Back to the ClubFOUNDING INSTRUMENTS · WORKING DRAFT

Institutional architecture

Built to outlive
its founders.

Four integrated instruments designed to establish the Ebira Economic Club as a credible, governable and generational institution.

DOCUMENT 01

Master Constitution

Founding constitutional framework for Nigerian incorporation and institutional governance.

Status: constitutional working draft. It should be reviewed by a Nigerian legal practitioner and aligned with the final CAC filing before adoption.

Article I — Name and Status

The organisation shall be known as the Ebira Economic Club (the “Club”) and registered in Nigeria as the Incorporated Trustees of the Ebira Economic Club. It shall be independent, nonpartisan, not-for-profit and perpetual in succession, with powers exercised solely in furtherance of its objects.

Article II — Vision

A prosperous, productive, inclusive and globally competitive Ebiraland in which enterprise flourishes, talent is developed and opportunity passes from one generation to the next.

Article III — Mission

To convene leadership, mobilise knowledge and lawful capital, originate partnerships and advance evidence-led initiatives that expand enterprise, employment, human capability and shared prosperity across Ebiraland.

Article IV — Objects

The Club shall promote economic research; entrepreneurship and industry; investment readiness; education and human capital; infrastructure advocacy; diaspora engagement; annual economic convenings; and any lawful activity incidental to these public-benefit objects.

Article V — Nonpartisanship and Public Benefit

The Club shall not endorse candidates or parties, become an instrument of government, clan, faith or private commercial interest, or distribute income or property to members. It may engage constructively with all lawful authorities on development questions.

Article VI — Membership

Membership shall comprise Founding, Full, Professional, Diaspora, Institutional, Emerging Leader and Honorary categories. Admission shall be merit-based, values-aligned and governed by published criteria. Membership confers stewardship duties, not ownership rights.

Article VII — General Assembly

The General Assembly is the deliberative body of members. It shall receive annual reports and audited accounts; elect eligible directors where provided; approve constitutional amendments; and hold leadership to the objects and values of the Club.

Article VIII — Board of Trustees

The legal custodians shall be not fewer than two and preferably five to seven persons of recognised integrity. Trustees shall protect mission, property, regulatory compliance and succession, without directing routine operations.

Article IX — Governing Council

A Governing Council of nine to fifteen members shall set strategy, approve policy and budget, supervise risk and executive performance, and protect independence. No single family, clan, political tendency, commercial interest or profession may dominate it.

Article X — Officers

The principal officers shall be Chair, Vice-Chair, President/Chief Executive, Treasurer, Secretary and such additional officers as the Council approves. The Chair shall lead governance; the President shall lead execution. These offices shall not ordinarily be combined.

Article XI — Executive Secretariat

The President/Chief Executive shall appoint a professional Secretariat within an approved structure and budget. Staff shall be selected on competence, subject to written employment, safeguarding, confidentiality and conflict-of-interest rules.

Article XII — Standing Committees

Standing committees shall include Governance and Nominations; Finance, Audit and Risk; Investment and Capital Mobilisation; Programmes and Impact; Membership and Ethics; and Research, Policy and the Economic Forum.

Article XIII — The Ebira Economic Forum

The Forum shall be the Club’s flagship annual convening. It shall publish an agenda, originate partnerships, record commitments and issue a transparent post-Forum delivery report. The Forum is a programme of the Club, not a separate sovereign body.

Article XIV — Economic Intelligence Unit

The Unit shall operate with analytical independence, publish credible data and disclose methodology, limitations, funding and conflicts. No sponsor may purchase or suppress a research conclusion.

Article XV — Finance and Property

All income, assets and property shall be applied solely to the objects. Bank mandates shall require dual authorisation. Annual budgets, management accounts, procurement controls, reserves and delegated authorities shall be approved in writing.

Article XVI — Investment and Restricted Funds

Institutional reserves shall be invested only under an approved Investment Policy Statement. Donor-restricted funds shall be separately tracked. The Club shall not conduct regulated investment business or invite public investment except through appropriately authorised structures and advisers.

Article XVII — Conflicts and Related Parties

Every leader shall declare actual, potential and perceived conflicts on appointment and annually. Interested persons shall withdraw from deliberation and voting. Related-party transactions require independent review, documented value and enhanced disclosure.

Article XVIII — Ethics, Dignity and Safeguarding

The Club shall prohibit corruption, discrimination, harassment, exploitation, retaliation and misuse of influence. Whistleblowing and safeguarding concerns shall be handled confidentially, independently and without victimisation.

Article XIX — Meetings and Decisions

The Constitution shall prescribe notice, quorum and voting thresholds. Ordinary decisions shall be by simple majority; constitutional amendment, removal of a trustee and dissolution shall require at least a two-thirds majority and all statutory approvals.

Article XX — Accountability

The Club shall prepare annual audited financial statements, an impact report, a governance statement and a register of material interests. The Council shall appoint an independent auditor and establish an internal assurance programme.

Article XXI — Tenure and Succession

Council and trustee tenure shall be fixed, staggered and renewable only once unless exceptional transition provisions are approved. Succession shall be competency-based and no founder shall possess permanent veto, hereditary office or unilateral appointment power.

Article XXII — Chapters and Affiliates

Chapters may be established under written charters. They shall use the Club’s identity only while compliant with governance, financial, data and reporting standards. No chapter may bind the Club without delegated authority.

Article XXIII — Amendment

Amendments may be proposed by the Council or a prescribed proportion of members, circulated with adequate notice, approved by the required supermajority and filed with the Corporate Affairs Commission where required.

Article XXIV — Dissolution

Upon lawful dissolution, liabilities shall first be settled and remaining property transferred to one or more Nigerian not-for-profit bodies with similar public-benefit objects. No surplus shall be distributed to members, founders or officers.

DOCUMENT 02

Leadership Structure

Clear separation between legal custody, strategic governance, executive management and counsel.

01

Board of Trustees

Legal custody, constitutional integrity, property, regulatory accountability and protection of the mission in perpetuity.

02

Governing Council

Strategy, policy, budget, executive oversight, risk, performance and preservation of institutional independence.

03

President & Chief Executive

Accountable executive leader responsible for strategy implementation, partnerships, people, resources and institutional performance.

04

Executive Secretariat

Chief Operating Officer; Director of Economic Intelligence; Director of Investment & Partnerships; Director of Programmes & Impact; Director of Membership & Global Network; General Counsel/Company Secretary; Finance Director; Communications Director.

05

Standing Committees

Governance & Nominations; Finance, Audit & Risk; Investment & Capital Mobilisation; Programmes & Impact; Membership & Ethics; Research, Policy & Forum.

06

Advisory Councils

Global Advisory Council; Traditional and Community Council; Youth and Future Leaders Council. Advisory bodies provide wisdom and reach but do not displace fiduciary governance.

TrusteesFour years · one renewal
CouncilThree years · one renewal
ChairMaximum six consecutive years
President/CEOPerformance contract · annual review
DOCUMENT 03

Launch Plan & Strategy

A disciplined 12-month institutional launch, followed by a two-year scale programme.

Launch principle
Credibility before publicity.
Days 0–45

Phase 01 · Foundation

Reserve name; constitute founding steering group; agree constitution; identify independent trustees; complete incorporation preparation; secure domain, brand and protected records.

Days 46–90

Phase 02 · Institution

Appoint inaugural Council; adopt governance policies; open controlled bank accounts; approve first-year budget; commission baseline economic research; recruit lean Secretariat.

Months 4–6

Phase 03 · Founding Circle

Conduct private listening sessions across the five core LGAs and diaspora centres; enrol 50–100 founding members; establish partnerships; announce the Economic Intelligence Unit.

Months 7–9

Phase 04 · Public Launch

Release the State of the Ebiraland Economy baseline; unveil three tightly scoped flagship initiatives; launch the global membership campaign and public accountability dashboard.

Months 10–12

Phase 05 · Economic Forum

Convene the inaugural Ebira Economic Forum; publish the Ebiraland Economic Compact; secure named commitments with owners, dates and measures; issue a 100-day delivery update.

Years 2–3

Phase 06 · Scale

Strengthen chapters, institutional partnerships and recurring income; establish programme reserves; evaluate independently; prepare any future regulated capital vehicle separately.

Non-negotiable launch gates

  • Incorporation and governance adopted before public fundraising
  • Banking, dual authorisation and financial controls operational
  • No flagship programme without owner, budget, baseline and measure
  • No public economic claims without evidence and methodology
  • No political endorsement, partisan patronage or personality cult
DOCUMENT 04

Funding Philosophy & Investment Plan

Permanent institutions diversify income, protect independence and never confuse philanthropy with regulated investment activity.

Capital is not the mission. It is a disciplined instrument placed in service of the mission.
01

Operating Fund

Membership dues, institutional subscriptions and unrestricted gifts fund the Secretariat, research and core governance.

02

Programme Funds

Restricted grants and sponsorships support approved education, enterprise, infrastructure and research programmes with separate reporting.

03

Institutional Reserve

A board-designated reserve protects continuity. Capital preservation, liquidity and diversification take priority over return maximisation.

04

Catalytic Grants

Recoverable grants, challenge funds and technical assistance can de-risk enterprises without promising financial returns to donors.

05

Future Investment Vehicle

Any pooled, return-seeking vehicle must be legally separate, professionally managed, independently governed and structured with SEC-registered advisers and operators.

Institutional reserve policy

Primary objectivesPreserve capital; maintain operating liquidity; protect purchasing power; earn prudent long-term returns.

Indicative posture12–18 months of core expenditure in cash and short-duration instruments before material allocation to longer-horizon assets.

GovernanceInvestment Committee recommendation; Council approval; independent custody; quarterly reporting; annual policy review.

ProhibitionsNo speculation, leverage, undisclosed related parties, founder-directed trades, political lending or unregulated public fundraising.

Regulatory boundary

The Club will not promise returns, pool public investment money, manage third-party portfolios or issue investment products through the Incorporated Trustee. Any future Ebira Development or Enterprise Fund offering financial returns must be separately structured following Nigerian legal, tax and SEC advice and use appropriately registered operators.

REGULATORY BASIS

Designed for responsible adoption.

CAC · Incorporated Trustees SEC · Collective Investment Schemes SEC · Registered Operators