Thursday, 1st June 2023

Who is afraid of the law of CAMA?

By Onyedika Agbedo
29 August 2020   |   4:25 am
Amid cheers from the Nigerian business community over some friendly provisions of the Act, which was signed by President Muhammadu Buhari barely three weeks ago, an endless hullabaloo has been billowing from the Christian

The classic tune by Chief Osita Osadebe, the late Igbo highlife maestro, Osondi Owendi released in 1985, speaks to the raging controversy over the amended Companies and Allied Matters Act 2020 (CAMA 2020). Translated into English, ‘Osondi Owendi’ simply means ‘some people will be smiling, while others will be angry.’ That is to say that no situation can please all the people at the same time. This is the situation with the new CAMA.

Amid cheers from the Nigerian business community over some friendly provisions of the Act, which was signed by President Muhammadu Buhari barely three weeks ago, an endless hullabaloo has been billowing from the Christian community and Civil Society Organisations (CSOs) over some provisions of the Act, which they consider as obnoxious.

Chapter Four of the Act, titled Suspension of Trustees, appointment of Interim Managers, etc, houses the contentious provisions under Section 839 sub-sections one, two and three, which empower the Corporate Affairs Commission (CAC) to wield the big stick on a defaulting organisation by suspending its board of trustees and appointing interim managers.

Section 839 (1) provides that, “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 and desirable for the purpose of (i) protecting the purpose 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 (iii) public interest; or (c) the affairs of the association are being run fraudulently.”

Section 839 (2) further provides that, “The trustees shall be suspended by an order of the 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.”

Subsection three provides that, “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…”

The groups that have decried these provisions of the Act argue that it could be misapplied to their advantage. The question is how?

Speaking at a retreat for members of Commerce Correspondents Association of Nigeria (CICAN) held recently in Abuja, the Registrar-General of the CAC, Alhaji Garba Abubakar, raised some serious posers for the organisations kicking against the new CAMA.

He said: “The law says once you submit yourself by accepting to register with the CAC, you are bound to obey all its laws as well. How is it that a registered member who qualifies to be a trustee in an organisation would not want government to know how the organisation 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 organisation? How do you use or expend the income and properties of the organisation? How do you appoint members of the governing board? These are the issues the new CAMA has come to address.”

The other question, which Abubakar did not ask is where were the groups when the law was being considered in the National Assembly? Why is it only leaders of Christian organisations and CSOs that are vociferously kicking against the law? What options are available to groups opposed to the law other than declaring that it is totally unacceptable to them?

The Guardian spoke with relevant stakeholders on the issue, who addressed the many unanswered questions about the new CAMA in the reports below

‘The Contentious Provisions Of The Act Could Be Misapplied To The Disadvantage Of The Church’
CHRIS IREKAMBA spoke with Pastor Ezekiel Joel of Full Salvation Believers’ Assembly Int’l, Nnewi, Anambra State, on the contentious provisions of CAMA 2020

ANYONE who has been following the backlash from the recently signed CAMA 2020 will note that a lot has been said or written in favour of, and against the law, by Nigerians across the divide. There have been reactions from some civil society groups, legal experts and the Christian Association of Nigeria (CAN), as well as the Pentecostal Fellowship of Nigeria (PFN).

Interestingly, not a few well-meaning Nigerians have lent their voices to the pros and the cons of the new law. For me, as a Christian leader, I feel strongly that those, who have raised their voices in protest against the supposed intent and possible fallouts of the implementation of the law, have a right to do so. They, no doubt, have grounds for their fears. Take it or leave it, no matter how well-intentioned a law is, like the military decrees that were promulgated during military regimes, chances are that there would be people who will find such laws either offensive or not consistent with all the provisions of the United Nations Charter of fundamental human rights. It seems those who are crying wolf, regarding this amended sections of the law, have reasons to do so.

It is true that since the churches and NGOs are registered under the law, they ought to abide by its regulations. However, by the time the amendment to the law was being proposed, before getting to the final stages (from the first, second and third reading in the two chambers of the National Assembly), the relevant parties should have been brought into the picture and their inputs sought. If this wasn’t done, regardless of the supposed good intent of the amendment to the law, the seed of suspicion has been sown. Even between spouses or business partners, once there is room for suspicion as to the motive of the other party, there would be no love lost. 

There is no doubt that government exists to make laws for the good and orderly organisation of the people they are elected to serve. The controversial aspect of the law is notably Section 839, Sub-sections One and Two. I think the church leadership in Nigeria has fears, rightly so, that this amendment to the law may be manipulated or misapplied to the disadvantage of the church in Nigeria.

I wish the Federal Government would have a rethink and reach out to all the interested parties on this law. Since the Federal Government, supposedly, didn’t organise public hearings on this law, it will not be out of place for a roundtable discussion, during which national church leaders would express their views and reservations, so that the matter can amicably resolved. Not doing this, especially as the Federal Government, the highest judicial hierarchy, and the National Assembly, are all presently headed by leaders from the same religion different from Christianity, some people are likely to see this law as intended to be an avenue for the persecution of the church sooner or later.

I am convinced that we have a government that has listening ears and understanding, like they did when there was uproar over the proposed Infectious Diseases Bill. I look forward to an amicable resolution of all the issues relating to the amended sections of the CAMA 2020. Methinks there is no need for a war of words and threats from either parties. It will be wonderful if the church is allowed to operate and practise Christianity in Nigeria without anything inimical to her progress as long as she does not do anything that affects the peace and prosperity of the nation. There should be no bad blood between her and the nation.

‘NASS Should Quickly Amend Vexatious Provisions Of The Act’
AYOYINKA JEGEDE spoke to the National President of Pentecostal Fellowship of Nigeria (PFN) and General Superintendent Gospel Light International Ministries, Dr Felix Omobude on the stand of the PFN on the CAMA 2020.
What is your view on the CAMA 2020 that has been generating controversies?
The government has brought in a controversial aspect to the CAMA that infringes on the religious freedom of our people and the freedom of the non-governmental organisations who are serving the ordinary people of Nigeria. The church stands against the violations. We are opposed to those sections of the law that suggest that somebody can sack the trustee of a church and appoint a manager.

The church is not ruled from the Government House; the church is a divine institution, where we encourage the government to make good laws for good governance. The right of our people to congregate and follow their faith must be preserved.

The church, from this law, is one of the non-governmental organisations; it’s a non-profit organization. And if government makes a law that affects NGOs, they are making laws that affect not only the church, but also religious organisations across board.

I mean, Muslims have their own ways of raising leadership. Someone cannot come tomorrow and say, ‘I remove you’ or ‘I appoint somebody else over you.’ That is not right. I think the government should look into that law very quickly and amend the offensive provisions.

We call on the President and the National Assembly to look at it closely and amend the offensive provisions. My advise in the interest of peace and fairness is that the lawmakers should take a second look at the vexatious aspects of that law and amend them appropriately as necessary. I urge the President to build the trust and confidence of religious leaders by acting decisively on this issue.

The church is not asking government not to do her work; the Church is not shying away from probity. We are not shying away from checks and balances, but the law that says that someone can sit in Abuja and find in his/her opinion that there is something wrong and announce that he/she has dissolved the trustees of so and so organization, is outrageous. It is a violation of our constitutional right. The PFN, working with CAN, will follow all constitutional processes to get redress.

So, the Church should remain calm. The leadership of PFN working along with CAN is looking at it closely; every option is being looked with a view to redressing the situation. Our legal team are working and whatever is necessary to be done we will do it working with other NGOs.

‘Amended CAMA Good But Not Perfect’
By Shakirah Adunola
The President (Ameer) of The Muslim Congress (TMC), Dr. Lukman AbdurRaheem, has stated that the recently amended CAMA was a good effort towards regulating Non-Governmental Organisations (NGOs) that are not religious bodies. 

“It is a call for probity, prudence and accountability; these are cherished principles in Islamic public administration. But the Act is certainly not perfect with respect to few sensitive areas. One of such areas is Section 839 (1) and (2), which empowers the CAC to suspend trustees of an association and then appoint interim managers to manage the affairs of the association if certain reasons call for such an action. 

“We must realise that this is a nation where we have not perfected checks and balances in government activities. So, the provision can be subject to abuse if implemented,” AbdurRaheem said. He noted that such actions, if taken by CAC, could be construed to have political, religious and ethnic undertones. 

“It does not also specify what area the interim manager is liable to administer. Is it the administrative and financial processes alone or does it include the religious affairs? These are issues that must be looked into before such a law can come into effect. 

“This aspect could be tantamount to restricting the freedom of worship that has already been granted by the constitution. As we are all aware, no piece of legislation in any aspect of individual or collective life that negates the provisions of the constitution can stand. We urge the National Assembly to revisit these areas and make amendments before the law is implemented,” he added.

He noted that religious bodies would kick against the law if they find it inimical to their interests.
“We must realise that religion provides a lot of succour for our people due to the fact that our environment is lacking in most infrastructural support and care that the government should naturally provide. People will see this law as something that is capable of robbing them of the few opportunities they have left to make better meaning of their lives.

“Government needs to look at the complaints and make amends as necessary. Laws evolve as the people evolve. Even though this is practised abroad, we do not seem to be ripe for this in Nigeria at the moment. People are more worried about securing the basic necessities of life and would not want to be further burdened in respect of the way they conduct their religious affairs.” AbdurRaheem said the law has implications for mosques with respect to administration and management.

“Administrators of mosques would have to up their game in terms of managing the different interests of their people, the judicious use of funds and proper book-keeping. These are some of the issues that can lead to reports being made to the CAC that will then lead to the appointment of interim managers. It will indeed be a wake-up call for many mosques to work on their documentations and ensure everything is put in order”.He urged religious groups to write letter to the National Assembly to seek amendment to the Act.

“We can write to the NASS. If all other entreaties fail, if nothing happens thereafter, then recourse can be made to the courts,” he added.

‘It’s Not Within Government’s Powers To Regulate The Church’
National Vice President, Pentecostal Fellowship of Nigeria (PFN), Dr. Cosmas Ilechukwu, told CHRIS IREKAMBA in an interview that government has no powers to regulate the church
THE Companies and Allied Matters Acts 2020 (C.A.M.A.) is an unnecessary and inherently divisive piece of legislation. From two constitutional standpoints, it is not within the powers of governments in Nigeria to regulate the church. The first is that the preamble to the 1999 Constitution places the sovereignty of Nigeria under God, and that is the God we worship as Christians. Secondly, the constitution clearly guarantees the fundamental right to freedom of thought, conscience and religion and did not anticipate mindless intrusion by government. It does not contemplate by any stretch of the imagination that government will remove trustees of a church for any reason whatsoever.

It is for members of the church or board of trustees to report any crime in their midst to appropriate quarters for the law to ta
ke its course. It is inconceivable that government will remove the board and appoint whoever they like to manage the affairs of the church. This is sordid and will never happen.

It must be remembered that there is also a fundamental right to freedom of association. Government cannot appoint leaders for an organisation it did not form. That is not to say that any person who commits a crime in a church cannot be prosecuted. A church has divine mandate, which cannot be executed under a strange fellow that does not share the vision of its founders. 

It must be noted that the church is not merely a human organisation. It is a spiritual organism infused with divine life. A government that sets out to legislate against God is certainly overstepping its limits. More so, it is unthinkable that a government that is infested with unimaginable levels of corruption and has lost capacity to address the frightening bloody security challenges can set out to check the church in the manner that it is proceeding; the government should leave the church alone.

‘Section 839, Sub-Sections One And Two Of New CAMA Is Anachronistic, Scandalous’
A constitutional lawyer, Mr Nwabueze Ugwu, spoke to LAWRENCE NJOKU in Enugu on the controversy surrounding the Companies and Allied Matters Act (CAMA) 2020. Ugwu, who is a former member of Enugu State House of Assembly, says members of the National Assembly should not only be blamed for the opposition to the law, but also held responsible for attempting to set the country backward by enacting it.

What do you think about the controversy trailing the amended Companies and Allied Matters Act (CAMA) 2020?
You will remember that before now, we had the Companies and Allied Matters Act of 2004. That was exactly the same Act that was published in 1990 that commenced on January 2, 1990. If you also remember, all the laws published in 1990 were the same Laws of the Federation of Nigeria published in 1958. So, all those laws were reprinted in 1990 and reprinted again in 2004.

So, before August 7, 2020, we were operating the Companies and Allied Matters Act, 2004. So, we came to another Companies and Allied Matters regime from August 7. The Act did not state the date of commencement, but by interpretation, it is taken for granted that every such Act that has no commencement date commences on the date of assent.

The Act has come to stay. It has several noble provisions. So, it is the obnoxious parts of the law that people are pointing at, especially the Ecclesiastical Ministers. They are saying that some of the obnoxious parts of the law are unacceptable and needed to be urgently repealed. I have every reason to agree with them. They are talking specifically about the provisions of Section 839 sub-sections one and two.

First and foremost, let me give you background information. Sometime between 2015 and 2019 when Buhari had his first four years in office, they introduced a non-governmental organisations bill that sought to create a non-governmental organisations regulatory commission. The religious bodies, especially the Ecclesiastical Ministers, saw it as an affront to everything they stood for as that bill sought to create a commission that will regulate the activities of religious organisations also. When the National Assembly conducted a public hearing on the bill, Christian leaders came out en masse and roundly rejected it; they insisted that it should be thrown away. So, the bill could not surface because of the protests that followed it.

Right from the last National Assembly, they sought to make amendments to CAMA. It is possible that this Section 839, as it presently is, was not there during the last parliament. But now that the law has been signed, it is there. If the provision was there then, it means nobody knew about its existence otherwise the Ecclesiastical Ministers would have fought it with equal seriousness and intensity as they fought the non-governmental organisations regulatory bill. The provisions have now been made public and the Ecclesiastical Ministers are saying that they will not allow it.

Now, what are the provisions of that section in contention? The contention is that the new Act has brought back those things that were repudiated by religious organisations that are honestly wrong. But the way things are in this country, it is doubtful if any amendment, any alteration, any repeal could be made. I say so because if you remember what happened with the electoral bill, you will discover that the four of them that were passed by the National Assembly could not get the assent of the president and that is where we are till today. So, I envisage such a situation whereby even if there is a move to repudiate it, it may not work.

The major provisions of Section 839 subsection 1 and 2 of the new CAMA is to the effect that the Corporate Affairs Commission now has the right to suspend the trustees of any association and appoint interim managers. How? Why? They can do that anytime they think there is a problem and if there is a petition by some members of that organisation.

In the case of a church, the question is how do you know the members of that church? I give you another example; if some atheists write a petition about a particular mosque or that some persons there have eaten the money of that mosque or they don’t like any introduction of a religious doctrine and the hierarchy of that organisation disagree, the CAC can now say because these persons have protested, they will appoint interim managers? The implication is that you may now appoint Christians to manage a mosque or Muslims to manage a Christian organisation. This is anachronistic; this is unacceptable and scandalous. It is something nobody in his sane mind can allow.

I am honestly surprised because I know there are Christians and Muslims in the National Assembly. The Nigerian constitution allows everybody the right to freedom of worship, thoughts and conscience. By giving you that freedom of religion, it has also given you freedom of irreligion and it means that you can be anywhere but remember that your rights as a human being are those rights guaranteed by Sections 33 and 36. If your right to freedom of religion begins anywhere, then there is a place it must stop for the right of other persons that don’t believe in religious doctrine to also begin. So, if you look at it, it is wrong to insert such an Act that will now box people into a single leadership. I think that something should urgently be done to take care of the insertion.

What could have given rise to this provision? Could it be part of the attempt to suppress freedom of speech, which this government has been accused of severally?

The problem with Nigeria is not the dearth of laws but a dearth of implementation of the laws that we have. Human beings make laws to govern their actions and inactions and every law that is made must be obeyed. That is why we must make laws that need to be made. There is no aspect of life, where we don’t have relevant laws, where we don’t have laws that are entirely sufficient.

So, what the National Assembly should be talking about is to rejig their committees to monitor and supervise what the ministries are doing. I think it will make our system work better than making laws here and there.

Many of the laws made from 1999 till today are impossible to implement because they created too many parastatals and agencies that the Nigerian government does not have the money to set up. The rules of the House of Representatives, as well as the procedure of the Senate, have provisions in them to the effect that before you make any law or bill, it must come with a compendium of the financial implication to be passed into law. If you look at all these laws like the Fake News Bill, the Social Media Bill and others fought to a standstill by the Nigerian people, they were simply made to protect those in government against the people; it is akin to Decree No.4 of 1984 and even Decree No. 2 of 1984. These were two decrees that were accepted by the entire world as anachronistic.  

Buhari was the one in power then and even now. So, one begins to wonder why this kind of thing keeps occurring when a particular person is in power. We love him, but he must always listen to the voice of the people and accept that the public voice is the supreme law.

The people of this country are saying that the provision of Section 839 in CAMA is not wanted in Nigeria. It does not serve our purpose; it does not make this country progress and it is not going to raise the quality of religious worship or non-governmental organisations but simply to stifle dissent.

We said in Section One of the constitution that this constitution is supreme and Section Two said no part of the country would be governed except in accordance with the provisions of the constitution. Now, the constitution provides very clearly in Section 38 that every Nigerian has the right to freedom of thought, conscience and religion. When a government deliberately decides to downplay that aspect of the constitution, it means that it does not have the interest of the people at heart. The greatest arsenal for every non-governmental organisation is protest, demonstration and freedom of right to say no. When these things are bridged, it means that democracy is in trouble. I do not know how the government wants to succeed by stifling opinion and actions that tend to call them to order. That is very bad but like I said earlier, any law passed by the National Assembly that is inconsistent with the constitution is null and void. So, I will urge religious bodies and the public to go to court and question those obnoxious insertions in the CAMA 2020.

Is it proper to have religious organisations as part of the CAMA given that they are not run like companies?
It is very wrong because the CAMA is telling you about companies; religious bodies are not companies. The definition of companies is so elementary that even primary school pupils know what a company is. The problem we have is that we are in a country where we tend to believe that religion is supreme. Religion is placed above everything else. That is why what determines most actions today in Nigeria is religion. We are not moving with the time; we have continued to move backward. Why would Nigeria be giving a holiday for every religious thing as if we don’t know the value of time? In Nigeria, we have over 20 public holidays that border on religion. We need to downplay the primacy of religion so that we can move forward. The entire world is looking at technology and they are moving forward. Their economy is so good but ours has continued to look bad despite our huge resources.

So I think the protest over the insertion in the CAMA 2020 should include removing religious organisations from companies and allied matters so they can operate as a separate entities. It is enough that they are registered with the CAC.

The Civil Society Organisations (CSOs) are contesting the provision in the Act asking them to submit their audited financial records to the government even when the government is not funding their activities. What is your take?

That is why I say that in Nigeria many people are not prepared to work. They are only interested in money. Many of the members of the National Assembly don’t even know the provisions of this particular law because if they knew, they won’t have allowed it to pass. All they are looking at is what enters their pockets. If they knew the provisions of that bill, how would they have allowed it? How can you say that a religious body formed by few persons who contribute to their development, among other things, should submit their audited account to you so that you scrutinise how they spend their money? How can you scrutinise money you know nothing about? It is like saying go and get money from anywhere you like, it is me that will determine how you spend it.

If you look at the clear provisions of that part of the new Act, you will even begin to ask yourself whether the people that passed the bill were awake when they did it. That is why I insist that we have a problem in Nigeria. The reason Nigerians insist that members of the National Assembly and various state Houses of State Assemblies are wasting public funds is because they are not alive to their duties and responsibilities. When a bill is given to you, it is your duty to look at it and not allow yourself to be stampeded into passing a bill which when the provisions are made clear to you, you will begin to regret. I think that our lawmakers should share in this blame and should be held responsible for attempting to set this country backwards by their attitude to work.