Sprint 63 · Governance Companion Document

Board-Appointed Advisors Charter

The operating charter for LWD's non-voting Board-Appointed Advisors under Constitution clause 27A: Prof Deen Sanders OAM (Legal Advisor) and Carla Oliver CPA (CFO Advisor). What they do, what they don't, where their sign-off is required, and how their advice enters the record.

SCAFFOLD · AWAITING LAURENCE PART 6 ANSWERS
What this page is right now This is a scaffold. Constitutional clause 27A already defines the Board-Appointed-Advisor model, and both advisors are already appointed (Deen · Legal; Carla · CFO). What this document adds is the operating charterhow the model works in practice week to week, gate by gate, decision by decision. Laurence's answers to Part 6 of /laurence-brief-form (Governance / advisors / board) unlock the operating detail below. Every CONTINGENT block is a slot that will be filled from his answers, then reviewed by Deen and Carla themselves at G2 and G3 before this page locks.

Constitutional basis

Source: LWD Constitution clause 27A (Board-Appointed Advisors). Read in conjunction with clause 4 (paramount charitable purposes) and clause 23 (remuneration). Full text: /constitution.

Clause 27A establishes the Board-Appointed Advisor role as non-votingadvisors participate in Board discussion, provide expert input on matters within their appointed scope, and record their advice, but they do not vote on Board resolutions. This preserves the two-member Board (Lisa & Laurence) as the sole voting body while giving LWD access to expert opinion from advisors of high standing.

Two Board-Appointed Advisors are currently appointed:

Prof Deen Sanders OAM

Board-Appointed Legal Advisor. Scope: consumer credit law, ACL 387398 compliance boundary, AFCA framework, financial-services regulation, and any legal-sensitivity questions arising from LWD operations.

Appointed: [DATE PENDING] · Term: [DATE PENDING]

Carla Oliver CPA

Board-Appointed CFO Advisor. Scope: CFO-frame review of financial claims, budget governance (including the $10,000 AUD lifetime Anthropic cap under Standing Order #6), tax-time messaging compliance, and any financial-claim sign-off across LWD marketing and grant applications.

Appointed: [DATE PENDING] · Term: [rolls off to BAU CFO on project completion, SO #6]

Section A · Prof Deen Sanders OAM, operating charter

Source: Laurence brief Part 6 (Governance / advisors / board), reviewed by Deen at G2 before locking.

A.1 · Scope of legal-advisor role

Contingent · Voice-capture pending Populate from Laurence brief Q6.1, Q6.3: what Deen is expected to opine on, what he is not, matter-by-matter boundary, ACL 387398 compliance-review scope, AFCA scope.
Escalation code: S63-LAURENCE-Q6.1-DEEN-SCOPE

A.2 · How Deen's advice enters the record

Contingent · Voice-capture pending Populate from Laurence brief Q6.4. Includes: Board-minutes protocol for recording advisor input, FLAG FOR DEEN escalation pathway from the Q&A gate (G2), typical cadence of legal review requests, standing agenda items.
Escalation code: S63-LAURENCE-Q6.4-DEEN-CADENCE

A.3 · Conflict-of-interest and remuneration

Contingent · Voice-capture pending Populate from Laurence brief Q6.5, Q6.6. Constitution clause 23 (remuneration) read with clause 27A: is the role remunerated, at what rate, or pro-bono. Conflict management protocol.
Escalation code: S63-LAURENCE-Q6.5-DEEN-COI

Section B · Carla Oliver CPA, operating charter

Source: Laurence brief Part 6 (Governance / advisors / board), reviewed by Carla at G3 before locking.

B.1 · Scope of CFO-advisor role

Contingent · Voice-capture pending Populate from Laurence brief Q6.7. Scope: financial claims in marketing content (CFO-frame sign-off under SO #5), Anthropic budget-cap governance under SO #6 ($10k lifetime, $8k halt threshold), tax-time messaging where a financial claim is being made, DGR/PBI-endorsement-adjacent financial statements.
Escalation code: S63-LAURENCE-Q6.7-CARLA-SCOPE

B.2 · The BAU CFO transition

Contingent · Voice-capture pending Populate from Laurence brief Q6.8. SO #6 defines that Carla rolls off from project-phase CFO to BAU CFO on project completion (both charity registration set up AND HA1 to HA5 ladder released the CMO + Digital Marketing Agency content within project scope). This section captures the trigger criteria in prose and the handover protocol.
Escalation code: S63-LAURENCE-Q6.8-CARLA-TRANSITION

B.3 · Conflict-of-interest and remuneration

Contingent · Voice-capture pending Populate from Laurence brief Q6.9, Q6.10. Carla is engaged as CoSai CFO Services (external professional practice); Constitution clause 23 remuneration + related-party transaction disclosure.
Escalation code: S63-LAURENCE-Q6.9-CARLA-COI

Section C · How the two advisors work together

Legal + CFO scopes overlap at three known intersections: DGR/PBI endorsement (both), Anthropic budget-cap governance (both, if legal question arises), and marketing content that makes financial claims (Carla primary, Deen if legal-sensitivity).

Contingent · Voice-capture pending Populate from Laurence brief Q6.11. Cross-advisor protocol: who decides when legal + CFO overlap, escalation to Board where advisors disagree, joint sign-off pattern for hybrid matters.
Escalation code: S63-LAURENCE-Q6.11-JOINT

5-gate approval registry

Gate Owner Scope Status
G1 Laurence Hugo (Founder, governance-authority) Part 6 answers verbatim from Q&A return, no paraphrase PENDING
G2 Prof Deen Sanders OAM Section A operating charter, Deen reviews his own scope PENDING
G3 Carla Oliver CPA Section B operating charter, Carla reviews her own scope PENDING
G4 Board (Lisa Hugo & Laurence Hugo) Final sign-off; both Directors' votes recorded in minutes PENDING
G5 Corrina McGowan (Human CMO · YDT) Publish authority; SCAFFOLD → LOCKED PENDING

Cross-references

/constitution · clause 27A (Board-Appointed Advisors), clause 23 (Remuneration), clause 4 (Paramount charitable purposes)

/founders-professional-witness · sibling S63 source-of-truth doc (founder voice)

/s63-response-tracker · live status

/s63-open-decisions · open governance decisions

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