A look at the controversial CAMA document

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

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 7th August, 2020.

Most of the complaints have come from a section of the church. 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. I therefore feel compelled to add my voice to these from the perspective of a senior lawyer and a Pentecostal Pastor of about 3 decades. I also run a “Not – For – Profit” organization which seeks to help men and fathers become more alive to their responsibilities to their wives, children and the society at large.

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, the Act covers a wide range of areas on Company law and related subjects. Its sheer volume speaks eloquently to that fact. I do not pretend to know all about the provisions of the Act. Neither do I plan to deal with all of its provisions. What I will attempt to do in this write-up is to limit my comments and guidance to the “Not – For – Profit” organizations provisions and the differing comments (sometimes near violent in nature) that have greeted it.

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

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, charitable, etc, 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. 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. OF TRUSTEES, OF INTERIM

SUSPENSION APPOINTMENT 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 –

(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, (ii) Securing a proper application for the property of the association towards achieving the objects of the association, the purposes of the association of that property or of the property coming to the association, and (iii) Public interest, among others.

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.

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

THE GROUSE OF SOME SECTIONS OF THE CHRISTIAN COMMUNITY:

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

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

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) by which is meant, all our representatives across the length and breadth of Nigeria enacted the law and it was signed by Mr. President when it was placed before him. It is no gainsaying that the NASS is comprised of people of all faiths, beliefs and prejudices, including Moslem clerics and Pastors, etc. 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.

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

CONCLUSION:

The time has come for the church to selfregulate 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. More importantly, the government other private institutions would look up to church organisations for leadership in the areas of accountability and transparency.

Femi Atoyebi (SAN), is a senior pastor with RCCG