{
  "_meta": {
    "purpose": "Single source of truth for the first Directors, officers, members and advisors of Life Without Debt Ltd. Every document that lists people (constitution execution block, ASIC Form 201 worksheet ss 5 to 7, ACNC application s 7, register of interests, first directors' resolutions) is generated from or checked against this file by scripts/check-legal.mjs. LEGAL-REVIEW-2026-09-20 F1.",
    "rules": [
      "Corporations Act s 201A(2): a public company must have at least 3 directors, at least 2 ordinarily resident in Australia.",
      "Constitution cl 17.1: minimum 3, maximum 9. cl 17.6: at least one Independent Director. cl 21.2: an Independent Director in every quorum.",
      "ACNC CIS PBI para 16(c): control by members of the public, not by related persons, indicates 'public' character. Target: independent majority.",
      "Corporations Act s 201D: written consent to act before appointment. s 204A: at least one secretary ordinarily resident in Australia.",
      "A person is EITHER a Director OR an employee-not-director OR an advisor-not-director. Never two of these at once in different documents."
    ],
    "status": "PROPOSED · NOT RESOLVED · Board list requires a founders' decision and signed s 201D consents before Form 201 can be lodged. Slots marked TO CONFIRM block lodgement."
  },
  "directors": [
    {
      "slot": 1,
      "name": "Laurence Hugo",
      "role": "Executive Director and Chief Executive Officer",
      "independent": false,
      "related_to": [
        "Lisa Hugo (spouse)",
        "Credit Mediation Services Pty Ltd (director, ACL 387398)"
      ],
      "resident_australia": true,
      "consent_201D": "TO SIGN",
      "email": "lhugo@creditmediation.com.au",
      "notes": "Founder. Remunerated as CEO under an executive services agreement approved by non-conflicted Directors (cl 23.2). Recused from all decisions on the CMS services agreement (cl 22)."
    },
    {
      "slot": 2,
      "name": "Prof Deen Sanders OAM",
      "role": "Independent Director and Chair (proposed)",
      "independent": true,
      "related_to": [],
      "resident_australia": true,
      "consent_201D": "TO CONFIRM · has not yet been asked to be a Director; currently named as Board-Appointed Legal Advisor in the constitution note. Cannot be both.",
      "notes": "If he declines a directorship he remains Legal Advisor (non-voting) and slot 2 needs another independent."
    },
    {
      "slot": 3,
      "name": "TO CONFIRM",
      "role": "Independent Director",
      "independent": true,
      "related_to": [],
      "resident_australia": true,
      "consent_201D": "TO CONFIRM",
      "notes": "Recommended profile: senior credit-industry, financial-counselling or hardship-policy experience. Not a CMS client, supplier or referrer."
    },
    {
      "slot": 4,
      "name": "TO CONFIRM",
      "role": "Independent Director",
      "independent": true,
      "related_to": [],
      "resident_australia": true,
      "consent_201D": "TO CONFIRM",
      "notes": "Recommended profile: clinical governance, palliative or chronic-illness lived experience. Gives the Board an independent majority (3 of 4)."
    }
  ],
  "officers": [
    {
      "name": "TO CONFIRM",
      "role": "Company Secretary",
      "resident_australia": true,
      "consent_204A": "TO CONFIRM",
      "notes": "May be a Director. Carla Oliver is a natural candidate if she is willing; the role is compatible with advisor status."
    }
  ],
  "employees_not_directors": [
    {
      "name": "Lisa Hugo",
      "role": "Community and Medical Liaison (proposed employee)",
      "related_to": [
        "Laurence Hugo (spouse)"
      ],
      "notes": "Co-founder. DECISION RECORDED 2026-09-20 from the ACNC application draft: employee, NOT a Director. This removes a related-party director and strengthens PBI public character. Employment terms under cl 7.3(b) and the Related-Party Transactions Policy, approved by non-conflicted Directors. If the founders prefer Lisa as a Director, change this file and the board becomes 2 related + 2 independent, which loses the independent majority."
    }
  ],
  "advisors_not_directors": [
    {
      "name": "Carla Oliver CPA, CIMA, BA(Hons) Bus.",
      "role": "Board-Appointed CFO Advisor (CoSai CFO Services)",
      "voting": false,
      "related_party": true,
      "notes": "Attends Board in advisory capacity. Recuses from advisory input on the CoSai engagement."
    },
    {
      "name": "Corrina McGowan",
      "role": "Marketing and media lead (Your Digital Team)",
      "voting": false,
      "related_party": false,
      "notes": "NOT a Director, NOT a responsible person. The entry 'Corrina Hugo (Founder & Chair)' in an earlier registrations.json was an error and has been removed."
    }
  ],
  "founding_members": [
    {
      "name": "Laurence Hugo",
      "guarantee_aud": 10
    },
    {
      "name": "Prof Deen Sanders OAM",
      "guarantee_aud": 10,
      "status": "TO CONFIRM"
    },
    {
      "name": "TO CONFIRM (Independent Director slot 3)",
      "guarantee_aud": 10
    }
  ],
  "independence_check": {
    "directors": 4,
    "independent": 3,
    "related": 1,
    "majority_independent": true,
    "meets_s201A": true,
    "meets_cl17_1": true,
    "meets_cl17_6": true,
    "blocked_by": [
      "slot 2 consent",
      "slot 3 name and consent",
      "slot 4 name and consent",
      "Company Secretary",
      "founding member 3"
    ]
  }
}