Thread by @TJ_Insuranceman

Many people have not studied the new CAMA document; its bulky; 600 pages+; and yet many especially Christian leaders have expressed such profound opinions on it and are brimming with plenty of anger.

#Thread

In the past one week or so, so much furore has greeted the signing into law of the Companies and Allied Matters Act, 2020 by the President, Mohammadu Buhari on 07 August 2020. Most of the complaints have come from a section of the church. - -2

I have read different comments and opinions from people from all works of life, not least lawyers, politicians and clergy men and or their followers alike. The comments no doubt reflect the biases of their respective constituencies....-3

I therefore feel compelled to add my voice to these from the perspective of a senior lawyer and a Pentecostal Pastor of about three decades. I also run a “Not – For – Profit” organization which seeks to help men and fathers become more alive to their responsibilities --4

CAMA
The Act comprises a total of 870 sections spread over 604 pages. Only a few sections of these deal with “Not – For – Profit” organizations. Apparently, d Act covers a wide range of areas on Company law and related subjects. Its sheer volume speaks eloquently to that fact. 5

I would like to point out by way of a general comment that the Act is not perfect. That being said, I am yet to see an Act that is perfect. However, every Practitioner and user of it will agree that it is long overdue for review. ...6

Every law is tested only when its provisions are interpreted by the courts. I imagine this will not be an exception....7/

These comments are made easier because it is focused on just the few sections. These are Sections 823 to 839. In summary, Sections 823 to 835 provide for the registration of voluntary organizations such as religious, educational, customary, social, cultural, sporting, etc...8/

by their trustees who shall not be less than two in number, the qualifications of such persons to hold office as trustees, replacement of trustees and or their objects, etc. As those sections do not come into play in the raging feud, I do not intend to dwell on them...9/

Section 838 provides for how to deal with the income and or assets of the Association namely, that it shall be applied in and towards the declared objectives of the Association as contained in its Constitution. The ‘offensive’ Section seems to be Section 839 of the Act....10/

For the advantage of those who may not have seen or read it, I set it out hereunder in full...11/

“SUSPENSION OF TRUSTEES, APPOINTMENT OF INTERIM MANAGERS, ETC

Section 839 (1) The Commission may by order suspend the trustees of an association and appoint an interim manager or managers to manage the affairs of an association where it reasonably believes that –12/

(a) There is or has been any 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,...13/

(ii) Securing a proper application for d property of d associatn towards achieving d objects of the association, d purposes of d associatn of that property or d property coming to d association,
(iii) Public interest; (c) d affairs of d association are being run fraudulently 14/

(2) The trustees shall be suspended by an order of Court upon the petition of the Commission or members consisting one-fifth of the association and the petitioners shall present all reasonable evidence or such evidence as required by the Court in respect of the petition. ..15/

(3) Upon d hearing of d petition, & d appointment of d interim manager, d Court, with d assistance of d Commission, may make provision with respect to d functions to be performed by d interim mgr or mgrs who will be an individual as d court may, from time to time designate, ..16/

1) The Commission may by order suspend the trustees of an association and appoint an interim manager or managers to manage the affairs of an association where it reasonably believes that —...17/

(a) there is or has been any 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,...18/

(ii) securing a proper applicatn for d property of d associatn towards achieving d objects of d associatn, d purposes of d association of that property or of d property coming to d associatn,d(iii) public interest; or (c) d affairs of d association are being run fraudulently. 19/

(2) The trustees shall be suspended by an order of Court upon the petition of the Commission or members consisting 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..20/

(3) Upon the hearing of the petition and the appointment of the interim manager, the Court, with the assistance of the Commission, may make provision with respect to the functions to be performed by the interim manager or managers appointed by the order -...21/

(a) d powers & duties of d interim mgr or mgrs which may include the powers & duties of d trustees of d association concerned; &
(b) any power or duty specified under paragraph (a) to be exercisable or discharged by d interim manager or managers to d exclusion of d trustees..22/

(4) The functions shall be performed by the interim manager or managers under the supervision of the Commission.

(5) The reference in subsection (1) to misconduct or mismanagement extends to the employment for —23/

(a) the remuneration or reward of persons acting in the affairs of the association, or

(b) other administrative purposes, of sums which are excessive in relation to the property which is or is likely to be applied or applicable for the purposes of the association...24/

(6) A court of competent jurisdictn may, upon d petition of d Commissn or members of d associatn —
(a) order or suspend any person, officer, agent or employee of d associatn frm office or employmt, provided that such suspensn does not exceed 12 mths frm d date of d order...25/

(b) by order apoint such number of additional trustees as it considers necessary 4 d proper adminstratn of d asociatn; (c)by order (i) vest any property held by or in trust for d asociatn in d oficial custodian, who shall be a person so designated by d court frm time to time 26/

(ii) require the persons in whom any such property is vested to transfer it to the official custodian who will be an individual as the court may, from time to time designate, or

(iii) appoint any person to transfer any such property to the official custodian;...27/

(d) order any person who holds any property on behalf of the association, or of any trustee for it, not to part with the property without the approval of the Court;...28/

(e) order any debtor of the association not to make any payment in or towards the discharge of the debtor's liability directly to the association but to make such payment into an interest yielding account held by the Commission for the benefit of the association;...29/

(f) by order restrict (regardless of anything in the trusts of the association) the transactions which may be entered into, or the nature or amount of the payments which may be made, in the administration of the association without the approval of the court; or.....30/

(g) by order apoint an interim mgr to act as receiver & mgr in respect of d property & affairs of d associatn.

(7) Wher at any time afta d Comision has made an enquiry into d affairs of the asociatn, it is satisfied as to d maters mentioned in s.s 1 it may suspend or remove 31/

(a) any trustee who has been responsible for or privy to the misconduct or mismanagement or whose conduct contributed to or facilitated it; or

(b) by order of the Court, establish a scheme for the administration of the association....32/

(8) The court may by order replace a trustee removed under subsection (7).

(9) A person who contravenes an order under subsection (6) (d), (e) & (f) commits an offence & is liable on conviction to fine as d Court deems fit or imprisonment for a term of 6 months or to both..33/

(10) The Commission may make regulations in respect of —

(a) the functions, powers and remuneration of the interim manager and the manner in which the interim manager shall make reports to the Commission; and...34/

(b) making reports to d Comisn, & such other things as may be necesary for d efectiv admin of d asociatn during d period of its interim administration.

(11) D Commission shall only exercise its power under dis sectn in respect of any asociation with d aproval of d Minister” 35/

It should be pointed out that the Act did not specifically mention church, mosque or any particular religion. The Act primarily seeks to introduce long overdue reforms into Companies Affairs and specifically, among other aspects, in the area of ease of doing business....36/

Having read these areas of the Act dealing with the ease of doing business in Nigeria, I must commend the efforts of the drafters, which no doubt will open up our economy and allow much needed Foreign Direct Investment (FDI) into the country, if properly implemented...37/

Notwithstanding, some interests (including some from my constituency – d legal profession) may still not be pleased with some of these sections, which is d point earlier made that no law can be perfect and we must keep reviewing them from time to time as circumstances change..38/

THE GROUSE OF SOME SECTIONS OF THE CHRISTIAN COMMUNITY:

The fears expressed by some sections of the Christian community is that Section 839 of the Act is a surreptitious attempt by government to control the church and stifle it...39/

IF indeed there is a covert plan to harm or destroy the church by any government; past, present or future - the concerns would be legitimate and as a member and a leader of the Christian community, I will not stand by idly and watch....40/

However, if such allegation is based on Section 839 of CAMA, regrettably, I am unable to agree with the proponents of such a theory for a host of reasons. ...41/

Firstly, d Act seeks to regulate d conduct of businesses of all classes as it is d responsibility of govt, which includes companies of all descriptions, associations, including charitable organizations such as churches, mosques, educational institutions, social clubs and all..42/

It is the same laws that regulate the operations of Banks and Financial Institutions by, among others, restricting the term of office of its CEO to ten (10) years, increase the capital base, etc...43/

There has also been the argument that it was the Presidency that was responsible for the Act. Apparently, I do not know who sponsored the Bill and I cannot hold brief for the government but as a lawyer, I am aware that it was an Act of the National Assembly (NASS)....44/

by which is meant, all our reps across d length & breadth of Nigeria enacted d law & it was signed by Mr. President when it was placed before him. It is no gainsaying that d NASS is comprised of people of all faiths, beliefs & prejudices,... Moslem clerics & Pastors, etc. ...45/

This is the way we have all chosen to make our laws and invariably some interest groups will not always be happy with some laws or sections of it....46/

D process of making a law under a Presidential system dat we run is such dat it affords everyone d opportunity to lend their voices to or against any law during d ‘making’ process. 1st, it is widely circulated & then open to members of d public a& particular interest groups...47/

to make presentations as to why they consider a portion or whole of it repugnant or objectionable. The Bill then goes through first, second and third readings before a technical committee meets to finalise it and then passed on to the President for his assent. ...48/

As a lawyer, I am aware these procedural steps were followed in this case and several interest groups made representations to the NASS.

What worries me here is that it would appear that the Christian community was asleep or chose to ignore participation in the process...49/

I was privileged to have served at some point in time as the National Legal Adviser to the Pentecostal Fellowship of Nigeria (PFN) when Pastor Ayo Oritsejeafor was President, and when the Association was having similar issues with a particular law,...50/

I had counselled at the time that “fighting” a law is undertaken while it is being enacted and not after it’s promulgation but during the process of enacting it. I suggested at the time that either PFN or CAN or the whole Christian community set up a standing Committee ...51/

to be made up of Christian lawyers, legislators, professionals, etc, who would monitor what laws were being planned and to get actively involved in the process, by pushing its own agenda. ....52/

I further suggested that as a community, Christians could even further its own agenda by sponsoring bills that could aid their vision as well. I am certain we have an array of the very best materials in these areas....53/

Regrettably, I am unsure if this was done for, if it was, d story might have bin diferent today. I suppose it is not too late.

Of particular concern to me is d objection by a section of d church leadership in the country that has been so vocal & even threatening govt...54/

on d performance of its Constitutional duty to make laws for our country. As I alluded earlier, as a Christian & a Pastor, I do not see what disadvantage d church will suffer from d provisions of section 839 of CAMA over and above other religious and charitable organizations..55/

I have seen and read some distortions on the relevant provisions to the effect that churches would be liable to taxes, but I cannot find any such provision in the Act. By law, Not-For-Profit organizations are not taxable; whether that be a church, mosque or whatever. ..56/

My wife and I run a few. However, if we decide to diversify any of our charitable organization’s funds into a commercial venture whereby we make a profit, we would become liable to tax and it would make no difference that the parent body is a charitable organization.....57/

The taxable income would be limited to the business aspect of the organization so, if I decide to go into the business of printing from my charitable organization and make profit, that income would be taxable. ....58/

Now, to the argument that Section 839(1) is designed to take over churches. The section provides for the suspension of trustees of an association and to appoint an interim manager over its affairs (administrative) under certain specified conditions....59/

I would've tended to agree with that argument if that section ends there, but it does not rather, it has three other s.s under (1) and additional 10 other sub-sections, all of which have to be read communally and not in isolation under the rules of interpretation of Statutes. 60/

I will suggest that every Christian who has one misgiving or the other go and read it, even if a layman, and if necessary, consult a lawyer. No one should rely solely on what someone’s views are, but we must educate ourselves so we can proffer sound argument on any point. ..61/

With profound respect to d proponents of dis argument, I'm unable to agree with them. On d face of it, d Sectn does not say so & in d interpretatn of statutes, it is not permisible to import into a law wat it does not say, especialy where d words employed are unambiguous. 62/

Sub-section (a) of Section 839 provides an instructive condition precedent to the suspension of the trustees and interim take-over of an association, and it is that IF there has been any misconduct or mismanagement in the administration of the association,...63/

or IF it is necessary or desirable for the protection of the property of the association or ensuring its proper application towards its set objectives. Sub-section (c) states that this power may be exercised if the affairs of the association are being run fraudulently. 64/

To further allay the fears in some quarters, sub-section (2) then provides that an Order of court would be required to do this and in approaching the court by the Petitioner or the Registrar-General (RG), the application must be supported by 20% of the association...65/

who shall also present all reasonable evidence of their alegations to d court. It is ambiguous whether the 20% here speaks to d trustees or d larger org which could be hundreds of thousands. I submit dat common sense can only sugest dat it is referring to 20% of d trustees. 66/

For d avoidance of doubt, I'm a strong proponent of accountability & transparency in both private & public lives & more so, in religious settings which are to exemplify what their followers must seek to imbibe bcos basically, dis acords with what d Christian religion teaches. 67/

See: 1Cor.4:1-2, 2Cor.8:20-21. Paul says in 2Cor.8:20-21 thus:

21 “Avoiding this, that no man should blame us in this abundance which is administered by us.

22 “Providing for honest things, not only in the sight of the Lord, but also in the sight of men.”..68/

The Bible is replete with verses enjoining us to be accountable as stewards of the manifold blessings of God, and this is precisely what most serious churches teach and try to live by, which is why several people are attracted to some of them in the first place 69/

BASIS OF REGULATION OF NOT-FOR-PROFIT ORGANIZATIONS:

When a person or group of persons apply to register a charitable organization otherwise known as “Not-For-Profit” organization, the implications are that he is undertaking a venture that would benefit the society ....70/

and therefore, government would confer on it some privileges such as exemption from taxes. In consideration, whatever funds that come into it is for the public and not for personal use. Consequently, the organization is accountable to government so govt....71/

must regulate the organization to ensure that its funds are properly applied in and or towards its declared objectives. This is a sacred duty government owes to its citizens and it would amount to gross abdication of that responsibility if government fails to do so. 72/

Every responsible citizen pays tax as he is obliged to do, but if govt decides to exempt some bcos of d value they add to d society, dat org has both legal & moral obligations to be accountable for funds contributed to it. This is the int'l best practice all over the world. 73/

In my view, this should be a given and not open to debate. Assuming for a moment that bad motive is behind the law in question, it would be literally impossible for any church that’s complying with the law to fall victim of it. ....74/

When the enemy wanted to trap Daniel on the laws of the land, here is what the Bible says in Dan.6:4-5

“4 Then d presidents and princes sought to find an occasion against Daniel concerning d kingdom; forasmuch as he was faithful, neither was there any error or fault in him. 75/

There is no nation on earth that can be run without laws. The alternative would be chaos and violence. .., all that those sections seek to do is to ensure probity, accountability and transparency by all associations operating in the country; ...76/

whether they be churches, mosques, social or academic so long as they are not for profit and are non-tax paying. They cannot eat their cake and have it. 77/

I shudder to ask why d largest churches which are largely orthodox such as the Catholic & Anglican in Nigeria are not complaining about the law. Certainly, they have the highest nos of adherents a& if they are comfortable with the law, we should be asking the right questions. 78/

Only this August, the UK Charity Commission was reported to have taken over the management of a popular Nigerian church in the UK for what it described as breaches of the Charity Commission’s laws and Regulations. ...79/

The same rules apply in the US to charitable organizations, including churches. Internationally acclaimed preachers in the US have been and are being indicted regularly under identical laws and the heavens did not fall. ...80/

Many may remember that only late last year or so, d sitting American President’s NGO, Donald J. Trump Organization, was indicted for mismanagement of its funds and ordered to refund about $2m to public coffers. Additional disciplinary measures were also taken against the org..81/

Why should Nigeria or any association be an exception? I can see none. The world has become a global village and transparency and accountability have become the twin pillars upon which it is being built. ...82/

I have no doubt that d our church & its leadership as I know it has no problem with accountability & transparency as they comply with similar laws in abroad, where they have churches. I believe that what those who have misgivings need is proper education by their lawyers...83/

It would be instructive to hear from those opposed to the law to point out the material differences between the parallel laws in the UK and the US which they obey dutifully and CAMA that they are so venomously opposed to....84/

This will help us to better appreciate their positions & ascertain if there are any marked differences in d laws. From my knowledge of those laws, there is no material difference with ours. Perhaps, they should also explain why they abide by d laws abroad and not in Nigeria ..85/

NOW THE LAW HAS BEEN ENACTED, WHAT NEXT?

No matter what position we all take on the matter, the fact remains that it is now the law of our land and as law-abiding citizens, we have a civic duty to obey it with dire consequences for disobedience. ...86/

This does not mean that we are all happy with it, but as I alluded to earlier in this write-up, objections to some of its provisions ought to have been taken long before now. But this does not mean that aggrieved parties are left without remedies...87/

Firstly, they can approach the NASS for an amendment of the sections they are unhappy with. However, as previously articulated in this paper, it will be a difficult task in these circumstances to find justification to seek its removal from the law ....88/

The other remedy available to any org that is unhappy with d law is to apply to de-register as a Not-For-Profit. Happily under the Act, it is not mandatory for an NGO such as a religious org to be registered because under the Act, an org can voluntarily choose not to register 89/

or opt out of registration and thereafter, government will not be able to regulate it. However, once it is de-registered, it loses all its privileges, including but not limited to its tax exempt status....90/

Conclusion:

The time has come for the church to self-regulate its affairs by being accountable in matters of administration and finance, and to make the conduct of its business transparent, so that there would be no need to be regulated by government...91/

More importantly, the government and other private institutions would look up to church organisations for leadership in the areas of accountability and transparency. Until that is done and seen to be done, any responsible government would consider it its duty ..92/

to ensure dat it runs, not like an independent association within the Republic, but as one dat is subject to its laws. For govt not to wade in, in such circumstances, would be to invite every other interest group in d country to seek autonomy in it’s affairs within the State. 93/

The only plausible consequence, in such circumstances would be utter chaos.

In that regard, God forbid!

#copied - PASTOR ‘FEMI ATOYEBI, SAN