Transparency · Governance
How we govern.
Elitesgen Wellbeing Foundation is a Nigerian nonprofit (Incorporated Trustees under CAMA Part F). Apps, engineering, and commercial programs are operated by Elitesgen Egen Limited, a Nigerian company. A US Delaware 501(c)(3) parent (Elites Generation Foundation, Inc.) is in formation and will serve as the global holder of the mission and commitments once incorporation and IRS determination are complete. See Governance for the full structure.
This page is the short, honest account of how the Foundation governs itself: the shape of the entities, the role of the Board, the role of members, the commitments locked into the charter, and the deliberately difficult process for changing any of it.
- Parent
- Elitesgen Wellbeing Foundation
- Subsidiary
- Elitesgen Egen Limited
- Tax status
- Nigerian nonprofit (Incorporated Trustees); US 501(c)(3) in formation
- Board size
- 5 to 9 directors
Structure
A Foundation with a subsidiary.
Today, the Foundation’s charitable work is carried by Elitesgen Wellbeing Foundation, registered in Nigeria as Incorporated Trustees under CAMA Part F. It holds the mission locally and is the current home for Nigerian programs and donor relationships.
Elites Generation Foundation, Inc.is in formation as a Delaware nonprofit, with the 501(c)(3) application to follow. When established, it will serve as the global parent, hold the mission, the brand, the research, and the irreducible commitments, and operate the free core of the platform as a public benefit. The Nigerian and US Foundations will operate under a formal affiliation agreement; Nigerian nonprofits cannot be “owned,” so the relationship is contractual, not corporate.
Commercial activities today are operated by Elitesgen Egen Limited, a Nigerian private limited company. This entity runs engineering and revenue-generating programs (the romantic connection track, enterprise products, Academy SaaS, Active).
Elitesgen, Inc. will be formed in Delaware as a wholly-owned taxable subsidiary of the US Foundation. Elitesgen Egen Limited will then become a wholly-owned Nigerian subsidiary of Elitesgen, Inc. via share-for-share exchange. Profits will flow back to the Foundation under a documented services agreement.
Transfer pricing between the two entities is documented, reviewed by outside counsel, and accounted for in each annual filing. The split is legal and financial, not experiential: the person using the app does not perceive it.
Why a subsidiary
Activities with commercial intent (particularly the romantic track and enterprise licensing) fit cleanly in a taxable subsidiary. Keeping them out of the Foundation protects charitable status and keeps IRS scrutiny simple.
Why the Foundation owns the subsidiary
So the mission flows down. A majority of the subsidiary Board is appointed by the Foundation Board. Subsidiary policy cannot contradict Foundation policy.
Why this hybrid shape
It is the Mozilla / Signal / Wikimedia pattern, chosen because it is proven, legible, and lets us pay engineers market-rate while keeping the core free forever.
The Board
Fiduciary stewards of the mission.
The Foundation Board has five to nine directors, elected annually. It is composed of independent technologists, a public-health or wellbeing domain expert, a community- organising expert, a finance and audit voice, and a legal and nonprofit expert. The founder sits on the Board; the majority are independent.
The Board’s core duties are fiduciary: preserving the mission, approving the budget, hiring and evaluating the CEO, and ensuring legal and regulatory compliance. The Board does not run the organisation day-to-day. It governs.
Independence
A standing conflict-of-interest policy. Directors disclose outside interests annually. Decisions that touch a director's interests are recused.
Compensation committee
An independent committee of the Board sets executive compensation. The Board approves it. Ranges are published on the 990.
Audit committee
Independent directors only. Selects the auditor, reviews the audit, signs off on the financials.
Elections
Directors serve staggered terms and are re-elected on a cycle. The roster publishes on the About page the day it is ratified.
Board formation
Board recruitment is in progress as of 2026. The founding Board will be announced when the Foundation charter is filed. Read the Board page →
Members
Community voice, not community control.
Sustaining Members are invited to an annual general meeting and sit on a standing advisory council that meets quarterly with leadership. The council is advisory, not binding. That is deliberate. Binding control via a distributed membership is operationally heavy and slows the Foundation in ways that do not serve the mission at this stage. Advisory voice, on a record, is enough weight to keep the work honest.
Charter commitments
Locked in. On purpose.
The commitments below are written into the Foundation charter. The charter is difficult to amend by design. A future board, a future funder, and a future leadership team cannot quietly unwind them.
The full set of principles lives on the principles page.
In the charter
Free forever at the core. No behavioral advertising. No selling of individual user data. Outcome measurement before engagement metrics. Transparent-by-default posture. Mission-drift guardrails.
In policy
Specific product designs, specific membership tiers, specific partnership terms, specific operating processes. These can change as the organisation learns.
The distinction matters
The charter is for the things that, if they changed, the Foundation would no longer be the same institution. Policy is for everything else.
Bylaws and policies
Public on day one.
A serious nonprofit publishes its governing documents. On the day the Foundation is incorporated, the bylaws and the policy set below publish on this page. As policies are updated, the prior versions are retained so the history is legible.
Bylaws
The governing document, including the rules for Board composition, elections, meeting conduct, amendment, and dissolution.
Conflict-of-interest policy
For directors, officers, and staff. Annual disclosures; recusal rules; gift acceptance limits.
Whistleblower policy
Protects any member, staff, or director who reports a concern in good faith. Retaliation is prohibited and monitored.
Gift acceptance policy
What gifts we accept and from whom. The right to decline gifts from sources that contradict the mission.
Records retention policy
What organisational records are kept, for how long, and how they are disposed of when retention ends.
Amendment
Difficulty is the feature.
Amending the Foundation charter requires a supermajority of the Board, a written rationale published for member comment, and a cooling period before the vote. This is deliberately slow. The things in the charter are the things we do not want a future board to change quickly under pressure. Policy can be revised with Board approval on a normal cadence.
Meet the Board.
Board formation is in progress. The founding directors will be announced when the Foundation charter is filed.