First Directors' Resolutions

IT IS RESOLVED THAT the Directors:

1. note and record the registration of the Company by ASIC on [date] and the issue of ACN [number];
2. direct the Secretary to open and maintain the registers required by Part 2C.1 of the Corporations Act, including the register of Members, register of Directors, register of Directors' interests, and register of charges;
3. direct the Secretary to display the Company's name and ACN on all public documents and negotiable instruments as required by s.153 of the Corporations Act; and
4. note that the word "Limited" in the Company's name will be omitted from public documents in reliance on the exemption in s.150 of the Corporations Act on the basis that the Company's Constitution (clauses 6 and 7) requires it to pursue charitable purposes, prohibits distributions to Members, and requires surplus assets on winding-up to be transferred to another charity with similar purposes.

IT IS RESOLVED THAT the Directors:

1. ratify and confirm the Constitution adopted by the Members on registration as the Constitution of the Company;
2. note that the Constitution contains the paramount charitable-purpose clause (clause 4), not-for-profit clause (clause 7), winding-up clause (clause 33) and precedence clause (clause 35) required by the ACNC and the ATO for charity registration and DGR endorsement; and
3. direct that the Constitution be kept at the Company's registered office and provided to any Member on request in accordance with s.139 of the Corporations Act.

IT IS RESOLVED THAT, in accordance with clause 22 of the Constitution, [Prof. Anthony Sanders / independent Director name] be and is hereby appointed as Chair of the Board of Directors, to hold office until the conclusion of the next Annual General Meeting or such earlier date as the Board may determine.

IT IS RESOLVED THAT:

1. [Secretary name] be and is hereby appointed as Company Secretary of the Company under s.204A of the Corporations Act, having provided a signed Consent to Act as Secretary under s.204C on [date];
2. the Secretary be appointed as the Company's contact person with ASIC and the ACNC;
3. the same person be and is hereby appointed as Public Officer of the Company for the purposes of s.252 of the Income Tax Assessment Act 1936 (Cth); and
4. the Secretary be authorised to lodge Form 484 with ASIC and equivalent notifications with the ACNC to record these appointments.

IT IS RESOLVED THAT, with Laurence Hugo having declared his conflict and having recused himself:

1. Laurence Hugo be and is hereby appointed as Chief Executive Officer (CEO) of the Company on the terms of the CEO Employment Agreement tabled at this meeting (a copy of which is annexed as Annexure A);
2. the CEO's total remuneration package be set at [$XXX,XXX inclusive of superannuation guarantee] per annum, being an amount that the Board (after receiving external benchmarking evidence tabled as Annexure B) has determined is reasonable, commensurate with the responsibilities of the role, and no more than would be paid on arm's-length terms for an equivalent charity CEO position, having regard to the ACNC guidance Remunerating Responsible People;
3. the CEO's remuneration and total remuneration package be reviewed annually by the Nominations and Remuneration Committee and any change be approved by the Board on the recommendation of that Committee, with the CEO recusing himself from all such discussions and votes;
4. the CEO Employment Agreement contain the "no-personal-benefit" acknowledgement required by clause 7 of the Constitution and the ACNC Governance Standards, and be terminable on [three months'] notice by either party (with immediate termination available for cause); and
5. the appointment be recorded on the Register of Related-Party Transactions and disclosed in the annual financial statements in accordance with AASB 124 Related Party Disclosures.

IT IS RESOLVED THAT, with Laurence Hugo having declared his conflict and having recused himself:

1. Lisa Hugo be engaged as Beneficiary Liaison Officer on the terms of the employment offer tabled at this meeting (a copy of which is annexed as Annexure C);
2. Lisa Hugo's total remuneration package be set at [$XX,XXX inclusive of superannuation guarantee] per annum, being an amount that the Board has determined (after receiving external benchmarking evidence tabled as Annexure D) is no more than would be paid to an unrelated party performing the same role;
3. the Board notes and records that Lisa Hugo was selected on merit against the position description approved by the Nominations and Remuneration Committee, and that the appointment is, in the reasonable opinion of the non-conflicted Directors, in the best interests of the Company and its beneficiaries;
4. the appointment be recorded on the Register of Related-Party Transactions and disclosed in the annual financial statements in accordance with AASB 124; and
5. Lisa Hugo's performance and remuneration be reviewed annually by the CEO (and, at each review, presented to the Nominations and Remuneration Committee for oversight), with Laurence Hugo recusing himself from all deliberations concerning Lisa Hugo's remuneration or continued engagement.

IT IS RESOLVED THAT, with Carla Oliver having declared her conflict and (if a Director) having recused herself:

1. the Company accept the offer from CoSai CFO Services to provide financial-management, bookkeeping, budgeting, reporting and CFO-advisory services to the Company during Year 1 on an in-kind (no-fee, no reimbursement of overhead) basis, on the terms of the CoSai Engagement Letter tabled at this meeting (a copy of which is annexed as Annexure E);
2. the Board notes and records that the in-kind arrangement means no financial benefit is being given by the Company to a related party during Year 1, and accordingly neither Chapter 2E of the Corporations Act nor the ACNC's related-party framework requires further approval for the Year 1 arrangement;
3. any transition of the CoSai engagement to a paid arrangement from Year 2 onwards must first comply with the Related-Party Transactions Policy, which requires two competitive quotes from unrelated providers, a written recommendation from the CEO, and Board approval by the non-conflicted Directors; and
4. the engagement (including its in-kind nature) be recorded on the Register of Related-Party Transactions and disclosed in the annual financial statements in accordance with AASB 124.

IT IS RESOLVED THAT the following policies, in the form tabled at this meeting, be and are hereby adopted as policies of the Company and shall bind the Directors, officers, employees, contractors and volunteers of the Company:

1. Board Charter (Attachment C to the ACNC application);
2. Conflicts of Interest Policy and Register (Attachment D);
3. Related-Party Transactions Policy (Attachment E);
4. Reserves and Financial Sustainability Policy (Attachment F);
5. Direct Relief Policy, including the caps of $5,000 per event per beneficiary, $15,000 per rolling 12-month period per beneficiary, and 25% of annual outlays aggregate (Attachment G);
6. [Privacy Policy — to be drafted before commencement of case intake];
7. [Whistleblower Policy — required if Company has revenue >$1m or as a matter of good governance]; and
8. [Child Safe / Vulnerable Persons Policy — required given beneficiary class includes people in end-of-life care].

The Secretary is directed to place each policy in the corporate policy register and to arrange for each Director, officer and employee to sign an acknowledgement of receipt.

IT IS RESOLVED THAT:

1. the Company open an operating bank account and a separate Beneficiary Relief Trust Account (for donations restricted to direct relief) with [bank name — recommend a mutual bank or a bank with a not-for-profit banking division];
2. the Secretary be authorised to execute the bank's standard account-opening forms and constituent documents on behalf of the Company;
3. the authorised signatories on both accounts be the CEO (Laurence Hugo), the Chair, the Secretary, and [one additional independent Director], with the following approval matrix:
   • up to $1,000 per transaction: CEO plus one other authorised signatory;
   • $1,001 to $5,000: two authorised signatories, at least one of whom is a Director who is not the CEO;
   • above $5,000: Board resolution required in addition to two authorised signatories;
4. the CEO be delegated authority to approve operating expenditure within the Board-approved annual budget up to $5,000 per transaction, provided that all expenditure exceeding $1,000 per transaction is reported to the next Board meeting; and
5. no signatory may authorise a payment to themselves or to a related party without prior Board approval.

IT IS RESOLVED THAT:

1. the registered office of the Company be at [registered office address], being premises at which the Company is authorised to occupy under a Consent to Occupation of Registered Office executed by the occupier on [date];
2. the principal place of business of the Company be at [principal place of business address — may be the same as registered office]; and
3. the Company's business hours for public access to the registered office be [e.g. 9:00 am to 5:00 pm, Monday to Friday, excluding public holidays], in accordance with s.145 of the Corporations Act.

IT IS RESOLVED THAT the Secretary be authorised to obtain, and the Company shall maintain, the following insurance cover with effect from the date on which the Company commences operations:

1. Directors' and Officers' Liability Insurance (D&O) with a minimum limit of $[5 million], on terms that are consistent with clause 30 of the Constitution;
2. Public Liability Insurance with a minimum limit of $[20 million];
3. Professional Indemnity Insurance with a minimum limit of $[5 million], sized to cover the debt-negotiation services provided by the Company;
4. Cyber Liability Insurance given the Company's handling of sensitive beneficiary financial and health information;
5. Workers' Compensation Insurance in each Australian jurisdiction in which the Company employs workers, as required by law; and
6. such other insurance as the Board may from time to time determine to be prudent.

Insurance renewals shall be reviewed annually by the Audit and Risk Committee and reported to the Board.

IT IS RESOLVED THAT:

1. the Company apply immediately to the ACNC for registration as a charity, with the primary subtype of Public Benevolent Institution (PBI) under s.25-5(5) item 14 of the Australian Charities and Not-for-profits Commission Act 2012 (Cth), and the secondary subtype of a charity for the purpose of advancing social or public welfare under s.12(1)(e) of the Charities Act 2013 (Cth);
2. the ACNC application content pack tabled at this meeting (which comprises the application form content, Statement of Purposes, Description of Activities, Beneficiary Class Analysis, Public Benefit Test Memorandum, Governance Standards narrative, Responsible Persons table, Financial Information, PBI Supplementary Evidence, and the eight Attachments A–H) be and is hereby approved for lodgement;
3. the Secretary be authorised to lodge the application via the ACNC Charity Portal and to sign the Declaration on behalf of the Company;
4. the Board notes that ACNC registration is a prerequisite for lodgement of the application to the Australian Taxation Office (ATO) for endorsement as a Deductible Gift Recipient under item 4.1.1 of s.30-45 of the Income Tax Assessment Act 1997 (Cth), and directs the Secretary to lodge the DGR endorsement application immediately upon receipt of ACNC registration confirmation; and
5. the Secretary keep the Board informed of the progress of both applications and of any correspondence received from the ACNC or the ATO.

IT IS RESOLVED THAT:

1. the CEO and Secretary be jointly responsible for ensuring that the Company keeps written financial records that correctly record and explain its transactions, financial position and performance, in accordance with s.286 of the Corporations Act;
2. the Company's financial year end be 30 June;
3. an accounting system be established using [Xero / MYOB / other] with an appropriate chart of accounts that supports separate reporting on the Beneficiary Relief Trust Account and on tied donor funds;
4. the Company shall, upon crossing the ACNC "medium" charity revenue threshold (currently $500,000), appoint a qualified independent reviewer, and upon crossing the "large" threshold (currently $3,000,000), appoint a registered company auditor; and
5. the Audit and Risk Committee shall recommend the appointment of the reviewer or auditor (as applicable) to the Board when the relevant threshold is first crossed.

IT IS RESOLVED THAT:

1. the Company adopts / does not adopt [strike through the option that does not apply — a common seal is optional under s.123 of the Corporations Act] a common seal;
2. if adopted, the common seal be kept in the safe custody of the Secretary and be affixed to documents only in the manner set out in clause 32 of the Constitution; and
3. the Company may execute documents under s.127(1) of the Corporations Act (without a seal) by the signature of two Directors, or of a Director and the Secretary.

IT IS RESOLVED THAT, in accordance with clause 27 of the Constitution and s.198D of the Corporations Act, the Board delegates to the CEO the authority to:

1. manage the day-to-day operations of the Company within the Board-approved strategic plan, annual budget, policies and delegations;
2. engage and terminate employees (other than direct reports to the Board), on terms that are consistent with the approved budget and applicable employment laws;
3. enter into supplier contracts up to $[25,000] per contract per annum, provided that any contract with a related party (as defined in AASB 124) must first be approved by the Board;
4. approve individual direct-relief grants of up to $5,000 per beneficiary per event in accordance with the Direct Relief Policy (grants above $5,000 require Board resolution);
5. represent the Company in dealings with donors, partners, regulators and the public, subject to the Board's reserved matters;
6. report to the Board at every scheduled Board meeting on operational performance, financial position, risk register, beneficiary outcomes and progress against the strategic plan; and
7. escalate to the Chair any matter that, in the CEO's reasonable judgement, materially exceeds this delegation or presents a material risk to the Company.

This delegation is reviewed annually and may be varied or revoked by the Board at any time.

IT IS RESOLVED THAT the next meeting of Directors be held on [date — recommend within 6 weeks of these resolutions] at [time] at [venue or videoconference link], with a standing agenda to include ACNC application progress, DGR application progress, budget-to-actual, risk register review, and consideration of the fundraising plan.