Governance Schedule to the Family Constitution. First draft, August 2026. Amendable by the Family Council (≥2/3) with Protector non-objection, per Article IX. Gives effect to Articles I, IV and VI.

Principle: the Constitution is for the Family, not for any individual who leaves it. Belonging is unconditional for Members; it is not a claim that survives departure. What a departing person receives is governed by the agreements they signed, not by this document.

A1. Definitions

• Founder — Luke, the settlor of the Family Trust and author of Part I — the Foundational Charter.
• Descendant — a person descended by blood from the Founder, or legally adopted by the Founder or by a Member who is a Descendant.
• Member — a Descendant. Membership is by birth (or adoption by the Founder or a Descendant), begins at birth or adoption, and is never revoked (see A8).
• Spouse Member — a person lawfully married to a Member, for the duration of that marriage (exception: a surviving spouse remains a Spouse Member for life unless they remarry — A6).
• Founding Spouse — the Founder's spouse at the date of ratification. Carries the Gen 1 exception in A3.2.
• Parent of a Member — a former Spouse Member who is the parent of a Member.
• Family Assembly — all Members aged 16+ and all Spouse Members.
• Council, Protector, Trustee — as defined in Schedule C.

A2. Who is a Member — and who is not

The Council may designate non-Members as Friends of the Family (advisors, long-serving staff, a Member's half-siblings) — an honorary status carrying invitation and respect, never entitlement or vote.

A3. Standing by age

A3.1 Spouse Members

Spouse Members attend the Assembly and vote only on Belonging matters. They do not vote on Capital matters. The two classes of matter are defined once, in Schedule C §C1A, and that definition governs every vote in this Constitution.

A3.2 Gen 1 exception — the Founding Spouse

The Founding Spouse sits on the Founding Council (Schedule C, §C2) with a vote on Belonging and well-being matters, and no vote on Capital matters. This exception is personal to the Founding Spouse, ends on divorce, and does not extend to any later spouse of any Member.

A4. Marriage

• On marriage, a Member's spouse becomes a Spouse Member automatically. No admission vote is required; Belonging is not a performance review.
• Norm for Members entering marriage: each Member is expected to conclude, before marriage, a marital property agreement consistent with this Schedule — confirming that trust interests are not marital property and defining what the spouse receives on divorce or death. The Council makes template agreements and independent counsel available.
• A Member who marries without such an agreement remains a full Member; the Council notes the exposure in the Register (A7).

A5. Divorce

A5.1 Standing ends

On a divorce becoming final, Spouse Member status ends. The former spouse ceases to be part of the Family: no entitlements under Schedule B, no information rights, no participation, no vote.

A5.2 What the departing spouse receives

Determined solely by the marital property agreement and any spousal provision in the Trust Deed. Nothing in the Constitution creates a claim for a former Spouse Member, and nothing in the Constitution reduces what those agreements promise.

A5.3 Parent of a Member

Where the former spouse is the parent of a Member, they become a Parent of a Member. This status exists to protect the child, not the parent. While it stands, the Family undertakes: to treat them with respect; never to disparage them to their child; never to obstruct the parent–child relationship; to invite them to occasions concerning their child; and to route the child's support (Schedule B, §B4) through channels that do not depend on the parent's cooperation or goodwill. The Parent of a Member has no other entitlement.

A5.3.1 Suspension and termination. The Council (≥2/3, Protector consent) may:

• Terminate the status where the parent has caused or attempted serious harm to any Member — including abuse, violence, exploitation or misappropriation involving the child — or has been convicted of an offence against a Member. Termination is permanent unless the Assembly restores it.
• Suspend the status for the duration of any custodial sentence or conviction unrelated to the Family, with review on release.
• Treat the status as lapsed where the parent has abandoned the child or formally renounced parental responsibility.

In every case the Family's decisions about the child's contact with that parent are made in the child's interest, on professional advice, and never as punishment of the parent.

A5.3.2 When a parent fails, the Family steps in. If a Parent of a Member (or any parent of a minor Member) abandons the child, is unfit, or is unable to care for them, the Council nominates a guardian of the person — a Member 28+ or the Founding Spouse, per the preference list held by the Trustee — and the Family funds the legal process to secure guardianship. The child's support continues without interruption under Schedule B; the Trustee never requires the failing parent's cooperation to pay.

A5.3.3 Spousal provisions and conduct. Any lifetime provision for a former spouse is a matter of their marital property agreement and the Trust Deed, not of this Constitution. Those instruments — not this Schedule — should provide for suspension of income where a court has found abuse of, or abandonment of, a Member, drafted as a conditional suspension rather than a forfeiture so that the agreement itself is not put at risk. [Counsel to confirm enforceability in Vietnam and in the Trust's jurisdiction.]

A5.4 Children are never affected

A Member's standing, entitlements and place in the Family are unaffected by the marriage, divorce, remarriage or conduct of their parents. This clause cannot be varied by any Council decision.

A6. Death of a Member

The surviving Spouse Member remains a Spouse Member for life (no Capital vote), unless they remarry outside the Family, at which point their status ends. Provisions for a surviving spouse are set in the Trust Deed and the Member's own arrangements, not here.

A7. Register of Members

The Trustee maintains a Register recording each Member and Spouse Member, dates of status changes, marital property agreements on file, standing reached by age, venture backing history, and Council service. Members 21+ may inspect the Register.

A8. Standing cannot be revoked — but it can be renounced or suspended in Capital

• Belonging is never revoked. No Council, vote or event removes a Member's place in the Family.
• Voluntary renunciation. A Member 21+ may renounce Membership in writing to the Trustee. Renunciation is irrevocable for ten years, after which the Member may apply to the Council to be restored. Renunciation does not affect the Member's children.
• Capital standing may be suspended by the Council (≥2/3 + Protector) for fraud against the Family, breach of confidentiality causing material harm, or misuse of Family capital. Suspension affects only Capital standing (information rights, venture backing eligibility, Council eligibility) — never Belonging entitlements under §B4.

A9. Confidentiality

Members and Spouse Members keep the affairs of the Family, the Trust and the Members confidential. Public statements about the Family's wealth follow the Founder's privacy rule: no structures, percentages, net worth or cap tables are ever disclosed.

Decisions recorded (Founder, August 2026)

• A4 norm — marital property agreement expected before every Member's marriage: confirmed.
• A6 — surviving spouse remains Spouse Member for life unless remarried: confirmed.
• Assembly vote age 21 (with information rights): confirmed.
• Friends of the Family admitted by Council simple majority.
• Consistency pass (27 Aug 2026, after external review): Spouse Member entitlements reworded to match Schedule B §B6; Capital/Belonging matters now defined in Schedule C §C1A.

Governance Schedule to the Family Constitution. First draft, August 2026. Amendable by the Family Council (≥2/3) with Protector non-objection, per Article IX. Gives effect to Articles II, V, VI and VII. All amounts in USD at 2026 prices, indexed to US CPI unless stated.

B1. Structure — four pools, different logics

Per Article V (third principle), support for well-being and investment in ventures come from different accounts and different logics, on purpose.

B1.1 What is outside the Family capital

• Explorer Group and its portfolio (Athena, Saola, Replay, C3/SDC, TheOne, Playable Labs, MindlabAI, Earth Venture GP interests, angel positions) are the Founder's personal operating ventures. They are not Family capital and carry no obligations under this Schedule while the Founder lives.
• The Founder's cash account (~$3M — the liquid balance of the Founder's Life Fund) and the Founding Spouse's separate property (per the marital property agreement) are outside the Trust. Gen 1 lifestyle is funded from personal assets, never from the Core.
• The Founder's two pools (30 Aug 2026). The Founder's own wealth is run as two pools moving in opposite directions:
  • The Growth Estate — everything with a purpose beyond the Founder's consumption: the Core Endowment (inside the Family Trust), the Venture Trust (§B1.2), the Fund Positions (Bucket B), the Leveraged Book (Bucket A) and the Studio Pool (Bucket C). It is meant to grow in real terms over rolling five-year periods — year-to-year swings are not a breach; that growth is the Founder's measure of progress and the Family's security.
  • The Founder's Life Fund — the Founder's die-with-zero money: self-standing — no inflows from the Growth Estate: a starting principal of $12M (2026), held unleveraged in a balanced portfolio with 3–4 years of spending in cash, funding a planned spend of $500k a year nominal — $50k health, CPI-indexed (health costs rise with age) + $450k living, deliberately un-indexed (real living spend declines with age by design — a 90-year-old spends less than a 50-year-old, and the plan says so out loud). It is allowed to decline to zero — its independence from the Growth Estate is the point (decision 31 Aug 2026, replacing the 30-Aug salary model). Surplus sweep (die-with-zero kept honest): because an un-indexed plan on a 5%-earning fund accumulates, at each five-year review any balance above the remaining planned spend to age 120 (simple sum, undiscounted) passes to the Core Endowment. The fund is never topped up; whatever remains at the Founder's death passes to the Core Endowment. The plan is reviewed every five years by the Founder; spending above plan simply shortens the fund — his choice to make. Reference analysis: work/Lifetime Spending Plan — Perkins-style (Aug 2026).md.
  • Why two pools: the Constitution's promise is a river that is never drained; Perkins' insight is that a life is a lake that should be. Keeping them in separate pools lets both be true — and stops the Founder's lifestyle from quietly drawing on the Family's future. See References — Family Constitution/Die with Zero vs Family Constitution — Reconciliation.md.

B1.2 The Founder's Venture Trust — how Explorer Group is held

To keep the ventures out of probate, out of forced heirship, and out of nominee risk, the Explorer Group holdings are settled into a separate Founder's Venture Trust (BVI VISTA or equivalent), distinct from the Core:

• While the Founder lives: the Founder directs the Venture Trust's holdings as he does today (VISTA: the trustee does not intervene in the management of underlying companies). Nominee arrangements (Saola/SDC, Apexia, Nekotech) are migrated into holdcos owned by the Venture Trust as soon as practicable; until then, each nominee's declaration of trust names the Venture Trust as beneficiary and the original is held by the Trustee.
• Add-on commitment (in life). On each exit or liquidity event, at least 50% of net proceeds flow automatically from the Venture Trust to the Core — of which the Council may direct a share to a Spine Endowment once one exists (Schedule D §D3). The Founder may direct more, and may settle further assets at any time. Add-ons are irrevocable and follow B1–B3 once settled. Rationale: the 100-year simulation shows add-ons are the strongest lever for a large family — a single $40M add-on before 2035 carries a 7-child × 3-grandchild family through the century at a 3.5% real return without touching the draw rate.
• On the Founder's death or incapacity:

1. A Venture Committee named in the Founder's letter of wishes (2–3 trusted operators/investors; may differ from the Protector) takes over direction of the Venture Trust, with the sole mandate of preserving value and realising it in an orderly way — no new ventures, no new capital commitments beyond those already contracted. 2. A per-company letter of wishes (hold/sell, preferred buyers, who chairs, key people to retain) guides the Committee. 3. Net proceeds of every realisation flow [100%] to the Core [Founder to confirm — default 100%; any specific bequests to individuals are made in the will/letter of wishes, not from the Venture Trust], after (i) the spousal provision if funded from this source and (ii) the onshore estate the Founder has chosen to leave subject to Vietnamese forced heirship. 4. A trust-owned life policy on the Founder (owned by and payable to the Family Trust; "ILIT" is a US construct that does not fit this fact pattern — counsel to confirm the right wrapper) pays directly into the Core Endowment on death, providing liquidity while ventures are being realised.

• Nothing in the Venture Trust is Family capital until it reaches the Core. Members have no standing in it; the Council has no vote in it. Its only relationship to the Family is the flow described here.

B1.3 One-page map — the capital structure

(Cập nhật 31/8/2026 theo variant 3 của Founder's Life Fund; nguồn sự thật duy nhất cho sơ đồ này — Glossary trỏ về đây.)

flowchart TB
    subgraph TOTAL["Tài sản Luke ≈ $120M (đối soát 8/2026)"]
        direction TB

        subgraph GE["GROWTH ESTATE — Rổ Tăng trưởng (tăng thực theo chu kỳ 5 năm, của gia đình/định chế)"]
            direction TB

            subgraph BA["Bucket A — Leveraged Book"]
                A["SPXL / TMF / TQQQ<br/>LGT + KayHian<br/>$70.8M → target $60M<br/>chạy theo model, không rút ad hoc"]
            end

            subgraph BB["Bucket B — Fund Positions ≈ $42M NAV"]
                B1["Earth Venture I — NAV $27.9M (Luke = GP)"]
                B2["Earth Venture II — gọi $2.17M / còn $7.83M"]
                B3["Catalyst IV $10M · Catalyst V · Alter · Lightrock(?)"]
            end

            subgraph FVT["Founder's Venture Trust (BVI VISTA — dự kiến)"]
                V1["KỆ — cổ phần đang sở hữu:<br/>Athena · Saola · Replay GP · C3/SDC<br/>TheOne/Playable · MindlabAI · angels"]
                subgraph BC["Bucket C — Studio Pool $10M (T-bills)"]
                    C1["VÍ — tiền mặt chưa rót, nguồn DUY NHẤT<br/>cho công ty Explorer Group:<br/>Replay $2.2M · C3 · SDC · MindlabAI · NexDor<br/>chắc $6.2M / kèm điều kiện $9.2M"]
                end
            end

            subgraph FT["FAMILY TRUST"]
                CORE["Core Endowment<br/>seed $10M (2026) → thiết kế ≥ $60M<br/>không đòn bẩy · draw 1%/năm"]
                FSA["Family Support Account<br/>(giáo dục, y tế, khuyết tật — B4)"]
                MBP["Members' Backing Pool $2M<br/>(back venture của thành viên)"]
                SPINE["Philanthropic Spine<br/>Spine Floor = 30% draw<br/>(Spine Endowment: chỉ khi initiative qua review 5 năm)"]
            end
        end

        subgraph FLF["FOUNDER'S LIFE FUND — Quỹ Đời sống (die with zero, tự đứng)"]
            LF["Vốn gốc $12M · không nhận gì từ Growth Estate<br/>chi $500k/năm danh nghĩa đến 120 tuổi<br/>($50k y tế indexed + $450k sinh hoạt un-indexed)"]
        end
    end

    EXPL["Explorers Fellowship<br/>(Founder's Initiative, ~$1.2–1.5M/năm)"]

    %% Dòng chảy chính — mọi mũi tên về Core là một chiều
    A -- "bán theo lịch $10.8M" --> C1
    C1 -- "giải ngân (equity/convertible) → cổ phần mới về kệ" --> V1
    A -- "seed $10M (2026) + chuyển dần tới $60M" --> CORE
    V1 -- "exit: ≥50% net proceeds (add-on)" --> CORE
    B1 -- "DPI khi có → add-on" --> CORE
    CORE -- "draw 1% ($100k→$600k/năm)" --> DRAW{{"chia 50 / 20 / 30"}}
    DRAW -- "50%" --> FSA
    DRAW -- "20% governance/trustee" --> GOV["Chi phí vận hành"]
    DRAW -- "30%" --> SPINE
    LF -- "surplus sweep 5 năm/lần + phần còn lại khi mất" --> CORE
    LF -. "Founder tự tài trợ khi còn sống" .-> EXPL
    SPINE -. "top-up khi cần / sau Founder" .-> EXPL

    %% Nghĩa vụ
    B2 -. "capital calls $7.83M — cần reserve riêng, không lấy từ C" .-> BB

    style CORE fill:#1a5c38,color:#fff
    style LF fill:#8a4b08,color:#fff
    style A fill:#7a1f1f,color:#fff
    style SPINE fill:#1f4e79,color:#fff

B2. The draw

• Rate: 1% per year of the Core's trailing 3-year average market value, calculated at each financial year-end.
• Allocation of the draw: 50% Family Support Account · 20% governance and trustee costs · 30% Philanthropic Spine. The Council may vary the split within B1's purposes; it may not raise the rate.
• No principal, ever. If the draw is insufficient for B4 obligations in a given year, the Support Account is applied in the order set by the funding waterfall in §B4.6 — disability first, then health, then education — and B4.1–B4.4 are reduced (to zero if necessary) before any other step. Principal is never touched. "No principal" is the one promise that binds every other promise in this Schedule.
• Large-family draw (temporary, self-reverting). If both (i) living Members exceed 40 and (ii) the Family Support Account has been unable to meet B4 obligations in three consecutive years, the Council (≥2/3, Protector consent) may raise the draw to a maximum of 2% for periods of up to five years, renewable while both conditions persist. The rate reverts to 1% automatically when either condition clears. The additional draw goes wholly to the Support Account. This clause is part of this Schedule, not of the Core Principles.
• Guard-rail — pro-rata support. If total B4 spending in a year would exceed 0.6% of the Core's trailing 3-year average value even after the large-family draw, childhood and tertiary support (B4.1–B4.4) is reduced pro rata across all Members so the total fits. Health (B4.5) and disability (B4.6) are reduced only as the last steps of the §B4.6 waterfall. The promise is kept to everyone at a lower level, rather than to some at full level.
• A permanent draw rate above 1%, any draw above 2%, or any distribution of principal is an amendment of the Core Principles (Article IX threshold, Schedule C §C7), not of this Schedule.

B3. Investment policy

• The Trustee invests the Core under a written Investment Policy Statement approved by the Council, targeting long-term real growth with a diversified, low-cost, liquid-biased portfolio.
• Founder's reserved power. During the Founder's lifetime and capacity, the Founder directs investment of the Core (via the Trust's reserved-powers / VISTA mechanism, Schedule C §C9). On the Founder's death or incapacity, direction passes to an Investment Committee of the Trustee, one Council delegate and one independent professional appointed by the Protector.
• What belongs in the Core vs the Venture Trust — the one-question test. Would a professional trustee hold this position in the Family's endowment if the Founder were not there? If yes, it is Core; if it depends on the Founder's role, judgement, carry or ecosystem, it is Venture Trust (§B1.2).
  • Core: listed securities, bonds, funds; passive LP interests in third-party managed funds where the Founder holds no GP, advisory or carry position (e.g. Catalyst IV/V, Lightrock).
  • Venture Trust: any position where the Founder is GP, co-founder, director or carry recipient — including the Founder's own LP stakes in Earth Venture (a Core investment in a Founder-managed fund is a conflict of interest); co-investments alongside Explorer Group; direct angel positions; personal lending; crypto and domain assets.
• Private-markets limits for the Core: total illiquid exposure (NAV plus unfunded commitments) ≤ 25% of Core; unfunded commitments are always covered by liquid Core assets — capital calls are never met by borrowing or forced sales; distributions return to the Core; fund NAV counts toward Core value for the draw (the 3-year average smooths NAV lag). Transfer of existing LP interests into the Core requires the relevant GP consents.
• Prohibited: leverage against the Core; guarantees for any Member's or entity's obligations; loans to Members (other than Education Loans under B4.2, which are made from the Support Account, not the Core); concentration >15% in any single position other than broad index vehicles; investment in Members' ventures from the Core (that is the Members' Backing Pool's job).

B4. Belonging entitlements — the well-being package

Available to every Member from birth, unconditional on achievement, conduct, or parents' circumstances. Paid directly to providers, never as cash to a Member or parent.

B4.1 Childhood (birth to 18) — Parents First, the Family matches

Childhood is the parents' responsibility; the Family walks beside them and catches the child if they fall. Support for schooling and development (tuition, therapies, sports, arts, tutoring, essential travel for schooling) works as a match, not a grant:

• A common floor for every child. The Support Account pays the first $10,000 per year of every Member's eligible costs regardless of what the parents contribute — the same floor for every child in the Family, so that no cousin starts below another for reasons that are not their own.
• Above the floor, a 1:1 match, capped. For every dollar the parents pay above the floor, the Support Account pays one dollar — up to a further $20,000 per year per Member. Parents who add $10k receive a $10k match (Family total $20k); parents who add $20k or more receive $20k (Family total $30k). Above the floor the Family's share is never more than the parents' share, and the Family's total is never more than $30,000, so the combined ceiling remains $60,000.
• Parents choose and contract. The parents select the school and providers and hold the contract; the Trustee pays its share directly to the provider once the provider confirms the parents' share is paid. To the child, the parents remain the ones who provide.
• Hardship override — the child never loses. Where the parents cannot pay their share — loss of income, illness, divorce, death, or genuine inability assessed confidentially by the Trustee (not the Council) — the Trustee pays up to the full $60,000 without a match, for as long as the hardship lasts. Hardship is about capacity, not effort: parents who can contribute are expected to.
• Health is not matched. Health and insurance (B4.5) and disability support (B4.6) are paid in full regardless of the parents' means; no one stands between a child and a doctor.
• Unused annual amounts do not accumulate to the Member.

Why a match: it keeps able parents responsible and visible as providers, keeps the family's lifestyle anchored to what the parents can actually carry, and roughly halves the Family's childhood outlay — the largest single lever in the 100-year simulation — while the hardship override preserves the unconditional promise to the child.

B4.2 Tertiary education — the Family carries most of it, the student carries some

From 18 the entitlement belongs to the Member directly. It is designed so that a school is chosen for the education, not for the price the Family will bear, and so that the student has something of their own at stake.

• Cost share. The Family pays 50% of eligible costs (tuition, fees, reasonable living costs while enrolled), up to a cap of $100,000 per year at an institution on the Council-maintained Institution List (initially: top-100 in QS or THE world rankings, or equivalent standing in specialist fields — the List, not the country, governs) and $60,000 per year at any other accredited institution. The Family pays the lesser of 50% and the cap.
• The other 50% is for the student and their parents to arrange: scholarships and grants, paid work, the parents' voluntary contribution — or, where those fall short, an Education Loan from the Family (below). Scholarships count first and in full toward the student's share — the Family wants them to be sought.
• Scholarship dividend. Where scholarships exceed the student's 50%, the excess reduces the Family's share, and an equal amount is banked to the Member's B4.4 postgraduate entitlement (or to a structured B4.3 path), usable within ten years. The Member never receives cash; they receive more education.
• Education Loan — the one loan the Family makes. Where the student's share cannot be met, the Trustee may lend the shortfall on these fixed terms:
  • Purpose-proven. Advanced only against an institution's invoice and paid directly to the institution or landlord, never to the Member; the Member evidences enrolment and good standing each term.
  • Priced. Interest at US CPI + 3% per year, accruing from disbursement; no payments while enrolled and for 12 months after; then repaid over up to 10 years. The rate is set so that borrowing is real but never predatory.
  • Secured by the Member's future Family entitlements. The loan is a first charge on every future payment the Trust would otherwise make to or for that Member — the B4.4 postgraduate entitlement, the scholarship dividend, any venture backing (Schedule B §B5) and any return on it, and any other distribution — except health (B4.5) and disability (B4.6), which are never offset. No other collateral, no guarantors, no legal action: the Family's remedy is offset and standing, nothing more.
  • Standing while in default. A Member who is more than 12 months in arrears without an agreed restructuring is ineligible for venture backing and Council service until cured. Belonging (Schedule A) is untouched.
  • Cap. Total Education Loans to one Member may not exceed $100,000 of principal.
  • Hardship conversion. On the same confidential assessment as the hardship clause, the Trustee may convert all or part of a loan to a grant where repayment would defeat the purpose of the education (disability, caring duties, chosen low-paid service). This is the Trustee's decision, not the Member's request.
• Serious study is the condition. Support continues while the Member is in good standing with the institution and progressing toward the qualification. If the Member fails a year or is placed on academic probation, the Family's share pauses; one repeat year is supported at 50%, and support resumes in full on return to good standing. A second failure ends support for that programme; the Member may apply to the Council once for a fresh start in a different programme. Illness, disability and caring duties are never counted as failure.
• Hardship. Where a Member genuinely cannot raise their share — no scholarship, no parental capacity, no realistic work — and a loan would be unpayable, the Trustee may pay up to 100% on a confidential assessment, so that no Member is ever denied an education for want of money. Hardship covers capacity, not preference for a dearer school; the ordinary route for a shortfall is the Education Loan.
• Duration: standard programme length plus one year.

B4.3 Structured non-university paths

A Member who chooses a structured learning path other than university (apprenticeship, craft, conservatoire, athletics, vocational or military training, a supervised founder programme) receives support of equal value — 50% of eligible costs, up to $60,000 per year for up to four years — on a plan approved by the Council, on the same cost-share, progress and hardship terms as B4.2. Article VI: no Member is pushed to be an outlier, and no path is treated as lesser.

B4.4 Postgraduate

Up to two further years on the B4.2 terms (50% share, caps, Education Loan, progress condition) for admission to a listed institution or an equivalent professional qualification — extended by any scholarship dividend banked under B4.2.

B4.5 Health

Comprehensive health insurance for every Member for life, and for every Spouse Member during marriage and every surviving Spouse Member (Article IV's promise of health to those joined into the family, given a mechanism here — added 31 Aug 2026), paid by the Support Account. Where insurance does not cover a necessary treatment, the Council may approve direct payment.

B4.6 Disability and incapacity — first claim on Support, no cap within it

A Member unable to support themselves by reason of disability, illness or incapacity receives whatever is needed for a dignified life, for as long as needed. This is the promise of Article IV under its hardest test. It is honoured as follows:

• No cap within the Support resources. Disability support is not limited by the per-Member amounts in B4.1–B4.5 and is not subject to the 0.6% pro-rata guard-rail until every other B4 item has been reduced to zero.
• First claim. Disability support is paid before any other use of the Support Account, including governance costs drawn from it.
• Disability Reserve. The Trustee ring-fences within the Support Account a reserve equal to three years of projected disability payments (minimum $250k once any Member is receiving disability support), topped up before any B4.1–B4.4 payment is made.
• Insurance first. The Support Account buys long-term disability and long-term care insurance for every Member from age 18, so that the Reserve is the second line, not the first.
• Funding waterfall when Support is insufficient: (i) Support Account balance → (ii) Disability Reserve → (iii) insurance proceeds → (iv) large-family draw (§B2) → (v) reduction of B4.1–B4.4 to zero → (vi) reduction of B4.5 → (vii) voluntary top-ups from the Founder or Members. Core principal is never a step in this waterfall.

The honest statement of the promise is therefore: the Family will spend everything it has for a disabled Member before it spends anything on anyone else — but it will not consume the seed that protects the next disabled Member a generation from now.

B4.7 Parents may decline or defer

While a Member's parents are living and able, they may decline the B4.1 match or defer it; declined amounts stay in the Support Account. The entitlement is the Member's, not the parent's, and revives on request. During the Founder's lifetime, the match for the Founder's own children defaults to "declined until requested", so that the Support Account is not drawn for costs the Founder is already meeting. From age 18 the entitlements in B4.2–B4.4 belong to the Member directly and are not subject to parental decline.

B4.8 What the package is not

• No cash distributions to any Member, at any age, for any reason other than B4 items paid to providers (no-cash rule; Founder decision 27 Aug 2026).
• No housing purchases, no allowances, no "launch capital" — a good life is supported through education, health and freedom, not through unearned money (Article V, fourth principle).
• No loans or guarantees — with one exception: the Education Loan in B4.2, on its fixed terms.

B5. Venture backing — the Sphere of Capital

A Member 21+ may seek Family investment in a venture they lead.

Venture backing is never conditioned on, and never affects, B4 entitlements.

B6. Spousal provisions

Provisions for Spouse Members and former Spouse Members (housing, lifetime income, health, a self-reliance fund) are defined in the Trust Deed and each Member's marital property agreement — not here. Where funded through the Trust, they are paid from the Support Account and reported in the annual accounts. The Constitution neither creates nor limits such provisions.

B7. Reporting and transparency

• Annual accounts of all four pools to the Family Assembly; full detail to Members 21+.
• Annual Institution List and CPI adjustments published by the Council.
• The Trustee reports every venture backing, every B4.6 case (anonymised where the Member wishes), and every deferral under B2.

B8. Prohibitions (summary)

No distribution of Core principal · no draw above 1% except the temporary large-family draw (max 2%, §B2) · no loans, guarantees or pledges (sole exception: Education Loans, B4.2) · no cash to Members · no Core investment in Members' ventures · no lifestyle funding for any generation, including Gen 1.

Decisions recorded (Founder, August 2026)

• B2 draw allocation 50 / 20 / 30: confirmed.
• B3 concentration limit 15%: confirmed. Passive third-party LP interests permitted in Core within a 25% illiquid cap; crypto excluded from Core (held personally or in the Venture Trust). Founder to confirm.
• B4.7 default "declined until requested" for the Founder's children during his lifetime: confirmed.
• B4.2–B4.4 cost share (27 Aug 2026): Family pays 50% up to the tier caps; the other 50% from scholarships (counted first), work, parents — or an Education Loan (CPI+3%, paid direct to institution, secured by future Family entitlements except health/disability, cap $100k, hardship conversion by Trustee); scholarship excess banked as extra postgraduate entitlement; support pauses on academic failure (one repeat year at 50%); hardship override to 100% where a loan would be unpayable. Confirmed.
• B4.1 Parents First (27 Aug 2026): childhood support is a common floor of $10k/yr for every child plus a 1:1 match of the parents' contribution above it, Family total capped at $30k/yr per child; hardship override to $60k assessed confidentially by the Trustee; health and disability never matched. Tertiary (18+) is the Member's own entitlement; its economics are the 50% cost share per the B4.2–B4.4 decision below (this sentence previously said "remains 100%" — stale, corrected 31 Aug). Confirmed.
• B4.2 Institution List methodology (QS/THE top-100 or equivalent): confirmed.
• Pool 4 Philanthropic Spine: governed by Schedule D (v2, 29 Aug 2026) — hard floor of 30% of the Core draw; no separate endowment until an initiative passes its first five-year review; Explorers is the Founder's personally funded initiative.
• B1.2 Founder's Venture Trust — proceeds on death flow to Core at [100%]: Founder to confirm; Venture Committee names: open.
• Life Fund self-standing, variant 3 (31 Aug 2026): salary model removed. Principal $12M; planned spend $500k/yr nominal = $50k health (CPI-indexed) + $450k living (un-indexed — real spend declines with age by design); five-yearly surplus sweep to the Core Endowment of any balance above remaining planned spend to age 120; remainder at death → Core Endowment. At a 5% nominal return the fund sustains the plan past 120 with sweeps beginning in later life. Confirmed.
• ~~Founder's two pools (30 Aug 2026): principal $[20]M + salary $[750]k/yr from the Growth Estate~~ — superseded 31 Aug.
• Core seeding path (30 Aug 2026): Core starts at $10M unleveraged (Founder's "path (b)") rather than $60M at once, because the Founder's 2030 growth objective keeps the leveraged book outside the trust until then; design size unchanged; Founder personally backstops B4 until the Core reaches $60M; the 100-year simulation applies from the date the Core reaches design size. Confirmed.
• Spouse health (31 Aug 2026): B4.5 extended to Spouse Members during marriage and surviving Spouse Members; A2 aligned. Resolves the Article IV "joined into" gap (Codex P1-6, partial — the wider promise-vs-quantum wording is still open). Confirmed.
• Consistency pass (27 Aug 2026, after external review): "no principal" vs "disability no cap" resolved by the §B4.6 funding waterfall, Disability Reserve and insurance; Schedule C §C6 aligned to the large-family draw.
• Add-on commitment (≥50% of Explorer Group exit proceeds), large-family draw (max 2%, >40 Members + 3-year deficit), pro-rata guard-rail (0.6% of Core): confirmed August 2026 following the 100-year simulation (outputs/Capital Survival Simulation (2026–2126).md).

Governance Schedule to the Family Constitution. First draft, August 2026. Amendable by the Family Council (≥2/3) with Protector non-objection, per Article IX — except §C7, which restates the Core Principles threshold and is itself a Core Principle. Gives effect to Articles VIII and IX.

Design principle (Article VIII): built to thrive without any one person. Every role below has a successor; every power has a check; nothing waits on the Founder.

C1. Bodies and roles

C1B. "Council" as a defined term

Where this Constitution says "Council" without qualification, it means the body governing at that time: the Founding Council during the Founding Period; the Transitional Council after the Founder's death or incapacity until the Trigger; the Family Council thereafter. During the Founding Period, any threshold expressed as "Council ≥2/3" is satisfied only by the Founder and the Protector both assenting in writing (the Founding Spouse votes only on Belonging matters, A3.2). (Added 31 Aug 2026 — Codex P0-5.)

C1A. Capital matters and Belonging matters

Every vote in this Constitution is one or the other. Spouse Members (and the Founding Spouse on the Founding Council) vote only on Belonging matters.

Where a matter is mixed, the chair classifies it before the vote; the Protector may reclassify on request of any voter.

C2. The Founding Period

From ratification until the Trigger (C3), the Founding Council governs:

• Founder — chair; votes on all matters; directs Core investment (reserved power).
• Founding Spouse — votes on Belonging and well-being matters only (Schedule A §A3.2); no vote on Capital matters.
• Tiến — independent seat; votes on all matters; also serves as Protector. (Note: while Tiến holds both seats, the Protector's consent on reserved matters is exercised separately and recorded as such.)

Decisions: majority of votes cast on the matter. On a Capital matter the voters are the Founder and Tiến; a tie is resolved by the Founder, except reserved matters (C6), which need Protector consent.

Successor Protector. The Founder names, in a sealed letter held by the Trustee, a first and second successor Protector. As of August 2026 no successor has been identified; this is the single most important open item in the Family's governance. Until a successor is named, the Trustee appoints an independent professional protector if Tiến ceases to serve. Removal and succession of the Protector are governed by §C6A — the serving Protector never controls either.

C3. The Founding Period and the Trigger

The Founding Period runs from ratification until the Trigger: the first date on which the Family has ≥4 Members aged 28+ eligible for Council. This is the single definition used everywhere in this Constitution (C7's Core freeze, Schedule A, Schedule B).

• During the Founding Period the Founding Council (C2), Trustee and Protector run the Family.
• The Founder's death or incapacity does not end the Founding Period. It converts the Founding Council into the Transitional Council described in C5, which governs until the Trigger. An elected Council cannot be created before there are people eligible to sit on it.
• At the Trigger the Trustee convenes the Assembly within 90 days to elect the Family Council (C4); the Founding or Transitional Council dissolves on the Council's first meeting.

C4. The Family Council after the Trigger

• Seats: 3 to 5, of which at least one independent (non-Member, Protector-nominated, Assembly-confirmed).
• Eligibility: Members 28+ in good standing (Schedule A §A8); independents by Protector nomination.
• Term: 3 years. Maximum three consecutive terms, then at least one term off. Standing is earned and temporary (Article VIII).
• Election: by the Assembly, one vote per Member 21+; Spouse Members do not vote in Council elections.
• Chair: elected by the Council for the term; may not be the Protector.
• Decisions: simple majority, except reserved matters (C6).
• Removal: by ≥2/3 of the Assembly, or by the Protector for cause (fraud, incapacity, persistent absence), subject to Assembly confirmation at its next meeting.
• Generational balance: where two or more adult generations exist, no single generation may hold all Member seats.

C5. Death or incapacity of the Founder before the Trigger (Option B)

If the Founder dies or is incapacitated while the Founding Period is running:

1. The Trustee continues to hold and administer all Trust assets under Schedule B. No asset moves; no rule changes.
2. The Protector (Tiến, or the named successor) becomes the controlling independent voice: consents to reserved matters, appoints the independent professional to the Investment Committee, and chairs the Transitional Council.
3. The Founding Spouse continues with the Belonging/well-being vote. She is the guardian of the person of her own minor children (by birth or adoption) — never the guardian of Trust assets, which remain with the Trustee. Guardianship of any other minor Member follows that child's own parents and, failing them, the guardian preference list (Schedule A §A5.3.2).
4. A minor Member's support flows under Schedule B §B4 directly to providers; the Trustee liaises with the guardian, whose cooperation is not a condition of payment.
5. Investment direction of the Core Endowment passes to the Investment Committee (Schedule B §B3). Direction of the Founder's Venture Trust passes to the Venture Committee named in the Founder's letter of wishes (Schedule B §B1.2); realisation proceeds flow to the Core Endowment as that section provides.
6. The Transitional Council — Protector (chair) + Founding Spouse + one Member 28+ if any, otherwise a second independent appointed by the Trustee (not by the Protector) — governs until the Trigger (C3). Its powers are those of the Founding Council; it may not amend the Core Principles (C7).

Incapacity is determined by two independent physicians' written opinions delivered to the Trustee, or by court order.

Alignment with the Founder's estate documents. The will and any revocable trust must name the same guardian of the person, must not attempt to direct Trust assets, and must keep assets subject to Vietnamese forced heirship (Civil Code 2015, Art. 644 — spouse, minor children, parents, adult children unable to work: 2/3 of a statutory share each) to the onshore estate the Founder is content to see divided under that law.

C6. Reserved matters

Require Council ≥2/3 and Protector consent:

• Any change of Trustee or of the governing law/jurisdiction of the Trust
• Appointment of a Protector (C6A) — Protector consent is not required for the Protector's own removal for cause
• The temporary large-family draw (Schedule B §B2)
• Any pledge, charge or encumbrance over Trust assets
• Any change to the Institution List methodology, the B4 amounts, or the draw allocation; any Spine spending above its annual floor, creation or alteration of a Spine Endowment, or launch of a third-party vehicle (Schedule D)
• Suspension of a Member's Capital standing (Schedule A §A8)
• Admission of any non-Descendant to Membership (not currently permitted; would itself require a Core Principles amendment)
• Merger, division or migration of the Trust

Require the Core Principles threshold (C7), not merely reserved-matter consent:

• Any distribution of Core Endowment principal; any permanent draw above 1%; any draw above 2% (the temporary large-family draw of up to 2% under Schedule B §B2 is a reserved matter, not a Core Principles matter)
• Any change to the Two Spheres, the Promise to Every Member (Article IV), the perpetual Endowment, or the Philanthropic Spine
• Dissolution of the Trust

C6A. The Protector — checks, removal and succession

The Protector holds real power (C1, C6, C8). Power without a check is the failure mode Article VIII exists to prevent, so:

• No self-perpetuation. The serving Protector may not appoint, nominate or veto their own successor, and their consent is never required for their own removal.
• Removal for cause — fraud, conflict of interest not disclosed and recused, incapacity, persistent unavailability, or acting against the Core Principles — by Council ≥2/3 excluding the Protector's own vote, with the Trustee's written concurrence that cause exists. Where the Assembly has ≥4 Members 21+, the removal is confirmed or reversed at its next meeting by simple majority. During the Founding Period, "Council" here means the Founder acting with the Trustee's written concurrence (removal of the Protector is a Capital matter, on which the Founding Spouse does not vote — A3.2); after the Founder, the other members of the Transitional Council with the Trustee's written concurrence.
• Removal without cause requires Council ≥2/3 and Assembly ≥2/3 of Members 21+ (not available during the Founding Period).
• Succession order: (i) the Founder's named successors; (ii) a person appointed by Council ≥2/3 from independent candidates — the outgoing Protector may propose but not vote; (iii) failing both within 90 days, a licensed professional protector appointed by the Trustee.
• Term. A Protector appointed after the Founder's list is exhausted serves six years, renewable once by Council ≥2/3.
• Independence. The Protector may not be a Member, a Spouse Member, a Parent of a Member, an employee of the Trustee, or a person with a financial interest in any Venture Trust holding.

C7. Amendment thresholds (restates Article IX — this section is Core)

C8. Dispute resolution

Applies to disputes among Members, Spouse Members, the Council, the Protector or the Trustee concerning the Constitution, the Schedules or the Trust.

• No public courts, except to enforce an arbitral award or where law mandates.
• Costs: the Trust pays steps 0–3; step 4 costs are split equally, subject to the arbitrator's discretion.
• Retained family mediator. The Council seeks to retain a family-systems mediator on an annual retainer who meets the Family once a year whether or not any dispute exists. If a suitable mediator is found, this is used before anything else (Founder's instruction). [Action: identify candidates.]
• No-contest (to be confirmed by counsel): a beneficiary who litigates against the Trust in a public court, other than to enforce an award, has Capital standing suspended for the duration of the proceedings. Belonging entitlements (B4) are never affected.

C9. Legal wiring — hypotheses for counsel [E17 — open]

Status of this section. Everything in C9 is a working hypothesis based on general practice, not a verified legal conclusion. In particular, none of the following has been confirmed by counsel for the Founder's facts (Vietnamese national and tax resident, BVI holdcos, Vietnamese-law marriage): enforceability of the arbitration clause (C8) against beneficiaries; the no-contest clause; whether a BVI/Singapore firewall in fact defeats a Vietnamese Art. 644 or matrimonial claim asserted in personam against the Founder; the tax treatment of settling BVI shares and of distributions to Vietnam-resident beneficiaries; and how far VISTA/reserved powers can go before the trust is attacked as a sham. Counsel's job is to confirm, modify or replace each item.

The Constitution is not a legal instrument. It takes effect through the following, to be finalised with counsel.

C9.1 Trust jurisdiction and form — options

Working assumption for drafting (revised 1 Sep 2026): Founder's Venture Trust = BVI VISTA (trustee non-intervention is exactly right for operating companies). Family Trust (Core) ≠ VISTA — the Core needs trustee-enforced discipline (no leverage, 15% cap, 1% draw), so trustee non-intervention is a bug there, not a feature; candidates are a conventional BVI/Singapore trust or a Cayman STAR (row above). A BVI non-charitable purpose trust should also be priced as the no-third-jurisdiction alternative for the Spine. Ownership jurisdiction and management jurisdiction can differ — investment management/family office in Singapore either way. Counsel questions: (i) can a STAR hybrid hold B4 entitlements and Core Principles purposes together; (ii) what does enforcement-by-Enforcer-only do to a Member's Article IV rights; (iii) banking/substance for STAR + PTC with Singapore management.

C9.2 Philanthropic Spine — options (superseded in part by Schedule D §D8: default is no charitable registration)

• Donor-advised fund in Singapore (e.g. Community Foundation of Singapore) — cheap, immediate, revocable to foundation later.
• Singapore charitable trust / company limited by guarantee — own governance and brand; sensible when annual giving is durably ≥ $1M.
• Vietnamese charitable fund for onshore giving (Vietseeds-type scholarships) as a grantee of the above, not as the spine itself.

C9.3 Documents that must agree with each other

1. Trust Deed (Core) — encodes Schedule B mechanics, spousal provisions, reserved powers, Protector role, firewall governing law.
2. Founder's Venture Trust Deed (VISTA) — holds Explorer Group; add-on flow to Core; Venture Committee on death; per-company letters of wishes; nominee migration plan.
3. Letter of Wishes — Part I and Schedules A–D, attached and updated on each amendment.
4. Marital property agreement (Vietnam, notarised) and spousal consent/waiver to the settlement — per the Term Sheet.
5. Founder's will and any revocable trust — guardian of the person; onshore estate only; no attempt to direct Trust assets.
6. Shareholder/LP consents for any transfer of interests into the Trust (Earth Venture LPs, Replay co-founders, C3/SDC partners, Tripledot/Lion agreements).
7. Tax opinions (Vietnam + trust jurisdiction) on settlement, distributions to Vietnam-resident beneficiaries, and gross-up.

C9.4 Vietnam-specific constraints (from research, to be confirmed by counsel)

• Vietnam does not recognise trusts and is not party to the Hague Trust Convention; trust assets must sit in a recognising jurisdiction via non-Vietnamese entities — the current structure.
• Assets irrevocably settled during life are not estate and fall outside Art. 644 forced heirship; assets still in the Founder's name at death are subject to it — including the claims of the Founder's parents.
• Marital property presumption (Law on Marriage and Family 2014) applies to assets acquired during marriage regardless of title; settlement without the spouse's consent is voidable — hence the marital property agreement precedes the trust.

C10. Conflicts of interest and recusal

• Disclosure. Every Council member, Protector, Investment Committee and Venture Committee member discloses in writing, annually and whenever it arises, any interest in a matter before the body.
• Mandatory recusal — the person leaves the room and does not vote — where the matter concerns: (a) venture backing, support or any payment for themselves, their spouse, their parent, child, sibling or the spouse of any of these; (b) their own appointment, removal, remuneration or the appointment of their successor; (c) any guardianship or spousal provision in which they are the guardian, spouse or former spouse concerned; (d) any transaction with an entity in which they or a person in (a) hold an interest — including Explorer Group companies, Earth Venture and the Venture Trust while the Founder or his relatives are involved.
• Quorum after recusal. If recusals leave fewer than two voting members, the Protector appoints an independent to sit for that matter; if the Protector is recused, the Trustee appoints.
• External Judge independence. The External Judge for a venture attempt must have no family, financial or employment relationship with the applicant or any Council member in the preceding five years.
• Founder-related transactions. Any dealing between the Core Endowment and Explorer Group, Earth Venture or the Venture Trust other than the one-way add-on flow (Schedule B §B1.2) requires Council ≥2/3 with the Founder and Founding Spouse recused, Protector consent, and an independent fairness opinion.
• Record. Recusals are minuted and reported to the Assembly annually.

Decisions recorded (Founder, August 2026)

• Consistency pass (27 Aug 2026, after external review): C3/C5 trigger unified (Founder's death does not create an elected Council — it creates the Transitional Council); C6 aligned to Schedule B's large-family draw; Founding Period defined once (C3) and used in C7; Protector checks, removal and succession added (C6A); guardian clause narrowed (C5.3); Capital/Belonging matters defined (C1A); conflicts of interest and recusal added (C10); C9 relabelled as hypotheses for counsel.
• C2 successor Protectors: none identified yet — left blank deliberately. Priority action.
• C9.1 jurisdiction: deferred; working assumption BVI VISTA now, migration power to Singapore.
• C9.2 Philanthropic Spine vehicle: decided in Schedule D §D8 — no charitable registration by default; ring-fenced Trust account plus an operating company; endowment only after a five-year review.
• C8 retained family mediator: to be sought; used first if found.
• C4 term limits (3 years × max 3 consecutive) and at least one independent seat: confirmed.
• C5 two-physician incapacity test: confirmed.

Governance Schedule to the Family Constitution. Second draft, 29 August 2026 (first draft 28 August, restructured after the Founder's review). Amendable by the Family Council (≥2/3) with Protector non-objection, per Article IX. The existence of the Philanthropic Spine and its founding conviction are Core (Article VII); everything here about money, form and programmes is not.

Article VII: talent is everywhere; opportunity is not; we exist, in part, to close that gap. This Schedule fixes the direction and the mechanism — and deliberately leaves the initiatives to each generation. No family has ever guessed the right programme for sixty years ahead; the families whose giving lasted kept the conviction and let the form evolve.

D1. Three tiers, three degrees of permanence

D2. Direction

The Spine backs exceptional people who lack exposure, networks and opportunity — beginning with education, beginning in Vietnam, and never ending there. It prefers few and deep over many and shallow, because that is how the Founder's capital was built and because outliers multiply each other. It keeps a base of broad opportunity so that excellence which does not fit any flagship still finds a door.

Root — Vietnam first, not Vietnam only. The Spine's first duty is to Vietnamese talent — people in Vietnam or of Vietnamese origin anywhere. The root follows the people, not the border, so it still holds for descendants and beneficiaries living abroad. While the opportunity gap for Vietnamese talent persists, at least [70]% of Spine spending serves them; the balance may follow the thesis wherever it leads. The Giving Committee tests the gap every ten years against published indicators [e.g. GDP per capita relative to the OECD median, tertiary-education access, net outbound talent flows — Committee to fix the set at first review]; if Vietnam has closed the gap, the Council (≥2/3, Protector consent) may lower the floor. Whatever the floor, the Family's giving always keeps a visible presence in Vietnam — that is where the name comes from, and Article VII ties the name to the giving. This clause implements Article VII's "talent is everywhere" through a priority, not a limit, so it never contradicts the Core Principles.

Permitted forms of giving. The form of giving evolves while the direction holds — LGT's venture philanthropy that became Lightrock is the reference (see References — Family Constitution/Venture Philanthropy — Case Studies (LGT & Others).md). This Schedule therefore names instruments, not vehicles, and defines them by return band, not by label — vocabulary changes over a century; ratios do not:

The Spine may give by any of: unrestricted or programme grants; multi-year core funding with capacity-building and board involvement ("venture philanthropy", return band −100% to 0%); recoverable grants; concessionary loans or guarantees; equity or quasi-equity in non-profit or social-purpose organisations; prizes and awards; fellowships and secondments; contributions to pooled funds with published selection criteria; and such other instruments as the Giving Committee approves. Instruments expected to return capital (return band 0% to below market — "impact investment") are held and accounted for in a vehicle separate from the grant-making pool. All recoveries, returns and residual value flow back to the Spine and never to the Family or its Members. Market-rate investing is not giving and belongs in the Core.

The last sentence but one is the mission lock. It mirrors LGT VP's founding rule that any profit is channelled back into the foundation.

Never funded: religious or political organisations or campaigns; any entity in which a Member, Spouse Member or Backer holds a controlling interest without written disclosure to the Giving Committee; anything the Family would be embarrassed to see traced back to it in a hundred years.

D3. Funding — a hard floor the Family can always carry, and nothing it cannot

• The floor. The Spine receives 30% of the Core draw every year (Schedule B §B2) — $30,000 a year at the $10M seed and about $180,000 once the Core Endowment reaches its $60M design size — i.e. 0.30% of the Core Endowment (≈0.14% of total family assets today), rising with the Core in perpetuity. This is the Family's permanent commitment. It is funded from the Core draw and never from the Family Support Account; the Support Account is never funded from the Spine.
• Founder-funded initiatives. During the Founder's lifetime he may fund initiatives of his own — currently Explorers (D6) — from personal assets, at any scale he chooses. These are gifts to the Spine's direction, not obligations of the Family or of any later generation.
• Earning an endowment. The Spine holds no separate endowment until an initiative has passed its first five-year review (D5). When one does, the Council (≥2/3, Protector consent) may establish a ring-fenced Spine Endowment inside the Family Trust, sized and drawn as it then decides, and may direct a share of future exit add-ons (Schedule B §B1.2) to it. The same discipline the Family applies to a Member's venture — seed, prove, then scale — applies to its own giving.
• Perpetual by default. Any Spine Endowment, once created, may be drawn above its set rate only by Council ≥2/3 with Protector consent, and never below a floor the Council sets at creation. Ending the Spine altogether is a Core matter.
• Third-party money. If the Spine ever manages money that is not the Family's (co-funders, Backers, clients of an impact vehicle), it does so through a separate vehicle with its own governance, and the Family's own direction (D2) is written into that vehicle's founding documents so that outside capital cannot bend it.

D4. Governance

Giving Committee — sets strategy and budgets across the Spine; approves, reviews and ends initiatives; reports annually to the Assembly.

• 3–5 seats: the Founder as chair while living and willing; one Council delegate; one independent whose values and background differ deliberately from the Founder's (educator, artist, social-sector leader — not another founder or investor), Protector-appointed; from the second cohort of any fellowship-type initiative, one alumnus elected by alumni.
• Decisions by majority. Spending above the annual floor, creating or altering a Spine Endowment, or launching a third-party vehicle are reserved matters (Schedule C §C6).

Selection of people or organisations — wherever an initiative selects individuals or grantees, selection is by a panel with an independent majority, requiring unanimity or a stated supermajority, with recusal rules per Schedule C §C10. No single person — including the Founder — selects alone. The Endeavor International Selection Panel is the reference model.

Members and the Spine. Descendants may apply to any initiative on the same bar as anyone, with related panel members recused; no quota, no preference, no penalty. Members may serve as Backers or mentors on the same terms as outsiders.

Opportunities. The Spine's initiatives are private family programmes, not registered charities, unless the Council decides otherwise; they seek no tax privilege and may share opportunities — including at Explorer Group and its portfolio — as any network does. The Family accepts, knowingly, that its giving and its business share a name and a network; they are separated by money (D3), not by pretending to be strangers.

Safety. Any initiative involving physical activity maintains written safety standards, qualified guides, insurance for every participant, and a standing rule that any participant may withdraw from any physical activity without penalty or record.

D5. Review, measurement and endings

• Every initiative is reviewed at five years by the Giving Committee with one outside reviewer, and every five years after. The review asks three things: is the direction (D2) still being served; is the form still the right one; would we start this today.
• Every person or organisation the Spine has backed is followed for ten years. The one number the Family keeps across all initiatives: the share of those it backed who go on to back others.
• An initiative that fails two consecutive reviews is redesigned or ended. Money returns to the Spine, never to the Family.
• Each generation may launch its own initiative through the Giving Committee. No initiative — including the Founder's — has a privileged position after its founder is gone, beyond being reviewed like every other.

D6. The Founder's Initiative — Explorers (2026–)

The Founder's initiative under the Spine is Explorers: a five-year, five-continent fellowship for 21–27-year-old Vietnamese "pre-outliers" selected for intellectual, physical and builder proof — governed by its own Programme Charter (Explorers Fellowship — Programme Charter (Draft).md), which this Schedule incorporates by reference for as long as the initiative runs.

• Funded by the Founder personally during his lifetime (D3); the Spine's floor may top it up in a lean year at the Committee's discretion.
• Selected by an independent-majority Selection Board with recusal, per D4 and the Charter; the Founder holds no veto after the third cohort.
• Reviewed at five years like every initiative; if it earns a Spine Endowment (D3), the Council sizes it then, on evidence.
• Its Chain of Giving is a grant with a pledge, not a loan — deliberately distinct from the Education Loan to Members in Schedule B §B4.2.

D7. Members' Giving — learning judgement

• From 21, every Member may direct $[10,000] per year of Spine money to causes within D2, with a one-page memo before and a one-page reflection after. Unused amounts lapse.
• The Family matches a Member's own donations 1:1 up to $[25,000] per year — responsibility first, the Family alongside, as in Schedule B.
• These are Belonging matters (Schedule C §C1A); Spouse Members participate and vote. Spine strategy, budgets and any Endowment are Capital matters.

D8. Legal form (hypotheses for counsel — Schedule C §C9)

• Default: no charitable registration. The Spine's floor sits in a ring-fenced account of the Family Trust; an operating company (Singapore or Vietnam, owned by the Trust) runs any initiative that needs staff and contracts. Grants to Vietnamese organisations follow Vietnamese rules on foreign-sourced funding; counsel confirms the route before the first grant.
• Later options: a registered charitable vehicle if scale or partners require it (accepting private-benefit constraints on D4 opportunities at that time); a separate impact vehicle if the Spine's form evolves that way (D3, third-party money).

Decisions recorded (Founder, 28–30 August 2026)

• Root clause (30 Aug 2026): Vietnam first, not only — ≥[70]% of Spine spending for Vietnamese talent (in Vietnam or of Vietnamese origin anywhere) while the opportunity gap persists; ten-year gap test; floor adjustable by Council + Protector; permanent visible presence in Vietnam. Confirmed; percentage and indicators to be set.
• Spine = direction + mechanism, not initiatives; Explorers is the Founder's Initiative, funded personally, with no privileged status after him. Confirmed 29 Aug.
• No separate endowment until an initiative passes its first five-year review; the Family's hard commitment is the 30% Core-draw floor (0.30% of the Core Endowment). Confirmed 29 Aug.
• Permitted forms include grants, venture philanthropy, recoverable/concessionary instruments and impact investment — form may evolve (LGT → Lightrock reference). Confirmed 29 Aug. Clause redrafted 29 Aug from the venture-philanthropy research memo: instruments not vehicles, return bands not labels, mission lock (returns never to the Family), separate vehicle for capital-returning instruments.
• Selection by independent-majority panel, unanimity/supermajority, Founder never alone; one deliberately "unlike the Founder" seat on the Giving Committee. Confirmed 29 Aug (follows the Enneagram discussion and the Thiel / YC / Endeavor comparison).
• Shared name with Explorer Group accepted; no charitable registration by default; descendants may apply on the same bar; Chain of Giving is a grant with a pledge. Confirmed 28 Aug.

Open items for the Founder

1. Root clause: confirm the [70]% floor and the gap indicators (D2).
2. Members' Giving amounts (drafted $10k allowance, $25k match cap).
3. Whether the Explorers Programme Charter adopts the four selection adjustments proposed on 28 Aug (one "unlike me" Board seat; ~25% of places for candidates the scorecard cannot rate; work sample + a reference from someone who saw the candidate fail; reflection led by a facilitator unlike the Founder).
4. Name and appointment of the first Giving Committee independent (D4).