Clear answers to the questions Members ask first.

COG$ of Australia Foundation is a community joint venture business structured as a Hybrid Trust under South Australian law, governed by the CJVM Joint Venture Agreement (JVPA) as its supreme instrument. It exists to give ordinary Australians a real, legally grounded stake in the governance and long-term benefits of the nation's resource sector.

Members hold one equal national governance vote each, receive a proportional share of dividends from the Members Asset Pool of ASX-listed resource company shares, and collectively operate the trust through a proprietary cryptographic governance system. The Trustee holds legal title and performs administrative functions. Members run everything else.

The trust operates three ring-fenced sub-trusts: Sub-Trust A holds the Members Asset Pool (CHESS-registered ASX shares and real-world assets); Sub-Trust B distributes income proportionally to all Members within 60 days of receipt; Sub-Trust C (the charitable arm) receives $2 from every Donation COG$ and directs value toward community and Country projects — with an entrenched minimum of 30% of annual Sub-Trust C distributions going to First Nations programs.

The $4 membership contribution keeps entry open to everyone. It gives any Australian a low-threshold way to secure their place as a Member, receive their Independence Vault, and be ready to vote on Governance Foundation Day — 14 May 2026. The amount is entrenched in the JVPA and cannot be raised without a 75% Special Resolution of S-NFT Members.

The $4 is a membership contribution, not an investment. It establishes your Member record, your Foundation S-NFT blockchain reservation, and your Independence Vault. It is not a payment for a financial product.

It is not a managed investment scheme — Members exercise day-to-day control, which means the MIS definition under the Corporations Act is not satisfied. It is not a managed fund with a responsible entity making decisions on behalf of passive investors. It is not a speculative token project — all tokens are subject to a no-fiat-sale rule and cannot be sold for cash or listed on an exchange. It is not a charity — though Sub-Trust C is the charitable element, the joint venture as a whole is a community joint venture.

The Foundation is a lawful Hybrid Trust (ABN 91 341 497 529) governed by the JVPA and Trust Declaration under South Australian law. The Foundation has self-assessed its position as a non-MIS structure under the Corporations Act — the third limb of the MIS definition (that Members do not have day-to-day control) is not satisfied.

The Foundation engages with ASIC voluntarily, has filed an ATO class ruling application, and is progressing AUSTRAC registration. Tier 1 token classes (Personal S-NFT, Kids S-NFT, Business B-NFT, and others) issue under the existing legal structure. Tier 2 token classes activate on Expansion Day, subject to any regulatory requirements determined by applicable law at that time. No AFSL is currently held or required for the Tier 1 pathway.

The current Caretaker Trustee is Thomas Boyd Cunliffe of Drake NSW. The Trustee serves at the direction of the Members and owes a fiduciary duty to all Members. Members can remove and replace the Trustee by Special Resolution (75% of S-NFT holders) at any time through a Members Poll.

The Trustee is required to publish quarterly financial reports and annual audited accounts to all Members, notify Members of all material regulatory correspondence in real time, and execute multisignature operations only as authorised by the required 3-of-Board threshold. The Trustee does not exercise independent discretion over governance, investment direction, or operational decisions.

The $4 membership contribution is a one-time payment and is not refundable — it funds your permanent Member record and vault setup. Members may exit by converting their COG$ Token to Donation COG$ (irrevocable), P2P transfer to another eligible Member (gift or goods/services only — no fiat), written surrender through the System, or on death subject to the inheritance rights in the Declaration. Any COG$ class reservations you have recorded in your Independence Vault carry no obligation and can be changed or cancelled at any time before activation.

The joint venture is not a passive investment — Members carry a light but real participation obligation. The JVPA asks each Member to access their Independence Vault at least once every 12 months. A Member who does not access the System for a continuous 24 months is classified as a Dormant Member.

Being Dormant is not an expulsion. You keep every beneficial entitlement — your token, your income unit, your accrued Sub-Trust B distributions — but your governance vote is suspended until you log back in. The moment you re-engage with the System, your vote is reinstated.

The Trustee must send you a written notice at the 18-month mark so you have time to re-engage before Dormant status applies. Dormant classification cannot be used to diminish any beneficial right and is not a ground for expulsion. (JVPA clause 4.11.)

Your Independence Vault is your personal Member dashboard issued on registration. It is where you vote on Members Polls and Community Polls, view and manage your token holdings, make peer-to-peer transfers, track governance activity, and receive Foundation notices and announcements. As a Member, you direct operations through the vault — it is your operational interface, not just an information page. It is secure, private, and accessible from any device.

The personal pathway is the main entry point. You contribute $4, accept the JVPA, and become a Member holding one Personal S-NFT COG$ Token — yours permanently, soulbound (non-transferable), and linked to one equal national governance vote. You also receive one Sub-Trust B income unit for dividend participation. Families can explore the Kids S-NFT, Pay It Forward, and Landholder pathways as extensions from the personal Membership.

A once-only, entity-bound membership linked to a verified ABN and tied to a responsible person who already holds a Personal S-NFT. It cannot be transferred, sold, pledged, or assigned. A Business B-NFT Member participates in the economic and trade utility of the joint venture. Businesses contribute $40 as a business membership contribution.

Businesses participate positively: through the circular economy network, income units, and open membership in the joint venture structure. The limited governance role is a constitutional protection — human civic governance stays with natural-person Members while businesses bring practical utility to the network.

The $40 contribution is ratcheted: an entrenched provision of the Declaration (cl.35(y)) allows the B-NFT fee to be increased by 75% Special Resolution of Members, but it can never be decreased, and can never be set below the Personal S-NFT fee of $4.00. Existing Business Members are not asked to top up when an increase is approved — any increase applies only to Business Members joining after that resolution.

Business B-NFT Members hold one limited governance vote — on Trustee appointment, removal, or replacement matters only. They do not hold national governance votes on joint-venture-wide matters. That core remains with personal S-NFT Members: one person, one vote, regardless of how much capital anyone holds.

Governance Foundation Day — 14 May 2026: The first activation milestone and the first live Community Poll. Once Tier 1 pre-conditions are met — FNAC constituted, KYC/AML program in place, Stewardship Awareness module deployed, and trust bank account established — Tier 1 token classes issue: Personal S-NFT, Kids S-NFT, Business B-NFT, Pay It Forward, Donation COG$, and Resident COG$.

Expansion Day: The date Members activate the Sovereign Node on the Members Consensus Network — the Foundation's own blockchain infrastructure. Expansion Day is a Members milestone. It requires nothing beyond the will of Members and operational readiness of the Node. No external approval or regulatory confirmation is required. Tier 2 token classes (ASX COG$, Landholder COG$, RWA COG$) activate on Expansion Day, subject to any regulatory requirements determined by applicable law.

Personal S-NFT COG$ — soulbound, one per natural person, one national governance vote, one Sub-Trust B income unit. $4.

Kids S-NFT COG$ — $1 per child. Parent or guardian holds proxy vote until the child turns 18, at which point the token automatically converts to a full Personal S-NFT. One Sub-Trust B income unit held in trust until conversion.

Business B-NFT COG$ — entity-bound, linked to verified ABN. One vote on Trustee structure matters only. One Sub-Trust B income unit. $40.

Pay It Forward COG$ — funds another person's Personal S-NFT. Does not carry a personal income unit before allocation; on allocation it is cancelled and the funded token is issued as the appropriate class.

Donation COG$ — $2 of the issue price goes directly to Sub-Trust C (charitable arm). The D-class income unit is held for Sub-Trust C, not the donor personally.

Resident COG$ / Landholder COG$ — place-linked tokens providing additional local weighting in affected-zone decisions. Landholder COG$ is issued automatically at zero cost to LALCs and Prescribed Bodies Corporate.

ASX COG$ / RWA COG$ — the asset-side classes that activate on Expansion Day and link Members' participation to the Members Asset Pool of CHESS-registered ASX shares and real-world assets.

S-NFT, Kids S-NFT, B-NFT, Landholder COG$, and ASX COG$ classes carry corresponding Sub-Trust B income units where validly issued. Donation COG$ does not give the donor a personal income unit — the D-class income unit is held for Sub-Trust C. Unallocated Pay It Forward and Resident COG$ do not carry a personal Sub-Trust B income entitlement.

Yes. Kids S-NFT COG$ is available for $1 per child, acquired by a parent or guardian who already holds a Personal S-NFT. Each Kids S-NFT carries one national governance vote exercised by the parent or guardian as proxy until the child turns 18, at which point it automatically converts to a full Personal S-NFT COG$ in the child's own name. Each Kids S-NFT also carries one Sub-Trust B income unit held in trust until conversion.

The resident- and landholder-linked pathway provides additional, limited weighting in local Affected Zone decisions where place-based consequences are concentrated. Landholder COG$ is issued automatically at zero cost to LALCs and Prescribed Bodies Corporate — this is an entrenched founding principle of the JVPA. The per-hectare cap is 1,000 COG$ per hectare. Landholder COG$ may only be transferred to another eligible Landholder Member and carries a specific property-title transfer election when the underlying land changes hands.

Yes. The Pay It Forward pathway lets Members fund the $4 contribution for another person — including people experiencing hardship or documentation barriers. You can also share your invitation code from inside your Independence Vault. Every Member you invite strengthens the joint venture's collective governance voice.

COG$ is the currency system of the COG$ of Australia Foundation's circular economy — a community-led model that circulates value between Members and their communities without extraction or speculation. It is not a single token but a four-spoke architecture, with each token type serving a distinct purpose across identity, equity, resource, and exchange.

The Four Spokes are the foundational structural layer. Other token classes — including governance tokens (Personal S-NFT, Kids S-NFT, Business B-NFT), place-based tokens (Landholder COG$, Resident COG$), and charitable tokens (Donation COG$, Pay It Forward) — operate within and alongside the structure the Four Spokes create. Together they form the complete token architecture of the joint venture.

The four spoke token types are NFT COG$, ASX COG$, RWA COG$, and Community COG$ (CC). Each is minted differently, anchored to a different form of value, and plays a specific role in the circular economy. Together they form the four spokes that keep value moving within the community.

Each spoke carries its own hard minting constraint — there is no mechanism for any spoke token to be minted without a corresponding real-world input. This is what makes inflation structurally impossible by design rather than by policy.

NFT COG$ are the spoke of identity. Minted once at the moment an individual Member or business joins the community, each NFT COG$ is permanently and uniquely bound to that participant. They are not transferable, not replicable, and not a currency — they are a governance instrument and a membership record.

This spoke grows only as the community genuinely grows, one consenting participant at a time. You cannot manufacture participants to mint more identity tokens.

ASX COG$ are the spoke of equity. Minted against a pooled holding of shares in ASX-listed resource companies, every token represents a proportional stake in that pool and cannot exist without a corresponding share underpinning it.

This spoke expands only when the pool itself expands — through new company joint ventures or additional share contributions — keeping it transparent, market-anchored, and directly tied to the performance of real resource companies. They cannot be redeemed for fiat currency.

RWA COG$ are the spoke of resource — not yet in circulation. Each will be minted via smart contract and tied to an independently verified, in-situ resource — minerals, biological assets, or other natural assets valued before any extraction or harvest occurs. Minting is fixed at the point of verified valuation.

If the underlying resource increases in value, existing tokens appreciate — no new tokens are minted. This spoke can only grow through the registration of additional independently verified resources, making inflation structurally impossible by design. Like all COG$ tokens, RWA COG$ cannot be converted to fiat currency.

Community COG$ are the spoke of exchange — the everyday transactional currency of the joint venture. Carrying no directly linked underlying asset, their value is social and consensual: what Members agree they are worth through the exchange of real goods and services.

Every Individual Member receives 1,000 CC (¢©) upon entry; every Business Member receives 10,000 CC. Beyond that, Members may mint and issue additional CC only in exchange for genuine goods or services contributed to the Community Joint Venture. This spoke grows in direct proportion to the productive activity of the community itself.

The no-fiat rule is one of the COG$ model's foundational protocols. No COG$ token of any type can be converted to or exchanged for Australian dollars or any other fiat currency. Value generated within the circular economy stays within the circular economy — circulating between Members through goods, services, and appreciating assets rather than flowing out.

This rule is what keeps the model circular rather than extractive, and it removes the speculative incentive that undermines most token-based systems. It is an entrenched founding principle of the Joint Venture Agreement — it cannot be removed by any board decision, trustee action, or ordinary resolution.

No. Each token type carries its own hard minting constraint:

• NFT COG$ require a real new participant joining the community.
• ASX COG$ require growth in the underlying share pool.
• RWA COG$ require additional independently verified in-situ resources.
• Community COG$ require real goods or services exchanged within the joint venture.

There is no mechanism — for any spoke token type — to mint without a corresponding real-world input. Inflation is structurally prevented at every spoke of the wheel.

No. COG$ tokens are not listed on exchanges, cannot be traded for profit, and cannot be converted to fiat currency. They are functional instruments within a closed circular economy — each one designed to do a specific job in service of the community, not to generate speculative returns.

The features that define speculative token projects are specifically absent here: no exchange listing, no cash-out mechanism, no pump-and-dump dynamic, no pathway designed to make early holders rich at the expense of those who come later. The no-fiat rule removes that incentive entirely, by design.

Three of the four spoke token types are anchored to independently verifiable real-world assets — listed shares, verified in-situ resources, and confirmed community membership. Community COG$ are grounded in real goods and services exchanged between Members.

Value across the system is sustained because every spoke token in circulation represents something real, and the no-fiat rule ensures that value remains in circulation rather than being extracted. The circular economy is honest by architecture: value moves between Members and their communities, always grounded in something verifiable.

The Foundation has sought product and class rulings from the ATO on the Joint Venture's activities to ensure the model operates with full tax transparency and within all applicable frameworks. The Foundation engages with ASIC voluntarily and transparently. Regulatory clarity is an active and ongoing priority.

The CJVM Hybrid Trust has self-assessed its position as a non-managed investment scheme structure. The Tier 1 token classes operate under the existing legal structure. Tier 2 token classes activate on Expansion Day, subject to any regulatory requirements determined by applicable law at that time.

The Members Community Vault is the Foundation-operated multi-signature blockchain wallet and smart-contract system used for minting, registry, geo-fencing, eligibility verification, transfer controls, and other controlled token operations. Core operations require the cryptographic authorisation of at least three Board Directors (3-of-Board multisignature). It is the operational registry and control layer — for Members Asset Pool holdings, the CHESS Register remains the primary legal record of ownership.

No. The Members Community Vault is the Foundation-side control layer — it requires Board-level multisignature and handles minting and registry operations. The Independence Vault is your personal Member dashboard — where you vote, view your token holdings, make transfers, and access governance. They are connected but separate layers.

Not in every respect. For Members Asset Pool holdings, the CHESS Register is the primary legal record of share ownership. The on-chain record is a supplementary transparency layer. Where the Declaration expressly gives on-chain records priority over an off-chain register for a specific purpose, that rule applies. In any discrepancy over holdings data, the CHESS record prevails. For JVPA acceptance records, the S-NFT on-chain metadata prevails over the database record as the primary acceptance evidence.

The Members' Sovereign Node on the Members Consensus Network — the Foundation's own controlled infrastructure — activates on Expansion Day. Before that, a controlled permissioned EVM architecture is planned: Hyperledger Besu as the governance and compliance core; Ethereum mainnet for public proof anchoring of governance outcomes and vote result proofs; and Base as a Member-facing UX layer. No single vendor, protocol, or third-party infrastructure is constitutionally mandated — the Members may migrate to any Approved Ledger Infrastructure by Members Poll.

AI agents assist with preparation, support, routing, monitoring, verification, drafting, reconciliation, and explanation. They are not authorised to act as autonomous final decision-makers over Member rights, token issuance, wallet recovery, or governance outcomes. Human Members exercise the governance authority — AI tools support the operational efficiency of the system.