Governance
Members decide. The Board leads. The manager works.
One member, one vote, however many shares you hold. The Board is elected by members, an independent Audit Committee checks the books, and VEKAT works under a contract members can end.
The Board of 9
- Chairman
- 3 home members
- 3 diaspora members
- 1 independent accountant
- 1 VEKAT seat, non-voting
3-year terms, one-third retiring each year. A separate Audit Committee of 3 non-Board members checks the books and reports straight to members.
Chairs the founding Board until the first AGM, where members vote to confirm him or elect another Chairman. As he also leads VEKAT Group, he never votes on VEKAT’s appointment, fees or contract.
Read the draft bye-lawsWho decides what
Everyone has one job
| Who | Made up of | Job |
|---|---|---|
| Annual meeting | All members, one vote each, online or in person | Confirms the Chairman, elects the board and Audit Committee, approves accounts, the investment policy and projects over ₦50m |
| Board | 9 people: Chairman, 3 home members, 3 diaspora members, 1 independent accountant, 1 non-voting VEKAT seat | Strategy, approving projects, overseeing VEKAT |
| Audit committee | 3 members who are not on the board, at least one from home and one from the diaspora | Can inspect every book and record at any time, and reports straight to members |
| Local chapters | HomeBridge Edo, Abuja, UK and more | Recruit members, find skills and projects |
| VEKAT Group | Appointed manager under a written contract, reviewed by members at least every 3 years | Day-to-day running, registration and identity checks. Receives the joining fee; never holds share money |
- Annual meeting
- Made up of: All members, one vote each, online or in person
- Job: Confirms the Chairman, elects the board and Audit Committee, approves accounts, the investment policy and projects over ₦50m
- Board
- Made up of: 9 people: Chairman, 3 home members, 3 diaspora members, 1 independent accountant, 1 non-voting VEKAT seat
- Job: Strategy, approving projects, overseeing VEKAT
- Audit committee
- Made up of: 3 members who are not on the board, at least one from home and one from the diaspora
- Job: Can inspect every book and record at any time, and reports straight to members
- Local chapters
- Made up of: HomeBridge Edo, Abuja, UK and more
- Job: Recruit members, find skills and projects
- VEKAT Group
- Made up of: Appointed manager under a written contract, reviewed by members at least every 3 years
- Job: Day-to-day running, registration and identity checks. Receives the joining fee; never holds share money
Checks and balances
Built into the bye-laws
- Bye-law 19
Audit Committee
Three members who are not on the Board — at least one from home and one from the diaspora — elected by the AGM. They can inspect every book and record at any time and report straight to members.
- Bye-law 18
Conflicts of interest
Anyone with a personal interest declares it, leaves the discussion and does not vote. Declarations are minuted and listed in the annual report. Deals with linked people need an independent valuation.
- Bye-law 20
The manager’s contract
VEKAT Group Ltd is paid under a written contract agreed by the Board members without a conflict, led by the independent member, and confirmed by the AGM. Members review it at least every 3 years.
- Bye-law 20.6
Openness
Every fee and payment to VEKAT — and the number and total of joining fees it received — is published in full in the annual report.
- Bye-law 16
General meetings
AGM within 4 months of year end, 21 days’ notice, vote online or in person, up to 5 proxies per member. Quorum: a fifth of members or 50, with at least a quarter each from home and diaspora.
- Bye-laws 16.6, 23
Big decisions
Changing the bye-laws, expelling a member, removing a Board member or dissolving the Society needs a two-thirds majority.
The full rules are in the draft bye-laws, published after legal review.
Abroad and at home, we build together.
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