NTONARCH Cooperative
Own it together.

Read Full NTONARCH Co-op Bylaws

ARTICLE I — NAME, REGISTERED OFFICE, AND IDENTITY

Section 1.01. Name

• The full registered name of this body is: NTONARCH ACUMEN NETWORK COOPERATIVE SOCIETY.
• The abbreviated trading name shall be: NTONARCH Co-op.

Section 1.02. Registered Office

• The registered office shall be located at the principal place of business of NTONARCH Acumen Network in Nigeria, as notified to the relevant Cooperative Societies Registry.
• Branch offices may be established by Board resolution wherever NTONARCH group entities operate, including internationally.

Section 1.03. Legal Status

• The Cooperative is a body corporate with perpetual succession, capable of suing and being sued in its registered name.
• The Cooperative shall be registered, or seek registration, under the applicable Cooperative Societies Law of the state in which its principal office is situated and, where necessary, with the Federal Co-operative College and the Cooperative Federation of Nigeria (CFN).
• The Cooperative is an independent entity distinct from NTONARCH Acumen Network and its subsidiaries, though it may transact business with them under arm's-length terms approved by the Board.

Section 1.04. Motto and Identity

• The Cooperative's motto is: "Own it together." It serves as the expression of collective ownership central to cooperative identity.
• The Cooperative adopts the colours, seal, and branding approved by the Board, which must be consistent with the ICA cooperative identity guidelines.

ARTICLE II — OBJECTIVES AND POWERS

Section 2.01. Primary Objectives
The Cooperative is formed to:

• Pool member savings for deployment as working capital, trade finance, equipment acquisition, and expansion financing across NTONARCH group divisions.
• Generate equitable returns for members from the productive use of pooled funds within NTONARCH businesses and approved external investments.
• Promote the economic advancement, financial literacy, and well-being of members and their families.
• Provide accessible savings and credit facilities to members on cooperative (non-exploitative) terms.
• Foster a culture of enterprise, innovation, and sustainable development aligned with NTONARCH's mission.
• Support community development through the NTONARCH Foundation and other social responsibility channels.

Section 2.02. Ancillary Powers
In furtherance of its objectives the Cooperative may:

• Accept deposits and savings from members.
• Provide loans, advances, and credit guarantees to members.
• Invest surplus funds in government securities, cooperative banks, and other instruments approved by the Board.
• Acquire, hold, lease, or dispose of movable and immovable property.
• Enter contracts, employ staff, and engage professional advisers.
• Affiliate with national and international cooperative bodies including the ICA and the Cooperative Alliance of Nigeria.
• Do all things incidental or conducive to the attainment of its objectives, consistent with cooperative law.

Section 2.03. Alignment with UN Sustainable Development Goals

The Cooperative commits to operating in alignment with the United Nations Sustainable Development Goals (SDGs), with particular emphasis on SDG 1 (No Poverty), SDG 8 (Decent Work and Economic Growth), SDG 10 (Reduced Inequalities), SDG 11 (Sustainable Cities), SDG 12 (Responsible Consumption and Production), and SDG 13 (Climate Action), consistent with NTONARCH Waste's blockchain-enabled waste-to-resource platform.

ARTICLE III — COOPERATIVE PRINCIPLES (ICA FRAMEWORK)

The Cooperative shall be governed by and shall consistently apply the seven internationally recognised Cooperative Principles as articulated by the International Cooperative Alliance:

ICA Cooperative Principles — Binding Operational Standards

1. Voluntary and Open Membership — Cooperatives are voluntary organisations, open to all persons able to use their services and willing to accept the responsibilities of membership, without gender, social, racial, political, or religious discrimination.
2. Democratic Member Control — Cooperatives are democratic organisations controlled by their members, who actively participate in setting their policies and making decisions. Members have equal voting rights (one member, one vote).
3. Member Economic Participation — Members contribute equitably to and democratically control the capital of their cooperative. At least part of that capital is usually the common property of the cooperative.
4. Autonomy and Independence — Cooperatives are autonomous, self-help organisations controlled by their members. If they enter into agreements with other organisations, they do so on terms that ensure democratic control by members.
5. Education, Training, and Information — Cooperatives provide education and training for members, elected representatives, managers, and employees so they can contribute effectively to the development of their cooperatives.
6. Cooperation among Cooperatives — Cooperatives serve their members most effectively and strengthen the cooperative movement by working together through local, national, regional, and international structures.
7. Concern for Community — Cooperatives work for the sustainable development of their communities through policies approved by their members.

No resolution, regulation, or business decision of the Cooperative shall be valid if it materially contravenes any of the above principles.

ARTICLE IV — MEMBERSHIP

Section 4.01. Eligibility

• Membership is open to: (i) any employee or contractor of the NTONARCH group aged 18 years or above; (ii) external individuals of legal age who satisfy due-diligence requirements; (iii) registered corporate entities that accept the bylaws and complete KYM verification.
• Membership shall not be refused on grounds of gender, religion, ethnicity, national origin, disability, or political affiliation.

Section 4.02. Classes of Membership

The Board shall define and may update membership classes, which shall include at minimum:

• Ordinary Members — employees or contractors of NTONARCH group entities holding a savings account within the Cooperative.
• Associate Members — external individuals approved by the Membership Committee subject to enhanced due diligence.
• Institutional Members — corporate bodies or cooperative organisations admitted by Board resolution.
• Honorary Members — persons elected by the General Assembly for distinguished service; non-voting and not entitled to financial returns.

Section 4.03. Application and Admission

• An applicant shall complete the registration form prescribed by the Secretariat, furnish valid government-issued identification, and pay the applicable non-refundable membership registration fee as follows: Individual Membership (Ordinary and Associate) — NGN 1,500 (One Thousand Five Hundred Naira); Corporate / Institutional Membership — NGN 5,000 (Five Thousand Naira). These fees are strictly non-refundable under any circumstances, including rejection of application, voluntary withdrawal, or expulsion.
• Upon payment of the registration fee and verification of the application, an individual or corporate/institutional member dashboard shall be activated. The dashboard will display all daily, weekly, monthly, or yearly savings activity and, where savings are placed for investment, will also show profits earned.
• The Membership Committee shall review all applications; approval or rejection shall be communicated within 30 days of a complete application.
• A rejected applicant may appeal to the Board within 21 days; the Board's decision is final.

Section 4.04. Rights of Members
Every member in good standing shall have the right to:

• One vote on each matter submitted to the General Assembly.
• Receive a copy of these Bylaws, audited annual accounts, and General Assembly minutes.
• Inspect the Register of Members (subject to privacy rules).
• Stand for election to cooperative offices (subject to eligibility criteria).
• Receive patronage returns, dividends, and interest as declared.
• Refer disputes to the Dispute Resolution Committee or competent court.

Section 4.05. Obligations of Members
Every member shall:

• Make regular savings contributions as agreed at admission or thereafter amended.
• Attend General Assembly meetings or appoint a proxy in writing.
• Uphold the cooperative values and principles in all dealings with the Cooperative.
• Disclose any conflict of interest arising in the member's dealings with the Cooperative.
• Comply with these Bylaws and all duly enacted Regulations.

Section 4.06. Withdrawal

• A member wishing to withdraw shall give not less than 90 days' written notice to the Secretariat.
• All outstanding loans, levies, or liabilities must be settled before withdrawal is effective.
• Upon effective withdrawal the Cooperative shall repay savings and allocated surplus, less any lawful deductions, within the period prescribed by the Board and permitted by the Cooperative Societies Act.

Section 4.07. Expulsion

• A member may be expelled by a two-thirds majority of the General Assembly for: material breach of these Bylaws; fraud, dishonesty, or misconduct causing harm to the Cooperative; or persistent non-compliance with savings obligations.
• The member concerned shall receive 21 days' notice and an opportunity to be heard before any expulsion vote.
• An expelled member retains the right to recover savings and declared surplus net of liabilities, but forfeits honorary entitlements.

ARTICLE V — SHARE CAPITAL AND SAVINGS

Section 5.01. Share Capital

• The authorised share capital of the Cooperative shall be as prescribed in the Schedule of Fees and Shares, subject to increase by General Assembly resolution.
• Each member shall subscribe for at least one (1) share at admission. Shares are non-transferable except to other members with Board approval.

Section 5.02. Savings Contributions — Frequency and Minimum

• Members shall make regular savings contributions to the Cooperative Pool. The minimum saving amount is NGN 1,500 (One Thousand Five Hundred Naira) per chosen cycle. Members may save any amount above this minimum at their discretion.
• Each member shall elect one of the following savings frequencies at the time of registration or by written notice to the Secretariat: Daily savings — a minimum of NGN 1,500 credited each business day; Weekly savings — a minimum of NGN 1,500 credited once per calendar week; or Monthly savings — a minimum of NGN 1,500 credited once per calendar month.
• A member may change their savings frequency once per calendar quarter by giving 14 days' written notice to the Secretariat. The new frequency takes effect at the start of the following contribution cycle.
• Savings shall be recorded in the member's individual ledger maintained by the Secretariat or approved software platform, showing each deposit, the applicable cycle, and cumulative balance.

Section 5.03. Savings Maturity Periods and Collection of Returns

• At the time of registration, or at any time thereafter by written election, each member shall select a savings maturity period — being the agreed term at the end of which the member is entitled to collect their saved principal together with any declared returns. The available maturity periods are: 3 Months (Short-Term) — principal and declared returns are accessible 90 days from the commencement date of the savings cycle elected; 6 Months (Medium-Term) — principal and declared returns are accessible 180 days from the commencement date; 12 Months / 1 Year (Annual) — principal and declared returns are accessible 365 days from the commencement date; or Fixed 1-Year Term (Locked) — a dedicated fixed-term savings product in which the principal is locked and may not be withdrawn or partially accessed for the full 12-month term; this product may attract a higher declared return rate as approved by the Board.
• A member wishing to withdraw savings before the elected maturity date (early withdrawal) must give 30 days' written notice and shall be subject to an early-withdrawal adjustment as prescribed in the Tariff Schedule, which may include forfeiture of part or all of the return declared for the relevant period.
• Early withdrawal from the Fixed 1-Year Term (Locked) product is not permitted except in cases of certified medical emergency, death, or other exceptional circumstances approved by the Board on a case-by-case basis.
• At maturity, the Cooperative shall credit the member's ledger with principal and declared returns within 14 business days. The member may elect to roll over the balance into a new savings cycle of the same or different maturity period.

Section 5.04. Pooling and Deployment

• Pooled funds shall be deployed only pursuant to a Board-approved Annual Business Plan and risk limits. Deployment categories include, but are not limited to: operational working capital for NTONARCH divisions (Media, Market, Engineering, Events, Computer, Farms, Properties, Waste); equipment and infrastructure finance; trade credit and inventory finance; and Board-approved external investments.
• No single deployment to any NTONARCH entity shall exceed the concentration limit set by the Board without General Assembly approval.

Section 5.05. Interest and Surplus Allocation

• At year-end the Board shall, after setting aside reserves required by law and these Bylaws, declare a rate of return on member savings. This rate reflects actual net surplus generated from deployed funds, is not guaranteed in advance, and may be zero in a loss year.
• Returns shall be allocated to members' ledgers in proportion to the product of qualifying balance and days of deployment.
• Any year-end surplus not distributed shall be retained as undivided reserve or a statutory reserve as required by the Cooperative Societies Act.

Section 5.06. Withdrawals from Savings

• Ordinary withdrawals from savings (not total withdrawal) are permitted subject to: a minimum notice period of 30 days; retention of the minimum balance prescribed for the member's class; and aggregate withdrawal caps set by the Board to protect cooperative liquidity.
• The Board may suspend or delay withdrawals temporarily in circumstances of systemic stress, provided it notifies all affected members within 48 hours and convenes an emergency meeting within 30 days.

ARTICLE VI — GOVERNANCE — GENERAL ASSEMBLY

Section 6.01. Supreme Authority
The General Assembly is the supreme governing body of the Cooperative. All Board and committee authority derives from mandates granted by the General Assembly through these Bylaws or by specific resolution.

Section 6.02. Annual General Meeting (AGM)

• The AGM shall be held within six months after the close of each financial year.
• The AGM shall: receive and adopt audited financial statements; declare surplus distributions; elect or re-elect Board directors and committee members; appoint external auditors; and transact any other business of which due notice has been given.

Section 6.03. Extraordinary General Meeting (EGM)

• An EGM may be convened by: the Board at any time; a written requisition by not less than one-fifth of members in good standing; or order of a competent court.
• An EGM requisition must state the objects of the meeting; the Board shall convene within 45 days of receiving a valid requisition.

Section 6.04. Notice

• Notice of any General Assembly meeting shall be given in writing (including electronic means) at least 21 days before the meeting date.
• Notice shall state the date, time, venue (physical and/or virtual), and full agenda. Resolutions requiring special majority must be specified.

Section 6.05. Quorum
The quorum for any General Assembly shall be the greater of: (i) 30 members, or (ii) 20% of total paid-up members, whichever is lower, provided the minimum is not fewer than 15 members.

Section 6.06. Voting

• Each member present in person or by written proxy has one vote. Proxy voting is limited to one proxy per member per meeting. Institutional members vote through a designated representative.
• Ordinary resolutions are passed by simple majority. Special resolutions (bylaw amendments, amalgamation, dissolution) require a two-thirds majority of members present and voting.
• Electronic and hybrid meeting formats are permitted provided the platform allows real-time participation, secure identity verification, and a verifiable vote record.

ARTICLE VII — GOVERNANCE — BOARD OF DIRECTORS

Section 7.01. Composition

• The Board shall consist of not fewer than five (5) and not more than eleven (11) directors, of whom: at least three-fifths shall be elected by the General Assembly from among ordinary members; and up to two-fifths may include independent non-executive directors appointed by the Board for their expertise.
• The Board shall at all times maintain gender balance to the maximum extent practicable, with no gender holding fewer than one-third of elected seats.

Section 7.02. Officers of the Board
The Board shall elect from among its elected members:

• President (Chairperson) — convenes and chairs Board meetings and General Assemblies.
• Vice-President — acts in the absence of the President.
• Secretary-General (or Board Secretary) — maintains minutes and official records.
• Treasurer — oversees financial reporting and presents accounts to the Board.

Section 7.03. Term of Office

• Elected directors serve two-year terms and are eligible for re-election for a maximum of three consecutive terms.
• Independent directors serve one-year terms renewable by Board resolution, not exceeding four years in aggregate.

Section 7.04. Powers and Duties
The Board shall:

• Set strategic direction and approve the Annual Business Plan and budget.
• Approve deployment of pooled funds above the threshold set in the Delegation of Authority matrix.
• Appoint and supervise the General Manager and senior staff.
• Approve interest rates, savings classes, and tariff schedules.
• Ensure compliance with the Cooperative Societies Act, these Bylaws, and applicable international standards.
• Present audited accounts and a governance report to each AGM.

Section 7.05. Conflict of Interest

• A director with a direct or indirect financial interest in any matter before the Board shall disclose that interest at the start of the meeting, shall not vote on the matter, and shall withdraw from deliberations unless the Board resolves that the director's presence is necessary for information only.
• All disclosures and abstentions shall be minuted.

ARTICLE VIII — AUDIT, SUPERVISORY, AND CREDIT COMMITTEES

Section 8.01. Supervisory/Audit Committee

• The General Assembly shall elect a Supervisory/Audit Committee of three (3) members who are not directors or employees of the Cooperative.
• The Committee shall: conduct or commission independent internal audits at least quarterly; verify that the Board acts within its mandate; report directly to the General Assembly; and provide a formal audit opinion in the annual accounts.

Section 8.02. Credit and Investment Committee

• The Board shall appoint a Credit and Investment Committee of at least three (3) members, at least one of whom shall have relevant financial or sector experience.
• The Committee reviews all proposals for deployment of pooled funds, assesses risk and return, documents its rationale, and recommends approval or rejection to the Board.
• The Committee shall maintain a Risk Register updated at each meeting.

Section 8.03. Dispute Resolution Committee

• A Dispute Resolution Committee of three (3) members, elected by the General Assembly, shall hear and decide disputes between members, or between a member and the Cooperative, within 45 days of referral.
• Decisions of the Dispute Resolution Committee are binding subject to appeal to a court of competent jurisdiction.

Section 8.04. External Audit
The Cooperative shall appoint a registered external auditor at each AGM. The auditor shall audit the annual accounts, issue an opinion, and present findings to the AGM. The same firm shall not serve for more than five (5) consecutive years.

ARTICLE IX — FINANCIAL MANAGEMENT AND REPORTING

Section 9.01. Financial Year
The financial year of the Cooperative shall run from 1 January to 31 December each year, unless changed by the General Assembly.

Section 9.02. Accounts and Records
The Cooperative shall maintain at its registered office proper books of account, including: a Register of Members; individual member savings ledgers; cash books and bank reconciliations; minutes books for all governance bodies; and loan or deployment registers.

Section 9.03. Reserves

• Statutory Reserve: not less than 20% of net annual surplus shall be transferred to a Statutory Reserve Fund until the Fund equals 100% of share capital.
• Education Fund: not less than 2.5% of net annual surplus shall be set aside for member education, training, and cooperative awareness programmes, consistent with ICA Principle 5.
• Community Development Fund: not less than 2.5% of net annual surplus shall be allocated for community projects through the NTONARCH Foundation or equivalent channel, consistent with ICA Principle 7.
• Liquidity Reserve: the Board may establish a Liquidity Reserve of not less than 10% of total member savings outstanding to ensure withdrawal obligations can be met.

Section 9.04. Transparency and Member Reporting
The Cooperative shall provide every member, at least annually: audited financial statements; a statement of the member's individual ledger including principal, interest accrued, and surplus allocated; a summary of how pooled funds were deployed; and minutes of the most recent AGM.

Section 9.05. Anti-Money Laundering and KYM

• The Cooperative shall comply with Nigeria's Money Laundering (Prohibition) Act, the Central Bank of Nigeria's AML/CFT guidelines, and applicable FATF Recommendations.
• Know Your Member (KYM) checks shall be conducted at admission and periodically. Members with balances above the threshold prescribed by the Board shall undergo enhanced due diligence including source-of-funds verification.
• Suspicious transactions shall be reported to the Nigerian Financial Intelligence Unit (NFIU) or equivalent authority.

ARTICLE X — POLICIES — ANTI-FRAUD, DATA PROTECTION, AND CONDUCT

Section 10.01. Anti-Fraud and Integrity Policy

• Zero tolerance: the Cooperative will investigate and where warranted report to law enforcement any act of fraud, forgery, misappropriation, or material misrepresentation involving the Cooperative's assets or records.
• Any member, officer, or staff who discovers or suspects fraud shall report it to the Dispute Resolution Committee or external auditor; the Cooperative shall not penalise a good-faith reporter (whistle-blower protection).

Section 10.02. Data Protection

• Personal data collected for membership, savings, and governance purposes shall be processed only for those legitimate cooperative purposes and shall not be sold or shared with third parties without member consent, except as required by law.
• The Cooperative shall comply with Nigeria's Data Protection Act 2023, the Nigeria Data Protection Regulation (NDPR) 2019, and where applicable the EU General Data Protection Regulation (GDPR) and similar laws for members resident outside Nigeria.
• Members have the right to access, correct, and request deletion of their personal data, subject to the Cooperative's legitimate record-keeping obligations.

Section 10.03. Code of Conduct
All members, directors, committee members, and staff shall: act in good faith toward the Cooperative and fellow members; avoid situations creating undisclosed conflicts of interest; treat all members with dignity and respect regardless of background; and report any breach of this Code to the Secretariat or Supervisory Committee.

ARTICLE XI — INTERNATIONAL COOPERATIVE LAW ALIGNMENT

Section 11.01. ICA Statement on the Cooperative Identity
The Cooperative formally adopts and shall publicly affirm its alignment with the ICA Statement on the Cooperative Identity (adopted Manchester 1995, reviewed 2023), including the cooperative values and all seven principles set out in Article III of these Bylaws.

Section 11.02. ILO Recommendation 193 (2002)
In employment and labour matters, the Cooperative shall be guided by ILO Recommendation No. 193 on the Promotion of Cooperatives, which calls for: a supportive legal framework; promotion of cooperative enterprise; access to finance and markets; and training and capacity building for cooperative members and leaders.

Section 11.03. UN Guidelines on Consumer Protection
Where the Cooperative provides credit or financial services to individual members as consumers, it shall apply principles consistent with the United Nations Guidelines for Consumer Protection (2015 revision), including transparency of pricing, fair contract terms, and accessible redress mechanisms.

Section 11.04. OECD Principles on Corporate Governance
The Board shall ensure the Cooperative's governance structure and practices are consistent with the OECD Principles of Corporate Governance (G20/OECD 2023 revision), including: effective supervision by the governing body; disclosure and transparency; and the rights and equitable treatment of members (analogous to shareholders).

Section 11.05. African Union Agenda 2063
In its community and development activities, the Cooperative shall be guided by the principles of the African Union Agenda 2063 — 'The Africa We Want' — promoting inclusive growth, sustainable development, and continental integration.

Section 11.06. ECOWAS Framework
Where the Cooperative admits members or conducts transactions involving other ECOWAS member states, it shall comply with applicable ECOWAS community rules on cross-border financial transactions and cooperative enterprise development.

Section 11.07. Cross-Border Member Rules
Members residing or banking outside Nigeria shall provide documentation required by both Nigerian and their jurisdiction's cooperative or financial laws. The Secretariat shall advise on eligibility and documentation requirements. Nothing in these Bylaws shall be construed as an offer or invitation to persons where such membership or financial participation would be unlawful.

ARTICLE XII — DISSOLUTION AND AMALGAMATION

Section 12.01. Voluntary Dissolution

• The Cooperative may be dissolved voluntarily by special resolution of the General Assembly passed by a two-thirds majority of all members in good standing (not merely those present), and confirmed at a second General Assembly held not less than 30 days later.
• Upon dissolution, all debts and liabilities shall be settled. The remaining assets shall be distributed: first, repaying member savings and declared returns; second, residual assets to be donated to cooperative or community purposes as the final General Assembly shall determine, consistent with ICA non-distribution principles.

Section 12.02. Amalgamation and Transfer
The Cooperative may amalgamate with, or transfer its engagements to, another cooperative by special resolution, subject to prior approval of the relevant Cooperative Societies Registrar.

Section 12.03. Regulatory Dissolution
The Cooperative acknowledges the power of the Registrar of Cooperative Societies to order dissolution for persistent non-compliance with the Cooperative Societies Act or these Bylaws, and shall cooperate with any official winding-up proceedings.

ARTICLE XIII — AMENDMENTS TO BYLAWS

Section 13.01. Process

• Any member or the Board may propose a bylaw amendment by submitting a written proposal to the Secretariat at least 42 days before the General Assembly at which it is to be considered.
• The Secretariat shall circulate the proposed amendment to all members not less than 21 days before the meeting.
• Amendments require a two-thirds majority of members present and voting at a quorate General Assembly.
• Amendments shall come into effect upon registration by the Cooperative Societies Registrar or, if no registration is required by law, immediately upon adoption.

Section 13.02. Limits on Amendment
No amendment may: reduce members' right to one vote per member; remove the obligation to distribute surplus equitably; abolish the independent audit function; or fundamentally deviate from the seven ICA cooperative principles without such deviation being disclosed to and approved by members in a separate, specifically convened EGM.

ARTICLE XIV — GENERAL AND TRANSITIONAL PROVISIONS

Section 14.01. Governing Law
These Bylaws are governed by the laws of the Federal Republic of Nigeria. In matters of cooperative principle and practice not covered by Nigerian law, international cooperative standards (including ICA, ILO, and UN guidelines cited in Article XI) shall serve as interpretive guides.

Section 14.02. Severability
If any provision of these Bylaws is found by a competent authority to be invalid or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force.

Section 14.03. Languages
These Bylaws are issued in English. In the event of a conflict between any translation and the English text, the English text shall prevail.

Section 14.04. Inaugural Officers
Until the first General Assembly elects the Board and committees, the founders of the Cooperative shall constitute an Interim Committee with the limited mandate of convening the inaugural AGM and completing registration. The Interim Committee shall not commit the Cooperative to any liability in excess of operational expenses.

Section 14.05. Transitional Savings
Savings and contributions made by NTONARCH group employees prior to formal registration of these Bylaws shall be credited to member ledgers upon validation of records by the Inaugural Auditor, and members shall be deemed to have agreed to these Bylaws from the date of registration.

Section 14.06. Precedence
In the event of conflict between these Bylaws and any internal regulation, board resolution, or company policy of NTONARCH Acumen Network (as a separate commercial entity), these Bylaws shall prevail in all matters relating to the governance and member rights of the Cooperative. The commercial relationship between the Cooperative and NTONARCH group entities shall be governed by separate, Board-approved commercial agreements.

CERTIFICATION

We, the undersigned, being duly authorised representatives of the founding members of the NTONARCH Acumen Network Cooperative Society, hereby certify that these Bylaws were adopted at the Inaugural General Assembly of the Cooperative and that they accurately reflect the will of the founding members.

Registration Stamp / Official Seal

SCHEDULES

Schedule A — Membership Registration Fees, Classes, and Savings

Savings Maturity Periods — Member Election Options

Members must elect one of the following maturity periods at registration (changeable with notice):

• 3 Months (Short-Term) — principal + declared returns accessible after 90 days
• 6 Months (Medium-Term) — principal + declared returns accessible after 180 days
• 12 Months / 1 Year (Annual) — principal + declared returns accessible after 365 days
• Fixed 1-Year Term (Locked) — principal locked for full 12 months; may attract higher return rate

Savings frequency options: Daily | Weekly | Monthly (minimum NGN 1,500 per chosen cycle, no upper limit)
Registration fee: NGN 1,500 (individuals) | NGN 5,000 (corporate) — strictly non-refundable in all cases

Schedule B — Governance Calendar

Schedule C — Applicable Laws and International Standards

Nigerian Law

• Cooperative Societies Act (Federal) and state Cooperative Societies Laws (applicable state)
• Companies and Allied Matters Act (CAMA) 2020 — for corporate governance reference
• Money Laundering (Prevention and Prohibition) Act 2022
• Central Bank of Nigeria AML/CFT Regulations
• Nigeria Data Protection Act 2023 and NDPR 2019
• Investment and Securities Act — for any securities-like instruments
• Federal Competition and Consumer Protection Act 2018

International Standards and Guidelines

• ICA Statement on the Cooperative Identity (Manchester 1995, reviewed 2023)
• ILO Recommendation No. 193 on the Promotion of Cooperatives (2002)
• UN Guidelines for Consumer Protection (2015 revision)
• OECD Principles of Corporate Governance (G20/OECD 2023 revision)
• FATF Recommendations (Anti-Money Laundering / Counter-Terrorism Financing)
• UN Sustainable Development Goals (SDGs 2030 Agenda)
• African Union Agenda 2063
• ECOWAS Community Framework on Financial Services (where applicable)
• EU General Data Protection Regulation (GDPR) — for members in EU jurisdiction

— END OF BYLAWS —

NTONARCH Acumen Network Cooperative Society
"Creating Hope Through Words and Actions"