The new CAMA 2020 Act recently passed and accented to by President Buhari is unarguably an important business legislation in the one hand with contentious components on the other.
Clearly, CAMA 2020 introduces new provisions that promote ease of doing business and reduces regulatory hurdles. Many believe the reform will tone down regulatory bottlenecks and ease the business environment to stimulate growth as doing business in the country has been simplified and investors will have more confidence transacting in Nigeria.
Unfortunately, the accolades and commendations that followed the enactment as a brilliant piece of legislation is fast eroded by certain provisions that suggests a sinister conspiracy to deny a certain groups and section of the country their inalienable rights as enshrined in our Constitution.
Specifically, Sections 839 (1), (2), (3) and (7)which empowers the Registrar of CAC to suspend the Trustees of an Association and appoint interim managers to oversee the affairs of the association where it reasonably believes that there is, or has been, misconduct or mismanagement in the administration of the association with the sole aim of “protecting the properties of the Association”. Similarly, section 839(2) provides that trustees shall be suspended by either the CAC or a court of law upon the petition of one fifth of members of the association and the petitioners shall present all reasonable evidence as requested by the court in respect of the petition. Subsection (7) on the other hand provides that the Commission may suspend or remove any trustee after it has made an enquiry into the affairs of the association and finds out that the trustee has been responsible or privy to misconduct or mismanagement or by order of the court establish a scheme for its administration. Equally, sections 842,843, & 844 empowers the Commission to regulate the finances of any association and to take control or take over bank accounts lawfully belonging to legally registered association under part F of the Act.
Firstly, whereas Sub-section 839(1) deals with suspension of trustees and appointment of interim managers, Subsection (2) deals only with suspension of the trustees while Subsection 7 mentioned suspension but also introduced the word” removal “of the trustees. The concern here is that the Commission interprets the word “order” as contained in Subsection 1 of Section 839 as the order of the Commission and not that of the court, thereby arrogating so much powers to the Commission and usurping the powers of the Judiciary, by becoming both the accuser, prosecutor and judge of what the Commission alone interprets as misconduct, mismanagement and public interest.
Secondly, in a country where religion is tied to humanity and their lives, and have remained a very sensitive issue that has polarized Nigerians between tribe and religion, it will amount to an invitation to anarchy for a Registrar of CAC who himself is an adherent of a particular religion, to appoint or impose total strangers or non-adherents of that faith, as board of trustees or interim managers on a church or a mosque that he or she has no knowledge of its internal administration, especially where most of these settings are administered by legally constituted trustees and administrations that has spanned well over 30 to 150 years seamlessly. We must acknowledge the fact that the church is not a club nor a secular organization. Therefore, the provisions in section 839 Subsections (1)(2)(3) and (7) offends the neutrality of the Nigerian state in matters of religion as enshrined in section 25 subsection(d) of the 1999 constitution as amended.
In a nutshell, if a particular charity and religious organization that refuses to give support to a particular political party seeking to gain power or holds a divergent opinion over certain policies of the government of the day, all it takes is for the supervisory minister via the Commission to constitute what in his opinion is “public Interest” and overthrow the board of trustees, appoint a stooge who will do government’s bidding, or worst still, merge such organization with any other organization of interest whether the parties are compatible and in agreement or not. This appears undemocratic, draconian and repressive.
While there is a compelling need to ensure financial transparency and responsibility by charity organizations, the idea of regulating their finances appears an over kill. Similarly, comparing what obtains in Scotland, England and the USA as regarding control and supervision of charity organizations especially their finances is to my mind, unsuitable in this circumstance. Their attachment to religion is not as sensitive as what obtains in Africa especially Nigeria. Moreso, whereas charity organizations receive annual and periodic grants sometimes as much as $5million and 3million Pounds respectively, besides other incentives as import waivers, infrastructure etc., that has not been the case in Nigeria. To date, some charity organizations cannot secure lands with C of O from some parts of the country to erect their worship houses due to biases even where they have been operating in that part of the country for years and have contributed immensely to the development of the area.
It is trite in law, that you cannot give what you don’t have, or build something on nothing. As long as these organizations do not enjoy any form of support by government, whether financial, incentive or infrastructure, it will be foolhardy and pure meddlesomeness to want to take over or seize their finances under any guise unless there is a verifiable evidence that such organization is being funded by terrorists’ groups or from illicit funds by drug barons. Besides, since the Act is that of the Nigerian parliament, any such decision can only be taken by a law court in line with the nation’s constitution especially as it fringes on the rights of the governed which the 1999 Constitution guarantees in sections 38, 39, and 40 profusely.
Regardless of the benefits of this law, any law that directly or indirectly threatens the rights to freedom of association, worship, expression, peaceful assembly, privacy, property and other human rights guaranteed under the Nigerian constitution, International human Rights treaties such as the international Covenant on Civil and Political Rights, African Charter on Human and Peoples Rights which Nigeria is a State party and signatory to, will mar the freedom and rights of Nigerians. It is therefore my considered opinion that an amendment of section 839 be considered by deleting paragraphs (1) (2) (3) (7) and substituting with autonomy and independence of trustees of an association to manage its affairs in its own interest and purposes. The Bill is cited as the Company and Allied Matters Act (Amendment) Bill,2020.
Although we have made history already with the passage of the CAMA Act 2020 which is highly revolutionary because it has brought some modicum of decency to the art of doing business in Nigeria. If by commission or omission, certain provisions in the Act was not well thought out with current realities for which as humans, we did not have the benefit of hindsight to envisage, therefore an amendment of this act will offer a golden opportunity to rise up to the occasion especially when we consider that law is made for people and not people for law.
ANIEKAN UMANAH IS THE HON. MEMBER REPRESENTING ABAK/ETIM EKPO/IKA FEDERAL CONSTITUENCY, AKWA IBOM STATE