Our Country, Our Community, Our Say.
Governed by Members.
COGS of Australia Foundation is a member-operated joint venture. Members hold one equal vote each. The structure is permanent under trust law. Our Country, our community, our say.
The Vision
COGS is being built so that ordinary Australians can sit at the table where decisions about real assets are made. Members direct the joint venture through governance and exercise day-to-day control through the proprietary cryptographic governance system. The Trustee performs legal custody and compliance, executing valid member directions. The structure is designed to put community members in the room where decisions about Australian resources are made.
The project is built around one idea. Value connected to land, minerals, businesses, and member effort should move in a more accountable loop. Members should be closer to both the benefit and the responsibility.
What belongs to the life of the nation should carry the voice of the nation.
The vision is not just about money. It is constitutional and cultural. It is about where value sits, who gets a voice, and what kind of economy we build together.
Three Values
Country
Country is treated as more than a site of extraction. Land, water, cultural heritage, and in-ground minerals are matters of stewardship, legitimacy, and long-term value. First Nations custodianship is foundational, not decorative. The Foundation began on Wahlubal Country, in Drake Village, northern New South Wales. Through this structure, resources cannot be dug up without Free, Prior and Informed Consent (FPIC) from the relevant custodians. FPIC means consent given freely, before any decision is made, with full information about what is being proposed. That is locked in the governing documents and cannot be overridden by any resolution.
Member governance
Member governance is not symbolic. The structure gives ordinary Australians a real place in the room through open entry, one-member-one-vote national governance, and member-benefit pathways built into the architecture. Every personal membership carries one equal national governance vote. Wealth does not buy additional voice. A retired schoolteacher in Drake has the same vote as a mining executive in Perth.
Co-operation
Co-operation is the engine. The aim is not protest or isolated complaint. It is coordinated, lawful participation: members, businesses, and local communities moving together under rules they can inspect, question, and improve. The more members hold their positions together, the larger the collective voice becomes for everyone.
How It Works
The joint venture has two roles: Members and the Trustee. Members operate the joint venture. The Trustee safeguards and executes.
What members do
Members direct the joint venture through governance: proposals, votes, proxy direction, stewardship decisions, and their own cryptographic governance system through which members exercise day-to-day control over joint venture operations. Members use the Independence Vault as their personal management portal into the system. One equal national vote per personal membership. No board decision or Trustee action can override a 75% member special resolution.
What the Trustee does
The Trustee holds legal title to trust property, interfaces with external legal and compliance requirements, processes fiat (the cash) where needed, and records the structure in legal instruments. The Trustee executes valid member directions within defined Trustee Functions. The Trustee cannot act against member governance decisions.
Three protected pools
Sub-Trust A (the Community Basket Unit Trust) holds all the Foundation's ASX shares forever. The shares are registered on the CHESS register, which is the official Australian record of share ownership. Members direct how those shares are voted at portfolio company general meetings through the Aggregate Unitholder Direction mechanism.
Sub-Trust B distributes income received from portfolio company distributions to members where income is generated. Distribution is mandatory within 60 days of receipt.
Sub-Trust C (Community Projects Fund) directs value toward shared-benefit projects. Not less than 30 per cent of annual Sub-Trust C distributions go to First Nations programs. This is an entrenched minimum that cannot be reduced by any resolution.
Document hierarchy
The Joint Venture Participation Agreement (JVPA) is the most important document. Every other document sits below it. Below the JVPA sits the CJVM Hybrid Trust Declaration. The Declaration is what makes the joint venture legally valid under Australian trust law. Below that sit three Sub-Trust Deeds (A, B, and C). All governing documents are provided to new members during the join process.
No-fiat rule
COGS tokens may not be sold or traded for Australian dollars. This is an entrenched rule, not a policy. It keeps value circulating within the community instead of leaking out. Tokens may only be gifted or exchanged for goods and services between members.
Foundation Day. 14 May 2026.
On 14 May 2026, at 5:00pm AEST, the Caretaker Trustee held the first public meeting in Drake Village, on Wahlubal Country, in northern New South Wales. Foundation Day was the Foundation's first public event.
The first community governance vote
The first community governance vote of the COGS Joint Venture was held live during the broadcast. Members voted together for the first time.
The five-company framework
The Foundation currently holds CHESS-registered shares in Legacy Minerals Holdings (ASX: LGM), a gold and mineral exploration company in northern New South Wales, and Santos (ASX: STO), an Australian gas producer. The Foundation is working toward future holdings in Woodside Energy (ASX: WDS), Origin Energy (ASX: ORG), and Beach Energy (ASX: BPT). LGM and STO are current operational holdings. WDS, ORG, and BPT are future holdings, subject to First Nations Advisory Council review before any acquisition proceeds.
The Foundation holds these shares as a stewardship position. The minerals and energy resources beneath these tenements carry real, measurable value before extraction occurs, and potentially in lieu of extraction. Shares give the community a legal voice in governance. The in-ground resources carry value of their own.
Dual Poor ESG Target designation
On Foundation Day, the Foundation announced two companies as Poor ESG Targets: Santos (ASX: STO) and Origin Energy (ASX: ORG). "Poor ESG Target" is the Foundation's internal label, used under clause 30.3 of the Declaration. It means a company the Foundation has identified as one where community pressure from inside the share register could make a difference. Santos is an existing operational holding of the Foundation; further acquisition of Santos shares requires First Nations Advisory Council review. Acquisition of Origin Energy requires First Nations Advisory Council review before it proceeds.
The Founding Promise
Fair Share
The model is designed so that members remain closest to the stewardship decisions over what the Foundation holds. External markets do not. The Perpetual Reserve is a part of the structure that holds in-ground mineral interests forever, under community control. Sub-Trust B distributes income to members where income is generated. The $4 entry point and the $1 kids pathway are designed to keep entry within reach.
Fair Say
National governance decisions are made by people, not by capital. Every personal member holds one equal national governance vote. Business memberships carry one limited vote on Trustee appointments only. Wealth does not buy additional voice. The governance system is designed so that civic authority stays with people, not with whoever has the most money.
Fair Go
The structure is open to every Australian at $4 once only. Pay It Forward membership exists so participation does not depend on having spare money. First Nations communities on Country hold governance entitlements at zero cost. The joint venture is designed so that no Australian is excluded from the structure because of where they live or how much they earn.
Read more: The Australian Dilemma: why this matters. The Structure: the full governing framework.