Disclosure Statement


The Co-operative known as NDIGI VILLAGE COOP is a new Co-operative with the social purpose of creating an
engaged community village that encompasses indigenous people from all parts of the globe that can champion
education in emerging technologies and support creating trusted affordable access to digital platforms to
nurture the ability for indigenous communities to preserve, promote and share their cultural identity including
doing so across metaverses.


Championing cultures and the sustainability of the planet by building the world’s largest online community uniting Indigenous persons, tribal communities, and their supportersfor the benefit of past, present, and future  generations. 


To create a presence across metaverses empowering Native cultures through Digital Innovation.  


Our Core Values:

  1. Community Focus: Family, Loyalty, Respect, Care for others, Fair treatment of all. 2. Nurture: Takes a village to bring up a child. Encouraging and supporting artists, talent, entrepreneurs.  Nurture dreams and their fulfilment. 
  2. Innovate: We provide learning opportunities, encourage being open to change & improvement, being  adaptable to all cultures.  
  3. Independence: Equality, Empowerment, Self-Reliance.  
  4. Sustainability: Being respectful and valuing our environment, resources, and development of human  capital.  

As a Co-operative supporting Indigenous our core values are creating a global village family for the nurturing  of present and future generations to be innovative, independent and to champion sustainability of the planet  and people in all we do.


The NDIGI VILLAGE COOP will provide access to a global online membership-based marketplace for the sale of  digital assets created as non-fungible tokens (NFTs) that will feature all forms of indigenous artworks, artefacts,  archives, audio, video footage and digitally generated art. Members of the NDIGI VILLAGE Coop will also have priority and valuable access to products and services that are created by indigenous communities, artists and  or by those that are supportive of indigenous initiatives.  

The NDIGI VILLAGE COOP is committed to creating a better financial wellbeing for members by also providing  pathways for earning income. This income can be derived from the selling of educational licenses, from the sale  of products through affiliated online marketplaces, from the creation and trading of Non-Fungible Tokens  (NFTS), form sales and marketing fees, and or from the trading of digital assets on partnered exchanges.

The NDIGI VILLAGE COOP will further provide pathways for the access of peer to peer and decentralised finance  initiatives with a focus on prioritising the supporting of indigenous community building initiatives through providing income earning opportunities that can support the perpetual funding of education and upskilling  digital innovation community programs.  

The goal being for supporting the building of healthier, stronger, more financially resilient creative indigenous  village communities with innovative products and services fulfilling the United Nations Sustainable  Development Goals. In so doing, supporting, and nurturing the betterment of Indigenous communities globally in both the real world and across metaverses. 

The NDIGI VILLAGE COOP offers participation at different membership licensing levels. Each member level has  its own active participation requirements. Members will receive discounts, loyalty rewards, affiliate bonuses,  cryptocurrency and Non-Fungible Token (NFT) rewards and airdrops based on their membership levels.  

Some membership levels require a contribution of capital in the way of Co-operative Capital Units referred to  as CCUs. The contribution of capital is open to any member of the Community. Those NDIGI VILLAGE COOP members contributing capital through CCUs will share in the monetary surpluses posted by the NDIGI VILLAGE  COOP.  

Members contributing capital for CCUs will receive an issue of a token that will allow voting and tracking of how  the funds tied to CCUs are used in the NDIGI VILLAGE COOP, thereby providing a transparency on the use of  funds. Members contributing capital may also receive the allocation of additional utility tokens and an NFT that  could be tied to artistic works or digital land in the NDIGI Community metaverse.  

The NDIGI VILLAGE COOP will endeavour to allocate a minimum of 80% of all contributed capital to funding the  creation of the NDIGI village metaverse, including the securing of lands and resources in other metaverse that  can be used for creating places of cultural significance and participating in indigenous activities virtually, for the  purchase and creation of digital assetsthat may be needed for use by indigenous communities in the metaverse,  for launching own digital land initiatives, for placing into decentralised finance projects, for lending against  tokenized digital assets, for supporting the development of blockchain based technology solutions and  applications that members of the NDIGI VILLAGE COOP community can utilise.  

As approved by the NDIGI VILLAGE COOP members funds are to be used to help support promoting indigenous  initiatives in the metaverse world, including the supporting of the creation of sites of cultural significance that  could be replicated in the metaverse, to provide tools and platforms for communities to easily access the  metaverse, to support the delivery educational services, to support providing better access to health and  wellness digital innovation services as well as other approved activitiesto be accessible through the metaverse.  

Any members who pay for education programs and software licenses will be provided with a bonus allocation  of utility tokens called NDIGI Tokens that can be used within the NDIGI VILLAGE COOP community ecosystem, for paying towards products and services with, for listing and selling (NFTs), to make payment of advertising  fees, to pay affiliate commissions, to donate to community programs and for other activities as voted for and  approved by the Community members and more.  

Inaugural products and services will include subscription to an online educational platform, a community social  networking platform, a global marketplace that facilitates the listing and sale of products and services, a  platform for creating, listing, and selling (NFTs) non-fungible tokens, access to a decentralised digital assets  wallet, access to an NDIGI VILLAGE metaverse.  

All inaugural products and services are developed, funded, and to be utilised by NDIGI VILLAGE COOP members,  providing them with an empowering system to participate in as well as the opportunity to advocate for  initiatives that support and align to the NDIGI VILLAGE COOP community.  

Membership to the NDIGI VILLAGE COOP is open to anyone globally. Members under the age of 18 years must  have parental or guardian consent to participate in the NDIGI VILLAGE COOP. 

Membership Information and Eligibility:

Community Members

Community members are the annual subscribers that access and utilise the membership products and services  provided by the NDIGI VILLAGE COOP and must be over the age of 15 years.  

The activity requirements to become and retain the status of a Community member are: 

  • Pay a 1-time Ndigi Retail Coop Members fee to access the services of the NDIGI VILLAGE COOP of $20  (including GST in Australia).  

AND in any given year participate in three or more of the following activities. 

  • Pay a Ndigi Metaverse monthly community membership fee to access the products and services of the  NDIGI VILLAGE COOP of $10 per month or pay an annual membership fee for $97.00 (including GST in  Australia).  
  • Complete an online education course on non-fungible tokens (NFTs).  
  • Spend a minimum of $200 per year on listed non-fungible tokens (NFTs) on affiliated and partnered  NDIGI platforms, or on buying other products and services including educational courses provided  through the NDIGI VILLAGE COOP website www.ndigi.world.  
  • Make a referral introduction of a minimum of two new Community members.  
  • Stake a minimum of $100 in NDIGI issued utility tokens. 
  • Participate in member voting in respect of the membership products and services of the NDIGI VILLAGE  COOP.  

Community members will have access to buying products and services from the NDIGI Marketplace and other  supporting platforms. Community members will have access to the NDIGI education Platform website and can  undertake any of the courses offered with a minimum of 10% discount on the listed price for any other paid  courses.  

Community members who directly refer others to join the NDIGI VILLAGE COOP as members may receive a  maximum 10% affiliate bonus on any NDIGI licensing package purchases. Further token rewards may also be  awarded for any purchase of products and services as stipulated and updated on the NDIGI VILLAGE COOP membership website.  

Community Supporter

Community Supporter Licensees are the annual subscribers that access and utilise the membership products  and services provided by the NDIGI VILLAGE COOP and must be over the age of 18 years.  

The activity requirements to achieve the status of a Community Supporter Licensee are: 

  1. Pay a NDIGI Metaverse monthly membership fee to access the products and services of the NDIGI  VILLAGE COOP of $10 per month or pay an annual membership fee for $97.00 (including GST in  Australia).  
  2. Purchase a Community Supporter licensing package from $300 that will provide access to educational  training provided by the NDIGI VILLAGE COOP and additional Software as a Service products such as a  NFT generator platform.  
  3. Purchase a minimum of five (5) CCUs being a capital contribution equivalent to $100 in the first year. AND in any subsequent year participate in three or more of the following activities. 
  • List for sale physical products or NFTs on NDIGI affiliate and partnered websites. 
  • Completed an online education course on NFTs, blockchain and how to create income from online NFT  marketing opportunities.
  • Spend a minimum of $200 per year on listed non-fungible tokens (NFTs) on affiliated and partnered  NDIGI platforms, or on buying other products and services including educational courses provided  through the NDIGI VILLAGE COOP website www.ndigi.world. 
  • Made a referral introduction of a minimum of two new Community Members.
  • Stake a minimum of $500 in NDIGI issued utility tokens.
  • Participate in member voting in respect of the membership products and services of the NDIGI VILLAGE  COOP.
  • Purchase a minimum of five (5) CCUs being a capital contribution equivalent to $100 during the year.  

Supporter Licensees will be eligible to list up to 5 products on any of the NDIGI Marketplace websites for no  monthly charge, the conditions for which will be set out by the NDIGI VILLAGE COOP on its website and updated  from time to time.  

Supporter Licensees must provide a minimum of 10% of the value of products or services sold on the ndigi.store  marketplace to provide for shared affiliate commissions to the NDIGI VILLAGE COOP.  

Supporter Licensees must accept a minimum of 20% payment in NDIGI VILLAGE COOP community issued tokens  and exchange-based cryptocurrencies towards payment of products and services listed on the NDIGI  Marketplace websites. 

Supporter Licensees will have access to buying products and services from the NDIGI Marketplace and other  supporting platforms. NDIGI Patron Licensees will have access to the Ndigi.nft Platform website and can  undertake any of the accredited courses offered with a minimum of 25% discount on the listed price.  

Supporter Licensees who refer others to join the NDIGI VILLAGE COOP as members may receive token rewards  and affiliate cash bonuses on any direct sales that are paid on (but not limited to): 

  • the sale of any NDIGI VILLAGE COOP licensing products 
  • any approved and supported online ecosystem Software as a Service subscription
  • any purchases made on products and services sold through online NDIGI Marketplaces and partner  marketplaces or through partner merchant networks 
  • from the sale of approved utility token packages that can be used in the NDIGI Marketplace and partner  member ecosystems, or on other cooperative approved platforms. 

Supporter Licensees contributing capital will be issued (CCU’s). They will be entitled to returns on surpluses of  the NDIGI VILLAGE COOP activities.  

Community Champion

A Community Champion Licensee must be over the age of 18 years. 

Membership as a Champion Licensee will be open to any individual, merchant or entity wishing to contribute  to creating an engaged community that can champion the provision of education, supporting income initiatives  and trusted affordable access to products and services supportive of NDIGI VILLAGE COOP.  

The active participation requirements to become activated as a Champion Licensee are:

1. Pay a Ndigi Metaverse monthly membership fee to access the products and services of the NDIGI VILLAGE  COOP of $10 per month or pay an annual membership fee for $97.00 (including GST in Australia). 

2. Purchase a NDIGI Champion licensing package from $500 that will provide access to educational training  provided by the NDIGI VILLAGE COOP and additional Software as a Service products such as a NFT generator  platform.  

  1. Purchase a minimum of twenty (20) CCUs in the first year of membership being a capital contribution  equivalent to $400. 

AND in any given year participate in at least five or more of the following activities: 

  • Spend a minimum of $200 per year on listed non-fungible tokens (NFTs) on the ndigi.io platform, or on  buying other products and services including educational courses provided through the NDIGI VILLAGE  COOP.  
  • Complete one of the online professional educational blockchain related courses that may be recommended  by the NDIGI VILLAGE COOP on the ndigi.nft Platform.  
  • List for sale physical products or NFTs on NDIGI affiliate and partnered websites. 
  • Stake a minimum of $1,000 in NDIGI issued utility tokens. 
  • Purchase a minimum of five (5) CCUs being a capital contribution equivalent to $100 during the year.
  • Participate in completing an online questionnaire to support the selection of products and services to be  provided to members.  
  • Participate in member voting in respect of the membership products and services of the NDIGI VILLAGE  COOP.  
  • Make a referral introduction of a minimum of two new Community Supporter Licensees.  

NDIGI Champion Licensees will be eligible to list products on the NDIGI Marketplace websites and must provide  a minimum of 10% of the value of products or services sold on the NDIGI Marketplace to provide for shared  commissions to the NDIGI VILLAGE COOP.  

Community Champions will qualify to earn from NFT sales resulting from the minting of other ARTIST digital  asset works on selected blockchains within partnered NFT platforms.  

NDIGI Champion Licensee contributing capital will be issued (CCU’s). They will be entitled to returns on  surpluses of the NDIGI VILLAGE COOP activities.  

Community Partners

Community Partners are initial industry participants or are qualified to be NDIGI Champions or Global Patrons that contribute to, provide and or fund the development of products and services, in return for a negotiated  first to market or non-exclusive right, to deliver their products and services to the NDIGI VILLAGE COOP membership base.  

The active participation requirements for Partners for the first year includes: 

  1. Pay a monthly membership fee to access the products and services of the NDIGI VILLAGE COOP of $10  per month or pay an annual membership fee for $97.00 (including GST in Australia). 
  2. Be qualified as an NDIGI Champion Licensee.  
  3. Pay a yearly licensing fee of no less than $1000 based on the level of rewards and privileges that are to  be provided.  
  4. Purchase a minimum of fifty (50) Co-operative Capital Units CCUs upon registration. 
  5. Spend a minimum of $500 per year on listed non-fungible tokens (NFTs) on the ndigi.nft platform, or  on buying other products and services including educational courses provided through the NDIGI  VILLAGE COOP.  
  6. Stake a minimum of $1,500 in NDIGI issued utility tokens. 
  7. Providing the continued delivery of products and services that are approved to be provided to the NDIGI  VILLAGE COOP.  

The additional mandatory active participation requirements to stay qualified as a Partner Champion after the  first 12 months of membership includes: 

  • Pay a yearly sponsorship fee based on their level of rewards and privileges of no less than $1,000. 
  • To maintain purchasing a minimum of fifty (50) CCUs per year being a value of $1,000.
  • Participate in member voting in respect of the membership products and services of the NDIGI VILLAGE  COOP. 

Partner Champions may include, and are not limited to the following types of business, co-operatives, industry  partners, third party platforms and government agencies: 

  • Artists, Gallery owners 
  • Handicraft Producers, retailers 
  • Sculptors, carvers, weavers, and other industry producers 
  • Musicians, recording labels, entertainment specialists 
  • Graphic design firms\ 
  • IT service providers, Blockchain, AI, Computing professionals 
  • Cryptocurrency Trading Education companies  
  • Real Estate Agents and Agencies 
  • Builders and Property Developers 
  • Trade Services  
  • Accounting and Taxation businesses 
  • Conveyancing Specialists  
  • Property Management services and companies 
  • Professional Services 
  • Providers of Financial Services  
  • Businesses providing Self-Managed Superannuation products and services 
  • Event and Entertainment Venues 
  • Logistics companies 
  • Media companies and advertising companies 
  • Hotel and Resort Groups 
  • Insurance Providers including those providing insurance for business, home, vehicle, and health. 
  • Other Co-operatives and registered Associations domiciled in Australia or other Commonwealth  countries 
  • Telecommunication Service providers and retail outlets 
  • Australian and Internationally recognized Registered Training Organisations (RTO)
  • Registered Foundations, Not-for-Profit Organisations, General Associations, Religious Organisations  and Charity Organisations  
  • Licensed Crowdfunding platforms 
  • Licensed financial lending institutions and service providers 
  • Equipment Supply  
  • Building Material Supply 
  • Shelters and other Community based services 
  • Major retail outlet or business accepting payment in cryptocurrency supported by the Co-operative
  • Education providers  
  • Cryptocurrency Exchanges 
  • Cryptocurrency Mining and transaction processing companies 
  • Media coverage 

Any other business types deemed suitable by the NDIGI VILLAGE COOP Council of the NDIGI VILLAGE COOP can  be approved as a Community Partner Champion Member.  

A Community Partner Champions will be eligible to list products on the NDIGI Marketplace websites and must  provide a minimum of 10% of the value of products or services sold on the NDIGI Marketplace to provide for  shared commissions to the NDIGI VILLAGE COOP. 

Partner Champions who refer others to join the NDIGI VILLAGE COOP as members may receive rewards and  monetary bonuses that are paid from any affiliate subscriptions, or from any of the commissionable sharing  value that is allocated on any purchases made of licenses, products and services, or from the sale of tokens for  use in paying service fees in the NDIGI Marketplace or other service platforms by their referral network. 

Partner Champions Licensee contributing capital will be issued (CCU’s). They will be entitled to returns on  surpluses of the NDIGI VILLAGE COOP’s activities. 

Shareholder Custodians

Shareholder Custodians are the ‘founding’ shareholders of the NDIGI VILLAGE COOP that have contributed  capital and / or their products and services to establish the inaugural products and services.  

Shareholder Custodians can secure up to a maximum of twenty percent (20%) equity in NDIGI VILLAGE COOP  in return for either invested capital, assignment of intellectual property, licensing of developed platforms or  provided invoiced services in lieu of capital investment. 

Adding Shareholder Custodians is at the discretion of the Community Council of Directors. Potential Custodians must demonstrate the ability to actively contribute to the day-to-day provision of products and services in  accordance with Board and NDIGI VILLAGE COOP guidelines.  

The active yearly participation requirements of Shareholder Custodians must include a combination of any one  or more of the following agreed and contracted activities:  

  • To Provide:  

o Access to Art Galleries 

o Access to Museums  

o Access to Artistic communities 

o Access to Creative Art studios or supportive infrastructure 

o Access to recording studios or film studios 

o Talent Management services 

o Access to Digital Media and or Print Media including Newspapers and Magazine  publications  

o Consulting and management services 

o Not for Profit Organisations that are engaged in supporting indigenous community  initiatives  

o IT related, web development, programming, ecommerce portal management services o Managing of social media and marketing activities  

o Produce education services to members 

o Legal, advisory and compliance services 

o Financial advisory services  

o Accounting services 

o Property management and property consulting services 

o Property development expertise, services and industry access 

o Industry Association membership including that associated with 

▪ Real Estate 

▪ Building and Property development 

▪ Blockchain  

▪ Education and Training 

▪ Entrepreneurship 

o Event management services  

o Consultancy services related to local and Federal Government licensing, grant approvals,  business plan writing, prospectus document writing  

o Access to providing utility services like energy and telecommunication services 

o Loyalty programs and access to membership benefits programs 

o Access to and the supply of retail and wholesale consumable products and or services o Access to inventory management, distribution warehousing and transport services o Health service providers 

o Distributed Ledger Blockchain Technology Services  

o Access to online trading platforms for crypto currencies, bartering 

  • To participate in the active management of the NDIGI VILLAGE COOP. 

Inactivity and Cessation of Membership

Under Rule 21 of the NDIGI VILLAGE COOP Model Rules, membership is declared cancelled if:  

  1. The whereabouts of the member is not presently known, and has not been known to the NDIGI VILLAGE  COOP for a continuous period of at least 12 months; or  
  2. The member is not presently active and has not been active within the confines of Rule 4 of the NDIGI  VILLAGE COOP Model Rules in the past 12 months.

The Rights and liabilities attaching to membership in the proposed NDIGI VILLAGE COOP

The membership products and services provided to all member levels shall include: 

  • Access to: 

o an online (NFT) non fungible token marketplace 

o a social platform that supports global and community-based groups 

o an online marketplace/shop for retail product listing and purchasing 

o an online educational portal supporting the provision of courses on a range of upskilling areas o education tools 

o the eziNFT.com generator website for creation of generated art.  

o online digital trading and payments applications (APPS) 

o a subscription-based affiliate program 

o a lead management and sales tracking platform  

o a tokenization and investor management platform  

o a crowdfunding platform 

  • Product and service listing for retailers  
  • Participation in community education activities and events 
  • Partaking in NDIGI VILLAGE COOP meetings and voting on relevant matters according to level of  membership 
  • Loyalty and rewards program 

The additional benefits for Partner Champions and Custodians include: 

  • Branding on: 

o the NDIGI VILLAGE COOP Home Page  

o NDIGI VILLAGE COOP communications 

o Branding at events and on event collateral based on negotiated sponsorship agreements

  • Networking opportunities supporting cross member partnerships 
  • Participation in industry information sessions and events 
  • Invitation to offer exclusive rewards benefits 
  • Research participation 
  • Voting on products and service provision 
  • First and last right of product and service renewals

The Rights and Liabilities of Shareholder Custodians

Shareholder Custodians may apply for shares in the NDIGI VILLAGE COOP. Shares will be issued based on the  value of capital, products, services, and intellectual property provided to the NDIGI VILLAGE COOP.  

Shares will be issued at a price of $1 per share, to be paid either in cash, or by the provision of ‘in-kind’ services  by contractual agreement with the NDIGI VILLAGE COOP or as invested in the establishment of the NDIGI  VILLAGE COOP. In total 250,000 shares will be issued to raise an initial capital of $200,000. Shares are only  available to be purchased by Shareholder Custodians of the NDIGI VILLAGE COOP for whom the active participation requirements are set out in this Disclosure Statement. The minimum purchase of equity is 2,000  shares being $2,000.  

Shareholder Custodians upon confirmation of their invested capital will be issued a bonus allocation of utility  tokens and (NFT) Tokens created by and for use in the NDIGI VILLAGE COOP. Tokens will be issued according  to the stage release schedule of the tokens and where tokens are already being marketed, they will be provided  at a discount to the value of the currently listed token pricing at the point of shareholding acceptance and  receipt of the payment consideration as to be agreed and minuted by the NDIGI VILLAGE COOP Council of  Directors of the NDIGI VILLAGE COOP. Any tokens provided as part of a shareholding will be locked and  released over a published schedule period of 18 months from the date of issuance.  

From time to time the NDIGI VILLAGE COOP Council of Directors may distribute part of any surplus to members  or the holders of shares in the form of: 

  • A limited dividend for shares held by each member. 

o The yearly dividend will be limited to a maximum of 10% of the value of the contributed  share capital.  

  • The issue to members of bonus shares in proportion to;  

o the value of business done by each member with the NDIGI VILLAGE COOP; or  

o profits earned by the NDIGI VILLAGE COOP on business done by each member with the  NDIGI VILLAGE COOP; or  

o shares held by each member; or  

If a Shareholder Champion ceases to hold shares in the NDIGI VILLAGE COOP, then their subsequent  membership of the NDIGI VILLAGE COOP ceases under Rule 8 of the Rules of the NDIGI VILLAGE COOP.  

If a Shareholder Champion does not maintain the active membership requirements set out in the “Membership  Information and Eligibility” section of this Disclosure Statement, their membership will cease (Rules 8 and 21)  and their shares will be recouped. NDIGI VILLAGE COOP will then repay to that member the capital paid up on  those shares at the date of expulsion (Rule 11).  

Periodically Shareholder Custodians may be offered the opportunity to purchase further shares (where not  exceeding a total of 20% equity) for capital raising.

Shareholder Capital Required at Formation of the Co-operative

Upon formation of the NDIGI VILLAGE COOP the minimum shareholder investment capital required to be  allocated towards development of the products and services of the Co-operative is a minimum of twenty-five thousand ($25,000) dollars.  

Funds can have also been expensed prior to formation of the NDIGI VILLAGE COOP in a means to help establish  the business approach. Funds should be expensed towards creating the websites, membership platforms, and  any other products and services required for the providing of the Co-operative membership services. Proof of  investment and expenditure must be shown with a contractual assignment of the use of the developed  products, services, and platforms being provided to the Co-operative. 

It is required that upon confirmation of the formation of NDIGI VILLIAGE COOP there should be a minimum of  five (5) Shareholder Champions contributing the funds required to meet the stipulated formation capital. 

Cooperative Capital Units CCUs

The NDIGI VILLAGE COOP intends to raise funds through the issue of Co-operative Capital Units CCUs that can  be allocated by the Community to fund delivery of products and or services to members. 

CCUs will be issued to members on the following terms: 

  1. Each CCU will be issued for a cash value of Australian twenty dollars (AUD$20). The CCUs can be paid  for in full in accepted fiat currencies, or in full in accepted cryptocurrencies as listed on that are available  on registered cryptocurrency exchanges or popular decentralised cryptocurrency exchanges.   
  2. As per the terms and conditions listed on the NDIGI website from time to time, CCUs may be paid for  also in part and full in accepted community issued cryptocurrencies, accepted Non-Fungible Tokens  (NFTs) and security tokens issued under an approved regulatory licensing framework.  
  3. Each CCU may be allocated a bonus amount of issued tokens that can be utilised as a ‘Community currency’. These tokens can be accepted on the NDIGI Marketplace and selected partnered NDIGI  VILLAGE COOP ecosystem platforms to pay for in part or full for the purchases of goods and services,  for the payment of any related service platform subscription, trading fees, staking and other  administration fees.  
  4. Each CCU will be allocated a NDIGI Voting Token (NVT) where these tokens can be used to pledge  support for projects members would like to see the NDIGI VILLAGE COOP prioritise for funding. =NVTs  cannot be redeemed for any financial consideration, sold, or traded.  
  5. Projects that are listed on the NDIGI VILLAGE COOP Agency website that are accepted and subsequently  funded by the NDIGI VILLAGE COOP members may result in additional bonus tokens being issued to the  voting members.  
  6. The CCU entitles its holder to participate in distributions (dividends) on the following basis:

a. A minimum of twenty percent (20%) of the net surplus after interest, tax and depreciation and  subject to any retention for the purposes of preserving working capital as determined by the Board  from time to time, will be distributed to CCU Holders;  

b. Periodically CCU unit holders may elect how they receive distribution entitlements from options  determined by the NDIGI VILLAGE COOP Council; 

c. CCUs will be redeemed on the winding up of the NDIGI VILLAGE COOP as required;

d. CCUs are transferrable subject to the approval of the NDIGI VILLAGE COOP Council;

e. CCUs are otherwise only redeemable 

o from profits; or 

o on the issue of new CCUs specifically for the purposes of redeeming already issued CCUs.  

  1. CCUs do not bear a right to vote in relation to general meetings of the NDIGI VILLAGE COOP members  meetings but do entitle the CCU Holder a right to vote at a meeting of CCU Holders (required in the  event that any change to the rights or obligations of CCU Holders is proposed). 
  2. At the current time, no maximum or minimum amount of CCUs will be issued, however as decisions are  made to approve the issue CCUs members will be informed. 
  3. The financial considerations received (money raised) from the issue of CCUs will be used to help fund  (but will not be limited by) the following:

i. The funding for the development of educational products and courses that can be made  available to NDIGI VILLAGE COOP members and non-members based on a fee for access basis. 

ii. The purchase of digital assets including cryptocurrencies, (NFTs) Non-Fungible Tokens and other registered digital securities that can be traded to create income for the Indigi Co operative.  

iii. The funding and support of setting up of educational platforms, educational classes and training  systems.  

iv. The funding and support of the launching of new NFT projects. 

v. For supporting the purchase of digital land across metaverses that could be of indigenous significance or support indigenous initiatives.

vi. For supporting the development of blockchain based technology solutions and applications.

vii. For investing into the further development of the NDIGI VILLAGE COOP ecosystem, including  any technical platform development including the development of online marketplace place  ecosystem platforms, metaverse creation, blockchain payment solutions, mobile universal  wallet technology, smart contract programming and mobile device APPS or distributed  applications for use by NDIGI VILLAGE COOP members and for the white-labelling of such to  other organisations for an establishment and ongoing licensing and service fee.  

viii. Accounting, Legal & Compliance consulting where such adds to the value of the intellectual  property of the licensing applications. 

ix. The funding of capital in return for any equity or profit sharing in members of the NDIGI VILLAGE  COOP or other agreed businesses providing products and or services to the NDIGI VILLAGE  COOP.  

x. The funding of business loans for Community members providing the NDIGI VILLAGE COOP with  products and services.  

xi. Development of applications that can support creating income for the NDIGI VILLAGE COOP and its members.  

xii. For supporting the providing of loan funds or digital assets to be used for lending opportunities  against cryptocurrency, digital assets, and other real-world assets. 

xiii. Acquisition of income producing assets that can be tokenized and sold as digital assets.  xiv. Investment into the funding of the purchase of digital assets, commodity assets, intellectual  property assets, registered shares in publicly listed entities, and property related opportunities  that can be tokenized.  

xv. Support the purchase and or funding of properties to be used to assist provide shelter for  persons that are distressed or homeless that can be tokenized and sold to Community members.  

xvi. Funding of health clinics and delivery of health services to support improving health and  wellbeing for Indigenous community members. This extends to including telehealth and other  digital health services. 

NDIGI VILLAGE COOP Council Board members are free to purchase CCUs but have no direct interests in the issue  of CCUs and are subject to meeting the ‘active membership’ requirements of a NDIGI Sales Agent Licensee.  

Any NDIGI VILLAGE COOP Members wishing to purchase CCUs are directed to consider the financial information  attached to this Disclosure Statement and to address any potential gains versus risks with purchasing CCUs.  

Providing of Affiliate Income in the NDIGI VILLAGE COOP

The NDIGI VILLAGE COOP is focused on providing Software as a Service licensing opportunities that will support  providing access to products and services that members can then utilise for their own use or for resale that will  generate an income for Community members.  

The payment of affiliate sales income earned through the NDIGI VILLAGE COOP will come from the following  sources but is not limited to: 

i. Sales of NDIGI Licensing Software as a Service Solutions  

ii. Sales of Coin or Token packages as provided by Shareholder Custodians, Flagstone  Champions or Partner Champions 

iii. Affiliate commissions and other commissionable income as provided by member  participants to be shared with Community members. These commissions are provided  on the sale of products and service offerings through the NDIGI Marketplace. 

iv. Other rewards be it in fiat currency, cryptocurrency, coin and token airdrops for  purchases and or other activity participation by Community members.

v. Referral income for the payment of other professional services as provided through the  NDIGI VILLAGE COOP and its Champion Members.  

vi. Affiliate rewards issued in the way of tokens as a bonus on the purchase of Community Capital Units CCUs.

Affiliate Income Allocation

The NDIGI VILLAGE COOP will allocate between ten percent (10%) to forty percent (40%) of the sales value of  Software as a Service licensing subscriptions, and other NDIGI VILLAGE COOP provided products and services as  a commission to be paid to Community members based on their active participation levels.  

The NDIGI VILLAGE COOP will allocate up to sixty percent (60%) of any allocated affiliate commission value as  provided by sellers of products in the NDIGI Marketplace to be shared with NDIGI VILLAGE COOP members.  

The NDIGI VILLAGE COOP will allocate between twenty (20%) to thirty percent (30%) as an allocated commission  value on the sale of coin, token or (NFT) packages purchased or sold by NDIGI VILLAGE COOP members as  provided by its Shareholder Custodians, Foundation Champions or Partner Champions for distribution as  affiliate commissions or otherwise to Community members.  

Contractual Obligations with the NDIGI VILLAGE COOP

Each member will be required to enter a Product or Services Contract on the following terms: 

  1. Upon execution, a member must pay the initial fee, contribute the required capital for either CCUs or  NDIGI VILLAGE COOP shares, and pay any subscription fees for the right to supply or receive products  and services. 
  2. The NDIGI VILLAGE COOP can take a ‘service fee’ (as the facilitator) at point of sale and on any business  transactions on any platforms provided by the INDIGI VILLAGE COOP for the benefit of Community members. 
  3. As a result of any transactions between members, the NDIGI VILLAGE COOP may take a fee from certain  members for the engagement of other members or pay a fee to members based on the revenues  generated for the sales of products or services they have directly generated or indirectly generated  through their referral network.  
  4. The NDIGI VILLAGE COOP pays sales commissions or rewards to members who have either directly or  indirectly been responsible for a sale/business transaction involving the supply of a product or service.  Any reporting on paid commissions or rewards will be provided to members via the ‘online membership  back office’ within the NDIGI VILLAGE COOP’s Affiliate Program.  
  1. Where Shareholder Custodians (founding and future) or Partner Champions whose projects are  approved for NDIGI VILLAGE COOP support, are provided any funding or capital by the NDIGI VILLAGE  COOP for the development or modification of products or services for members, or for the creation of  NFT collections, they shall either pay interest at commercial rates on loans provided or issue a  combination of share capital and NFTs or utility tokens to the NDIGI VILLAGE COOP on terms to be  negotiated with the NDIGI VILLAGE COOP Council Board of Directors. 
  2. Persons or entities that are not registered paid members (non-members) will have access to products  and services as customers but will not be entitled to any member benefits including any voting rights.

The NDIGI VILLAGE COOP may also enter contracts as approved by the NDIGI VILLAGE COOP Council Board of  Directors with third-party contractors to supply products and services. A schedule of proposed contracts to be  entered into by the NDIGI VILLAGE COOP has been included in Annexure B to this Disclosure Statement.  

Management and Champion Contracts

The NDIGI VILLAGE COOP will also enter contracts as approved by a majority of the Council Board of Directors  with third-party contractors being preferred to be Champion Members of the Community able to supply  products and services to the NDIGI VILLAGE COOP. All Shareholder, Partner and Foundation Champions will be  required to be issued a contract outlining their participation in the NDIGI VILLAGE COOP and obligations in  providing products and services to the Community.  

The NDIGI VILLAGE COOP will also appoint a suitably qualified management entity to oversee the day to day  operational and management of the Community. This management entity will be responsible for employing  and maintaining the necessary support systems and infrastructure to provide Community members with access  to the products and services provided through the Community. The management entity will be paid up to  thirty-five percent (35%) of the gross sales of licensing products and services and up to 5% of the affiliate  commission paid on other product sales. A maximum fee of 3% from any proceeds of the purchase of CCUsshall  be paid towards the management of the platforms and compliances required with the issue of CCUs.  

A schedule of proposed contracts to be entered into by the NDIGI VILLAGE COOP has been included in Annexure  B.  

Proposed Office Holders for the NDIGI VILLAGE COOP and Consideration

NDIGI VILLAGE COOP Council Board of Directors

A minimum of seven people must be appointed to the Board of the NDIGI VILLAGE COOP. A minimum of four these are to be based in Australia with three to be resident in the State of Queensland. The inaugural seven  nominated office holders to be appointed are as follows:  

Walter Cooper of New Zealand 

Appointed as Director and Chairman 

Ngapuhi, Ngati Hine, Kuki Arani 

Walter was born in a forestry town named Tokoroa in New Zealand. He is number 6 of 10 siblings. He is married  to Siola’a. Between them they have 8 children and 7 grandchildren. 

His mother is from Aitutaki, Cook Islands. His father is Maori from the Ngapuhi and Ngatihine Tribes. His  ancestral line links back to the great paramount chief Te Ruki Kawiti whose signatures are on the 1st document  of the 1835 United Tribes Declaration and the Treaty of Waitangi. He was one of the last to sign but demanded  his signature be at number 1. 

Walter has many work experiences like management positions, driving and operating heavy machinery &  vehicles, retail & wholesale sales, Arts, community service, church & self-employed entrepreneur. 

He comes from a very cultural & creative family. Both his grandmothers were excellent in making traditional  crafts, preserving food, gardening & homemaking. His youngest brother was a tetraplegic paralysed from the  neck down. He was very talented and artistically creative. He compiled his own music, made short films and  traded crypto currency. Another brother who is very successful as an architect worked over 20 years in the  Middle East directing multibillion-dollar construction projects. His eldest brother was the 5th person to ever  graduate with a Doctor of Fine Arts from the prestigious Elam School of Fine Arts University of Auckland. Walter  has learned a lot working alongside his brother on many art commissions. 

He had very close connections with 7 people educated by prominent Maori leaders in Maori History, Injustices  to Maori & Maori Rights. 

Walter has a great passion for Art & Culture. As mentioned, it runs through the bloodline of his family today &  his ancestors.  

Both his parents were punished at school for speaking their native tongue. They did not want that to happen  to their 10 children. Unfortunately, they did not pass on their language. 

Walter’s ambition is to help Indigenous by providing the largest online global Community community  Marketplace.  

Dr Richard Shortland Cooper of New Zealand 

Appointed as Director and NDIGI International Indigenous Cultural Liaison Officer 

Ngapuhi, Ngati Hine, Kuki Arani 

Married to Rula Ormsby 38 years. We have 4 adult children, 3 daughter n laws and 10 grandchildren. Doctor in  Fine Arts from Elam School, University of Auckland (2004). Renowned Artist art exhibitions Nationally and  Internationally. Has been commissioned many public artworks and sculptures & in numerous private  collections, cooperates and galleries. He was the Head of Department for Te Wananga O Aotearoa for 5 years. 

Richard made a career change into health 15 years ago and worked for Counties Manukau District Health Board  for 10 years as their Maori Educator for Long Term Conditions. Registered NZ Life Coach in Abundance and  Breakthrough Life Coaching, Health Coach, Master Trainer for Stanford and Flinders Long Term Conditions, the  Kaiaarahi for the Oranga Ki Tua Program, Lean in Whanau Program and was the Kaimanaaki for Mana Tu  Program Papakura Marae for 5 years. 

He resigned from 23 July 2021 from Papakura Marae to do contract work for the Department of Corrections  running a 4-week Tu Whatukura program with guys on probation at different locations throughout the  department, pursuing major Art projects and Consultancy. 

Tracey Matenga of Gold Coast, Australia 

Appointed as Director, NDIGI Education and Arts Program Officer 

I am of Aboriginal descent and a member of the Stolen/Lost Generation. I was adopted out and grew up on the  Gold Coast, where I currently reside. Through tracing my family history, l was able to find my family connections  with Wombaia, Malak Malak, Wagaman & Warumungu tribes in the Northern Territory. 

I have a Diploma of Teaching and a Bachelor of Education through James Cook University, in Townsville and  Cairns, where I majored in Aboriginal & Torres Strait Islander Studies. I have taught in Mainstream, Aboriginal  & Torres Strait Island Community Schools & home school for the past 35 years. I have also been an  Administrator for full immersion Kohanga Reo in New Zealand, to help protect & preserve the Maori language  for future generations. 

I have been involved in Polynesian Dancing, teaching culture in schools, and running Indigenous Festivals for  both schools & the wider community. These include N.A.I.D.O.C Day (National Aboriginal & Islander Day  Observance Committee), Waitangi Day & Samoan Independence Day Festivals on the Gold Coast for over 10  years. 

I was a partner in a fully owned & operated Indigenous Art Organization called Yulu Wirree, that helped promote  Indigenous Art. I also ran a Foodbank organization for 9 years on the Gold Coast to help those who suffer from  financial hardship. 

For the past few years I have been doing volunteer work at The Church of Jesus Christ of Latter-Day Saints,  Family History Centre, helping families discover their family heritage.

I am married with 6 children who I have home schooled, for the past 19 years, with the Brisbane School of  Distance Education. 

I hope to use my life experiences to help Indigenous people throughout Australia & the Pacific, to protect,  preserve, & promote cultural heritage, to enhance the lives of others, by creating equality & employment  opportunities & a sense of unity for our people.  

William Oui of Gold Coast, Queensland 

Appointed as Director 

William Oui a dedicated champion of indigenous Australian culture, art and community values has served on  numerous boards and committees. Raised in Darnley Island in the Easter Torres Strait, William is a member of  several clans including the Murray Island Daureb Tribe, the Darnely Island Samsep and Mauram Tribe, Boigu  Island, Dhoebol, Ait Keodal and Saimu Tribe, Parrim Anega Tribe and Moa Island clan. 

William has been an active member of a Kalwun Housing Co-op and Development Corporation for over twenty  years and is currently serving as the Chairperson of the Board. William a carpenter my trade has used his  passion for building to help support developments and housing in many remove indigenous communities even  teaching other youth trade skills to help them in finding work.  

William is actively involved in many community events supporting indigenous initiatives and programs. He is  regularly invited as a guest speaker at opening ceremonies in the Gold Coast and in his home territory. William  is an accomplished carver, providing and supporting craft and artifact displays for many museums and cultural  centres including the Brisbane State Library and Jellurgal Aboriginal Cultural Centre in the Gold Coast.  

William is very passionate about being involved in supporting taking the NDIGI Community opportunity to all  the communities he is connected with as well as to champion it to all tribes and nations globally in pursuit of  helping to foster greater interest, uptake and preservation of culture for indigenous communities.  

Mario Platero (Dine’/Zuni) M.Ed of Salt Lake City, Utah, United States of America 

Appointed as Director and First Nations Cultural Liaison Officer 

Mr. Platero is currently employed with the Granite School District in Salt Lake City, UT, he serves as the Career  and Technical Education, Concurrent Enrollment and Career Center Coordinator at Granger High School, and is  the Program manager overseeing the district’s Agriculture, Woodworking and Welding Program Managers. 

Mr. Platero is an enrolled member of the Navajo (Dine’) Nation and is actively involved with his native  community as an education specialist, he has served as a mentor for the Title VI Indian Education Program, and  currently serves as a Board Member to the Indian Training Education Center in Salt Lake City, Utah.  

Mr. Platero is adviser to a Native American language revitalization project currently seeking private school  status, the school’s main objective is to revive, restore and reteach Native American languages that are quickly  being lost to a western European majority. Also, Mario is very passionate about preserving culture and art for  the future access of persons globally so that they can experience the rich cultural diversity of the First Nations. 

Mr. Platero is married and has four children and one granddaughter.

Larry Watane of Sydney, Australia 

Appointed as Director and Chief Technical Advisor 

Born and raised as Maori in the Waikato of New Zealand among a community with strong values and a forgiving  nature I have enjoyed a simple life of diving for Kaimoana (seafood) and being a dad. 

I feel at ease and at home not just within my people and my culture, but with those cultures that share similar  values to what we do. The indigenous, natives of their lands. 

During my time with my experience and interest in web and blockchain platforms I hope to carve a path for our  mokopuna (our childrens – children) within to be able to utilise technology to help protect and maintain our  taonga (treasures).  

Aaron Troy Cassar of Brisbane, Queensland 

Appointed as Director and Company Secretary 

Aaron Troy Cassar has a professional career spanning several continents working internationally in consulting  roles with listed public companies in Malaysia, Singapore, Australia, Hong Kong, China, and USA across  industry sectors including commercialisation of consumable health products, sustainable agriculture,  aquaculture farming, biofuel plantation development, carbon trading, and new emerging industries including  blockchain.  

Aaron was the founder for LEMCO Ltd and a Director for Sustainable Economics both businesses championing  initiatives supportive of global indigenous communities and the protection of their valuable resources and  preservation of their culture and community value.  

Aaron has graduated from Griffith University with a Bachelor of Commerce with majors in accounting,  marketing and management and has also completed certificated courses in Green Project Management.  

Aaron has been involved in several IT start-ups engaged in blockchain development, education, crypto currency,  and the tokenization of commodities that have successfully raised funding and launched products or services in  Australia and Singapore. He is the CoFounder of several companies in Australia and overseas that have  successfully launched community-based platforms supporting digital assets and forex currency trading.  

Aaron is a dedicated advocate for the Indigi Co-operative business model being used in creating engaged  educated communities. 

Advisory Board

A minimum three persons are to be appointed to the Advisory Board of the NDIGI VILLAGE COOP Council The  role of the Advisory Board is to support giving recommendations and feedback on activities that can support  providing products and services and generating income for the NDIGI VILLAGE COOP. Appointments to the  Advisory Board can be reviewed on a yearly basis. A contract for providing advisory services must be issued by  the NDIGI VILLAGE COOP Council Management prior to any official engagement for such services being  rendered.  

The inaugural advisory board members to be appointed are as follows: 

Paul Niederer of Gold Coast, Queensland 

Advisory appointment as Compliance Officer 

Paul’s career started as an Accountant and ended up in capital raising with his becoming one of world’s leading  authorities in equity-based crowdfunding and crowd sales, investor aggregation and trust-based systems and  the compliance processes and systems necessary to do the job properly. Paul has presented on funding and compliance to the SEC, FINRA, the British Parliament and a score of regulatory bodies Worldwide. As a result of  this experience in the compliance area and the hands-on experience of being involved in over 200 capital  raisings for businesses Paul is sought after to join teams and boards focussing on funding, governance and  compliance. 

CEO for ASSOB Australia’s Small Scale Australian Offering Board for 8 years. This was the world’s first Equity  Crowdfunding Platform and dealt with start-ups and companies requiring growth capital. Deal flow had to be  sought and processed compliantly through the platform according to ASIC and the Corporations Act. 

Paul is very passionate about how Cooperatives with individuals coming together to support a core social  purpose and manage interests for their members can create well governed community-based initiatives. Paul’s  experience with Compliance Committees as an “external member” will be greatly supported by his career where  honesty, care and diligence have been a hallmark. Paul is also the holder of a RG146 which is an ASIC training  for providers of financial information. 

Daniel Weinstock of Melbourne, Victoria 

Advisory appointment as Grant Officer 

Daniel Weinstock began his career with the Commonwealth Scientific and Industrial Research Organization  (CSIRO) in Australia in 1971 as an Economist and Urban Geographer, publishing research in the field of property  price movements. 

Moving Into the commercial world with Computer Sciences of Australia, he was involved in the operational  design and development of large scale commercial and scientific mainframe computer applications for clients  in the mining and finance sectors. Daniel has also worked in developing  

Daniel co-founded Abacus Data Services, then founded and managed National Computer Services for fifteen  years. These firms marketed computer and peripheral equipment and developed and customized commercial  software applications. 

Daniel then expanded his technology business into international commodity trading via the Video Technology  group of companies, of which he was Chairman and CEO.  

Applying his breadth of industry knowledge, Daniel moved into the areas of government grant funding and  capital raising, building the Melbourne based practice of Connectiv Group, and now concentrating on growing  enterprise value across industry sectors and supporting the mentoring and commercialisation of businesses in  Australia. Daniel is deeply passionate about supporting businesses to become successful and create  opportunities for greater employment.  

Victor Silveira – Brazil 

Advisory appointment Fintech Innovation 

Born in southern Brazil and with family extensions in the northeast, son of a civil engineer and a public relations,  Victor studied, worked and finished the Business Administration college with an emphasis on the International  Market in 2008 in his home town, Porto Alegre, Brazil. 

A Fintech professional, focused in integrating technology into financial service offers, expanding financial  inclusion and using technology to cut down on operational costs. Vast experience in leveraging new technology  to create new, better financial services for consumers and businesses, as an example, Victor co-founded  PagaPraMim, the first bill extension platform in South America. Strong Digitech background, targeting cyber  security, blockchain and disruptive technologies.

Victor is passionate about languages. Fluent in Portuguese, English and Spanish. Now, learning German and  Bahasa. Based in Queensland, Victor is currently acting as a Zear Advisory consultant, connecting Australian  companies and technologies with the Brazilian and Latin American market. The reach of his projects involves  sectors such as digitech, agritech, blockchain and others. 

Proving to have a strong network and a vast knowledge of new technologies and the NFTs market, Victor joins  NDIGI project as part of the founding team and as an Advisor, envisioning the reach of indigenous communities  in the Amazon region and other communities in South America. 

Dean Matenga 

Advisory appointment Training Officer 

I am of Maori decent, raised in Tauranga New Zealand, with paternal tribal affiliations to Ngati Kahungunu, and  through my mother, to Ngati Maru. 

After serving a two year church mission, I took a computer programming course in 1983 and spent 10 years as  a Computer Manger for an Insurance and Finance Brokerage. I was then approached to teach Computer skills  to “at risk” Maori youth, before becoming a Director of a Mortgage and Finance Brokerage company. After  moving to Australia in 2001, I spent the next 15 years as the Queensland Training & Support Manager for an  Australian National Income Tax and Accounting company providing IT and Income Tax training support for the  Queensland offices. I was then approached by a non-profit organisation to teach Video editing “special effects”  and computer animation skills to “long term unemployed” before accepting a position as Administrator for a  multi-national organic skincare company with responsibilities for accounts, HR, and logistics. I also have a  Queensland Real Estate licence. 

I have performed as a musician and Polynesian dancer in both New Zealand and Australia for 40 years and have  also been involved in Basketball as a player and coach for a similar period. This has also led me to serving in the  Executives of many sporting and cultural organisations including, Maori, Samoan, and Australian. This also  included organising Indigenous festivals. 

A Father of six children, I ran a Food Bank organisation on the Gold Coast with my wife for 9 years.  

Appointment Considerations for Officeholders and Advisors

GI VILLAGE COOP Council Board of Directors is to comprise of a minimum of five (5) elected Directors but not  exceeding seven (7). It is always required that a minimum of three (3) of the Directors must be resident in the  State of Queensland, Australia. The following considerations are to be observed when appointing officeholders  to the NDIGI VILLAGE COOP Council Board.  

To be eligible for a position on the Board, an applicant must have at least three (3) or more of the following  qualifications: 

i. Have been or are self-employed, a current or past business owner or having been employed in the  IT sector, finance sector, legal sector, accounting services sector, in property and construction, or  the real estate industry for a period of five (5) years or more; or 

ii. Be a current business owner or working in a business that is aligned with supporting the delivery of  blockchain solutions and services, IT or ecommerce consulting, business consulting, enterprise  development, grant processing, education delivery, property related business for the last five (5)  years or more; or 

iii. Be a qualified or recognised Artist, involved in the production of music, film, documentaries and  other media production

iv. Be an Indigenous Community Leader; or 

v. Be currently involved with or have been previously involved with providing expertise in supporting  the starting up, operation of running an online business, providing ecommerce services; or 

vi. Be a suitably qualified industry professional; or 

vii. Hold a real estate agency salesperson qualification; or 

viii. Be a Director of any of the Shareholder Champion entities holding equity in the NDIGI VILLAGE  COOP; or 

ix. Hold a formal qualification issued by a reputable University in Australia or overseas; or 

x. Show demonstrated skills for the delivery of mentoring, teaching, and educational courses; or  

xi. Have demonstrated experience with supporting the creation of membership-based organisations; or 

xii. Hold extensive experience in social media marketing, event marketing or community-based  marketing. 

Appointment Term Considerations for Officeholders

The Director may serve two terms of office. The rules of Directorship are:  

i. Initial Term for a minimum of three (3) years for the following Founding Directors. 

  • Chairman. 
  • Managing Director. 
  • Company Secretary. 
  • A Board Nominated Director. 

ii. The remaining Directors and Officeholders will hold an initial term of two (2) years. 

iii. Subsequent Term and after the expiration of the initial term or upon resignation of any Founding  Directors the following rule applies: 

a. Each subsequent term will be for a period of two years. 

iv. Restriction Rules for all Directors are: 

a. Directors will have unlimited terms of two years after their initial term and can hold any  position on the Board, including Chairman, Managing Director, Company Secretary, or  Director. 

b. Directors can only be appointed to one of the following roles, in addition to their Director  role, at the same time: 

  • Chief Executive Officer / Managing Director 
  • Chief Operating Officer 
  • Chief Financial Officer 
  • Chairman 
  • Company Secretary

c. Should an illness occur or other event causing incapacity to a Director the board is  authorised to appoint another person to act as the Director on an interim basis not  exceeding six (6) months.

d. Subsequent Directors are restricted to two terms of two years. 

v. Rotation of Director Positions: 

a. The same person cannot hold the positions of Chairman and or Managing Director for more  than one consecutive term.  

b. The same person can hold other Board positions, other than the Chairman or Managing  Director position, for more than one (1) consecutive term.

Remuneration Considerations for Officeholders and Advisors

Officeholders agree to be subject to the following terms for remuneration and expenses when carrying out  activities for the NDIGI VILLAGE COOP in their relevant capacities: 


a. The Director and Advisory positions are non-remunerated positions.  

b. The minimum non-remunerated time commitment required per month of Directors and Advisors  is a minimum of eight (8) hours for attending meetings, replying to emails, and giving feedback on  NDIGI VILLAGE COOP initiatives.  

c. For their non-remunerated time invested in the NDIGI VILLAGE COOP, Directors and Advisors may  be rewarded with a bonus issue of any utility or DeFi project tokens issued by the NDIGI VILLAGE  COOP or as provided to the Community by its Flagstone or other Shareholder Champion members.  

d. Expenses for attending meetings and carrying out additional work activity for the Indigi Co operative will be permitted and paid on the following basis:  

Travel Expenses to a NDIGI VILLAGE COOP Board Meeting: 

i. When travelling interstate is required the expected air travel will be default Economy Class  with QANTAS, Virgin or Jetstar. All bookings will be made on behalf of the travelling  Director.  

ii. A further travel allowance can be paid in advance and then reconciled based on providing  the receipts for accommodation and other travel expenses.  

iii. Accommodation Expenses will be paid where overnight stay is required as part of attending  Board Meetings or other organised working meetings for the NDIGI VILLAGE COOP.  Accommodation must include Wi-Fi access and be of acceptable standard for doing  business.  

iv. For the rendering of professional services above the initial 8 hours as committed to be  provided by the appointed Directors or Advisors a consulting fee shall be paid upon invoice.  This consulting fee is to be paid in full or in part, in either a choice of Australia dollars or  any cryptocurrency or token issuance as agreed to be provided by the NDIGI VILLAGE COOP 

Management and as accepted by the Directors or Advisors for such services.  

An agreed consulting payment rate of $82.50 per hour (including GST) is confirmed. The  maximum daily rate payment is set to eight (8) hours being six hundred and sixty dollars  (AUD$660) per day. The consulting payment can be payable in a combination of fiat and  cryptocurrencies including NDIGI tokens and other community currencies as agreed to be  accepted for payment.  

The consulting payment rate is to be reviewed yearly and any increase in payments is to be  approved by a majority of the Board and minuted accordingly. 

Payment for additional services may be incurred when Directors and or Advisors are  required to carry out any specific work activity including but not limited to the preparation  of documents, filing of notices and or fulfilling other reporting with government bodies,  applying for grants, preparing documentation for Board Meetings, reviewing financial  reports, providing advisory services, participating in any investment committee, and  attending meetings with accounting or legal service providers on behalf of the NDIGI  VILLAGE COOP as properly requested and documented by the NDIGI VILLAGE COOP Council  Board of Directors Management.  

v. Other expenses that are reasonably incurred on behalf of the NDIGI VILLAGE COOP are to  be submitted for review and reimbursement.  

Financial Projections

The Financial Projections are attached as Annexure A to this Disclosure Statement. The Financial Projections  have been prepared in consultation with accounting and business advisory experts. The financial projections  include:  

  • A Summary of Key Financial Activities 
  • Financial Statements including Profit and Loss, Balance Sheet, Cashflow Statement
  • End of Year Distribution Forecast Schedule 
  • Table of Budgeted Formation Expenditures 
  • Details of Forecasted Revenues for 2 years 
  • Details of Forecasted Expenditures for 2 years 

Also included in support of the financials is a Schedule outlining some basic details for Proposed Contracts that  are to be entered into for the provisioning of products and services to the NDIGI VILLAGE COOP and its  membership.  

Model Rules

A copy of the Model Rules can be obtained on request by emailing [email protected] or by downloading from  the NDIGI VILLAGE COOP website, www.ndigi.org.  


The NDIGI VILLAGE COOP and its officers do not provide investment advice.  

Members should not view our offers, publications, and announcements as advice. We merely offer members  the opportunity to become members of our NDIGI VILLAGE COOP and partake in our educational activities with  the opportunity to support contributing capital to help the Community develop and deliver further products  and services to the members. The decision is entirely up to the individual or officeholders of any entity that  engages with the NDIGI VILLAGE COOP.  

The NDIGI VILLAGE COOP has projected financials based on best endeavours and is not guaranteeing any future  performance. NDIGI VILLAGE COOP is not a registered investment firm or broker/dealer.  

Members are advised that the material contained herein – and any other publications (now and in future)  including our websites and marketing materials – published by the NDIGI VILLAGE COOP and its associates  should be used solely for informational purposes.

We cannot tender individual financial advice. We urge individuals to always conduct their own research and  due diligence and obtain professional advice before making any financial decisions. 

We will not be liable for any loss or damage caused by a member’s reliance on information obtained in this  document, on our website or any other publications now and in the future. Members are solely responsible for  their own decisions. 

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