how it's protected

The veto that guards the constitution, what it covers, what it can't touch, and who holds it.

The constitution is enforced by a single share, the Golden Share, and an independent body that holds it. The share carries one power: to block a defined list of corporate actions the company cannot take without consent. In legal terms these are the Reserved Matters. They are the switches the veto sits on: most are the specific actions that would break one of the constitution’s eight rules, and two are structural, a sale and a wind-up.

The Golden Share, the veto, and the entrenchment are in the filed Articles today. The independent body that will hold the share, and the anti-avoidance and audit provisions below, are being finalized.

the golden share

The Golden Share is a single, special share in Ruck Social Ltd, the business that owns and operates the app. It carries one right and no others: to consent to, or block, any of the Reserved Matters. It exists solely to veto.

It has no economic value: no dividends, no claim on assets, no general vote. Nobody profits from holding it. It cannot be sold, pledged, or encumbered, and can pass only to a qualifying successor guardian. There is one, and no more can ever be created.

The company cannot take any of these without the Golden Shareholder’s written consent. Any action taken without it is void.

  • selling, sharing, or monetizing user data
  • paywalling the essentials: profiles, nearby browsing, messaging
  • manipulative pricing, or degrading the free tier to force upgrades
  • advertising targeted on sensitive characteristics
  • removing anonymity protections
  • amending the constitution, the veto, or the Articles to weaken any of this
  • selling or transferring the company’s business or assets, or winding it up

Most of these the Foundation refuses outright. Two, a sale and a wind-up, it can permit, but only on strict conditions.

no way around it

The veto binds the routes that would move the protection out of reach. Transferring the app, data, or brand into another company, inserting a parent above Ruck, going offshore, or licensing the Ruck name to an unbound party all need consent. A catch-all covers any arrangement whose purpose or effect is to reach a blocked outcome without consent. If you can see a route we have missed, tell us.

What this does not restrict is ordinary share dealing. Investors can buy and sell shares freely, including a controlling stake. The constitution and the Golden Share stay with the company whoever owns it, so a new shareholder inherits every rule and the veto intact, and can no more break them than the current owners can. The protection travels with the company; it does not depend on who holds the shares.

what it can’t touch

The veto stops at that list. The Foundation cannot run the app, set or block prices for paid features, decide product, hiring, marketing, or partnerships, control fundraising or ordinary share issues, or appoint or remove management. It has no economic rights and takes nothing out of the company. It is a gatekeeper on a few defined harms, not a seat at the table.

how a decision is made

A small board of independent Stewards holds the veto. Refusing consent takes a simple majority. Permitting a business sale or a wind-up takes a super majority. Silence is a refusal. A tie is a refusal. A legitimate decision that is genuinely stalled can be referred to an independent expert, but that route can never force a yes.

who holds it

Until the independent body is formed, the founder holds the Golden Share, bound by the same rules. The founder cannot quietly amend the constitution or weaken the veto; any change must be formally passed and filed on the public record. The share transfers to the Foundation once it is established. We will say when that has happened.