AfCOOP™ Bylaws

AnibabaFarms (Kosofe) Cooperative Multipurpose Society Limited (AfCOOP™) is a hybrid cooperative society with both physical presence and digital operations dedicated to fostering economic empowerment and sustainable prosperity for its members.

Founded on the principles of shared prosperity and industrial excellence, AfCOOP™ is more than an agricultural initiative — it is a diversified investment ecosystem rooted in the spirit of community and mutual growth, providing accessible, high-yield investment platforms and flexible financial solutions that meet the diverse needs of its global members.

Vision

To be a leading cooperative society known for achieving 360° growth for all members through purposive empowerment, sustainable resource management, and setting the benchmark for community economic prosperity.

Mission

We are fully committed to driving the comprehensive prosperity of our cooperators by facilitating strategic collaborations, and responsibly pooling resources to ensure sustainable growth.

Objectives

• Empower Members & Small Businesses: Financial products (Savings, Loans, Investments) and financial education for personal and corporate members.
• Collaboration & Networking: Community approach to mutual support and collective investment, with partnerships across financial institutions and Apex Cooperative Societies.
• Sustainable Development Goals: Eco-friendly practices, financial sustainability, and global SDG partnerships.
• Financial Inclusion: User-friendly digital solutions providing accessible, affordable financial services to underserved persons and businesses.
• Capitalization: Capital raising activities as approved by the General Assembly to support all economic and social objectives.

Membership Types

Eligibility Criteria

• 18 years and above
• Good standing with the AfCOOP Code of Conduct
• Valid and verifiable means of identification and other relevant information as required
• Corporate profile for Business Membership (including board resolution and representative nomination)
• Minimum Share Subscription met
• Means of livelihood demonstrating commitment to monthly savings
• Agreement to AfCOOP operational policies and guidelines

Members' Rights

• Receive regular financial reports and Society updates
• Attend and fully participate in AGMs, EGMs, Roundtables, and Special General Meetings
• Right to vote and be voted for (Ordinary Members)
• Access to the Society's secretariat and its services

Members' Obligations

• Regular monthly savings, share subscription, loan repayments, and other dues
• Share purchases are crucial for sustainability and are refundable only upon withdrawal; a 4% withdrawal fee of total share subscription applies
• Regular attendance at meetings and full participation
• Maintain up-to-date contact information with the Secretariat
• Comply with AfCOOP code of conduct for both online and physical engagements
• Maintain confidentiality of login details and report suspicious account activities

Dormancy / Non-Compliance

Members with no contribution for 6 consecutive months shall be considered dormant. A notice will be issued; thereafter the account is suspended and may only be reactivated upon payment of a ₦2,000 reactivation fee. Dormant members are entitled to their total stake and accrued surplus/loss, but shall not participate in new project/investment opportunities.

Termination of Membership

• Voluntary: Members may withdraw by submitting a written request.
• Involuntary: Revoked for failure to meet financial obligations, policy violations, or behaviors that undermine AfCOOP.
• Death: Membership is automatically terminated; savings, shares, and dividends are distributed to legal heirs or next of kin.
• Dissolution/Liquidation (Corporate): Membership terminates automatically; shares and investments are distributed per AfCOOP bylaws.

Grounds for Disciplinary Action

• Failure to meet financial obligations (late or non-payment of contributions)
• Breach of cooperative bylaws, policies, or contractual agreements
• Conduct detrimental to the reputation, integrity, or smooth functioning of AfCOOP
• Misuse of cooperative assets or resources
• Any form of fraud, dishonesty, or unethical behavior
• Failure to comply with formal decisions made by cooperative leadership

Types of Disciplinary Actions

• Verbal Warning: For minor infractions
• Written Warning: For more serious or repeated offenses
• Suspension: Temporary suspension of membership rights including voting rights and access to cooperative services
• Termination: For gross misconduct or repeated violations
• Fines and Penalties: Financial penalties including reactivation fees or other charges as deemed necessary

Disciplinary Procedure

• Investigation: The relevant committee investigates the alleged misconduct, gathering all necessary information and evidence.
• Notification: The member is formally notified in writing of the alleged violation and proposed disciplinary action.
• Hearing: The member has 14 days from receipt of notification to present their case or defense in writing. Failure to respond within this period is deemed a waiver of the right to fair hearing.
• Decision: The committee will communicate its decision in writing within 7 days of making it, including reasons and any penalties.

Appeals Process

• A formal appeal must be submitted in writing to the Appeals Committee within 14 days of receiving the disciplinary decision.
• The appeal must include the reasons for appeal, supporting documents not considered during initial hearing, and the desired outcome.
• The Appeals Committee will acknowledge receipt within 5 business days.
• An appeals hearing will be scheduled within 30 days of receiving the appeal, if required.
• The Appeals Committee will issue a written decision within 15 business days after the hearing.
• The decision of the Appeals Committee is final and binding. No further internal appeals will be entertained.

AfCOOP operates under a democratic structure where every member has a say. The governance structure includes:

1. The General Assembly (GA)

The supreme decision-making body composed of all active members. Meets at least once annually to review financial reports, elect officers, and discuss key decisions. Decisions are made by majority vote of members present.

2. The Board of Directors (BOD)

The executive body elected by the General Assembly to oversee day-to-day operations. The board consists of not less than 4 and not more than 10 members, including the President, Vice President, Secretary, Treasurer, and other designated officers.

Responsibilities include: policy formulation, approval of budgets, setting loan policies, and general administration.

3. Supervisory Committee

Elected by the General Assembly to monitor and audit the activities of the Board of Directors. Serves 3-year terms, maximum 2 consecutive terms (6 years). Ensures transparency, accountability, and compliance with internal controls, and provides regular reports to the General Assembly.

4. Appeals Committee

An independent body that reviews appeals from members challenging disciplinary decisions. Serves 3-year terms, maximum 2 consecutive terms (6 years). Conducts impartial reviews, avoids conflicts of interest, schedules appeals hearings, and issues written decisions.

5. Operations Committee

Oversees hybrid operations, ensuring seamless coordination between digital platforms and physical branches, and that all cooperative policies are followed.

6. Finance Committee

Manages financial oversight of transactions, ensuring transparency and accountability.

7. Digital and Physical Grievance Committee

Addresses disputes and complaints arising from online interactions and in-person experiences, ensuring fair and timely resolution.

Sources of Funds

• Member Contributions: Monthly savings, share capital subscriptions, and other regular contributions. AfCOOP runs a cashless policy.
• Loans and External Funding: AfCOOP may secure loans from financial institutions or external grants.
• Service / Processing Fees: Charged for processing certain services such as loans.
• Investments: Fixed deposits, government bonds, real estate, and other approved instruments (requires General Assembly approval).

Capital Structure

• Shares: Fully paid subscriptions representing members' contributions to AfCOOP equity.
• Retained Earnings: Surplus reinvested into AfCOOP.
• Reserves: Portion of surplus reserved for future investments.

Shares

Registration is free. Members must purchase a minimum of 1,000 ordinary shares at ₦500 per share. Each member's shareholding shall not exceed 1% of every capital raising the cooperative offers at any given time.

Surplus Distribution

Category	Allocation
Reserve Fund	25%
Dividends (pro-rata)	50%
Bonus on Savings/Loans	10%
Honorarium	5%
Education Fund	5%

Dividends are calculated as: (Surplus – Retained Earnings) ÷ Total Shares × Number of Shares Owned, and transferred directly to members' accounts.

Delayed Payment

AfCOOP grants a grace period of 15 days for contributions. After the grace period, a penalty of 1% per month on the outstanding amount applies until paid. Members receive reminders by SMS or email before and during the grace period.

Personal Loans

• Members may borrow up to 200% of their total savings and shares
• Minimum repayment period: 6 months
• Maximum repayment period: 24 months
• Interest rate: 2% flat monthly
• Loan processing fee: 1% (one-time)
• Insurance fee: 1% of the loan amount
• Must have been an active member for at least 6 months

Business / Corporate Loans

• Up to ₦50 million with duration of 6–24 months
• Loans exceeding ₦50 million are subject to board decision
• Processing within 5–10 business days
• Requires: evidence of business registration, recent bank statements, valid ID of key officers, business plan, and guarantee by 2 active AfCOOP members with total savings/shares in excess of the loan amount
• Finance Committee decision is final and binding

Emergency Loans

AfCOOP offers rapid financial assistance to members facing unforeseen critical emergencies requiring urgent financial attention.

General Loan Provisions

• Maximum of 2 concurrent loan applications per member
• Members may repay loans early — full or partial repayments are permitted
• The Finance Committee is authorized to deduct 4% of total savings from any member who discontinues membership

AfCOOP offers Ordinary Savings and Special Savings (Term Deposits).

Special Savings Accounts

Members may deposit a fixed amount into any of three Special Savings Accounts, choosing a lock-in period of 3, 6, 12, or 18 months. Withdrawals are not permitted during the lock-in period.

Interest rates vary based on savings type and are determined by the Finance Committee.

Early Withdrawal

Digital Operations

• AfCOOP leverages efficient and secure online platforms accessible via web and mobile applications
• Members can access savings, apply for loans, participate in virtual meetings, and engage in training programs online
• Digital tools including online savings systems and secure voting platforms facilitate seamless member engagement
• Regular digital training will be offered to members to improve platform usage

Financial Records and Audit

• AfCOOP maintains hybrid (digital and physical) financial records ensuring both accessibility and security
• Financial statements are reviewed annually by an external auditor and presented at the AGM
• Members have access to financial reports available both at the branch office(s) and digitally

Blended Services

All services can be accessed both physically and digitally, ensuring inclusivity for all members regardless of preference. Hybrid meetings allow members to join physically or virtually.

Member Training and Development

AfCOOP organizes regular hybrid workshops and seminars on financial literacy, business development, cybersecurity, and cooperative management. Members are encouraged to attend to enhance their skills.

General Meetings

• AGMs are held in hybrid format, allowing physical or virtual participation
• EGMs can be convened at the request of the Board of Directors
• Quorum: at least 25 members or one-third of all members
• AGM agenda includes: election of the BOD and committees, presentation of financial reports, and major General Assembly decisions

Board of Directors' Meetings

• BOD meets quarterly in person or virtually
• Emergency meetings can be called by the President or two-thirds of board members
• Quorum: simple majority of board members

• All sensitive data — personal details, financial records, and transactional data — shall be encrypted during transmission and storage using industry-standard encryption methods
• Access to the information system is restricted based on user roles with a multi-tier authentication system including Multi-Factor Authentication (MFA) combining passwords with OTPs or biometric/facial authentication
• Regular automated backups of all critical data will be performed and stored securely in cloud-based systems and offline physical storage
• Antivirus software and firewalls shall be installed and regularly updated on all devices used to access the cooperative's systems
• Full compliance with the Nigerian Data Protection Regulation (NDPR) in handling and processing personal data
• Secure payment gateways with encryption for all online financial transactions; secure digital wallets with proper authentication for deposits and withdrawals
• Regular financial audits by external auditors and frequent financial reconciliations to detect any irregularities
• A real-time fraud detection system monitors all financial activities and logs suspicious transactions
• Adequate insurance coverage to protect against financial losses due to cyber threats, fraud, or theft

Disputes between members, or between members and AfCOOP, will be resolved through the following process:

• This document can be amended by a two-thirds (⅔) majority vote during the General Assembly, with members participating physically or digitally.
• Proposals for amendments may be made by any active/participating member or any member of the Board of Directors.
• Proposals made by an active member must be submitted to the Board at least 30 days before the General Meeting.

In accordance with the Nigerian Cooperatives Act, 2004, AfCOOP may be dissolved by voluntary dissolution (passed by members at a general meeting), dissolution by the Registrar of Cooperatives, or dissolution via a court order.

Voluntary Dissolution Procedure

• A resolution for dissolution is passed during a general meeting, requiring a two-thirds (⅔) majority of members present
• The Registrar of Cooperative Societies is notified within 14 days of passing the resolution
• A liquidator is appointed within 7 days after notification of dissolution is made to the Registrar
• The liquidator assesses financial obligations and settles all outstanding debts and liabilities
• Upon settling all liabilities, remaining assets are distributed among members based on AfCOOP bylaws
• The liquidator prepares final accounts detailing the dissolution process and presents a final report to members at a final general meeting
• The liquidator submits the final report to the Registrar of Cooperatives along with an application for deregistration; once satisfied, the Cooperative Society is deregistered and formally dissolved