By Dr. Oyewole Sarumi
_”Justice will not be served until those who are unaffected are as outraged as those who are.” ~ Benjamin Franklin_
On August 7, 2020, President Muhammadu Buhari signed the new Company and Allied Matters Act, CAMA into law.
From all intent, the Act was primarily designed to promote ease of doing business in Nigeria. The main beneficiaries like the National Association of Chamber of Commerce, Industry, Mines and Agriculture, NACCIMA, MSMEs, and Lagos Chamber of Commerce and Industry, LCCI among others welcome the new legislation and commended government for being sensitive to their yearnings.
However, churches and other stakeholders have been throwing “war of words” that government has ulterior motives to ‘control and/or take over their church from them. They forget that the church is God’s property, and they are stewards of the precious promises. God is able to fight for and defend His church!
The contentious areas are the provision of sections 839(1) & (2) and its relation to Trustees of NGOs and faith based organisations. Many construed it as a camelionic or subtlety way of introducing the much vaunted NGO Bill into CAMA 2020. It may be true that the present administration is economical with the truth, but the way and manner the faith based organisation are going about it isn’t going to yield positive results, and the perception that this provision is to checkmate those who are critical of the government is far from the reality on ground. We shouldn’t be worried when there is nothing amiss!
According to a Lagos and Abuja law firm, Garnet Law Practice, in their review of Section 823-850 on Incorporated Trustees, I could extract the following:
First, CAMA 2020 (“the Act”) alters the previous position of the CAMA 1990 on several business and non-business organizations and the Incorporated trustees (such as religious organizations, non-governmental organizations, schools etc.) are not left out.
Second, there are some innovative provisions of the Act as it relates to incorporated trustees especially faith based organisation that are now crying fowl, when there’s no need for such. Let’s examine some of the germane areas of interest:
*1. Merger of Incorporated Trustees*
Under S849, two or more associations with similar aims and objectives can merge. The merger of these organization shall be within the purview of the Commission (“CAC”), which shall prescribe the terms and conditions. In this regard, NGO or any faith based organisation can merge if they feel that it is more likely to become a force to reckon with with a bigger organisation. This is a positive as many churches are too small, sick, stunted, stagnated and may die.
*2. Related Organizations*
S831 of the Act provides that the CAC may direct that an association be treated as forming part of an already registered association. It may also direct that any two or more association having the same trustees be treated as a single association. This is despite the associations not being involved in merger as provided for in S849 above.
*3. Suspension of Trustees and Appointment of interim manager*
The provisions of S839 gives the Commission (“CAC”) the right to suspend the trustees and appoint an interim manager to manage the affairs of an organization where it reasonably believes that there is a misconduct in administration, to protect public interest, the property and object of the organization and where it believes the administration is fraudulent. In this regard, the faith based organisation must open their books for scrutiny by the concerned authorities to ensure they are conforming to standards. What is wrong with this provision? Nothing to my mind.
The suspension is not arbitrary as it can only be done by an order of Court upon the petition of the CAC or members consisting one-fifth of the association. The petitioners are saddled with the responsibility of presenting all reasonable evidence or other evidence as the Court may request in respect of the petition.
Where an interim manager is appointed by the Court with the help of the CAC, his duties shall be set out and those duties are to be discharged to the exclusion of the trustees.
Further to this, a court of competent jurisdiction may, upon the petition of the CAC or members of the association suspend or remove an employee, agent or officer of the organization from office. It may also appoint an additional trustee upon such petition. The power of the CAC to suspend and appoint an interim manager can only be exercised with the approval of the Minister.
The import of this provision is that it gives the CAC and members of the organization the right to ensure that administration is void of misconduct and fraud, while propelling the actualization of the objects of the organization.
*4. Use of Dormant Accounts to track inactive organizations*
The Act provides for Banks of incorporated trustees to notify the CAC where the account is dormant. The account is deemed to be dormant where apart from a payment into the account, or a transaction which the bank holding the account has itself caused to be effected, there has been no transaction on the account within 5 (five) years.
The CAC is to require details and evidence of activities from organizations with dormant account and where this is not given or not satisfactory, the CAC may dissolve the organization. The CAC may then direct the Bank to transfer credits standing in the name of the organization to be transferred to any two or more associations with similar objectives. These associations are to apply the income received solely for the achievement of its aims and objectives.
This power can only be applied by the CAC with the approval of the Minister.
*5. Bi-annual State of Affairs*
The Act requires that Incorporated Trustees submit biannual statement of affairs to the CAC as may be specified by the CAC in a regulation. Failure to submit this makes the trustees liable to a penalty. I believe the churches are afraid of this section as they are controlling huge resources that no one has questions them about all this while. How comparable is this provision in other clime especially where these big Nigeria churches have branches or parishes?
According to the Founder of Grace Outreach Global Church Apostle Segun Aigbogun, “When you start a church in the US, that church is an independent legal entity. It is unlike in Nigeria where the church is centralised. The authority of the state where the church is located sees you as the person that is answerable for anything that goes on in the church especially as it concerns mortgage and other issues.” This CAMA law does not cover this aspect, as the church trustees are still in charge if they conform to the law.
It seems like incorporated trustees of faith based organisations only focus on the HQ churches that registered with CAC as all other branches or parishes are like franchisees. However, the branches or parishes are where the fund comes from, and most have no such trustees, but pastors who are under obligation to remit their collections to the HQ Church. The catch here is that the branches in this Nigerian situation are not distinct entities, so may not be subjected to the dictates of the law, but the Law recognises the registered body as a whole and not in form of its many branches. So, I believe there nothing to worry about. However laws like this are meant to be tested in court.
He further stated that “there is a form 503c which is filled by the pastor of any church in the Western nation especially US. It is the form that makes the church to be tax exempt. If the church defaults on paying mortgage for instance, it is the pastor that will be called to question. If there is any legal issue, it is the pastor that will be called. The government does not know WINNER, RCCG, MFM ANGLICAN etc as a body, it is the pastor of the particular parish that the government knows.” When compared to CAMA, the government recognised the Church as a body, not the pastor, hence the emphasis on Trustees being above board and doing the right thing while doing things right.
*Should the Church be Afraid of CAMA?*
My candid answer is NO. Why? According to Florence Ozor writing in the The Cable online magazine, she stressed the following:
*Suspension of Trustees and Appointment of Interim Manager(s)*
Section 839 (1) empowers the Commission to suspend trustees of an association and appoint interim managers to manage the affairs of the association where it reasonably believes that-
(a) There is or has been misconduct or mismanagement in the administration of the association;
(b) it is necessary or desirable for the purpose of;
i. Protecting the property of the association
ii. Securing a proper application for the property of the association towards achieving the objects of the association, the purpose of the associationof that property or of the property coming to the association,
iii. Public interest; or
(c) the affairs of the association are being run fraudulently.
By the foregoing provision, the Commission can lawfully suspend the trustees of an association on the grounds stated above. If the subsection were to end there, the concerns of unbridled power raised would have been justified, but it does not end there.
Subsection 2 provides as follows:
1. The trustees shall be suspended by an order of Court upon the petition of the Commission or Members consisting of one-fifth of the association, and the petitioners shall present all reasonable evidence or such evidence as requested by the Court in respect of the petition.
Subsection 2 therefore expressly provides for –
A. Who has the locus to suspend the Trustees?
Answer: The Commission and the Members of the association in question.
B. What are the Conditions Precedent before the action for suspension can be heard?
Answer: A petition detailing grounds of a breach as stated above, reasonable evidence, and with Members – a quorum of one-fifth.
C. How can the Trustees be suspended?
Answer: By an Order of Court.
This provision is not ambiguous.
Thus, the discretion of the Commission in its “reasonable belief” is still subject to the approval of the Court, the likelihood of arbitrariness by the Commission in subsection 1 is curtailed by subsection 2; if the Commission (or members) acts outside Sub 2, it is null and void.The Registrar General cannot just wake up on the wrong side of the bed as being touted and suspend the Trustees. The law is not subjective to sleep positions. It is the Law. There are grounds for which evidence must be adduced by people recognized by law to obtain an Order of Court before the power conferred can be exercised.
Subsection 3 provides for the hearing of the petition and the appointment of the Interim Managers by the Court with the assistance of the Commission. The Interim managers are designated by the Court or the appointment of any person who cannot do as otherwise instructed without the approval of the Court.
The Court has the final say, not the Commission and not the Members.
So any grey areas of this law should be tested in the crucible of the law courts rather than cry wolf where there is none by those who feel aggrieved.
It is ludicrous for CAN to say that “Nigeria should not be compared with any other nation when it comes to the relationship between the religious institutions and the government. In Nigeria, people’s religions are tied to their humanity and of course, their life.” The question is why are CAN members churches in ‘other nations’ are obeying the laws of those nations, and scandalising the laws in their country? Me think that what is good for the goose is also great for the gander! Are those churches in those nations where CAN members dare not break their laws aren’t “tied to their humanity and of course, their life”? What a double tongued declaration by leaders that are supposed to upholds morals and integrity?
Our Church leaders are aware that we Nigerians seem to have problem with corporate governance whether in secular or faith-based organizations. They know that we can’t carry our anyhowness to the western world, they will clamp down on you once you break the law. Here, we triumph in operating in impunity and without deterrence. This situation suits our church leaders to keep fleecing their members who are numbed with iconoclastic inoculation of phobia and other demonic consequences upon anyone who descent from their line of thought and reasoning.
My concern is this: we have great laws in Nigeria, the problem we have is the implementation. This is because even the people in government ie. Initiators and Operators of the law will lead in the vanguard of its circumvention at the end with connivance of participants from the concerned organisation. This is the main reas for the unabated and unceasing decadence in morality, probity, honesty and even spirituality in our nation.
Someone said the churches are afraid because of the huge resources the leaders are sitting upon, and they don’t relish being challenged or ever fathom reporting to an authority (forgetting that their churches in Western nations are subject to the authority of those nations). If there is no hypocrisy in the mix, I don’t think there’s anything to be afraid of if we do things right according to the law of the land. That’s what Apostle taught the church in Rome in his days.
This CAMA law is good if corruption won’t kill it as others before it. It is pathetic for us as a nation. Even the church is part and parcel of the downward trend in morals and spirituality.
As I close this piece, may be all those contentions and the initiators of this law have some merit, both might possess some good intention in this CAMA saga, but methinks that faith based organisation especially the churches are using wrong approach as they are not in opposition to the government. Are they? Let’s remember that the religious colouration given to the enactment of this law is unsubstantiated as both churches and mosques are under Part C of CAMA, so why should Christian faith that preaches love and peace be fanning the embers of division in a nation on the precipice?
From history, the reason many of such divisive and anachronistic efforts failed isn’t because of evil intention alone, but because of poor approach by both the operators and the concerned. For me, there must be a balance, as good intention demand good approach to obtain good results in any situation we find ourselves. Jim Rohn said “you must change your approach in order to change your results”. A faith based group should not act like a party in opposition!
We all know that approach is about the how, process and procedures of getting things done. So, for CAN to obtain better results, they must improve on their approach to the issue on ground. Why? It’s approach that improves the grade of result.
Intention is the aim and picture of what you want done, but approach is about how to arrive at the desired results, with least noise, preserved energy, short time and excellence.
So, from the moment we catch the picture of what to do, we ought to be busy thinking on the approach to get it done or repudiated if there’s any modicum of salvage remaining thereafter.
My position is if CAN want the result to change, then they need to improve or polish their approach, and become systematic as many things are weirdly connected in today’s world. Pope Paul VI said “If you want peace, work for justice.”
Most experts are of the opinion that the final bus stop for interpretation and application of CAMA is the court. This is what should be done, and ought to be done.
“True freedom requires the rule of law and justice, and a judicial system in which the rights of some are not secured by the denial of rights to others.” ~ Jonathan Sacks
_Dr. Oyewole Sarumi, a Pastor and Leadership Performance Coach writes from Lagos._
