The law watches how the money actually behaves and what we say in public. If the platform behaves like software coordinating independent organizations, executing predetermined distributions, and selling consumable compute — the footing is strong.

## 1. The posture, in counsel’s words

> “The architecture is internally consistent. The biggest determinant of legal posture is less the software mechanics than the economic reality and public messaging. If the platform consistently behaves like software that coordinates independent organizations, executes predetermined contractual distributions, and sells consumable compute rather than investment opportunities, the design is on substantially stronger footing across all three major areas: securities, money transmission, and FTC scrutiny.”

That sentence is the track’s organizing principle: the software is largely already right; what the law watches is how the money actually behaves and what we say in public. Most of the rules below are therefore messaging and build constraints, not redesigns.

## 2. Resolutions in force — in priority order

Priority reflects exposure, not sequence of work: securities is the highest existential risk; money transmission determines how funds can move; organizer compensation must sit unquestionably on the “real product” side of the FTC line; worker classification already aligns well with independent-contractor principles; trust accounting is isolated to legal-service dunas; insurance is future-facing and specialized; recusal is largely a governance drafting exercise.

### Priority 1 · Securities — the founding round

The structure is defensible; messaging is where projects fail. Compute is described everywhere, always, as “prepaid usage credits that power intelligent agents” — everything reinforces consumption. Binding vocabulary, all public surfaces: never investment, appreciation, ROI, passive income, “buy before the price goes up,” early investors, financial upside; always compute, usage, consumption, operating credits, intelligence, platform resources. Founder status, discounts, recognition, and governance rights are all fine — but Founder is recognition only (the 1,000-member cap, plus benefits like gifts and swag), and nothing may ever imply Founder status exists because an asset will appreciate.

### Priority 2 · Money transmission

The highest-risk issue after securities, and the defense is the architecture itself: the platform never exercises discretion — it executes pre-authorized settlement instructions (marketplace-payout software, not a remitter). Build requirements now binding: payment instructions are fixed before money arrives · the platform cannot redirect funds · cannot hold funds for later decisions · cannot arbitrarily reverse distributions · Stripe (later Sphere) remains the regulated money mover. The more the platform looks like workflow software instead of a financial intermediary, the better — that sentence is now a design test.

### Priority 3 · Organizer compensation

Stronger than many affiliate systems, because commissions attach only to Compute purchases, never to enrollment. Helped: Compute is genuinely consumed. Watched: everyone necessarily makes an initial purchase — whether to limit or reduce initial-purchase commissions stays open on the list (L-14). Binding now: commissions only on Compute purchases; none on membership as such, governance, work income, treasury distributions, or recruiting Organizers. Messaging: Organizers introduce people to a product they actually use — never to an income opportunity — and earnings claims are prohibited unless backed by actual statistics.

### Priority 4 · Worker classification

The current approach is confirmed correct: 1099 treatment, one classification everywhere (never varied duna to duna). The strong facts to preserve: members choose their engagements, hours, methods, and equipment; work across many dunas; are paid by contract for deliverables. The platform states plainly that every engagement is an independent commercial agreement between the member and the organization. Never introduce: mandatory schedules, performance reviews, employment titles, required exclusivity, mandatory training, or supervision over how work is performed. Build requirements: W-9 before first payout; W-8BEN / W-8BEN-E for foreign members; automated 1099 reporting; state reporting where required.

### Priority 5 · Trust accounting — law-practice dunas

Trust money is radioactive; the automation refuses to touch it. The pipeline: Client Trust Account (IOLTA) → matter ledger → disbursement authorization → operating treasury → automated member splits. The platform never splits money sitting in trust; only released, earned fees enter the operating treasury, and only then do automated splits run.

### Priority 6 · Insurance — Lui Mutual

Never marketed as insurance until licensed; never imply guaranteed coverage. The staged path: Phase 1 — community, education, risk analysis, reserve building, emergency grants, mutual aid; Phase 2 — limited benefit programs where permitted; Phase 3 — a licensed mutual insurer. Regulators care about what is promised, not what it’s called.

### Priority 7 · Recusal — generalized to conflict of interest

Counsel endorses the Institution-recusal rule and extends it: a general conflict-of-interest policy, automatically recusing members from votes where they hold a financial, organizational, employment, family, or significant contractual interest — enforced by the software, exactly as Institution recusal already is — with permanent disclosure of Institution affiliations, Organizer relationships, and paid engagements relevant to proposals. The direction is adopted; the policy drafting and the spec fold into Protocol and Foundation are on the list (L-13).

## 3. The open work

New matters, stubbed on the list and gathering requirements: Terms of Service for the websites and apps (L-8) · Privacy for the websites and apps, built on the four access levels (L-9) · licensing of Kiduna Club IP by dunas — minimum monthly payments plus a percentage of Compute sales (L-10) · fiscal sponsorship by the Kinship Intelligence Institute — a standardized application and agreement, with Service Alliance, Mycelial Aid, and BiHome/Inner Clinic first (L-11) · patents — updating the Kiduna/Kinship provisional and filing a new provisional for the new inventions (L-12).

## 4. Status

Everything in §2 operates now as adopted posture. Before launch, this track gets one end-to-end review with counsel (L-15); the list is the single place to see what is open, what is resolved, and what changed. Counsel’s full responses are on file (not published here); the questions they answer are in the brief of 2026-07-09.

Changes in v4.8: track created — the seven counsel resolutions adopted in priority order; five new matters stubbed; the legal queue split onto its own list. Full history: versions.