1. Name of the Society

1.1 The name of the Society shall be Sustainable Wealth Multipurpose Cooperative Society Limited (hereinafter referred to as "the Society").

1.2 The Society shall operate as a multipurpose cooperative in accordance with the Cooperative Societies Law of Akwa Ibom State, the Nigerian Co-operative Societies Act, and all other applicable laws and regulations governing cooperative societies in Nigeria.

1.3 The word "Limited" in the Society's name indicates that the financial liability of each member is limited to the value of shares subscribed by that member.

2. Registered Office

2.1 The registered office of the Society shall be located at:
No. 4A Akpabio Street, Uyo, Akwa Ibom State, Nigeria.

2.2 The registered office may be changed by resolution of the General Meeting, subject to approval by the Akwa Ibom State Bureau of Cooperative Societies and Rural Development.

2.3 All official notices, correspondence, and regulatory communications shall be addressed to the registered office unless an alternative address has been formally approved.

3. Objectives of the Society

The objectives of the Society shall include:

1. Promoting regular thrift savings, ajo/esusu daily contributions, and disciplined financial habits among members.
2. Providing affordable cooperative loans to Active Members at single-digit interest rates not exceeding 9% per annum or such rate approved by the Annual General Meeting.
3. Encouraging and supporting agriculture, agribusiness, trade, and investment activities among members through pooled cooperative funds.
4. Promoting financial transparency, accountability, and member empowerment through digital cooperative management systems.
5. Supporting cooperative innovation and financial inclusion through the adoption of digital technology infrastructure.
6. Distributing surplus earnings to Active Members in the form of dividends, rebates, or patronage refunds as approved by the General Meeting.
7. Building a register of members committed to collective wealth creation and sustainable cooperative practices.
8. Undertaking any other lawful cooperative activity approved by the General Meeting and consistent with applicable law.

4. Digital Platform Operations

4.1 The Society shall utilize digital technology platforms to administer its cooperative activities efficiently and transparently.

4.2 The Society adopts the Kopkad digital platform (kopkad.ng and associated mobile applications) as its primary digital infrastructure for the management of cooperative services.

4.3 The Kopkad platform is owned and operated by KOPKAD DIGITAL SYSTEMS, a CAC-registered Business Name. KOPKAD DIGITAL SYSTEMS operates as a technology infrastructure and digital services provider to the Society. It does not exercise governance, voting rights, or ownership over the Society.

4.4 The platform shall support, at minimum, the following activities:

• Member onboarding, registration, and membership management.
• Savings, thrift contribution tracking, and payment processing.
• Agent-based collections and bulk transaction marking.
• Loan application, approval, disbursement, and repayment management.
• Financial analytics, reporting, and member dashboards.
• Record keeping, transaction logs, and audit trails.
• Cooperative savings group management and rotational payout coordination.

4.5 Electronic records generated through the Kopkad platform shall be recognized as valid operational records of the Society, subject to applicable cooperative regulations and audit requirements.

5. Intellectual Property

5.1 The Kopkad platform, software systems, algorithms, digital tools, brand identity, and all associated intellectual property remain the exclusive property of KOPKAD DIGITAL SYSTEMS.

5.2 The Society utilizes the platform as an operational technology tool and does not, by virtue of these Bye-Laws or any other arrangement, acquire ownership rights or intellectual property interests in the underlying software or infrastructure.

5.3 Members shall not reproduce, adapt, reverse engineer, or commercially exploit any part of the Kopkad platform.

6. Enterprise and White-Label Services

6.1 The Society may permit other thrift groups, savings associations, cooperatives, or community organizations to access cooperative management services through the Kopkad platform under an enterprise or white-label arrangement.

6.2 Access to the platform under such arrangements does not automatically confer membership in Sustainable Wealth Multipurpose Cooperative Society Limited. Such organizations and their members shall not be entitled to the Society's cooperative benefits, including loans, dividends, or voting rights at the Society's General Meetings.

6.3 Each organization utilizing the platform under enterprise access remains solely responsible for its own governance, member finances, and internal administration.

7. Membership

7.1 Categories of Membership

Membership shall consist of two categories:

(a) Passive Members — Persons who have completed registration on the Kopkad platform and accepted the Society's Terms and Conditions and these Bye-Laws. Passive Members have legal standing as cooperative members for the purposes of accessing savings and withdrawal services. They participate in daily thrift savings but do not hold voting rights, are not entitled to loans, dividends, or investment participation, and are not required to hold shares unless they elect to upgrade.

(b) Active Members — Persons who have been elevated to Active Membership following application, due diligence, and approval by the Management Committee. Active Members hold full cooperative membership rights including voting at General Meetings, loan eligibility, thrift pooling participation, dividend entitlement, and investment programme access.

7.2 Admission of Members

7.2.1 All membership onboarding shall be conducted through the Kopkad digital platform.

7.2.2 Applicants shall read and accept the Society's Terms and Conditions and these Bye-Laws in full. Acceptance of the Terms and Conditions during signup constitutes automatic Passive Membership.

7.2.3 Members onboarded through an agent code shall be classified as Passive Members upon completing signup and accepting the Terms and Conditions.

7.2.4 Applications for Active Membership shall be submitted through the in-app prompt. The Management Committee shall conduct due diligence, including identity verification and assessment of the applicant's financial standing, before approving or rejecting the application.

7.2.5 The Society maintains an electronic membership register on the Kopkad platform, which shall be exported and made available to the Bureau of Cooperative Societies upon request or audit.

7.3 Rights of Members

Passive Members may:

• Participate in personal daily, weekly, and monthly thrift savings.
• Access their savings records, transaction history, and contribution statements.
• Request withdrawals subject to cooperative rules and available balance.
• Use platform financial planning and expense management tools.

Active Members may additionally:

• Vote at Annual and Special General Meetings (one vote per member).
• Stand for election to the Management Committee.
• Apply for cooperative loans subject to eligibility criteria.
• Participate in savings groups with rotational payouts.
• Receive dividends, rebates, or surplus distributions as approved by the AGM.
• Participate in agricultural, trade, and investment programmes.

7.4 Obligations of Members

All members shall:

• Comply with these Bye-Laws and all decisions of the Society.
• Provide accurate and up-to-date information at all times.
• Notify the Society promptly of any change in contact or banking details.
• Honour all financial commitments made to the Society or within savings groups.
• Not engage in any conduct that is fraudulent, dishonest, or harmful to the interests of the Society or its members.
• Maintain the confidentiality of platform login credentials.

8. Share Capital and Funds

8.1 Active Members shall subscribe to a minimum share capital of ₦1,000 or such amount as approved by the General Meeting from time to time.

8.2 The funds of the Society shall consist of:

• Share capital subscriptions from Active Members.
• Savings deposits from Passive and Active Members.
• Loan interest income.
• Platform service fees and subscription revenues.
• Investment income from agricultural, trade, or other cooperative ventures.
• Grants, donations, or other lawful cooperative revenues.

8.3 The funds shall be applied solely for cooperative purposes as authorized by the Management Committee and, where required, by resolution of the General Meeting.

9. Liability of Members

The financial liability of each member is limited to the value of shares subscribed by that member. Members shall not be personally liable for the debts or obligations of the Society beyond their subscribed share capital, except where personal liability arises from fraud, wilful misconduct, or breach of these Bye-Laws.

10. Loans to Members

10.1 Cooperative loans shall be granted exclusively to Active Members in good standing.

10.2 The interest rate on loans shall not exceed 9% per annum or such rate as approved by resolution of the Annual General Meeting.

10.3 Loan eligibility shall be determined by the Management Committee, taking into account the applicant's savings history, repayment capacity, and standing within the Society.

10.4 The maximum loan amount shall generally not exceed three (3) times the member's cumulative savings balance with the Society, subject to the Management Committee's discretion.

10.5 The Management Committee may require guarantors, collateral, or other security as a condition of loan approval.

10.6 All loan applications, approvals, disbursements, and repayments shall be processed through the Kopkad platform. Repayment schedules shall be agreed at the time of disbursement.

10.7 An Active Member with an outstanding loan may not exit the Society or withdraw savings beyond permissible limits until the loan is fully repaid.

11. Authorized Agents

11.1 The Society may appoint Authorized Agents to support member onboarding, daily savings collections, and platform operations.

11.2 Agents shall register on the Kopkad platform, complete mandatory KYC identity verification, and accept the Society's Agent Agreement before they are activated.

11.3 All collections by agents shall be processed through approved digital payment channels on the Kopkad platform. Agents shall not collect cash on behalf of the Society without written authorization.

11.4 Agents are entitled to commissions on collections as defined in their Agent Agreement. Commission disputes shall be resolved by the Management Committee.

11.5 Agents may recruit sub-agents subject to the same registration and KYC requirements. Agents remain responsible for the conduct of their sub-agents.

12. Termination of Membership

Membership shall terminate upon:

1. Death of the member.
2. Voluntary withdrawal — subject to full settlement of all financial obligations including loans, thrift group commitments, and dues.
3. Expulsion by two-thirds majority resolution of the General Meeting for fraud, dishonesty, non-payment of obligations, or conduct seriously harmful to the Society.
4. Declared insolvency or bankruptcy of the member.
5. Persistent failure to meet cooperative obligations over a period determined by the Management Committee.

Active Member Exit Conditions: An Active Member seeking voluntary withdrawal must: (i) repay all outstanding loans in full; (ii) complete any ongoing thrift group round or obtain written consent of all affected group members; (iii) settle all outstanding dues; and (iv) obtain a clearance certificate from the Management Committee. Exit shall take effect only after all conditions are satisfied and the Management Committee has approved the withdrawal.

13. Management Committee

13.1 The Society shall be governed by a Management Committee elected by Active Members at the Annual General Meeting.

13.2 Committee members shall serve a term of two (2) years and may be re-elected for a maximum of three (3) consecutive terms.

13.3 The Management Committee shall consist of, at minimum:

• Chairman
• Vice Chairman
• Secretary
• Treasurer
• Such other officers as determined by the General Meeting.

13.4 The Management Committee shall oversee all administrative, financial, and operational matters of the Society including membership admissions, loan approvals, investment decisions, and platform governance.

13.5 Committee decisions shall be by simple majority vote. The Chairman shall have a casting vote in the event of a tie.

14. Meetings

14.1 The Society shall hold an Annual General Meeting (AGM) once in every calendar year.

14.2 Special General Meetings may be convened by the Management Committee or on a written requisition signed by at least one-quarter of Active Members.

14.3 The quorum for any General Meeting shall be one-third (1/3) of all Active Members in good standing.

14.4 Each Active Member shall have one (1) vote. Voting by proxy is not permitted.

14.5 Notice of any General Meeting shall be given to all Active Members at least fourteen (14) days before the meeting date.

14.6 Meetings may be held physically, digitally, or in a hybrid format as determined by the Management Committee.

15. Surplus Distribution and Reserve Fund

15.1 At the close of each financial year, the Society shall determine the annual surplus after deducting all operational expenses, provisions, and losses.

15.2 A minimum of twenty-five percent (25%) of the annual surplus shall be transferred to the Statutory Reserve Fund before any distribution.

15.3 The remaining surplus may be distributed as dividends or patronage refunds to Active Members, allocated to an education and training fund, or reinvested into cooperative programmes, as resolved by the AGM.

15.4 Passive Members are not entitled to surplus dividends or rebates unless they have been upgraded to Active Membership.

16. Accounts and Audit

16.1 Proper books of account shall be maintained by the Society and shall be made available for inspection by members and regulatory authorities.

16.2 The Society's accounts shall be audited annually by a duly qualified auditor appointed by the General Meeting.

16.3 Electronic records and transaction logs generated through the Kopkad platform shall be recognized as official cooperative accounting records for the purposes of audit and regulatory reporting.

16.4 The Society shall submit annual returns to the Akwa Ibom State Bureau of Cooperative Societies as required by law.

17. Dispute Resolution

17.1 Disputes between members, or between a member and the Society, shall first be submitted to the Management Committee for mediation and resolution.

17.2 If unresolved within thirty (30) days of submission to the Management Committee, the dispute shall be referred to the Akwa Ibom State Bureau of Cooperative Societies for arbitration in accordance with the Cooperative Societies Law of Akwa Ibom State.

17.3 Nothing in these Bye-Laws prevents a member from seeking injunctive relief or urgent remedies from a court of competent jurisdiction.

18. Amendment of Bye-Laws

These Bye-Laws may be amended by a two-thirds (2/3) majority vote of Active Members present and voting at a duly convened General Meeting, subject to approval by the Akwa Ibom State Bureau of Cooperative Societies and Rural Development. No amendment shall take effect until such approval is obtained.

19. Dissolution

The Society may be dissolved only in accordance with the provisions of the Cooperative Societies Law of Akwa Ibom State and applicable federal cooperative regulations. In the event of dissolution, all assets shall be applied first to the settlement of liabilities, and any remaining assets shall be distributed among Active Members in proportion to their contributions, or otherwise as directed by the Bureau of Cooperative Societies.