HeyNaija Community Governance Charter

HeyNaija is a place for useful, locally grounded conversation between Nigerians at home and abroad: fast on any phone, fairly moderated, and built so that the people who use it can eventually help decide how it is run.

This charter keeps today’s service promises and describes the proposed community governance framework. Future offices and rights below remain proposals until lawfully adopted. The separate CAC-facing nonprofit constitution would be the association’s legal constitution once adopted and registered. Applicable law and that registered constitution prevail; the charter and supporting policies cannot amend them. Any inconsistency must be disclosed and corrected.

Incorporated Trustees under Part F of CAMA 2020 is the proposed registration structure. HeyNaija is founder-operated today; incorporation, representative elections, elected trustee governance and asset control are separate milestones. No binding election or NIN verification is live. Current account and privacy rules remain in the rules and privacy policy. Qualified Nigerian nonprofit counsel must review the whole framework before legal adoption or filing.

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HeyNaija is founder-operated, with no incorporation or legal community ownership claimed. Today it is run, paid for and decided by its provisional custodians: [names and roles]. They are accountable for keeping the promises above.

It is funded by [how HeyNaija is funded today]. No money is being collected from members.

The draft constitution asks for the custodians’ names and roles, and the legal operator, to be published before a broad public launch (Article 13). They are not published yet.

These are the seven phases the draft constitution proposes (Article 13). Where each one stands is shown on the governance page, and each will be announced there when it is done. Legal asset control has not transferred. Platform ballots need the legal, membership, security and readiness gates; an election by itself never completes the asset transfer.

Proposed arrangement: HeyNaija will initially be incorporated with three founding trustees who serve a fixed three-year term. When the community governance system becomes operational, members will elect two community representatives to join them on the Community Council. The founding trustees will complete their initial terms, after which all three trustee positions will be opened for community elections. Founders may contest these elections but receive no permanent privileges.

1. Founding Association. Drafts are published. Consultation, Nigerian legal review, formal association formation, appointment of three founding trustees and the Chairperson and Secretary, founding resolutions and operator disclosures remain outstanding.
2. CAC Incorporation. Obtain name approval and register Incorporated Trustees under Part F of CAMA with three founding trustees. Record the incorporation date and the start and expiry of their initial three-year terms. Incorporation is not claimed today.
3. Legal Membership. Establish a formal admission register and appeals; offer every eligible legal member equal access to voluntary platform voting. Prepare lawful identity and age checks. An account, verification or opt-in alone is not legal admission.
4. Community Governance Activation. After readiness checks, elect two community representatives for one-year terms to join the three trustees on the five-member Council. The founding trustees complete their initial terms; activation does not trigger their re-election.
5. First Trustee Election. At the founding three-year term expiry, elect all three trustee positions together, then ordinarily every three years. Founders may contest equally. Prepare 180 days before expiry and publish the timetable by 90 days before expiry. Required association resolutions and CAC procedures remain necessary.
6. Legal Asset Transfer. Execute and verify vesting of domains, marks, branding, IP, infrastructure accounts, funds and essential assets in the nonprofit, respecting licences and contracts. Remove unilateral founder control and disclose dependencies.
7. Community-Controlled Organisation. Publish a final transition report and independent evidence of legally effective elected trustee governance and asset control, including remaining limitations. An online election alone does not complete the transition.

Prepare the first trustee election 180 days before term expiry and publish its timetable by 90 days before expiry. If online governance is delayed, use lawful formal member procedures reviewed by counsel. Any caretaker authority needs an express legal basis and prior member resolution, lasts at most 90 days and cannot be renewed under the fallback clause. There is no indefinite founder holdover.

A public treasury opens once money flows, with reports at least every quarter.

Platform users have accounts; legal members are formally admitted to the association; active voting members are eligible legal members who voluntarily activate platform ballots. Every eligible legal member has equal access to activation and one equal-weight ballot. Online opt-out does not terminate legal membership or lawful formal meeting rights. No donation, founder status or subscription buys more power.

Voting remains 18+ with verified age and identity. NIN is initially preferred; legally acceptable future alternatives need equivalent safeguards. Identity, legal admission, online activation and optional badges remain separate. No NIN or sensitive identity data may be exposed publicly.

The full Council is three registered trustees on a common three-year cycle and two community representatives elected annually. Representatives oversee community interests and accountability without automatically becoming trustees. Quorum is two for the initial trustee body and three for the full Council; routine decisions use a majority of non-conflicted members present, with ties failing. The retained limit is two consecutive full terms per role followed by a one-term break; the founding term counts.

Preserve published nominations, equal candidate access, secret auditable ballots, independent oversight, published results, impartial dispute resolution and fair recall. A 10% petition can initiate recall without founder permission; formal legal-member meeting rights provide a separate route. Notice, a fair hearing, lawful trustee resolutions and applicable CAC procedures remain required. Individual moderation cases stay outside public votes, with independent appeals and privacy safeguards.

Keep the existing proposed electorate, turnout, consultation and notice safeguards in Article 8. Supporting election and membership policies depend on recognition in the registered constitution wherever necessary to give them legal effect.

The nonprofit shall have no private shareholders or profit distributions. Income and property serve its objects; donors, political parties and private commercial interests acquire no exclusive control. Lawful grants, donations, voluntary contributions, permitted subscriptions, revenue and sponsorships need transparent conditions, budgets, accounts and independent audits.

Propose at least three bank signatories with any two independent approvals, subject to trustee approval, the constitution and bank requirements. No individual may withdraw organisational funds or control essential assets alone. Founder compensation for real work requires legal clearance, disinterested approval and conflict disclosure. CAMA section 838 restricts paid offices and benefits for Council members, including trustees and representatives; recusal does not itself make an unlawful payment lawful.

Domains, branding, IP, infrastructure and funds must be vested through lawful instruments and access changes, respecting licences and contracts. On dissolution, debts are settled and residual assets pass only to legally eligible compatible institutions or the lawful charitable destination, never founders or members. The legal constitution and Nigerian legal review govern these actions.

Until members can lawfully govern HeyNaija, the custodians may change this charter, but only by announcing the change on the governance page at least [notice period] before it takes effect, saying what changed and why. The draft constitution proposes 14 days (Article 14), except for urgent legal or security corrections; that is not yet adopted.

• v0.2, 16 October 2026: First version published on HeyNaija, for public consultation.
• v0.3, 19 October 2026: Proposes Incorporated Trustees; separates legal membership from voluntary voting; appoints three founding trustees for initial three-year terms with no immediate re-election at activation; opens all three trustee seats together at founding-term expiry and every three years thereafter, without staggering; adds two annual representative seats, legal succession and compensation controls, and separate incorporation, representation, elected-trustee and asset-transfer milestones. All subject to Nigerian legal review.
• v0.3.1, 28 October 2026: Restates the feed commitment in Article 1: Latest and Following stay in time order, and any ranked feed, such as Discover, follows rules published on the site. Nothing else changes.
• v0.3.2, 29 October 2026: Article 12 now records that the source code is public at github.com/HeyNaija/heynaija; the review of code ownership and third-party rights is still to be done. Nothing else changes.