Life Without Debt Limited

Part 1 — Preliminary

1. Name and type of company

1. 1.1 The name of the company is Life Without Debt Limited (the "Company"). [If ACNC registration confirms charity status, the Company may in future apply under s.150 Corporations Act to omit "Limited" from its name — see clause 23.]
2. 1.2 The Company is a public company limited by guarantee under the Corporations Act 2001 (Cth) (the "Corporations Act").
3. 1.3 The Company is established to operate as, and to continue as, a not-for-profit charity.

2. Definitions and interpretation

In this Constitution, unless the context otherwise requires:

ACNC

means the Australian Charities and Not-for-profits Commission established under the Australian Charities and Not-for-profits Commission Act 2012 (Cth) ("ACNC Act").

ACNC Governance Standards

means the governance standards prescribed under the ACNC Act, being Governance Standards 1 to 6 inclusive.

ATO

means the Australian Taxation Office.

Board

means the Directors of the Company acting collectively.

Charities Act

means the Charities Act 2013 (Cth).

Charitable Purpose

has the meaning given in section 12 of the Charities Act, and includes any purpose that is charitable within the meaning of that Act as amended, replaced or supplemented from time to time.

Chair

means the person appointed by the Board from time to time to chair meetings of the Board and of Members.

Company Secretary

means the person appointed as company secretary of the Company under section 204A of the Corporations Act.

Corporations Act

means the Corporations Act 2001 (Cth).

DGR

means a Deductible Gift Recipient endorsed by the Commissioner of Taxation under Division 30 of the Income Tax Assessment Act 1997 (Cth) ("ITAA 1997").

Director

means a director of the Company for the purposes of the Corporations Act and includes any Responsible Person for the purposes of the ACNC Act.

General Meeting

means a meeting of Members convened in accordance with this Constitution.

Member

means a person whose name is entered in the Register of Members as a member of the Company.

PBI

means Public Benevolent Institution — the charity subtype defined in the ACNC Act and the corresponding DGR category under item 4.1.1 of the table in section 30-45 of the ITAA 1997.

Responsible Person

has the meaning given in the ACNC Act.

Special Resolution

means a resolution passed by at least 75% of the votes cast by Members entitled to vote at a General Meeting of which not less than 21 days' notice specifying the intention to propose the resolution as a special resolution has been given.

Interpretation. In this Constitution, unless the context otherwise requires: (a) words importing the singular include the plural and vice versa; (b) headings are inserted for convenience only and do not affect interpretation; (c) a reference to a statute includes its subordinate instruments and any amendments or replacements; (d) a reference to a person includes a body corporate or unincorporated body; and (e) the "Replaceable Rules" in the Corporations Act do not apply to the Company (see section 135(2) of the Corporations Act).

3. Nature of the Company

1. 3.1 The Company is a not-for-profit public company limited by guarantee established to operate as, and to continue as, a charity.
2. 3.2 The Company must at all times operate on a not-for-profit basis in accordance with this Constitution and, in particular, clause 7 (not-for-profit clause) and clause 33 (winding up).
3. 3.3 The liability of the Members of the Company is limited to the amount of the guarantee specified in clause 9.

Part 2 — Purposes and powers

4. Charitable purposes (paramount clause)

The purposes of the Company are exclusively charitable, being:

1. to relieve the poverty, sickness, suffering, distress, misfortune, helplessness and disability of persons in Australia who are living with a terminal, life-limiting, chronic or serious illness or health condition, and of the immediate families and primary carers of such persons, including by:
   1. providing, free of charge to the beneficiary, professional debt-mediation, debt-negotiation and financial-advocacy services on behalf of such persons with the aim of achieving debt waiver, reduction, restructure, moratorium or forbearance from their creditors;
   2. providing direct financial relief for essential living costs including rent, utilities, food, transport and unfunded or under-funded health-related expenses where such costs are causing financial distress to persons who cannot reasonably meet those costs from their own resources or from publicly funded sources;
   3. where necessary and consistent with the Company's Direct Relief Policy adopted from time to time by the Board, discharging or reducing specific debts of beneficiaries where such discharge is, in the Board's judgement, the most effective form of benevolent relief available in the circumstances;
   4. providing information, guidance, referral and casework services to beneficiaries and their carers to help them navigate financial, legal, medical and social-support systems;
   5. training, engaging or funding suitably qualified professionals to provide the services described in this clause 4;
2. to advance social or public welfare in Australia by educating creditors, the medical community, the legal community, and the Australian public about the intersection of terminal or serious illness and financial hardship, and by advocating for policy and industry reform directed to relieving that hardship, in ways that further, and are ancillary to, the benevolent relief described in paragraph (a);
3. to advance the health of persons described in paragraph (a) by reducing the financial stressors that impede access to healthcare, medication, aids, equipment and end-of-life care; and
4. to do all such other lawful things as are incidental or conducive to the attainment of the purposes in paragraphs (a) to (c),

and for no other purposes.

5. Powers

Subject to clause 6, the Company has all the powers of an individual and of a body corporate under section 124 of the Corporations Act, exercisable solely in pursuit of the purposes in clause 4. Without limiting the generality of the foregoing, the Company may:

1. solicit, accept and receive gifts, donations, grants, sponsorships, bequests and legacies of money and other property (including subject to any lawful trust or condition);
2. hold, invest, lend, borrow, deal with and dispose of any real or personal property;
3. employ, engage, remunerate, train and manage staff, contractors, consultants and volunteers;
4. enter into contracts, partnerships, memoranda of understanding, joint ventures and collaborations with other charities, government agencies, professional bodies, creditor institutions and service providers;
5. conduct research, publications, education, campaigns and advocacy directed to the purposes in clause 4;
6. establish, participate in or contribute to any fund, foundation, endowment or reserve consistent with the purposes in clause 4;
7. indemnify and insure Directors, officers and employees in accordance with clause 32;
8. do all things that are incidental or conducive to the attainment of the purposes in clause 4.

6. Restriction on exercise of powers

1. 6.1 The Company must exercise its powers solely in pursuit of the purposes in clause 4 and consistently with the not-for-profit clause 7 and the winding-up clause 33.
2. 6.2 The Company must not: (a) undertake any activity that is not charitable or that is a "disqualifying purpose" within the meaning of section 11 of the Charities Act; (b) engage in or promote activities that are unlawful, or contrary to public policy, or that promote or oppose a political party or candidate for political office; (c) use its income or assets in any way that would cause it to lose its registration as a charity or its endorsement (if obtained) as a PBI or DGR.
3. 6.3 This clause overrides any other clause in this Constitution to the extent of any inconsistency.

Part 3 — Not-for-profit character

7. Not-for-profit clause (paramount)

1. 7.1 The Company must not distribute any of its income, property or assets directly or indirectly to any Member, Director, officer or their associates, except as provided in clauses 7.3 and 33 (winding up).
2. 7.2 The Company must apply its income, property and assets solely in pursuit of the purposes in clause 4.
3. 7.3 Clauses 7.1 and 7.2 do not prevent the Company, provided the payment is made in good faith:
   1. paying a Member, Director, officer or their associate for goods or services actually rendered or expenses properly incurred, at fair and reasonable rates or at rates more favourable to the Company;
   2. paying reasonable and proper remuneration to any Director, officer, employee or contractor for services actually rendered to the Company;
   3. reimbursing any Member, Director, officer, employee, contractor or volunteer for reasonable expenses properly incurred in connection with the Company's activities;
   4. making a payment to a Member in carrying out the Company's charitable purposes (for example, providing benevolent relief to a Member who happens to be within the beneficiary class); or
   5. indemnifying or insuring Directors and officers to the extent permitted by clause 32 and the Corporations Act.
4. 7.4 This clause overrides any other clause in this Constitution to the extent of any inconsistency, and it prevails over any decision, agreement or arrangement to the contrary.

8. Permitted payments — additional safeguards

1. 8.1 Any payment to a Director, or to a person connected with a Director, must comply with:
   1. the ACNC Governance Standard 5 (Duties of Responsible Persons), in particular the duty to act in the best interests of the Company;
   2. Part 2E of the Corporations Act (related-party financial benefit rules), unless an exception in that Part applies (including where the benefit is remuneration on arm's-length terms, or reasonable expenses reimbursement);
   3. the Company's Conflicts of Interest Policy and Related-Party Transactions Policy adopted from time to time by the Board; and
   4. Australian Accounting Standard AASB 124 Related Party Disclosures and any reporting obligations to the ACNC.
2. 8.2 The Board must document every material payment to a Director, or to a person connected with a Director, together with the reason it is in the Company's best interests.
3. 8.3 The Board must publish, at least annually, aggregated information on key management personnel remuneration in accordance with the ACNC's reporting requirements.

9. Guarantee by Members

1. 9.1 Every Member undertakes to contribute to the property of the Company, in the event of it being wound up while the Member is a Member or within one year after ceasing to be a Member, for payment of the debts and liabilities of the Company contracted before the Member ceased to be a Member, and of the costs of winding up, such amount as may be required, not exceeding AUD $10.00 [GUARANTEE AMOUNT — recommend $10; alt $100 — CARLA TO CONFIRM].
2. 9.2 The Company has no share capital.

Part 4 — Members

10. Membership

1. 10.1 The Company must have at least one Member at all times, in accordance with section 114 of the Corporations Act.
2. 10.2 There is one class of Membership.
3. 10.3 Membership is not transferable and ceases on death or otherwise as provided in clause 12.

11. Admission of Members

1. 11.1 A person may become a Member by:
   1. signing an application for Membership in the form approved by the Board;
   2. agreeing in writing to be bound by this Constitution and the ACNC Governance Standards; and
   3. being approved by resolution of the Board.
2. 11.2 The Board may decline to admit a person as a Member without giving reasons, provided the decision is made in the best interests of the Company and in accordance with any policy adopted by the Board.
3. 11.3 The initial Members of the Company are the persons who signed the application for registration of the Company under the Corporations Act.

12. Cessation of Membership

A person ceases to be a Member if the Member:

1. resigns by written notice to the Company Secretary;
2. dies (in the case of an individual) or is deregistered or wound up (in the case of a body corporate);
3. is expelled by Special Resolution of the Members on the ground that the Member has acted in a manner contrary to the interests, purposes or reputation of the Company, after being given at least 14 days' written notice of the proposed resolution and a reasonable opportunity to be heard;
4. fails to pay any membership subscription (if any) within 3 months of the due date; or
5. otherwise ceases to be a Member under this Constitution.

13. Register of Members

1. 13.1 The Company must maintain a Register of Members in accordance with section 168 of the Corporations Act.
2. 13.2 The Register is open to inspection by Members and other persons in accordance with the Corporations Act.

Part 5 — General Meetings

14. Annual General Meeting

1. 14.1 The Company must hold an Annual General Meeting ("AGM") each calendar year in accordance with section 250N of the Corporations Act (subject to any modification of that section for ACNC-registered charities).
2. 14.2 The business of the AGM includes: (a) receiving the Directors' report, financial report and auditor's report (if any); (b) the election of Directors as required; (c) appointing an auditor if required; (d) considering any resolutions duly proposed; and (e) any other business permitted under this Constitution.

15. Notice, quorum, voting, Chair

1. 15.1 Notice. At least 21 days' written notice of a General Meeting must be given to Members, specifying the place, date, time and business.
2. 15.2 Quorum. The quorum for a General Meeting is two Members present in person or by proxy.
3. 15.3 Voting. On a show of hands, each Member has one vote. On a poll, each Member has one vote.
4. 15.4 Chair. The Chair of the Board (or, in the Chair's absence, another Director elected by the Directors present) chairs each General Meeting.
5. 15.5 Special Resolution. A Special Resolution requires 75% of the votes cast in favour, on at least 21 days' notice.

16. Resolutions by circulation and use of technology

1. 16.1 Members may pass a resolution (other than a resolution to remove an auditor) by signing a document setting out the resolution and stating they are in favour of it, provided all Members entitled to vote sign.
2. 16.2 A General Meeting may be held wholly or partly by any technology that gives Members a reasonable opportunity to participate.

Part 6 — Directors

17. Number and appointment of Directors

1. 17.1 The Company must have a minimum of three (3) and a maximum of nine (9) Directors. At least one Director must ordinarily reside in Australia (section 201A(2) Corporations Act).
2. 17.2 The first Directors of the Company are the persons named as the first Directors in the application for registration of the Company. Each first Director holds office until the first AGM and is then eligible for re-election.
3. 17.3 At each AGM, one-third (or the number nearest to one-third) of the Directors must retire by rotation and are eligible for re-election. The Directors to retire are those longest in office. Retiring Directors need not be re-elected. A retiring Director remains in office until the conclusion of the meeting at which they retire.
4. 17.4 The Board may appoint any person as a Director to fill a casual vacancy or as an additional Director, provided the total does not exceed the maximum. Any such Director holds office until the next AGM and is then eligible for re-election.
5. 17.5 The Members may by ordinary resolution at a General Meeting appoint or remove any Director.
6. 17.6 The Board must include at least one Independent Director, being a Director who is not, and has not within the last three years been, an employee of the Company, a related party of the Company or of CoSai CFO Services or of any related entity of the founders, and who is capable of exercising independent judgement.

18. Eligibility and disqualification

1. 18.1 A person is eligible to be a Director if:
   1. the person is a natural person aged 18 or over;
   2. the person consents in writing to act as a Director (section 201D Corporations Act);
   3. the person is not disqualified from managing corporations under Part 2D.6 of the Corporations Act and is not disqualified from being a Responsible Person under the ACNC Act; and
   4. the person meets any additional criteria set by the Board from time to time (including any relevant probity or fitness screening).
2. 18.2 The office of a Director becomes vacant if the Director:
   1. becomes disqualified under Part 2D.6 of the Corporations Act or the ACNC Act;
   2. becomes of unsound mind or a person whose estate is liable to be dealt with under a law relating to mental health;
   3. resigns by written notice to the Company;
   4. is removed by resolution of the Members;
   5. is absent, without leave of the Board, from three consecutive Board meetings; or
   6. dies.

19. Duties of Directors

1. 19.1 Each Director must comply with:
   1. the general law duties owed by directors to the Company;
   2. the duties in sections 180 (care and diligence), 181 (good faith), 182 (use of position) and 183 (use of information) of the Corporations Act;
   3. the duties of Responsible Persons under ACNC Governance Standard 5, in particular the duties to: (i) act with reasonable care and diligence; (ii) act honestly and fairly in the best interests of the Company and for its charitable purposes; (iii) not misuse their position or information; (iv) disclose and manage conflicts of interest; (v) ensure the financial affairs of the Company are managed responsibly; and (vi) not allow the Company to operate while insolvent; and
   4. this Constitution and any policies adopted by the Board.

20. Powers of the Board

1. 20.1 The business of the Company is managed by or under the direction of the Board (section 198A Corporations Act).
2. 20.2 The Board may exercise all the powers of the Company that this Constitution or the Corporations Act do not require to be exercised by the Members in General Meeting.
3. 20.3 The Board may delegate any of its powers to a committee of Directors, an individual Director, an employee, or another person, subject to clause 27.

21. Board meetings

1. 21.1 The Board must meet at least four (4) times per financial year.
2. 21.2 A quorum for a Board meeting is a majority of Directors then in office, of whom at least one must be an Independent Director.
3. 21.3 Each Director has one vote. In the event of a tied vote, the Chair does not have a second or casting vote; the resolution is not passed.
4. 21.4 The Board may pass a written resolution signed by all Directors entitled to vote, or hold a meeting by any technology that gives all Directors a reasonable opportunity to participate.
5. 21.5 The Board must keep minutes of all its meetings and resolutions in accordance with section 251A of the Corporations Act.

22. Conflicts of interest

1. 22.1 A Director who has a material personal interest in a matter being considered by the Board must:
   1. disclose the nature and extent of the interest to the Board as soon as practicable after becoming aware of it;
   2. ensure the disclosure is recorded in the minutes;
   3. not be present while the matter is being considered; and
   4. not vote on the matter,
   unless the other Directors resolve that the interest does not disqualify the Director, or the matter is one that section 191 of the Corporations Act permits the Director to participate in.
2. 22.2 The Company must maintain a Conflicts of Interest Register in accordance with the Board's Conflicts of Interest Policy.

23. Remuneration of Directors

1. 23.1 Non-executive Directors may be paid such remuneration for their services as Directors as the Members determine by ordinary resolution at a General Meeting, provided that any such remuneration is:
   1. reasonable and market-based, having regard to comparable roles in Australian not-for-profit organisations of similar size and complexity;
   2. in furtherance of, and not detrimental to, the Company's charitable purposes;
   3. disclosed to Members and reported to the ACNC as required;
   4. consistent with ACNC guidance Remunerating Responsible People; and
   5. approved in accordance with the Related-Party Transactions Policy.
2. 23.2 An executive Director (for example, a Director who is also the Chief Executive Officer) may be paid such remuneration as the Board determines under a written employment or services agreement, subject to clauses 8 and 22, the Related-Party Transactions Policy, and the requirement that the remuneration be reasonable and market-based.
3. 23.3 Directors are entitled to reimbursement of reasonable expenses properly incurred in performing their duties.
4. 23.4 Election under section 150 Corporations Act ("Limited" omission). The Company may (but is not required to) elect to omit the word "Limited" from its name under section 150 of the Corporations Act. If it does so, this Constitution will be amended to prohibit payment of fees to Directors (other than as executives or reimbursement of expenses), and clause 23.1 will operate subject to that election.

Part 7 — Officers, employees, delegates

24. Company Secretary

1. 24.1 The Company must have at least one Company Secretary appointed by the Board in accordance with sections 204A–204D of the Corporations Act.
2. 24.2 At least one Company Secretary must ordinarily reside in Australia.

25. Chief Executive Officer

1. 25.1 The Board may appoint a Chief Executive Officer ("CEO") on such terms as the Board determines.
2. 25.2 The CEO is responsible for the day-to-day management of the Company under the direction of the Board.
3. 25.3 The CEO's remuneration and terms of engagement must comply with clauses 7, 8, 22 and 23 and with the Related-Party Transactions Policy.

26. Employees and contractors

1. 26.1 The Company may employ or engage such staff, contractors and consultants as the Board determines is necessary to pursue the Company's purposes.
2. 26.2 Remuneration must be at reasonable, market-based rates and comply with clauses 7 and 8.

27. Committees and delegations

1. 27.1 The Board may establish standing or ad-hoc committees (including Audit & Risk, Client Case Review, and Nominations & Remuneration committees) and delegate to them any of its powers, subject to the Corporations Act.
2. 27.2 The Board must record all delegations in writing.

27A. Board-Appointed Advisors

1. 27A.1 The Board may appoint one or more Board-Appointed Advisors to attend Board meetings in an advisory, non-voting capacity. A Board-Appointed Advisor is not a Director of the Company and does not hold office as such under the Corporations Act.
2. 27A.2 Each Board-Appointed Advisor:
   1. is subject to confidentiality obligations equivalent to those of a Director;
   2. must disclose any material personal interest in a matter that relates to the affairs of the Company, in a form equivalent to a s.192 standing notice, and must not participate in Board consideration of any matter in which the Advisor has a material personal interest;
   3. may attend Board meetings, receive Board papers, and provide advice within the scope of the Advisor's appointment; and
   4. does not count towards a quorum and does not vote.
3. 27A.3 A Board-Appointed Advisor's appointment and revocation is by ordinary resolution of the Directors, and each appointment must be recorded in the minutes and the Register of Interests.
4. 27A.4 As at the date this Constitution is adopted, the Board has appointed:
   1. Prof Deen Sanders OAM (Worimi Giparr; Think.Know.Do.) as Board-Appointed Legal Advisor; and
   2. Carla Oliver CPA, CIMA, BA(Hons) Bus. (CoSai CFO Services) as Board-Appointed CFO Advisor.

Part 8 — Financial and administrative

28. Financial year, accounts, auditor

1. 28.1 The financial year of the Company ends on 30 June each year, unless the Board (with any required regulator approval) determines otherwise.
2. 28.2 The Company must keep written financial records that correctly record and explain its transactions and financial position in accordance with section 286 of the Corporations Act and, once registered, the ACNC Act.
3. 28.3 The Company must prepare, and where required lodge with the ACNC, an Annual Information Statement and financial reports as required for its ACNC size category (small / medium / large) from time to time.
4. 28.4 The Board must engage an independent auditor or reviewer where required by the ACNC Act.

29. Common seal and execution of documents

1. 29.1 The Company may (but is not required to) have a common seal.
2. 29.2 The Company may execute documents in accordance with section 127 of the Corporations Act.

30. Records, minutes, inspection

1. 30.1 The Company must maintain the registers, minutes and records required by the Corporations Act and the ACNC Act, including the Register of Members, minutes of Board and General Meetings, and financial records.

31. Notices

1. 31.1 Any notice to a Member or Director may be given personally, by post to the address recorded in the Register, or by electronic communication to an email address nominated in writing.

32. Indemnity and insurance

1. 32.1 To the maximum extent permitted by law, the Company indemnifies each Director, officer and employee against liability incurred by that person as a Director, officer or employee, other than a liability owed to the Company or a related body corporate, a liability for a pecuniary penalty or compensation order under the Corporations Act, or a liability arising out of conduct that is not in good faith.
2. 32.2 The Company may pay premiums for directors' and officers' liability insurance in accordance with section 199B of the Corporations Act.

Part 9 — Winding up and amendment

33. Winding up — surplus assets (paramount)

1. 33.1 If the Company is wound up, any surplus assets that remain after satisfaction of all debts and liabilities and the costs of winding up must not be distributed to any Member or former Member, unless that Member or former Member is an eligible recipient under clause 33.2.
2. 33.2 Subject to the Corporations Act and any court order, the surplus assets must be distributed to one or more entities:
   1. which are charities with charitable purposes similar to, or inclusive of, the purposes in clause 4;
   2. which, if the Company is at the time endorsed as a DGR, are themselves endorsed as DGRs under Subdivision 30-BA of the ITAA 1997 and either fall within the same DGR general category as the Company or are specifically listed in the ITAA 1997; and
   3. which prohibit the distribution of any profits or surplus assets to their members to at least the same extent as the Company under this Constitution.
3. 33.3 The identity of the recipient(s) under clause 33.2 must be determined by Special Resolution of the Members at or before the time of winding up. If the Members do not make this determination, the Company may apply to the Supreme Court of the state in which its registered office is located to make the determination.
4. 33.4 DGR gift revocation clause. If the Company is endorsed as a DGR: on revocation of that endorsement (whether by voluntary revocation, deregistration or otherwise), any surplus of the following which remain after the payment of liabilities attributable to those assets must be transferred to an entity which meets clause 33.2 requirements:
   1. gifts of money or property for the principal purpose of the Company;
   2. contributions made in relation to a fund-raising event held for the principal purpose of the Company; and
   3. money received by the Company because of such gifts and contributions.
5. 33.5 This clause overrides any other clause in this Constitution to the extent of any inconsistency.

34. Amendment of Constitution

1. 34.1 This Constitution may only be amended by Special Resolution of the Members passed in accordance with section 136 of the Corporations Act.
2. 34.2 No amendment may be made that would cause the Company to cease to be entitled to registration as a charity under the ACNC Act, or (if endorsed) as a PBI or DGR.
3. 34.3 The Company must lodge any amendment with ASIC and notify the ACNC as required.

35. Precedence of paramount clauses

Clauses 4 (charitable purposes), 6 (restriction on exercise of powers), 7 (not-for-profit), 33 (winding up) and this clause 35 are paramount clauses. To the extent of any inconsistency between a paramount clause and any other provision of this Constitution, the paramount clause prevails.

Execution

This Constitution is adopted by the Members of the Company as the Constitution of the Company on [DATE OF ADOPTION].

Note on advisory appointments (not Directors): The Board of Life Without Debt Ltd has appointed Prof Deen Sanders OAM (Worimi Giparr; Think.Know.Do.) as its Board-Appointed Legal Advisor, and Carla Oliver CPA, CIMA, BA(Hons) Bus. (CoSai CFO Services) as its Board-Appointed CFO Advisor. Both attend Board meetings in an advisory, non-voting capacity and are not Directors of the Company. Their appointments are recorded in the First Directors' Resolutions and the Register of Interests, and do not require signature on this Constitution.