appointments/resolutions/proceedings, and30 requires the member register and accounts. Their existence as required records is distinct from public availability. Root owns the next forest review; no outreach or subsequent acquisition branch was opened.

Custody and route closure

The web reader's articles click returned an expired signed-S3 redirect; resolution and PSC01 clicks returned cache misses. One ordinary GET of each observed stable public filing endpoint succeeded, without reusing signed tokens. PDFs are scanned: pypdf returned no text and startxref repair warnings for articles/resolution. The bundled visual PDF renderer displayed all pages. An initial unavailable fitz import was replaced with already available pypdf/pypdfium2; no installation occurred. No repeated failed web route or access bypass was used.

Retained originals under governance-wave-2026-09-09/originals:

The same uk-articles prefixes identify derived page PNGs; they are visual-reading aids, not independent sources. No canonical case or other worker's file was changed. This is the constitutional decision-rights breakpoint.