1. General Provisions

1.1. Citations – These Bylaws shall be cited as Vizient (Eti Osa) Cooperative Multipurpose Society (“Vizient Cooperative”) Bylaws and shall govern the operations of the Society.

1.2. Commencement – The Bylaws shall be deemed to have come into effect on the day it is approved and registered by the Lagos State Director of Cooperative Services.

1.3. Interpretation and Resolution – All words and expressions used in these Bylaws shall have the meaning assigned to herein and where not defined in this Bylaw shall have the meanings assigned to them in the Cooperative Societies Law of Lagos State. If there shall arise any doubt regarding the meaning or intention of any of these Bylaws, the matter shall be referred to the Executive Committee of the Society or any Committee constituted by the Executive Committee for this purpose and finally to the General Meeting (Congress). An appeal against the interpretation of the Disciplinary and Dispute Resolution Committee shall lie with the Director of Cooperative Services.‍

Definitions

1.4. Bylaws: means the Bylaws of Vizient Cooperative.

1.5. Congress: means the General Body of Members of the Society, otherwise known as the General Meeting.

1.6. Executive Committee: means members of the Society elected to manage the affairs of the Society.

1.7. Financial Year: means the period of twelve calendar months beginning from 1st January and ending on 31st December.

1.8. Member: means a registered member of Vizient Cooperative.

1.9. Nominee: means the next of kin of a financial member of the Society nominated by the member to inherit his shares/savings in case of any eventuality.

1.10. Preamble: Words importing the singular or plural number respectively include the plural and singular number; words importing the masculine gender also include the feminine gender.

1.11. The Director of Cooperative Services: means the Director of Cooperative Services of Lagos State.

1.12. The Law: means the Cooperative Societies Law of Lagos State, Nigeria as amended from time to time.

1.13. The Society: means Vizient Cooperative.

2. Name, Address and Area of Operations

2.1 Name: The Society shall be called Vizient (Eti-Osa) Cooperative Multipurpose Society (Vizient Cooperative).

2.2 Address: The Society’s principal address shall be 8, Providence Street, Lekki Phase One, Lagos.

2.3 Secretariat: The Secretariat of the Society shall be situated at its principal address.

2.4 Area of Operation: The area of operation shall be 8, Providence Street, Lekki Phase One, Lagos and its affiliates within Nigeria.‍

3. Objectives

The objectives of the society are to promote the economic interests of its members and especially:

3.1. To promote a cooperative spirit among members, work to improve their living standards and encourage the development of cooperative investments.

3.2. To encourage thrift, mutual and self-assistance among members and provide means whereby saving may be made to build up funds for their individual future use.

3.3. To provide access to investment opportunities by private companies and financial services firms.

3.4. To undertake or invest in real estate and housing developments for the acquisition of its members or for industrial purposes as a form of investment for the economic benefit of members.

3.5. To invest, partner and participate in any manner it deems fit in the agricultural sector and participate in all forms of agro-economic activities on behalf of its members or for industrial purposes as a form of investment for the economic benefit of members.

3.6. To invest, partner and participate in any manner it deems fit in the energy sector; including but not limited to oil and gas (upstream, midstream and downstream), renewable energy, and nuclear power, amongst others. Such participation shall be for industrial purposes as a form of investment for the economic benefit of members.

3.7. To engage in all forms of businesses in and around the mining of natural resources for industrial purposes as a form of investment for the economic benefit of members.

3.8. To serve as financial advisers and agents in different finance-related transactions including but not limited to investments, fund management, and commercial transactions amongst others on behalf of its members for industrial purposes as a form of investment for the economic benefit of members.

3.9. To get involved directly and indirectly in the business of Entertainment, Art and Culture for viable business opportunities that would be of benefit (financially and otherwise) to its members

3.10. To invest, partner and participate in all forms of business opportunities in the Media and Entertainment sector on behalf of its members or for industrial purposes as a form of investment for the economic benefit of members

3.11. To undertake and invest in the educational sector in manners that are directed or beneficial to its members.

3.12. To undertake and invest in new ventures beneficial to its members and the Co-operative as approved by the Executive Committee.

3.13. To engage in any other economic or social activity as may be approved by the general meeting of members.

3.14. To do anything within the law and enter into any transaction which in the Co-operative’s opinion is necessary to ensure the proper performance of its functions or the attainment of the above-listed objectives.

3.15. To raise capital and do such other things that are reasonable and necessary for the attainment of these objectives.

4. Membership and Liability

4.1. Membership shall consist of person(s):

4.1.1. Who joined through application for registration;

4.1.2. Of good character;

4.1.3. Of not less than eighteen (18) years of age at the time of registration; and

4.1.4. Admitted in accordance with these By-Laws.

4.2. Methods of application

4.2.1. Membership application shall be via www.vizientcoop.com or in a prescribed form through the Secretary and approved by the Executive Committee who may refuse such application.

4.2.2. Members shall be admitted after approval of the application by the Executive Committee on payment of necessary membership fees.

4.2.3. The Executive Committee shall have the obligation to give each member of the Society a copy of the bylaws containing the rules and regulations of the Society via the website, as approved by the Congress on the recommendation of the Executive Committee.

4.3. Member’s Nominees

4.3.1. Every member shall nominate via their dashboard at www.vizientcoop.com person(s) to whom, in case of death or permanent disability, the Society shall pay the sum representing the deceased member’s share, savings and other sums due to him at the time of his death or permanent disability;

4.3.2. A member may change his nominee(s); and

4.3.3. Where a deceased or a permanently disabled member has not appointed a nominee as at the time of death or permanent disability as the case may be, the society shall, after due evaluation, pay the aforementioned sum to the person (s) who appear(s) to be legally recognized representative(s) of the member with clear evidence. The society shall not be liable for any payment made to persons who in its opinion are considered a recognized representative under this clause.

4.4. Termination of Membership – Membership shall be terminated by:

4.4.1. Death;

4.4.2. Insanity;

4.4.3. Withdrawal after an investment pool cycle provided that the member is neither indebted to the Society or stands as a surety for an unpaid debt; and

4.4.4. Expulsion from the Society in accordance with the provision of these bylaws in Article

4.4.5. Expulsion of Members – A member may be expelled with at least a 2/3 majority of votes of the Executive Committee for:

i. Failure to renew membership payments as laid down by the resolution of the General Meeting;

ii. Repeated failure to pay debts due to the Society over a reasonable period of time as determined by the Executive Committee;

iii. Conviction for a criminal offence involving dishonesty like fraud, financial impropriety; and

iv. Misconduct, ethical concerns, unruly behaviour or other acts contrary to the stated objectives of the Society or the interest of the Society.

4.5. Liability of Members

4.5.1. Subject to Article 4.5.2 below, in case of liquidation, a member’s liability for the debts of the Society shall not exceed the total value of his contributions.

4.5.2. The limit of the liability shall be the sum total of contributions plus the quantum of debt owed to the Society.

4.6. Dues to Members

Any money due to any account from the Society to a member, or a past member shall be set off in payment of any such which he owes the Society or for which he stands surety.‍

5. Constitution and Duties of General Meeting

5.1. The supreme authority under these Bylaws in all the affairs of the Society shall be the Congress (General Meeting) which shall meet at least once a year to review and direct the Executive Committee on the activities of the Society. This meeting shall be tagged the Annual General Meeting (AGM). Any other meeting shall be an Extraordinary General Meeting (EGM).

5.2. All meetings shall be convened by the Secretary on the directive of the President or the Executive Committee, by notice to members who are entitled to attend such meeting stating the meeting date, place, time and if possible the business to be transacted. Online meetings are permitted.

5.3. Notices: The notice required for an Annual General Meeting from the commencement of this bylaws shall be twenty-one days from the date on which the Notice was sent out. An extraordinary General Meeting may be conveyed on shorter notice of 72 hours provided that only the advertised object of such proposed meeting shall be transacted or discussed at such meeting. The notice may be circulated by email to the official email address of the members or any other email address provided by the members.

5.4. Quorum: The presence of at least 1⁄4 of the members or 40 members (whichever is lesser) shall be necessary for the disposal of any business at the general meeting. If no quorum is formed at a meeting an adjournment may be made for a period not less than 7 days or more than 14 days. Thereafter, the number of members present at any such adjournment shall form a quorum.

5.5. Voting: Voting on issues at general meetings shall be by physical or electronic show of hand or email unless a secret ballot on any special or sensitive matter is demanded by, at least, 2/3 of the members present. All questions shall be decided by a simple majority of votes of the members present with the exception of resolutions for the purpose of amending the provisions of this Bylaw which shall be decided by a majority of at least two-thirds of the members present and voting. And in voting, each member shall have one vote only. At all meetings, the Chairman shall have a casting vote, if votes are equal or he may call for a second voting

5.6. The Annual General Meeting shall be held within the first and second quarters of the succeeding year, but not more than 14 days after the Annual Statements of Accounts have been prepared and approved by the Executive Committee.

5.7. An extraordinary General Meeting may be called at any time by a majority of the Executive Committee or on request from the Director of Cooperative Services or not less than one-quarter (1/4) of the members of the Society.

5.8. Duties of the Annual General Meeting: The duties of the Annual General Meeting shall be to:

5.8.1. Receive from the Executive Committee a report on the activities of the Society with project goals and objectives for the new year;

5.8.2. Consider any communication received from the Director of Cooperative Services;

5.8.3. Re-elect or elect new members of the Executive Committee.

5.8.4. Suspend or remove any officer or member of the Executive Committee in accordance with the provisions of these bylaws;

5.8.5. Amend or repeal any existing bylaw or enact a new bylaw in accordance with Article 14.6.

5.8.6. Confirm the admission or expulsion of a member; and

5.8.7. Dispose of any other business duly brought before it.‍

6. Constitution of Executive Committee

6.1. Officers and Executive Committee Members

Subject to the provision of these Bylaws, there shall be an Executive Committee of not more than Three (3) members. The Executive Committee may consist of:

6.1.1.    President

6.1.2.    Secretary

6.1.3.    Treasurer;

6.2. Subject to these bylaws and the resolution of the General Meeting, the executive management of the Society shall be vested in an Executive Committee to be elected at a Pre-Annual General Meeting in accordance with the provisions of these Bylaws in Article 7.0.

6.3. Subject to the provision of these bylaws, if any member of the Executive Committee is incapacitated by illness, long absence or any other general failure in the performance of his official duties, a member of the Executive Committee may be temporarily appointed by the Committee (subject to approval by the Congress) and while the appointment subsists, he may exercise all the functions of the office.

6.4. Tenure of the Executive Committee

6.4.1. The President, Secretary and Treasurer shall hold office for a term of two (2) years subject to re-election for another two (2) years for as many electoral cycles as the parties are willing to participate in.

6.4.2. The Executive Committee shall be responsible to the Congress and shall be held accountable for all monies and disbursements of the Society’s fund.

6.5. A candidate seeking election into any Executive post of the Society:

6.5.1.  Must be a financial member of the Society in accordance with the provision of

these bylaws; and

6.5.2. Must be a person of unquestionable integrity.

6.5.3. Must be a member of Volition Capital Investments Limited or Ploutos App Nigeria Limited.

6.5.4. Must have proven experience managing a successful and fully registered investment Cooperative comprising more than 100 members.

6.5.5. Must demonstrate that they have written consent to use Volition Capital Investments Limited and Ploutos App Nigeria Limited’s name, logo, trademarks, current & future products, website, offices, personnel and any other proprietary item or information of the company.

6.5.6. Must demonstrate that they have written confirmation from existing investment partners that they wish to continue business with the Cooperative.

6.5.7. Must demonstrate proven competence in conducting due diligence on investment opportunities.

6.5.8. Must demonstrate the capacity to contribute the time, personal commitment and resources required to continue the smooth running of the Cooperative, in a manner to which members are already accustomed.

6.5.9. Must demonstrate proven capacity to source credible investment opportunities on an ongoing basis for members.

6.6. Meeting

6.6.1. Meetings of the Executive Committee shall be held when necessary. The President, in consultation with members of the Executive Committee, has the power to call for a meeting.

6.6.2. Quorum: The attendance of at least two (2) members of the Executive Committee shall be required for disposal of any business of the Committee.

6.6.3.  Resolutions of the Executive Committee can be in writing.

6.7. Duties of the Executive Committee

The duties of the Committee shall include; to:

6.7.1. Hold the Society’s fund in trust for the members, and administer the fund on behalf of the members;

6.7.2. Ensure that the Society’s bylaws are executed within the principles of fairness, transparency and accountability;

6.7.3. Take charge of the Society preparation and provision of all logistics for the General Meetings and shall be accountable to Congress through the Annual General Meeting;

6.7.4. Decide the terms of purchase and sale of any goods or stock which the Society may require for its members and to arrange for the safe custody of such assets while in stock;

6.7.5. Set an example of keenness and standard for other members.

6.7.6. The decision(s) of the Executive Committee within their powers shall not be in conflict with the duties of the Congress (General Meeting) on the operation of the Society. The decision(s) of the Executive Committee within their powers at any point in time shall be binding on all members of the Society;

6.8. Responsibility of the Executive Committee

In their conduct of affairs of the Society, the Executive Committee shall exercise the prudence and diligence of ordinary men of business provided that the Executive Committee will not be liable where such acts were carried out in good faith.

6.9. Duties of Officers

6.9.1. President

The President shall:

i. Summon any meeting of the Society after consulting with the Secretary;

ii. Supervise and coordinate all the Society’s activities;

iii. Preside over all or any of the meetings of the Society except where the issue of impeachment is being considered;

iv. Present management reports, budgets and other returns in conjunction with other members of the Executive Committee to the Congress at the Annual General Meeting;

v. Have a casting vote in case of a tie during any vote at any meeting;

vi. Represent or serve as a delegate of the Society in any conference or meeting outside the Society;

vii. Be the principal signatory to the Society’s accounts;

viii. Sign the proceedings of any meeting in conjunction with the Secretary; and

6.9.2.  Secretary

The Secretary shall:

i. Coordinate the Society’s secretariat, and keep its assets and records in safe custody;

ii. Keep records and minutes of all meetings of the Society and the Executive Committee meetings;

iii. Convene all meetings and Executive Committee meetings of the Society after consulting with the President and prepare the agenda with the approval of the President subject to provisions of the relevant section of these bylaws;

iv. Record the proceedings of such meetings, and sign the proceedings of meetings in conjunction with the President;

v. Receive, deal with and keep all correspondence of the Society within and outside the Society;

vi. Compile an annual report and statistics and submit same to Executive Committee for approval before presentation to the Society during the Annual General Meeting;

vii. Hold in custody the seal of the Society on behalf of the Executive Committee of the Society;

viii. Maintain correctly and update the prescribed books and registers of the Society;

ix. Prepare all receipts, vouchers and documents required by these Bylaws and Cooperative Law of Lagos State as amended from time to time;

x. Prepare and submit to the Executive Committee after it has been duly authenticated by the Internal Audit Committee the statements of Account in conjunction with the Treasurer;

xi. Prepare other documents required by the Internal Audit Committee (IAC) for the performance of their functions;

xii. Represent or serve as a delegate of the Society in any conference or meeting outside the Society; and

xiii. Perform any other functions as may be assigned by the Executive Committee.

6.9.3.    Treasurer

The Treasurer shall:

i. Be in the custody of the Society’s chequebooks or passbook as the case may be;

ii. Sign the cash book in token of its correctness and produce the cash balance whenever called upon to do so by the Executive Committee or Internal Audit Committee;

iii. Cross-check all payments on the appropriate statutory books being transacted on behalf of the Society;

iv. Handle communications between the Society, Volition Capital Investments Limited and Ploutos App Nigeria Limited.

v. Pay all approved expenses of the Society; and take charge of all cash/teller, cheque/draft received by the Society;

vi. Lodge all monies belonging to the Society into the Bank Accounts of the Society within 6 hours of receipt of same except where there is an intervening public holiday/weekend, in which case such money shall be lodged at the earliest possible opportunity;

vii. Be a principal signatory to the Society’s accounts

viii. Manage the cooperative’s investments and investment partners; and

ix. Perform any other functions as may be assigned by the Executive Committee.

6.10.  Termination of Membership

Any member of the Executive Committee:

6.10.1.  May resign his seat, after giving at least one (1) month written notice; and

6.10.2.  after the notice referred to in 6.10.1. above, shall in the case of the President be given to the Secretary and in the case of any other member of the Committee, to the President who shall notify the Congress.

6.11.  Filling of Vacancy

6.11.1.   In case of any vacancy created by resignation or impeachment or any unforeseen circumstance in the office of the President, one member of the Executive Committee shall step-in in acting capacity for a period not exceeding three months pending the ratification by the Congress, and if so confirmed by the Congress, the elected member shall automatically become the President who shall complete the remaining term of the President;

6.11.2.  If for any unavoidable reason, the Annual General Meeting cannot be held at the appropriate time within the year, an existing committee shall continue in office till the election of a new committee. In such cases, the existing committee cannot remain in office for more than six (6) months of the expiration of the term of their office.

6.11.3.  The expiration of the term of office, resignation or removal of a member of the Executive Committee shall not absolve him from liabilities on irregularities committed by the member during his term of office.

6.12.  Disqualification of Members of the Committee from Holding Office

A member of the committee shall cease to hold office if he:

6.12.1.  ceases to be a member of the Society in accordance with the provision of the relevant article of these bylaws

6.12.2.  becomes of unsound mind;

6.12.3.  becomes financially bankrupt;

6.12.4.  disburse funds unilaterally on his account without the approval of the Executive Committee;

6.12.5.  acts in a manner prejudicial to the interest of the Society.‍

7.       Election of Executive Committee Members/Officers

7.1.    Constitution of the Electoral Committee

7.1.1.    A three-man Electoral Committee shall be constituted by the Executive Committee at least one (1) month before the expiration of the term of office of the incumbent executives. The quorum of the committee shall be two (2) including the Chairman.

7.1.2.    The Electoral Committee shall be financial members of the Society who must have spent at least one (1) year in the Society with at least the minimum shares/savings of the Society as stipulated in Article of these Bylaws.

7.1.3.    The Electoral Committee shall be funded by the Society. Any member of the Society who aspires to be a candidate for the election shall not be qualified to be a member of the Electoral Committee.

7.2.    Functions of the Electoral Committee

7.2.1.    The Electoral Committee shall declare the Executive Committee positions vacant, and advertise and invite prospective applicants to obtain necessary application/nomination forms for the election. A non-refundable fee as stipulated below, subject to review from time to time by the General Meeting shall be paid.

i. President – Five Thousand (N5,000) Naira only

7.2.2.    The Electoral Committee shall be fair, firm, friendly and free from all encumbrances, prejudices and biases in all its dealings with all the aspirants and the electorates.

7.2.3.    The Electoral Committee shall have the power to screen and disqualify any aspirant that fails to abide by the rule governing the election or who falls short of the eligibility criteria as stipulated by these Bylaws and as reviewed from time to time.

7.2.4.    The Electoral Committee chairman shall preside over, supervise and conduct a free and fair election of aspirants into vacant Executive posts of the Society, on a date at least 3 weeks before the Annual General Meeting to allow for the settlement of all electoral disputes before the swearing-in at the Annual General Meeting.

7.2.5.    It shall be the duty of the Executive Committee to duly communicate to the Director of Cooperative Services the date of the election that he may send his representative to observe and monitor the elections.

7.2.6.    The Electoral Committee shall immediately after the close of the ballot, openly count the votes in the presence of the candidate’s nominated agent(s) and the Electoral Committee Chairman shall announce the result of the election immediately at the General Meeting where the election was held.

7.2.7.    The Electoral Committee reserves the right to void any vote cast that is adjudged to be improper, double entry or invalid.

7.2.8.    The election of a candidate shall be by casting of votes and the Electoral Committee also has the power to formulate any other regulations for the smooth conduct of elections.

7.2.9.    Every financial member of the Society shall be qualified to vote at the election after due accreditations by the Electoral Committee.

7.2.10.   Dissolution of Electoral Committee: The Committee shall stand dissolved at the expiration of its assignment and all electoral appeal matters disposed of.

7.3.    Electoral Appeal

7.3.1.    Petitions on electoral appeal shall be handled by the Disciplinary and Dispute

Resolution Committee (DDRC).

7.3.2.    The Committee shall have the final power to pronounce, declare, uphold, award or announce disputed election results as it deems fit when a letter of protest is written through the Secretary of the committee to the Chairman of the committee.

7.3.3.    The committee after a thorough investigation into the allegation of electoral fraud shall communicate with each party involved for defence and in their judgment if the committee establishes unfair conduct during the election shall have the power to invoke any of the 7.3.2 above in the interest of fairness, equity and justice.

7.3.4.    A new date for the election shall be announced by the Electoral Committee which shall be well publicized, and all involved shall be notified.

7.3.5.    All the electoral appeal matters shall be disposed off before the Annual General Meeting.

7.4.    Handing over to the Executive Committee Member-Elect/Officer-Elect

7.4.1.    The formal handing over/Swearing in ceremony of the elected executives shall be at the Annual General Meeting of the Society. The swearing-in/oath of the office of the newly elected executives shall be administered by the Director of Cooperative Services or his representative.

7.4.2.    The swearing-in/oath of office of Executive Committee member-elect/officer-elect shall signify the commencement of the tenure of the Executive Committee.

7.5.    NOTE: The conduct of elections into the vacant posts of the Society shall be under the supervision of the Director of Cooperative Services or his representative.‍

8.       Procedures for Removal of Executive Committee Members/Officers from Office

8.1.    Where there is a petition of gross misconduct or dereliction of duties against an elected officer or Executive Committee member:

8.1.1.    A notice of such misconduct shall be brought to the attention of the secretary, who shall with the approval of a majority of the members write a petition/query to the officer or Executive Committee

8.1.2.    The secretary shall cause a copy of same to be served on such officer or Executive Committee member for his response within three (3) days;

8.2.     Such an elected executive shall within seven (7) days of the receipt of the petition respond to the petition/query.

8.3.     The secretary shall make copies of its report available to other members of the Society and thereafter convene an emergency meeting to consider the report within seventy-two (72) hours.

8.4.     If two third (2/3) majority of the members of the Congress at the General Meeting convened for that purpose voted for the impeachment of the officer/member of the Executive Committee, he shall stand impeached, and the secretary shall preside at the General Meeting where the issue of impeachment of any officer /Executive Committee member is being considered but the Director of Cooperative Service or his representative shall be duly informed or represented.‍

9.       Financial Provisions

9.1.    Creation of Funds

The fund of the Society shall be derived from:

9.1.1.    registration fees as recommended by the Executive Committee and approved by the Congress;

9.1.2.    savings, investments and fixed deposits of members as defined by this bylaws.

9.1.3.    surplus arising from the business transaction and investments of the Society;

9.1.4.    Miscellaneous sources as approved by the Congress and other sources as may be stipulated by this bylaws.

9.2.    Entrance/Membership Fee

The entrance or membership fee for members shall be NGN 2,000.00 (Two Thousand Naira) only and subject to review from time to time by the Congress at the Annual General Meeting. This amount shall exclude the cost of other items required to be recognized as bona- fide member of the Society (such as ID cards if required)

9.3.    Financial Subscription to the Society

9.3.1.    Regular Thrift Savings and Shares (Regular Savings)

i. The minimum monthly savings allowed by each member shall be One Thousand Naira (N1,000.00) only subject to review from time to time by the Congress. This amount shall be credited to the Regular Thrift Savings and Shares account of each member. The amount will be contributed from members’ discretionary investment admin fees;

ii. The minimum period of notice for an increase or reduction in a member’s monthly subscription to the Society shall be one month notice in writing to the President through the Secretary or a prescribed form as the case may be;

iii. Savings and investments shall be governed by the rules to be established by Ploutos App Nigeria Limited and Volition Capital Investments Limited;

iv. The rate of interest paid on regular savings shall be determined after surplus has been ascertained and necessary reserve created; and

v. The Executive Committee may exempt a member from the obligation to make Regular Thrift Savings for any period during which his circumstances do not permit for such savings, but shall not exceed three (3) months within a particular year.

9.3.2.    Discretionary Contributions (Optional Investments)

i. Members may choose to contribute optional investments which may be used for third-party products offered under the Coop’s Green, Black, Red, Gold, Platinum, Purple or any other product that may be developed from time to time. These contributions are discretionary and managed by Ploutos App Nigeria Limited and Volition Capital Investments Limited on behalf of members and without prejudice to this bylaw. They are not to be used for the operations of the cooperative and returns go to the contributing members only. Membership fees for each discretionary product will be tied to discretionary investments from which members’ entrance and regular share contributions may be debited.

9.4.    Use of Fund

9.4.1.    Internal Fund

i. The Regular Savings of the Society may be held in the form of:

a)   A Reserve Fund

b)   Education fund

c)   Other funds as may be approved by the General Meeting and the Director of Cooperatives Services

ii. The fund of the Society shall be applied only to the furtherance of its objectives in accordance with the provisions of these Bylaws.

9.5.    Capital Expenditure

Share payments and excess revenue shall be available for use as capital expenditure.

9.6.    Production of Cash Balance

The cash balance shall be produced by the Executive Committee at all the Annual General Meeting and Executive Committee meetings and on request by the Treasurer/ Financial Secretary or any other person authorized to do so.

9.7.    Operation of Bank Account

9.7.1.    The Society shall operate separate accounts as soon as it is practicable to be known as:

a)    General Investment Account;

b)    Regular Savings Account;

c)    Special Investment Account

9.8.    Approval Limit of the Executive Committee

Excluding the special investment account managed by Ploutos App Nigeria Limited, the approval limit for the Executive Committee shall be as follows;

9.8.1.    The maximum approval limit of the Executive Committee on any project/venture shall not be more than Ten Million Naira (N10,000,000.00) only subject to review by the Congress from time to time.

9.8.2.    Any fund above the approval limit of the Executive Committee shall be forwarded to the Treasurer who shall authenticate the payment and draw up the comprehensive feasibilities of such projects/ventures.

9.9.    Signatories

9.9.1.    The President (A) and Treasurer (A) shall be the signatories to the Society’s Accounts or any other signatory as stipulated by the Executive Committee. The original document for approval shall be required for any payment.

9.9.2.    Mandate: The mandate shall be A, or as further stipulated by the Executive Committee.

10.     Ploutos App Nigeria Limited

10.1.  Ploutos App Nigeria Limited shall;

10.1.1.  Serve as the main operational and management arm of the Society.

10.1.2.  Determine what investments are suitable for the Society to partake in.

10.1.3.  Have the power to create special investment schemes in which members of the Society may individually choose to partake.

10.1.4.  Communicate with the Treasurer and/or the President of the Society on any such investment schemes.

10.1.5.  Serve as the management company that shall be irrevocably responsible for the management of various vehicles/structures (including companies) set up by the cooperative to enable it to achieve its objectives as stated in Clause 3

11. ‍Volition Capital Investments Limited

Volition Capital Investments Limited shall;

11.1.1.  Serve as fund advisor and in specified cases, fund manager for the Society.‍

12.     Disposal of Surplus/Appropriation Account

12.1.  At the close of each financial year, the Society’s expenses, including the interest payable on deposits, audit and supervision fees, due, shall be deducted from the Society’s income. The net surplus shall be appropriated as follows:

a)       2.5% – Reserve Fund; which shall be employed as prescribed by regulation and in accordance with these Bylaws;

b)      2.5% – Education Fund;

c)       Maximum of 2% – Honorarium which shall be shared between the Executive and other Committee members at a rate agreed to by the Executive Committee;

d)      Minimum of 50% for payment of dividend on shares/savings, subject to the approval of the Congress;

e)       Balance – General Reserve Fund.

12.2.  The appropriation of the net surplus shall be subject to the approval of the Congress and the Director of Cooperative Services.

12.3.  Reserve Fund

The reserve fund is indivisible and no member is entitled to claim a specified share in it. Except as otherwise decided by the General Meeting, it shall be utilized in the business of the Society but may be deposited or invested in accordance with the provisions of the Law.

12.4.  Trading Losses

12.4.1.  Any loss on the year’s working shall if possible be made good from a non-statutory reserve, but if that is insufficient may, with the written permission of the Director of Cooperative Services and by the resolution of the General Meeting be made from the Reserve Fund in which case the withdrawn amount shall be restored as soon as any surplus is earned.

12.5.  Audit and Supervision Fees

Supervision fees at an approved rate shall be paid annually to the Lagos State Cooperative Federation.‍

13.     Books and Account

13.1.  The following Accounts and Records shall be maintained by the Society:

a)   minute book recording the proceedings of General and Executive Committee meetings;

b)   membership and attendance registers showing the particulars and reference of every member of the Society;

c)   register of share payments and bonus payments;

d)  asset register;

e)   invoices

f)   receipts

13.2.  Unofficial Book

No books or accounts shall be kept except those recognized by the Law and these Bylaws.‍

14.     Dissolution of The Society

14.1.  Because the cooperative is sponsored by Ploutos App Nigeria Limited if, at any time, members of the cooperative lose confidence in the cooperative Executive or the sponsoring company, the cooperative may be liquidated.

14.2.  Liquidation: The Society shall be liquidated in accordance with the provision of the Cooperative Law of Lagos State.

14.3.  Disposal of Fund

14.3.1.  On the dissolution of the Society, the reserve and other funds of the Society shall be applied to:

a)   discharge the liabilities of the Society; and

b)   the repayment of the share capital paid up.

14.2.2.  The remainder shall be distributed amongst the members on a pro-rata basis.‍

15.     Miscellaneous Provisions

15.1.  Dispute: In case of any dispute arising in or concerning the Society and its members, internal mechanisms for conflict resolution shall be utilized through the Executive Committee. If not resolved, the disputing parties shall within Fourteen (14) days of the decision of the Executive Committee, appoint a friendly Mediator by a written instrument, pending which the disputants are not permitted to seek any other form of redress or resolution. And the decision of the friendly Mediator shall be final.

15.2.  Seal: The Secretary shall hold in safe custody the seal of the Society on behalf of the Executive Committee. Documents shall be sealed by at least two of the Executive Committee of whom one (1) shall be the Secretary.

15.3.  The General Meeting of the Society may impose fines on members not exceeding Five Thousand Naira (N5,000) only for absence from or lateness to meetings without excuse and disorderliness at meetings respectively.

15.4.  Concerning assets of the Society: The Secretary shall be responsible for the record/register of assets of the Society and the safekeeping of the records/register and the assets.

15.5.  Payment of Honorarium: under these bylaws, statutory committees recognized for the payment of honorarium shall be the Executive Committee and the Electoral Committee based strictly on attendance at Committee meetings. They may choose to waive their honorariums.

15.6.  Amendments of the bylaws

15.6.1.  Any amendment of or addition to these bylaws shall be made by the Congress whenever the need arises. The initiation for the amendment shall be through:

a)   the recommendation of the Executive Committee to the Congress; and

b)   resolution of the Congress at any General Meeting;

c)   through a written request of at least one quarter (1/4) of the members of the Society or when the membership exceeds one hundred (100), on the written request of at least 40 members to the Congress through the Executive Committee, a copy of the request shall be given to the secretary of the Executive Committee.

15.7 Withdrawal of Savings or Investment

15.7.1 In accordance with clause 8.7.4 of the Lagos State Cooperative Society Laws and the executives of Vizient Cooperative, no member can withdraw the whole of their savings or investments except on withdrawal of membership.

15.7.2 If a member so decides to remove part of any amount which it has with the cooperative ahead of investment maturity, such member agrees that;

1. Such fund/money with the cooperative shall be subject to a 20% deduction on the return or the principal if there is no return.

1. If such a member is indebted to the cooperative his debt plus the 20% deduction shall apply

1. If such member ventures into any action or activity that results in any loss, damage, legal cost, cost of proceedings etc. such cost plus the 20% deduction shall be offset against such member’s money/funds with the cooperative and the balance thereafter paid to the member.

SIGNED

VIZIENT EXECUTIVE COMMITTEE