First Board Meeting Pack

[Item 1 — Opening]

"I declare the first meeting of the Directors of Life Without Debt Ltd open at [time] on [date]. Attendance is recorded on the attendance register. A quorum of two Directors entitled to vote is present, so the meeting is properly constituted under clause 21 of the Constitution. All Directors have received the Board Papers in advance, being the First Directors' Resolutions, this Meeting Pack, and the tabled policies."

[Item 2 — Statutory duties briefing]

"Before we transact any business, I remind each Director that they are subject to the general duties of Directors under Part 2D.1 of the Corporations Act 2001 (Commonwealth) — specifically, the duty to act with the care and diligence of a reasonable person (s.180); the duty to act in good faith in the best interests of the company and for a proper purpose (s.181); the duty not to improperly use position or information (ss.182 and 183); and the criminal duties applying to reckless or dishonest conduct (s.184). I remind each Director further that, once the company is registered with the ACNC, we are collectively subject to ACNC Governance Standard 5 which imposes duties that closely mirror those in Part 2D.1. Finally, I note that we are subject to the disclosure obligations of s.191 in respect of any material personal interest in a matter that relates to the affairs of the company. Does any Director wish to ask a question about these duties before we proceed?"

[Item 3 — Election of Chair, if applicable]

"I invite nominations for the position of Chair of the Board. The Constitution at clauses 12–13 requires the Chair to be an independent Director. I note the nomination of [name]. Are there any other nominations? Being none, I put the motion that [name] be appointed Chair. Moved by [Director], seconded by [Director]. All in favour? Carried unanimously. I congratulate [name] on their appointment and invite them to assume the Chair."

[Item 4 — Standing conflicts declarations]

"Before we approve any transaction that engages Chapter 2E of the Corporations Act, I invite each Director to declare, on the record, all standing material personal interests. These declarations will be entered in the Register of Interests. Directors, when I call your name, please state each interest, including any directorships, employment, family relationships, and financial interests that could reasonably be expected to conflict with your duties to Life Without Debt Ltd. Where you have no interest to declare, please state that clearly. I will start with Laurence Hugo."

"Thank you. The Secretary will enter these declarations into the Register of Interests immediately after this meeting. Directors are reminded that these are standing declarations under section 192, and that any new interest arising at any time must be declared as soon as practicable under section 191."

[Item 9 — CEO Employment, before the motion]

"We come now to Resolution 5, the approval of the CEO Employment Agreement with Laurence Hugo. This is a related-party transaction under Chapter 2E of the Corporations Act. The Board's basis for approval is that the agreement is on arm's-length terms as evidenced by the external benchmarking data at Annexure B, and therefore satisfies the exception in section 210. Laurence, having disclosed your interest, you are asked to leave the room now and not participate in the discussion or the vote. The remaining Directors will consider and vote on the motion."

"[After Laurence has left the room] I invite discussion on the arm's-length terms. Are Directors satisfied that the salary, benefits, and termination terms are consistent with the external benchmarking evidence tabled? Being satisfied, I put the motion that Resolution 5 be approved. Moved by [Director], seconded by [Director]. All in favour, being all Directors present and entitled to vote? Carried. Laurence may now be invited back into the room, and I will inform him of the outcome."

[Items 10 and 11 — repeat the same pattern for Resolutions 6 and 7]

"Resolution 6 concerns the appointment of Lisa Hugo as Beneficiary Liaison Officer. Because Lisa is a family member of Laurence Hugo, Laurence has disclosed a family-related interest under section 191 and will again abstain. The same arm's-length-terms basis applies, as evidenced by Annexure D."

"Resolution 7 concerns the CoSai CFO Services engagement letter. Carla Oliver, as the principal of CoSai and instructing party to this Board, has disclosed a material personal interest and, although not a Director, is instructing the Board on this matter. The Directors' decision to engage CoSai on arm's-length in-kind terms for Year 1 is recorded on the basis of Annexure E."

[Item 20 — Close]

"There being no further business, I declare the first meeting of the Directors of Life Without Debt Ltd closed at [time]. The minutes will be circulated within seven days and confirmed at the next Board meeting. Thank you all."

MINUTES OF THE FIRST MEETING OF DIRECTORS
OF LIFE WITHOUT DEBT LTD
(ACN [to be issued])

Date: [Date]
Time opened: [Time]
Time closed: [Time]
Venue / method: [Venue / video conference]
Chair: [Name]
Minute taker: [Name]

Present:

• Laurence Hugo — CEO Director
• [Director 2 name] — [role]
• [Director 3 name] — [role]
• [Additional Directors, if any]

In attendance (non-voting): Carla Oliver (CoSai CFO Services, as instructing party)

1. Opening. The Chair declared the meeting open and confirmed that a quorum of two Directors entitled to vote was present under cl.21 of the Constitution.

2. Statutory duties briefing. The Chair read the statutory duties briefing and each Director acknowledged the duties in ss.180–184 of the Corporations Act 2001 (Cth) and ACNC Governance Standard 5.

3. Election of Chair. [Name] was nominated by [Name], seconded by [Name], and elected unanimously as Chair of the Board.

4. Standing conflicts declarations. Each Director declared standing material personal interests under s.191 of the Corporations Act. The declarations were tabled and entered into the Register of Interests. A summary appears at Attachment 1.

5–16. Resolutions 1 through 12. Each of the twelve resolutions in the First Directors' Resolutions document was moved, seconded, and carried as set out in Part C above. Resolutions 5, 6 and 7 were passed with the abstention of the interested Director, in accordance with cl.17 of the Constitution and section 195 of the Corporations Act.

17. Financial year & first AGM. The Board noted that the Company's financial year ends 30 June and that the first Annual General Meeting must be held within 18 months of registration (s.250N).

18. Compliance calendar Y1. The draft Y1 compliance calendar was tabled by the Secretary and directed to be maintained as a live document.

19. Next meeting. The next Board meeting was set for [date].

20. Close. There being no further business, the Chair declared the meeting closed at [time].

Certified as a true and correct record: