HeyNaija nonprofit constitution

1. HeyNaija shall be an independent, nonprofit, community-governed platform serving Nigerians. Today it is a founder-operated project: incorporation, elected representation, elected trustee governance and legal control of essential assets are separate milestones, none claimed complete by this draft.
2. HeyNaija proposes incorporation in Nigeria as Incorporated Trustees under Part F of CAMA 2020. Three founders would be its initial registered trustees for a fixed three-year term. When governance becomes operational, members would elect two community representatives for one-year terms. Activation does not put the founding trustee seats up for immediate re-election. All three trustee positions open to community election at the expiry of the founding term; founders may contest on equal terms.
3. This is the proposed CAC legal constitution, separate from the Community Governance Charter and operational policies. It is not adopted, filed or legally operative. Every provision requires qualified Nigerian nonprofit legal review before adoption or registration; review dependencies are collected in Annex B. Law and the lawfully registered constitution prevail over a conflicting community policy. Conflicts must be disclosed and corrected publicly.

1. Proposed association name: HeyNaija; proposed corporate name: Incorporated Trustees of HeyNaija, subject to CAC name approval. Registered office: [Nigerian address to be adopted]. The founding association shall document its lawful formation and authorise the incorporation application.
2. The association exists for social, educational, cultural and development purposes: useful, inclusive conversation among Nigerians at home and abroad and other legitimate participants; digital literacy; accessible community infrastructure; fair moderation; and accountable community governance. Counsel must settle the objects and CAC classification before filing.
3. The association shall be independent of political parties and private commercial interests, have no private shareholders, and apply income and property solely toward its nonprofit objectives. Founders, trustees, members and donors acquire no proprietary share or entitlement to distributions of profits, dividends or surplus assets.
4. No founder has a permanent, hereditary or lifetime office, special voting weight, veto, preferred nomination or guaranteed renewal. No donor, sponsor or private organisation may buy voting power or exclusive control. Essential assets shall be protected against improper private appropriation.
5. Preserve the current charter commitments: time-ordered Latest and Following feeds and published rules for any ranked feed, no advertising or data sales during the pilot, published moderation rules and appeals, data export, accessibility on low-cost phones and open-source development under the existing AGPL licence. Material changes require explicit disclosure and the applicable lawful approval process.

1. Platform users maintain accounts under the Terms, Community Rules, age policy and applicable law. A platform account, community subscription, identity check or public badge does not admit a person to the legal association.
2. Legal members are people formally admitted to the association under this constitution and entered in its membership register. The initial proposed admission criteria are adulthood, acceptance of the objects and constitution, and lawful identity assurance under published, consistently applied rules. Admission is voluntary and initially free of compulsory membership fees. The Secretary records applications, admission dates, decisions and reasons; applicants receive a decision within 30 days and may appeal to an independent panel within 14 days. Founding members must be recorded by the founding association resolution.
3. Active voting members are eligible legal members who voluntarily activate participation in platform governance ballots, accept the applicable documents, have a verified adult age and identity, satisfy published deadlines, and are not subject to a proportionate, appealable governance restriction. Every eligible legal member has equal access to activation; there is no permanently privileged voting class.
4. Identity-verified users have completed an authorised check. Verification may expire or be withdrawn or revoked; it does not establish citizenship, trustworthiness, post accuracy or membership. Identity status, legal admission, online opt-in, ballot eligibility and public badges are separate states.
5. Legal members may activate or deactivate platform voting subject to reasonable published election deadlines. Deactivation, an expired check, hiding a badge, platform account closure or leaving the social platform does not itself terminate legal membership or remove lawful rights at formal association meetings. Legal resignation requires a separate express notice to the Secretary. Any legal suspension or expulsion requires written grounds, notice, an opportunity to respond and independent appeal under a counsel-approved procedure.
6. The Community Council ultimately comprises three registered trustees and two community representatives. Representatives are not automatically trustees. The current legal operator and founding custodians must be named publicly before broad launch; personal identity evidence must remain private.

1. The current invite-only beta is 18+ with a server-enforced age declaration. A declaration is sufficient only for the present beta account policy, never for a governance vote. Unknown age never counts as adult.
2. Ordinary social activity does not require NIN verification or legal membership. Minimise age data; prefer an internal age band or over-18 assurance over collecting or displaying dates of birth. Any additional collection needs a documented purpose, lawful basis, safeguards and retention schedule.
3. Under-18 accounts remain disabled until separately approved age assurance, parental or guardian consent where required, safeguarding, privacy assessment, reporting, content restriction and contact controls are built and tested. Adult-only content must stay inaccessible to under-18s and unknown ages when such labels exist. Unlawful material remains prohibited for everyone.
4. Publish mistaken-age and appeal procedures without requesting public identity documents. A separate youth rollout decision must not weaken the 18+ voting requirement.

1. NIN is the initially preferred identity and age verification method for platform voting, through a properly authorised provider or approved NINAuth integration. Additional legally acceptable methods may be approved in future under a published, independently reviewed policy with equivalent adult-age and one-person-one-vote safeguards; this constitution permits that development. Any change to constitutional eligibility itself requires Article 14 amendment.
2. NIN verification remains optional for ordinary accounts. Production verification stays disabled until provider access, pricing, scopes, data-sharing terms, lawful basis, privacy assessment, retention rules and independent security review are approved. No sample payload proves production capability and no false verification success may be shown.
3. Prefer consent-based NINAuth QR, share-code or authorised sign-in. HeyNaija shall not solicit or expose raw NIN, slips, ID photographs or birth dates without a separately approved essential-purpose design. Public profiles, APIs, analytics, logs, support tickets and crash reports must never reveal sensitive identity information, tokens or private voting identifiers.
4. Retain only necessary provider, status, verification and expiry dates, permitted age assurance and a provider-approved stable pseudonymous person key in restricted storage with encryption and strict access. Confirm that a stable identifier and age claim actually exist. A keyed derivation remains personal data. Never use raw NIN or an unsalted hash as a membership identifier.
5. Enforce one person, one active voting membership across account changes; refuse platform voting when uniqueness cannot be established. Keep identity and eligibility separate from ballot choices. Provide correction, revocation, account-transfer and independent appeal processes, with a reviewed retention and incident-response policy.
6. A public green tick is optional, revocable and labelled accessibly as NIN identity verified. It requires a reviewed current check, is hidden while verification is disabled, and can be hidden without losing private eligibility. It is not a citizenship or endorsement badge. NIN is issued to citizens and legal residents; publish diaspora access considerations and fair alternatives as they become legally and technically approved.

1. Each eligible active voting member has one equal-weight ballot per platform decision, rights to propose changes, nominate and stand subject to impartial published criteria, inspect non-confidential governance records, request explanations, challenge errors and complain without retaliation. Nobody may buy greater voting power through contributions, subscriptions, donations, tokens, job titles or follower counts.
2. Each eligible legal member retains equal lawful rights to notice, attendance, participation and voting at formal association meetings regardless of online opt-in. Platform ballot thresholds and the minimum online electorate do not extinguish those rights or substitute for legally required resolutions.
3. Do not sell votes, coerce voters, impersonate people, create duplicate active voting memberships or misuse private verification data. Sanctions require documented reasons, proportionate scope, an opportunity to respond and independent appeal. Disagreement with founders or criticism of the operator is never grounds to remove voting rights.
4. Online participation is voluntary and initially free of mandatory membership fees. Publish changes to contributions for consultation and legal review; inability or unwillingness to donate never changes voting weight.
5. Platform ballot eligibility freezes 14 days before opening. Legal admission, verification and online activation must precede that cutoff; accounts must be at least 30 days old at opening. Deactivation must not be treated as casting a ballot and a cast secret ballot cannot be traced back to withdraw it. A one-time founding procedural exception requires advance public and legal review under Article 8, never an ad hoc change after voting begins.

1. Members reserve elections and recalls; constitutional and mission changes; sale or permanent transfer of core assets; dissolution; changes in member control; and other matters reserved by law. Online ballots express community decisions within delegated authority; formal association resolutions and legal approvals remain separately necessary where applicable.
2. The Council oversees budgets, reporting, operating leads, roadmap priorities, policy process, conflicts, safeguarding, risks, independent audit and the transition. Trustees discharge their legal responsibilities under CAMA and this constitution within lawful association and Council directions. Representatives deliberate and vote on delegated Council business but cannot acquire statutory trustee powers merely through election.
3. Operations manages releases, architecture, security, reliability and routine staffing and vendors within approved budgets. Moderators decide individual reports and sanctions under published rules with independent appeals where possible. No public vote may determine a person’s ban, post removal, private account record or identity status. Emergency operators may protect safety, privacy and service immediately, record reasons and obtain independent or Council review within seven days where safe and lawful.
4. The founding association shall appoint a Chairperson and Secretary and record their powers and acceptance. After incorporation, the initial trustees shall designate these officers; the full Council shall elect or confirm them annually when constituted. They carry no extra Council seats, casting vote or founder veto. Additional interim officers may assist under recorded delegation without extra Council votes. The Secretary keeps membership, term, resolution and filing records; the Chairperson convenes meetings. Changes must follow applicable CAC procedures.
5. Hold a formal annual general meeting each year and extraordinary meetings when needed. Give all eligible legal members at least 21 days’ notice with agenda, proposed resolutions, access arrangements and nomination information. A petition of 10% of eligible legal members may require an extraordinary meeting; the Secretary must issue notice within 14 days and convene it within 45 days. If officers fail, petitioners may use an independent convenor under the registered constitution without founder permission, subject to counsel confirming the procedure.
6. Proposed ordinary general-meeting quorum is the lesser of the entire eligible legal membership and the greater of three members or 10% of that membership rounded up. For constitutional changes use 20%, and for asset disposal or dissolution 25%, each with the same floor of three capped at the entire eligible membership. Ordinary resolutions require more than half of valid votes cast; constitutional changes require at least two-thirds and core-asset disposal or dissolution at least 75%, plus any stricter law and required platform approval. Failure of quorum requires renewed notice and a rerun without lowering it.
7. Each eligible legal member has one vote at a formal meeting; online opt-in is not a prerequisite. Counsel must validate notice, quorum, voting, proxies if allowed, electronic or hybrid attendance, and whether a particular ballot can lawfully form part of a meeting resolution. Do not import company-only meeting provisions automatically into Part F or assume an asynchronous platform poll is a general meeting. Keep signed minutes, attendance and resolutions with appropriate privacy safeguards.

1. There shall ordinarily be three registered trustee positions. The founding association shall lawfully appoint three of its founders, record the meeting, attendance, votes, consent and responsibilities, and authorise their inclusion in the initial CAC application. Their names and required particulars must be completed in Schedule 1 before adoption or filing. Appointment by the association before incorporation does not itself confer registered status.
2. The initial founding trustee tenure is three years, proposed to run from the date of incorporation, subject to Nigerian legal review and CAC acceptance. Record the actual commencement and expiry dates on incorporation. No lifetime appointment, hereditary position, reserved founder seat, special founder vote or automatic renewal is permitted.
3. Community governance activation does not require the founding trustees to stand for immediate community-wide re-election. They may complete their initial three-year terms, subject throughout to lawful recall, removal, disqualification, resignation, death or incapacity. The first regular community trustee election is due at their initial term expiry. Founders may contest without preference and have no guaranteed right to remain afterwards.
4. All three trustee seats shall ordinarily be elected together every three years, with no staggered terms. The founding term is the first trustee term. No officeholder may serve more than two consecutive full terms in the same category without a break of one full term of that category; the founding term counts. Renewal requires democratic election and every legally required action, never automatic extension.
5. Two community representatives shall be elected annually for one-year terms once the readiness requirements are met. They may seek re-election subject to the same two-consecutive-full-term limit and one-term break for their category. They represent community interests, propose governance improvements, deliberate in Council, monitor transparency, review accountability reports and support lawful implementation of community decisions. They are not automatically registered trustees.
6. After incorporation and before representative elections, the three founding trustees form the initial governing body, with quorum two and decisions by majority of non-conflicted members present; a tie fails. It may maintain lawful operations, approve budgets and filings, protect assets and prepare elections, but may not bypass reserved member decisions. Before incorporation the founding association and operator act only under their documented existing authority, not as a registered body.
7. After two representatives are elected, the full five-member Community Council comprises three registered trustees plus two representatives, including all trustees as contemplated by CAMA section 836. Full Council quorum is three non-conflicted members, decisions by majority present and a tie fails. Reserved member matters and legal trustee duties cannot be delegated away. No additional trustee-only veto over ordinary Council decisions is created. Actions requiring trustee execution still require lawful execution by trustees.
8. Candidates must be eligible adult active voting members, disclose conflicts and meet impartial published election-integrity conditions. Trustee candidates must also meet CAMA section 826 and applicable CAC requirements; the current CAC checklist includes a non-resident restriction which counsel must verify before nominations. Equal voting access for diaspora legal members does not guarantee legal eligibility for trustee office.
9. Publish Council minutes, decisions, votes and conflicts with lawful privacy and safety redactions. Recused people do not count toward the quorum for affected business. If conflicts or vacancies prevent quorum, refer reserved or necessary decisions to a lawfully convened general meeting; remaining officers may only protect assets and arrange that meeting within existing lawful authority. Representatives never acquire missing trustee powers by default.

1. Proposals must state purpose, exact text, alternatives, costs, risks and affected policies. To reach a platform ballot require 10 endorsing active voting members or 2% of eligible voters, whichever is greater, capped at 100; or referral by three Council members. Administrative screening must be transparent and appealable.
2. Publish at least 14 days of ordinary consultation, ballot notice and a seven-day secret voting period, respecting the 14-day eligibility freeze. Emergency safety action is exempt from advance consultation, not retrospective review.
3. Ordinary platform decisions require more than 50% of valid votes and turnout of at least 25 or 10% of eligible active voters, whichever is greater. Constitutional amendments require at least two-thirds and turnout of at least 50 or 20%, whichever is greater. Core-asset sale, dissolution or irreversible transfer requires at least 75% and turnout of at least 50 or 25%, whichever is greater, an asset-impact statement and all required formal and legal approvals.
4. Run trustee and representative elections as separate contests on their respective cycles. All three trustee seats are open every three years after the founding term; two representative seats are open annually from activation. For each contest, a voter may select up to the number of seats being filled, once per candidate, on one equal-weight secret ballot. The highest-supported eligible candidates fill the available seats; a secret runoff settles ties affecting election. Election turnout is at least 25 or 10% of eligible active voters, whichever is greater. Publish nominations, qualification reasons, campaign rules and the method before opening.
5. If turnout fails, no binding platform decision passes: reopen discussion and rerun without quietly lowering thresholds. No binding platform ballot may open below 100 identity-verified, opted-in eligible adult legal members, or before legal requirements, independent oversight and security controls are satisfied. Early feedback polls must be labelled non-binding. Lawful formal association business uses Article 6 and must not be misrepresented as an operational platform ballot.
6. Independent election officers must be free of candidate and founder conflicts, provide transparent nominations and equal candidate access, protect secret ballots and independently audit eligibility and aggregate counts. Separate eligibility from choices; administrators must not have a convenient member-to-choice table. Publish aggregate results and audit outcomes, never voter identities, raw identifiable ballots or verification evidence.
7. An independent disputes panel shall hear election complaints within 14 days of results, offer a fair hearing and publish reasoned outcomes with privacy redactions. Resolve material disputes before certifying a result; order an independently administered rerun when necessary. Founder permission is never required for a legitimate petition, nomination or appeal.
8. A community election alone neither appoints nor removes a registered trustee. Implement results through the necessary association general-meeting resolutions and CAC procedures. Section 834 approval must be obtained where required; its provision for validity from the appointing resolution after written CAC assent must be addressed by counsel in the handover record, not treated as permission to exercise unapproved authority. Re-election of the same person requires a recorded democratic renewal, with counsel confirming whether any appointment or other filing is needed.
9. Annual representative elections do not ordinarily trigger trustee-change filings. Keep annual returns, trustee renewal, replacement or addition, changes in particulars, officer changes and constitutional amendments as distinct legal events. Maintain the compliance calendar in the supporting policies; confirm current CAC forms, fees and deadlines before each filing. No automated CAC filing is authorised.
10. Any one-time founding platform calendar or quorum exception requires a published, independently reviewed, legally compatible founding procedure before voting starts. It cannot waive legal membership, adulthood, equal voting weight, privacy, the founding three-year trustee term, or the minimum online electorate without a separately published and lawfully adopted amendment.

1. A petition by 10% of eligible active voting members may initiate independent recall of a trustee or representative. Separately, 10% of eligible legal members may requisition a formal recall meeting under Article 6 without opting into platform voting. Founders cannot veto either route. Protect against repeated abusive petitions without preventing legitimate accountability.
2. Recall requires notice, published grounds, a fair opportunity for the affected officeholder to respond, a majority of valid votes and the ordinary turnout quorum for the applicable platform or formal route. Independent reviewers decide disputes; an affected official cannot administer the process. Platform recall of a trustee mandates the lawful removal process, not automatic erasure of registered status. Preserve statutory court and CAC remedies.
3. Trustee office may end by written resignation, death, established incapacity, statutory disqualification, lawful early removal or term expiry. Verify evidence fairly and obtain legal advice on cessation, necessary resolutions and CAC records. Representatives cease under equivalent fair constitutional procedures without acquiring statutory status. Interim safety suspension requires prompt independent review and does not purport to exercise a court or CAC power.
4. Notify members of a vacancy within seven days; begin an independently supervised replacement process within 30 days and aim to complete the election or lawful general-meeting selection within 90 days of the vacancy. Fill only the remainder of the existing term to preserve the common three-year trustee cycle or annual representative cycle. No founder succession preference, inheritable seat or unilateral co-option is allowed. A partial term does not count as a full term for the consecutive-term cap.
5. Replacement trustees must qualify, consent and complete the required general-meeting resolution and CAC approval process. A temporary Council delegate or elected candidate is not automatically a registered trustee. Any runner-up route must be published before the original ballot, independently checked and lawful; it cannot replace required legal resolutions or filings.
6. During temporary vacancies or CAC processing, only people with a documented continuing legal authority may act within that authority, with published limitations, end dates and independent oversight. A resigned, disqualified, removed or expired trustee gains no new authority from a pending filing. If quorum or legal capacity is lost, promptly seek a lawful general meeting and legal, CAC or court directions as applicable, rather than inventing an indefinite holdover.
7. Officials may not modify electoral records, verification outcomes or audit logs outside authorised traceable procedures. Criticism, membership petitions and lawful removal processes must not require founder consent.

1. Lawful donations, grants, voluntary membership contributions, permitted subscriptions, platform revenue and sponsorships may support the nonprofit objects. Assess fundraising, tax, grant and commercial-revenue restrictions with Nigerian counsel. Funding never buys votes, preferential office, political influence or donor control. Disclose material conditions and reject incompatible terms. No payment or donation collection is activated by this draft.
2. Income and property shall serve only the objects; no profits or assets may be distributed privately to founders, trustees or members. Reasonable good-faith payment for legitimate work is subject to CAMA section 838, the constitution, conflicts controls and independent approval; nonprofit status does not itself confer tax exemption.
3. Section 838 restricts salaried or fee-paid offices for governing-body members, with an ex-officio exception and specified permitted benefits requiring professional interpretation. Do not assume a founding trustee may also hold any paid operational role or that recusal alone cures a prohibited payment. No council salary, service fee, rent or connected-person benefit may be approved without written Nigerian legal clearance and disinterested approval of a lawful arrangement. Document actual expenses and any lawful exception; do not relabel a salary as a fee.
4. Separate operational employment from oversight: a founder may volunteer as a trustee; a founder outside the governing body may undertake independently supervised, reasonably paid legitimate operational work; or a founder may lawfully leave and be replaced before entering an otherwise incompatible paid role. Do not create an artificial ex-officio designation to evade restrictions. Representatives are governing-body members too.
5. Proposed initial bank mandate: at least three authorised signatories with any two independent approvals for withdrawals or transfers, separate initiation and approval, and no person able to change the mandate or release funds alone. Trustees must approve the exact mandate consistently with the constitution, legal advice and bank requirements. Publish an expenditure-authority schedule before funds flow; spending outside the budget or above delegated limits requires minuted Council approval and any reserved member consent.
6. Maintain a conflicts register, annual and transaction-specific declarations, disinterested approval, fair procurement and recusal from discussion, voting and quorum on affected business. Connected-person transactions require documented necessity, market comparison, legal clearance and appropriately redacted disclosure. Where no disinterested quorum exists, use the lawful general-meeting route and independent advice; it cannot authorise a prohibited payment.
7. Prepare an annual Council budget, preserve member scrutiny and mandatory approvals, maintain complete accounting records and asset/liability registers, arrange independent annual audit and applicable CAC returns and statements, and publish financial reports at least quarterly once money flows. Propose a January–December financial year subject to applicable regulations. Preserve statutory retention periods and lawful access to records; public transparency excludes private donor, identity, personnel and banking credentials.
8. The treasury must show only actual approved records, never simulated balances or receipts. Publish sources, costs, allocations, material sponsorships and lawfully approved founder or Council-related payments with necessary privacy protection. No individual may unilaterally withdraw organisational funds, dispose of essential assets or sell the platform.

1. Community Rules and law govern posting and safety. Governance does not override individual rights, privacy or legal duties. Moderation provides notice and reasons where reasonably possible, appeals, independent periodic review and safeguards for minors when permitted.
2. Individual cases remain outside public ballots. Do not publish identity documents, private reports, account records, voting secrets or personal data in Council minutes, treasury records or decision logs. Use aggregate or anonymised transparency statistics.
3. Governance restrictions are separately appealable. Disputed sanctions affecting an election must go to an independent adjudicator or recused panel; do not let moderation become a way to suppress electoral competition.

1. Keep the existing AGPL-3.0-or-later licence and the public source code at github.com/HeyNaija/heynaija, and complete a review of code ownership and third-party rights. Publish release history and security disclosure guidance when ready; open source does not mean exposing production secrets, infrastructure access or personal data.
2. Support data export and account deletion subject to lawful retention, and document portability improvements. Material changes to default feed principles, identity collection or advertising require applicable policy and reserved-member procedures.
3. Inventory and transfer or appropriately vest domains, trademarks, branding, intellectual property, infrastructure accounts, organisational funds and other essential assets in the incorporated nonprofit through executed instruments and verified access changes. Respect software licences, contributor rights, provider contracts and necessary third-party consent. A public code licence or election result alone transfers no domain, trademark, contract or private asset.
4. No founder shall retain unilateral control of assets necessary for independent operation after transfer. Use organisational accounts, shared recovery, documented access and succession controls. Publish remaining dependencies and independently confirm the transfer without exposing credentials.
5. The Secretary keeps membership and minute books, term dates, consents, resolutions, elections and CAC correspondence securely. If the association adopts a common seal, the Secretary shall keep it securely and log each use; application requires a recorded Council authorisation and attestation by two authorised officers consistently with applicable law. Counsel must settle sealing and other execution requirements before instruments are signed.

1. Phase 1 — Founding Association: establish the association, publish drafts and operator disclosures, consult members and a temporary advisory group, obtain Nigerian nonprofit and privacy review, appoint three founding trustees and the Chairperson and Secretary, and record responsibilities, consents and initial resolutions.
2. Phase 2 — CAC Incorporation: obtain name approval, adopt the legally reviewed constitution, submit the required application and evidence, complete applicable publication and objection procedures, register the three founding trustees and record the actual incorporation date and initial three-year term expiry. Do not claim incorporation before evidence exists.
3. Phase 3 — Legal Membership: establish the formal membership register and fair admission and appeals, give every eligible legal member equal access to voluntary online participation, and prepare legally compliant identity and age assurance without activating unfinished verification.
4. Phase 4 — Community Governance Activation: satisfy all existing readiness requirements, including the 100-person online electorate and independent controls, then elect two representatives for one-year terms and establish the five-member Council. The founding trustees complete the remainder of their initial terms. This phase establishes elected community representation, not necessarily community-elected trustee governance or completed asset control.
5. Phase 5 — First Trustee Election: prepare nominations and election procedures at least 180 days before the founding term expires; publish the timetable no later than 90 days before expiry; open all three seats for equal competition and conduct the first regular trustee election by term expiry, with successor terms following the common three-year cycle. Publish outcomes, adopt required general-meeting resolutions and complete applicable CAC procedures. Elected trustees replace or continue the founders only through legally effective actions.
6. If platform governance is not ready by expiry, use an independently supervised, lawfully convened association general meeting under Articles 6 and 8 to conduct the first trustee selection by expiry without claiming the online system is live or lowering its safeguards. Counsel must validate this fallback and how equal member participation is secured before incorporation. If completion is still impossible, any caretaker arrangement requires an express legal basis, an independently reviewed member resolution before expiry and a maximum of 90 days for essential operations and succession only. It is not an automatic extension, cannot be renewed under this clause and cannot extend the democratic term by self-appointment. Complete the selection within that period; if authority or quorum is absent or the deadline cannot be met, seek appropriate legal, CAC or court directions before acting. Report delays, authority and limits publicly; no indefinite founder control is permitted.
7. Phase 6 — Legal Asset Transfer: execute and verify the asset vesting and operational-control steps in Article 12, respecting licences and contracts. Preparation may proceed earlier; disclose separately when each transfer actually becomes effective.
8. Phase 7 — Community-Controlled Organisation: after legally effective elected trustee governance and essential asset control, publish the final transition report, independent confirmation and remaining limitations or dependencies. Continue regular elections, accounts, audits and accountability. An online election alone never completes the transition.
9. Illustration only: incorporation in January 2027 starts the three founding terms; activation in July 2027 could elect two representatives without a trustee election; all three trustee seats come up in January 2030, then ordinarily January 2033. Representative elections recur annually from their first election. Actual dates follow incorporation records, this constitution and lawful procedures.

1. Draft revisions carry version dates, a changelog and consultation responses. During the founding stage propose at least 14 days’ public notice before revisions take effect, except urgent legal or security corrections disclosed promptly. This does not silently adopt the existing charter notice-period placeholder or activate future governance rules.
2. After adoption, constitutional amendments require the Article 8 platform approval where operational, the Article 6 formal member resolution and applicable legal and CAC approvals. Section 833 must be addressed; counsel must validate stricter internal thresholds and electronic procedures. The charter and supporting policies cannot bypass or silently amend the registered constitution. Publish and reconcile any mismatch before relying on it.
3. Dissolution requires the reserved member process and compliance with CAMA, including any court process under section 850; a platform vote cannot dissolve the body. After satisfying debts and liabilities, remaining assets must pass to legally eligible institutions with compatible objects and equivalent nonprofit distribution restrictions selected through the lawful member process, or the applicable lawful charitable destination if that cannot be achieved. No founder, trustee or member receives residual assets.
4. Adopt only after qualified Nigerian nonprofit counsel reviews the entire CAC-facing constitution, all schedules, founding appointment and term arrangements, statutory membership rights, meetings, succession, compensation, assets and dissolution. Record the adoption resolution, CAC-approved version and explicit effective date. Until then HeyNaija remains a founder-operated project and these future arrangements remain proposals.

1. Founding trustee 1: [full name and role]. Founding trustee 2: [full name and role]. Founding trustee 3: [full name and role]. Each must be one of the founders lawfully appointed by the founding association. No person is appointed or registered by these placeholders.
2. Founding appointment meeting: [date, place, notice, eligible members present, quorum, votes and signed minutes reference]. Application authority and constitution adoption resolution: [reference and approved version]. Trustee qualification and consent evidence: [private record references]. Do not insert NIN, identity evidence or other sensitive particulars in the public source; provide required private application information through the lawful CAC process.
3. Chairperson: [full name and appointment reference]. Secretary: [full name and appointment reference]. Initial responsibilities and delegated authorities: [record reference]. Registered office and approved corporate name: [complete after legal review and name approval].
4. Incorporation certificate and date: [not yet issued]. Initial term commencement: [incorporation date, if legally approved]. Common initial term expiry: [third anniversary as legally settled]. Election preparation deadline: [at least 180 days before expiry]. Published timetable deadline: [90 days before expiry]. All three seats must be contested by expiry under the lawful procedures; no incorporation date or authority is inferred from this draft.

1. Keep NIN_VERIFICATION_ENABLED, BINDING_GOVERNANCE_VOTING_ENABLED and UNDER_18_ACCOUNTS_ENABLED false; the API must continue refusing them when true until separately reviewed implementation and approval. Do not introduce binding elections, trustee appointments, automated CAC filings, payments or donation collection through this update.
2. Confirm provider onboarding, scopes, pricing, stable uniqueness, verified age and data-sharing terms; complete a privacy impact assessment and independent security review. Validate callbacks for signature, issuer, audience, expiry, state, nonce and PKCE as applicable, with replay protection and no token logging.
3. Separate legal admission, identity, age, voluntary voting activation, ballot eligibility and badges. The existing governance_memberships table records online participation only, not admission to the association. Build and audit a separate legal-membership register and admission lifecycle before enabling voting; a verified opted-in account alone must fail eligibility.
4. Keep restricted identity storage, encrypted person keys, separate access roles, audit trails, correction and appeals. No raw NIN in public tables, browser analytics, tickets, logs, exports or crash reports. Never create a convenient identity-to-ballot-choice table. Enforce policy on the server; hidden buttons are insufficient.

1. Review CAMA sections 825–827: approved name, objects and classification, application and signed founding minutes, all three founders’ qualifications and any residence requirements, express authorisation of the founding appointment, the three-year term beginning on incorporation, renewal, replacement, meetings and seal. The fixed-term arrangement is a proposal for review, not a legal conclusion.
2. Review sections 833–837 and current CAC practice: formal meeting resolutions, written approval and legal effective dates for appointments and removals, same-person re-election, particulars and officer changes, the initial and full Council, quorum, delegation, vacancies and the non-renewable 90-day fallback. Confirm that equal legal-member meeting rights survive voluntary online opt-out and assess electronic voting and hybrid meetings without assuming company rules apply.
3. Review section 838: restrictions on salaried or fee-paid governing-body offices, the ex-officio wording and permitted expenses, rent or reasonable service fees; lawful founder employment outside oversight; conflicts and connected-person benefits. Also review fundraising, platform revenue, tax treatment, banking mandates, audits, accounts, statutory returns and record retention.
4. Review asset title, licences, assignments, contractual consents and access transfer; dissolution and eligible residual beneficiaries under section 850; anti-capture provisions and the relationship between registered constitutional provisions and community policies. No policy becomes legally effective merely by being published.
5. Confirm identity and age providers, anti-duplicate guarantees, diaspora accessibility and alternative methods; the NDPA lawful basis, DPIA, retention, cross-border transfers, correction and appeals; public badge defaults (currently designed off); youth safeguards before under-18 access; and election oversight, disputes and realistic readiness without retroactive rule changes.
6. Complete Schedule 1 privately where sensitive: three founding trustees’ full names, legally required particulars, consents, qualification evidence, appointment resolution, incorporation and expiry dates; Chairperson and Secretary; registered office and application authority. Publish appropriate names and roles after lawful adoption, never NIN or identity evidence. Also complete operator disclosures, funding source, privacy and safety contacts, data location and retention schedules. No names or dates are invented here.

Legal sources checked on 19 October 2026. Counsel must confirm amendments, current CAC practice and requirements before filing; these references do not constitute legal approval.

• CAMA 2020, Part F (CAC official Gazette copy)
• Companies Regulations 2021 (CAC published copy), regulations 32–37
• CAC Operations Checklists 2022, Incorporated Trustees, pages 61–68
• CAC current resources: recheck practice and requirements before filing
• NIMC — NINAuth verification partners
• Nigeria Data Protection Act 2023
• NITDA Code of Practice for platforms

Read the Community Governance Charter, membership rules, verification safeguards and transition roadmap. The legal constitution prevails once lawfully registered; community policies cannot override it or the law.

• 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.

The previous v0.2 text is preserved in the repository governance history. These proposed changes remain subject to consultation, Nigerian legal review and lawful adoption. They do not change current account access.