Governance
COGS of Australia Foundation operates under a Trustee model. Members direct the joint venture. The Trustee holds legal title and executes valid member directions. This page explains who holds what role, and the limits on each.
The Trustee Model
The CJVM Hybrid Trust has two roles: Members and the Trustee. These roles are kept separate on purpose. Members run the joint venture by voting. The Trustee holds legal title to the assets. The Trustee handles all the legal paperwork and the compliance rules.
What the Trustee does
The Trustee holds legal title to all trust property, including CHESS-registered ASX shares. The Trustee interfaces with external legal and compliance requirements. The Trustee processes fiat transactions where needed (such as receiving membership contributions via Stripe). The Trustee records the structure in legal instruments. The Trustee executes valid member directions within defined Trustee Functions.
What the Trustee cannot do
The Trustee serves at the direction of members. Members exercise day-to-day control over the joint venture's operations through the proprietary cryptographic governance system, including direction of how CHESS-registered shares are voted at portfolio company general meetings. The Trustee holds legal title and executes valid member directions. The Trustee cannot act against member governance decisions. The Trustee cannot override an entrenched founding principle. The Trustee cannot sell the Members Asset Pool.
The Caretaker Trustee Lock Period
During the Caretaker Trustee Lock Period, Thomas Cunliffe as Caretaker Trustee can only be removed for serious cause. The grounds are: a serious breach of his duty to act in members' best interests; loss of legal capacity; bankruptcy; conviction for a dishonesty offence; or a court order. This protection exists so the founding structure cannot be captured before governance is fully operational. From Expansion Day, the Appointer power over Trustee appointment and removal vests collectively in the holders of Personal S-NFT individual membership units then validly issued.
Governing law
The Declaration is governed by the laws of South Australia, Australia. The governing instruments are the Trustee Act 1936 (SA) and the Law of Property Act 1936 (SA). The courts of South Australia have non-exclusive jurisdiction over disputes arising under the Declaration.
The Caretaker Trustee
Thomas Cunliffe: Caretaker Trustee and Founder
Thomas Cunliffe is the Caretaker Trustee and Founder of COGS of Australia Foundation. He delivered The Drake Address at the Lunatic Hotel, Drake Village, on Wahlubal Country, on Monday 20 April 2026.
Thomas is a resident of northern New South Wales. The Foundation was founded on the principle that ordinary Australians should have a structural say in how the resources beneath their country are governed. That principle drives the design of every instrument the Foundation operates under.
Board of Directors
The Board of Directors assists the Trustee in carrying out the Foundation's governance obligations. Core vault operations require the cryptographic authorisation of at least three Board Directors (3-of-Board multisignature). This means no single person can act unilaterally on Members Vault operations. Multiple directors must agree before any controlled token operation can proceed.
Full board of trustees composition is available on request. Contact trustee@cogsaustralia.org for current board information.
Limits on Trustee Authority
The JVPA establishes a clear set of things the Trustee cannot do. These limits are not policies. They are structural constraints built into the governing instruments.
Cannot override member governance
No Trustee action can override a valid member governance decision. A 75% Special Resolution of holders of Personal S-NFT individual membership units binds the Trustee. The Trustee executes the direction. It does not second-guess it.
Cannot sell the asset pool
Sub-Trust A, the Members Asset Pool, is permanent and non-disposable. The Trustee's permitted responses to portfolio company conduct are shareholder activism and engagement. The Trustee has no power of sale over the Members Asset Pool.
Cannot act alone on vault operations
All Members Vault operations require the cryptographic authorisation of at least three Board Directors. No single director, including the Caretaker Trustee, can act unilaterally on controlled token operations.
Cannot vote CHESS shares independently
At portfolio company general meetings, the Trustee votes the Foundation's CHESS-registered shares in line with the Aggregate Unitholder Direction (the consolidated voting instruction compiled from individual member votes) received from members. The Trustee has no independent discretion over how those votes are cast. Members direct. The Trustee executes.
Cannot amend entrenched principles
The entrenched founding principles in JVPA clause 1.5 cannot be amended by Trustee action or ordinary resolution. Only a 75% Special Resolution of S-NFT members, followed by a Declaration amendment directed by Members Poll, can amend them. The Trustee cannot initiate or approve such a change unilaterally.
Cannot override FPIC obligations
Free, Prior and Informed Consent is required for any action on Country that requires it. This obligation cannot be waived or overridden by the Trustee, by the Board, or by any resolution. Consent is the threshold, not a recommendation.
Continue reading: Transparency and Regulation: the regulatory framework and member governance mechanics. Trustees: full trustee profiles.