-Uncertainties surround the application of new law
-It is ploy to silence the church and critics – Activist
By Chikezie Ogbonna
There has been unease and uproar over the Company and Allied Matters Act (CAMA) which was signed into law by President Muhammadu Buhari on August 7th 2020. The CAMA 2020 which has received commendations from the business community, as it is said to facilitate the ease of doing business in the country, is also faced with backlash from religious, non-governmental and human rights organisations, who are kicking against some sections of the law particularly section 839.
Following concerns on the CAMA 1990 becoming outdated, Buhari in November 2019, wrote to the Senate seeking an amendment for the Act to be repealed or re-enacted. The amendments were aimed at encouraging investments that will allow small businesses and startups thrive, lower costs and ease regulatory burdens. It also provides significant benefits to companies by reducing red tape and making it easier to comply with regulatory obligations.
The Senate, in March 2020 passed the CAMA bill which was sponsored by the Senate leader, Abdullahi Yahaya.
Yahaya had said the bill seeks to provide for the incorporation of companies, limited liability partnerships, limited partnerships, registration of business names together with incorporation of trustees of certain communities, bodies or associations.
He added that the necessary amendments have been made as requested by the President. The Senate President, Ahmad Lawan, and many other senators supported its passage.
While the new law is a welcome development to the business community, it has however been rejected by various Non-governmental and religious groups who believe that the unpopular NGO regulation bill was smuggled into the new law.
The organizations are seeking an amendment to the provisions made in sections 839 (1) & (2) of the law, which empowers the Corporate Affairs Commission to suspend trustees of an association (in this case, the church).
According to the new law, “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, 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 association of that property or of the property coming to the association.
iii. Public interest; or (c) the affairs of the association are being run fraudulently.”
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 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.”
Rejecting the section, the Christian Association of Nigeria (CAN) in a statement on August 20th described the act as unacceptable, ungodly and reprehensible.
The association called on President Buhari to return the law to the National Assembly for amendment and stop the implementation of the law until the religious institutions are exempted from it.
In the statement issued by Special Assistant to CAN President, Pastor Adebayo Oladeji, the association said it is not against the government fighting corruption but it completely rejects the idea of bringing the church, which is technically grouped among the NGOs, under control of the government.
He argued that Nigeria should not be compared with any other nation when it comes to the relationship between the religious institutions and the government.
According to CAN,”In Nigeria, people’s religions are tied to their humanity and of course, their life adding that the satanic section of the controversial and ungodly law is Section 839 (1) &(2) which empowers the Commission to suspend trustees of an association (in this case, the church) and appoint the interim managers to manage the affairs of the association for some given reasons.”
CAN added that if the government insists on imposing the law on the Church, then, they have declared war on Christianity and the agenda to destroy the Church which we had spoken against now, is coming to the open more clearly.
On its part, the Socio-Economic Rights Accountability Project (SERAP) described the signing of CAMA 2020 as illegality and has vowed to challenge it in court.
The unshaken CAC
Meanwhile, in a defiance posture, The Corporate Affairs Commission (CAC) has said that the new Company and Allied Matters Act (CAMA) has come to stay despite the criticisms trailing it.
The Commission insisted that it would go ahead with the implementation of the law as soon as the National Assembly properly gazettes it.
In a message recently signed by the CAC Registrar-General, Alhaji Garba Abubakar, he said that time has come for all registered organizations with the Commission to ensure they manage their association properly in line with extant laws.
His words: “They must henceforth subject their finances and expenditures to proper auditing, and copies sent to us at the CAC.
The new legal framework applies to all organizations registered with us be it a religious organization, NGO or CSO.”
Abubakar further asked: “How is it that a registered member who qualifies to be a trustee in an organization would not want Government to know how the organization is run? What are the responsibilities of the trustees? What are the responsibilities of the governing council or the board? How do you manage the affairs of the organization? How do you use or expend the income and properties of the organization? How do you appoint members of the governing board? These are the issues the new CAMA has come to address.”
He said any organization that does not want to be de-registered must submit itself to proper auditing and their statements sent to government, stressing that failure to do so would spell doom for such organization.
According to him, the new CAMA law would not only bring sanity to the running of organizations but also ensure their smooth running.
Uncertainties await Churches and NGOs
Giving a more detailed insight analysis into the contentious law, a constitutional lawyer and activist, Chiagozie Nwabuko, though described the idea behind CAMA as a wonderful one because of the its posture to help business to grow, however, frowned at the grey areas which he described as a sinister ploy by certain interests in the seat of government to stifle the church and perhaps other opposing socio-economic and socio-political groups under the guise of regulation.
His words: “With greatest deference and respect to the framers of the law, it was inelegantly drafted. Not just speaking from the Christian perspective, generally the offending section which is particularly Section 839, sub-sections 1&2, is inelegantly drafted.
“In fact I was wondering whether the drafters of the law were somewhat mischievous or if they had a target, it is a document you can call a bill of attainder, a law that is made to target a particular person not just a law that is made for generality of the citizens of Nigeria or for a citizen of a particular community.
“If you look at the particular provision of the law, section 839 provides that the CAC can by order of court appoint an interim manager for organizations registered under PART C, that’s registered trustees, NGOs, which includes churches.
“Now, if you look at that section properly; firstly, the section did not give qualification for the interim manager, it can be anybody. Imagine if you have a church and then the interim manager is a Muslim, what happens to that church? That’s the end of that church. So the interim manager is not qualified. You don’t see his qualification there or the tenure of the management. Are they saying that they will manage the organization for 3 months, 6 months?
“Secondly, by section 839, sub-section 2, the Corporate Affairs Commission becomes both the petitioner and the judge.
“Now, companies or organizations registered under Part C have a Constitution, you can’t really register any church or charity organization without the Constitution. In that Constitution it has been prescribed and it’s embedded how they can appoint and remove their trustees.
“What this offending section is trying to do/import is that the CAC by Section 839, sub-section 2, can write a petition to itself, is it ever done?
“If you read that section, it says “CAC regulates organizations and businesses in Nigeria”. Imagine when the CAC becomes the petitioner, petitions to itself, rushes to the Federal High Court by ex-parte application, gets an order to remove the trustees of a church. Imagine the chaos that will be created.
“Now what is the rule? Because in every Constitution, the concern of every church and organization makes up the rule, even if there’s mismanagement, the funny reason behind section 839 is to control or mitigate mismanagement. Every Constitution of every organization makes provision for mismanagement. The tenure of the trustees are there, how a trustee can be removed in the case of death, mismanagement, vacancy or when the trustee will not be able to function, so these things are there.
“One wonders why the framers of the law are so interested in monitoring the activities of the NGOs when it is already in their Constitution. And these Constitutions were registered by CAC. So all the Constitutions of some of all the churches and all NGOs are before CAC since they reviewed the Constitution and said it was okay before they registered the organization and gave them letters of registration.
“It becomes curious what the interest of the framers of the law is. There’s what we say “A man cannot be a judge in his own case” as found in the Latin word ‘Nemo judex in causa sua’. Now, CAMA and CAC is a judge in their own case, because if I’m writing a petition against you and I’m the person to hear my own petition, that means there’s no fair hearing because I’ve already predetermined the outcome of decision.
“My third problem is this; every registered organization under Part C operates by a Constitution. The Constitution is a binding document that holds members of an association together. If they contribute money and decide they want to use the money to eat pepper soup, CAC has no business to question what they do with their money because they have a Constitution that binds them.
“Assuming, for an instance, if Living Faith Church draws a budget and decide that 50million will go for missions and then their interim manager says ‘ah 50 million and they are stealing money’. “They have a Constitution that prescribes how they use their money, if there’s any issue, the members of the organization can still go to court, that has been a practice.
“So I don’t see the reason for that amendment because we have the courts and they are open. An association of persons that is bound by a Constitution, if there’s any issue they go to court.
The Court will look at the Constitution of the organization and give their findings from the fact deposed in that fidelity and give their decision.
“So the law is curious and I don’t understand it. It can just be a bill of attainder that has been actually designed to frustrate the church, that’s what I think.
“These are the three major points of my argument. So, once there’s a Constitution for an organization that regulates what they do, CAC is not a part to that Constitution, it is not binding by the Constitution of any church. So what makes CAC that is not a party to start playing a major role in the running of an organization, it’s curious. So I think it will create chaos especially in Nigeria where we have religious issues.
The case of United Kingdom
Chiagozie, while making a reference to the nonprofit law in England & Wales in comparison to the Nigerian factor, which has been widely speculated informed the CAMA amendments currently under contention, called for a more sensitive approach to issues in Nigeria, especially when it has to do with religion. He described it as one that will always raise controversy if not intelligently handled.
“Nigeria is a sensitive country so we must not come out and say since they did it in the UK, let’s apply it in Nigeria. No, have they actually explained the UK laws. So I believe ours is inelegantly drafted.
“It is not necessary because every organization has their Constitution and regulates their finances, appointment, dismissal, removal, in fact where there’s a vacancy in case of the death of a trustee, it’s well provided in all the Constitution.
“And these Constitutions were registered under CAC, they have copies of it. In fact before you register your organization under Part C you must produce your Constitution.
“So these are there before CAC. And if there’s any problem in any organization, what they would simply do is to walk to the court. The members have unfettered right, and every organization made provision for going to court.
“In fact, a single member of an organization has an unfettered right to approach the court. If you understand that the trustees and managers of the association are misappropriating the funds, anybody in the organization can go to court”, he said.
Meanwhile, Chiagozie believed that the many rising laws in the country which has become peculiar to this current administration is because of the level of taste for power accumulation by the current set of people handling the affairs of the country. He traced it to the fact that because of the level of maladministration inherent with the handlers of the nation, they rather resort to ploys to stifle free speech and silence the people from speaking up.
His words: “I think it’s all about power. They’re trying to maintain a strong hold on power. And they believe that to hold on to power they have to silence the voice of the opposition, especially when it has to do with free speech. It isn’t the first time section 839 is coming up, they tried to bring it up a couple of months ago under the NGO regulation. Nigerians screamed, they threw it away at the floor of the National Assembly, and curiously it came again. They just decided to amend CAMA because when it came up, what we did when we raised our voice, we said they can’t do it because there’s a CAMA that regulates. So they must have thought to themselves ‘okay you think you’re smart’, so they fell back and decided to amend CAMA.
“So this is all about power. They think they can subject people to silence, so they can hold on to power. The funny thing about this is that they came on board based on free speech. I remember when Jonathan of the PDP was there, they had access to the press, the media, they were even threatening the government, saying that they would make the Government ungovernable for Nigerians if the power does not come to the North. But now they are in power and they don’t want anybody to talk again. They believe that when people speak their mind others will be conscientized and know what they have to do. So, they want to maintain power and they want to stifle free speech.
“If you look at the new CAMA law amendments and of recent the NBC directive, they’re all in the same line, to stifle true speech. Nobody is talking about hate speech, hate action, Nigerians are being murdered in Southern Kaduna and murdered everywhere in Nigeria. And guess what? At the end of the day this same Government will release the same criminal elements back to the society. They will arrest rapist, arsonists, killers, bandits, and then at the end of the day they will release them back into society. And this is the same Government that is trying to suppress free speech, so I think it’s all about the power. But doing that they want to make sure that nobody is talking and there’s no opposition.
The Implication and what must be done
Chiagozie sounded the alarm bell that Nigerians should be ready for the worst days ahead, because according to him, if this law is allowed to go through, then the framers will still stop at nothing in ensuring Nigerians are gagged into silence.
His words: “If they go through with this, nobody in Nigeria will talk again, every NGO, every Organization will be stifled; if you talk they will scatter the organization. They are not interested in the wealth of Nigerians or the security of the lives and property; they are more interested in holding onto power. A couple of days ago I was looking at the picture of Bello Aminu Masari, the governor of Kastina State posing with bandits and the Military when they had the Peace Deal, imagine when Government has a peace deal with criminals/terrorists.
“They refused to call them terrorists, they called them bandits. As I looked at the picture I was scared because the governor was sitting close to a bandit that was brandishing a gun, what’s even happening? They seem not to be interested in hate action but in hate speech.
“And I think it is all about power, to maintain a strong hold on power. If people stop talking then they can rule us forever.”
Chiagozie further called on Nigerians, especially the youths who are in the vast majority to rise to the duty of always ensuring they are armed with the necessary information so as to be able to counter certain anti-people laws introduced in the country.
He blamed the penchant for staying glued to entertainment and more frivolities by the young people, thereby ignoring the many stark realities facing the country with the increasing power grabbing ploys by those in government against the general interest of the populace. He urged for more voices to speak up against evil policies and bad laws in the country using every medium available, especially the social media.
“We don’t read, we’re not a reading people. So we have to cultivate a habit of reading. Once you read you’ll be informed. What do we do? We talk about it, we keep talking about it.
“Lawyers must sit up, go to court, file actions, testing those laws. So we’ll do the activism aspect of it and the lawyers must go to court and test these things.
“Organizations must come up, start writing, start doing petitions, start sponsoring suits. Let us flood the courts with suits, let us flood the courts with cases, let us test these laws, let’s try and find out what actually is the true intention. So we must not sit on our oars and expect God to come and fight for us, He will not do that. He has given us the wherewithal to fight and that is information.
“Information is power, information is key. So let’s get our people educated and properly informed. So what do we do? We talk about it, we discuss it, we create forums. Sometimes I go through my phone on Facebook and see people analyzing Big Brother Nigeria. Fine, I have no issues with those things, but then, there are more important issues that we can fight positively. Let’s talk about these things, let’s discuss these laws, how it affects us, how it will affect the next generation, and let’s protest. I’m not a fan of open air protest, but we can do it on our phones. We can talk about it, chat about it, do hash tags on Facebook, Twitter”, he said.