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May 11, 2021
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CAMA Amendment Controversy

The controversy generated by the amended Companies and Allied Matters  Act (CAMA) recently assented to by President Muhammadu Buhari, may not be abating soon as the number of religious leaders, both Christians and Muslims, kicking against it has continued to rise by the day.

The bill which was signed into law by the president on August 7, 2020, it was learnt,  is expected to engender corporate legal innovations geared toward enhancing ease of doing business in the country.

Section 839 (1) &(2) of the new law  provides that the Registrar-General of Corporate Affairs Commission and a supervising minister, will strictly regulate religious bodies and non-governmental organisations.

The law also wields power to suspend the trustees of not for profit organisations and appoint an interim manager or managers to coordinate its affairs where it reasonably believes that there had been any misconduct or mismanagement, or where the affairs of the association are being run fraudulently or where it is necessary or desirable for the purpose of public interest.

But civil societies and religious bodies have described the controversial section as needless meddlesomeness in their operations and vowed to resist it.

Presiding  Bishop of Living Faith Church Worldwide, David Oyedepo, opened the flood gate of attacks on the new CAMA when he frontally and unequivocally warned the federal government to rescind the decision or face the consequences.

Speaking during the church’s service last Sunday, in Canaanland, Oyedepo questioned the right of  the government to appoint board of trustees for churches.

“To appoint Board of Trustees! You’ll appoint an Occultist to be Manager of Church Affairs? When this crude prophet is alive? When all the sons of the prophet are alive? May I say this sir, the Church is not a club and should not be mistaken for a company.

“Do you know why? The Church is God’s only heritage on earth (1 Paeter 5:3). You tamper with somebody’s inheritance; you will see something. The Church is the Bride of Christ (2 Corinthians 11:2, Revelation 21:9). The Church is the Body of Christ (Acts 9:5).

“Who was Paul persecuting? The Church! Who said, “I’m the One you are persecuting?” Jesus! This country is going too far and it’s a risk. I saw something on CAMA (Company Allied Matters Act) and they put religious bodies there that Registrar-General can remove Trustees without a recourse to the court. Don’t try it!

Shortly after his sermon went viral, an aide to President Muhammadu Buhari on Social Media, Lauretta Onochie, took a swipe at Oyedepo, advising him to create a country of his own if he was not ready to abide by the new law.

“As long as he lives and operates within the entity called Nigeria, he will live by Nigerian rules and laws. He will do as he’s told by the law. Enough of lawlessness,” Onochie said.

Leader of INRI Evangelical Spiritual Church, Lagos, Primate Elijah Ayodele, was equally unsparing in his criticism of the contentious section of the law.  The ebullient mien of the primate instantly took the back seat when our correspondent sought his reaction on the matter.  In a tone that reverberated with anger and discontentment, the cleric described the law as a fulfilment of  his prediction that government will one day fight the church.

“It’s not me as a person, it is the body of Christ as a whole. Every year, I usually do a book called “Warning to the Nations.” On page 106, I specifically said that government will fight churches. That is a fulfillment of the prophecies that we have had before and early part of this year, I also said so. Government getting involved in church matters is not the best. They can only have a regulatory body because CAN has failed in their duty.”

CAN president, according to the primate has misfired because “he does not represent the body of Christ properly. The government cannot tell me that CAMA law is for somebody to take over my position or monitor my church account, replace my trustee. I want to ask such a government if they are the ones who bought me a land… This is not politics. The government should move far away from this, otherwise they will see the wrath of God. This is not my personal matter but a general matter for the whole Christian body. There would be holy protest. I believe that president Buhari did not sign this, I still believe that it is a rumour. ”

Asked why churches in the country are averse to being regulated when they  subject themselves to regulation overseas, Primate Ayodele replied: “Thank you so much. You said UK. Please, this is why we fail. I don’t know why we will go and borrow somebody’s culture, somebody’s law and be using it. Why can’t we use our own law?  The only way the government will do this is to have a regulatory body where we have pastors, men of God who are going to be in that regulatory body, not somebody who is not spiritual.

Why will somebody who is not spiritual be controlling the spiritual body? Where is it done? It is going to fail if the government tries this. We have our own doctrines in our churches that no government can change.

“We are not walking towards any white man’s culture, this is our own church. It is going to be difficult for anybody to come and take control, except that person wants to crash. Why are you bringing UK/US into Nigeria. Is Nigeria not different from UK, do we have the same government? Are we using the same constitution? Do we not have different culture, colour, climatic conditions? I disregard that.”

He also dismissed insinuations that the opposition to the law was because many clerics have something to hide. “They’re far from the truth,” he interjected, adding:  “I have nothing to hide. Government can monitor churches without putting trustees there. They can’t bring any trustee to my church o, that trustee cannot live. It’s impossible. Government is trying what is impossible.”

CAN, others: Our position

Contrary to beliefs in many quarters that opposition to the amended law will mainly  come from the Pentecostal churches, the orthodox churches  against every expectation also lent their  voices to the avalanche of protestation.

While admitting that the CAMA law  as an act of Parliament, is not in itself a bad piece of legislation, as it will improve the ease of doing business in the country, the Catholic Archbishop of Lagos, Most Reverend Alfred Adewale Martins, during the week  advised  that the Federal Government must tread with caution so as not to be seen to be suffocating the religious bodies and non-governmental associations or societies. “Removing a board of trustees and replacing it with government’s own is a serious violation of religious freedom.”

Speaking through the Director of Social Communication, Rev. Father Anthony Godonu, Archbishop Martins noted that the Catholic Church has no problem about transparency and accountability. Continuing, the Lagos Archbishop said: “We are well structured and always answerable to the Ecclesiastical Authorities including the head of the universal church, the Catholic Pontiff, the Pope.” The secular govern ment, in the country according to him  is very aware of the above claims.

Methodist Bishop of Ikeja Diocese, Bishop Stephen Adegbite, also spoke in the same vein. He said there’s nothing wrong with the church being regulated, “after all, the church is registered under the CAC, but to say that one registrar general can remove my trustees and appoint whoever he likes is unacceptable. The Methodist church has been around for more than 170 years, do you want to tell me that a church like that is not regulated? We are self-regulated. When we have crisis situations, we know how to manage such within the confines of the church.”

The church, he further said is an important part of the country, adding: “ It is not a government parastatal, neither is it funded by the government, so the government cannot say they will remove trustees of a church and appoint who they like. Will they go and appoint someone that is not spiritual to lead a church that is spiritual? Will they appoint a Muslim to lead a church and appoint a Christian to lead a mosque?

“If the government finds a pastor who is involved in fraud or has done anything against the laws of the land, then that person should be prosecuted as an individual, because nobody is above the law, even I am not above the law. So, if any pastor does anything against the law, let the person face the law, but to say you want to take over the church because some pastors are doing wrong is not the right thing to do.”

Concluding, he said: “If the government wants us to go to court on this matter, we are ready to do that.”

The NASFAT position

National Publicity Secretary of the body,  Hakeem Yusuf, told  The Nation that they have no grouse with regulations that will ensure transparency but uncomfortable with any arrangement that will see the government choosing its board of trustees.

“Government cannot appoint anybody they like,” he said, adding:  “If you look at the amendment very well, maybe what the amendment is trying to say is that they can ask for new nominations into the board of trustees. I’m just looking at it from that angle. There is no government that will just nominate anybody they like. If they are saying that, it means it’s a complete take over, like in financial institutions, government regulatory bodies can do that. Having said that, if you’re mindful that somebody is monitoring your activities, it will allow for transparency and accountability; if you’re transparent, there will be no hidden agenda.

“As far as I’m concerned, it’s not as if they’re regulating mosques and churches, because the mosques and churches are in charge of the spiritual aspect, but when it

charge of the spiritual aspect, but when it comes to the financial aspect, I don’t see anything wrong in being regulated. If we are true to the divinity nobody should be afraid of being checked.”

The leadership of the Christian Association of Nigeria (CAN), also rejected law.

CAN in the statement signed by its media adviser, Pastor Bayo Oladeji says the law, “to say the least is unacceptable, ungodly, reprehensible and an ill-wind that blows no one any good. It is a time bomb waiting to explode.” adding that it’s a declaration of war on Christians.

It recalled that the Bill that sought to bring the religious organizations and NGOs under the control and influence of the government “was totally rejected during the public hearing because it would snuff life out of the church and rank the church as a secular institution under secular control. We thought it was all over until we heard of the CAMA that was assented to by the President, making the rejected bill a law.”

The satanic section of the controversial law according to CAN  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 states further: “While we are not against the government fighting corruption wherever it may be found, yet we completely reject the idea of bringing the Church, which is technically grouped among the NGOs, under control of the government. The Church cannot be controlled by the government because of its spiritual responsibilities and obligations.

“This is why we are calling on the Federal government to stop the implementation of the obnoxious and ungodly law until the religious institutions are exempted from it. We call on President Muhammadu Buhari to urgently return the law to the National Assembly for immediate amendment.

“Nigeria should not be compared with any other nation when it comes to the relationship between the religious institutionsand the government. In Nigeria, people’s religions are tied to their humanity and of course, their life.”

It wondered how the government could sack the trustee of a church to which it contributed no dime to establish while also asking  “how can a secular and political minister be the final authority on the affairs and management of another institution which is not political?

“For example, how can a non-Christian head of Government Ministry be the one to determine the running of the church?

It declared that the law was an invitation to trouble, insisting  that the government does not have power to manage the affairs of the church.. ‘Let the government face the business of providing infrastructure for the people. Let them focus on better health provision, food, education, adequate security employment, etc.  The government should not be a busy body in a matter that does not belong to it. The government does not have the technical expertise to run the church of God because of its spiritual nature.’

CAN insists ‘if government is bent on imposing a law on us which the entire Church in Nigeria is against, then, they have declared war on Christianity and the agenda to destroy the Church which we have spoken against before now is coming to the open more clearly. If you cannot give us good amenities of life, we would not allow you to take away our liberty to worship our Maker.’

It then called on all well-meaning ‘Nigerians to ask the Federal Government to suspend the law because we do not need it in this nation.’

Chairman of Nigerian Christian Pilgrims Commission (NCPC), Reverend Yomi Kasali, views the issue differently as he strongly averred that the government has every right to remove erring board of trustee.

He said: “The law is not only for the church, it also applies to mosques and NGOs, so I think we should look at it from different perspectives before we start throwing tantrums and jumping up and down. They are not even deregistering churches; they are only saying they will remove the trustees that are culpable to fraud. The heavier penalty would have been to deregister, but that isn’t even the case.

“I run a church. If  for instance  they find out that I, as a trustee of that church, have committed  gross misconduct, financially; they find some terrorists’ money in my account or discover that I am laundering drug money, they have the right to remove me. Then, I would now go to court to challenge the government. But to say the government does not have the right does not make sense; that’s why they are government. They can remove me from the trustee and I would then go to court to defend myself.”

Reverend Kasali’s position was echoed by Chief Executive Officer of Jaiz Charity and Development Foundation, Dr Abdullah Shuaib.

“The reviewed CAMA is a welcome development and also in line with global best practices. The spirit behind its review may be with good intention and purpose. The whole idea is about tightening the loose ends in most of the corporate governance practices of several entities that flout the code of ethics and corporate governance in their organisations. Organisations having excellent corporate governance practices have nothing to fear.

“In the first place, these organisations are registered by the Corporate Affairs Commission of the Federal Republic of Nigeria to legally operate in the public space. Therefore, it is not out of place for such or  ganisations to be regulated for the overall interest of the public and the stakeholders. The least expected from any registered organisation is strict compliance to corporate governance such as transparency, accountability and ethical practices. Anything short of this will lead to malfeasance, financial recklessness and abuse of administrative ethos among others.”

For those religious bodies raising eyebrows over the amendment, Dr Shuaib said: “The question to ask them is that what are their genuine fears against the reviewed act? Is the reviewed Act antibest global practices in sane and normal clime? If yes, then those kicking against it may have reasons to be concerned. But if no, they have a responsibility to explain their reasons and justifications for crying out loud and kicking against the Acts.

“The court is the last resort for whoever felt he or she has been wronged unjustly and the onus is on such a person to prove his or her case with facts and evidences before the court. It is a right enshrined in our constitution for such person.”

SAN, SERAP, others  react

Legal practitioners in the country have expressed concern about the new CAMA law.

Prominent non-governmental organisation, Socio-Economic Rights and Accountability Project (SERAP) in a tweet sai the Companies & Allied Matters Act (CAMA) 2020 is the most repressive law in Nigeria’s history.

“It will be used to further suppress citizens’ rights. @DrAhmadLawan, Senate & @femigbaja House passed it. @MBuhari signed it. We’re challenging this illegality in court.”

Contacted for further reaction on the issue, Deputy Director of the organization, Kolawole Oluwadare said: “The implication as provided under part 10 of the new Act that the Commission has the power to remove trustees and appoint  trustees does not speak well for the civil societies in Nigeria. It is an act of the National Assembly and only the courts are empowered constitutionally to look at such laws vis a vis constitutional provisions  guaranteeing all that rights to know whether all those sections can stand in the face of the constitution. That is the position that any NGO like SERAP will take if advocacy will not work.”

Frontline Senior Advocate of Nigeria, Chief Niyi Akintola, while expressing concern over certain aspects of the amended law, opined that religious matters should be expunged from the nation’s life.

His words: “I think the amended Act is highly revolutionary. It has brought some modicum of decency to the art of doing business; even though there is still room for improvement, because Nigeria is supposed to be a federation and certain aspects of the act make me uncomfortable. Some of these things should be left for the state to handle, a situation where you need to go to Abuja to get the signature of the registrar general for a company is unfederal and I’m not comfortable with that.”

As regards the complaints of the religious leaders, the legal luminary said “I’m not a religious leader, I’m a republican. I’ll leave that one for the religionists in our midst. There are those of us who don’t believe that religion should take a front burner in our national life, so those who believe that religion should take the front burner are allowed to make comments. The aspect that concerns the regulatory authority of businesses should at least be liberalized. I’m looking forward to a time when we will have true federal approach to our national life.

“The court is there for every Nigerian to approach. If you feel aggrieved, you’re free to approach the court. It is one of the constitutional rights of every citizen. My approach to religious issues is that everything religion should be expunged from our national life. It should be a thing of the mind. I don’t see the reason why religion should take front burner of our national life.”

Ex-Nigeria Bar Association Vice President, Br Monday Onyekachi Ubani,  said he has not been able to read the grouse that people are raising against the CAMA because he is out of town, but advised to take a second look at the law if there are complaints about it.

“There is an Igbo adage that says that if a child is crying and pointing to a particular house, it is either the father’s concubine or the mother’s is there. If a lot of people are raising issue with the new law, I think the government itself should look at it again. The churches are saying that part of the provision now is that the trustees can be removed by the government by their whims and caprices. Is the government now playing the role of a judge, the role of the accuser and the role of the prosecutor?

“You cannot be a judge in your own case. If the government will unilaterally change the trustees of an association, based on what I heard, then something is fundamentally wrong with the law that gives the government the power of an accuser, prosecutor and a judge.  Like I said earlier, I have not gone into the details of that amendment.

“The lawyers are also complaining because their jobs are being taken away by the corporate affairs that can now incorporate company without the use of a lawyer. That again is what some people in the legal profession are complaining about. There are many issues, so we need to look at it again.”

Barrister Nurudeen Azeez  of  Ascension Legal Services, in a telephone interview with The Nation allayed the fears of the aggrieved people while clarifying the grey areas of the law.

He said: “Previously, the law was silent as to the appointment of trustees of a non-profit making company, but currently, Section 839 of the new act, specifically states that the CAC has the power to appoint an interim chairman over such bodies. The major bone of contention is that people think the CAC will just go ahead and unilaterally appoint someone because they probably discovered something. No. Someone within the organisation must have complained that something wrong is going on. When this happens, they will now set up a panel to investigate. It is after, that a decision will now be taken to that respect.

“But they don’t have the power to unilaterally appoint a board chairman over a non-profit organization. There are procedures under the said law, like, they must apply to court. Some certain procedures  must be taken. “

Genesis of the amended law

The genesis of the provocative section of the amended law could be traced to late 2016 when the former Executive Secretary of the Financial Reporting Council of Nigeria, Jim Obazee, directed not-for-profit organisations, including churches and mosques, to comply with a corporate governance code stipulating a maximum term of 20 years for heads of such entities.

It was by this provision that former General Overseer of the Redeemed Christian Church of God, Enoch Adeboye, who had spent over 20 years as the helmsman of the church, quit his position and named Pastor Joshua Obayemi to head the Nigerian church as National Overseer while he remained the worldwide General Overseer of the church.

Justifying his reasons for demanding that non-profit organisations should be regulated, Obazee reportedly said: “In keeping other peoples’ money, you have to prepare accounts. That is why churches fought me so badly, took me to court as a person and then my office too. Mosques and orthodox churches freely complied, but those Pentecostal churches called me to ask questions. They said: ‘This church is church of God and we are accountable to God.’ And I told them: ‘Very good, so you must take this church to heaven, you can’t operate it here’. When public funds are involved, government needs to ensure proper accountability.”

The Federal Government, on January 9, 2017, suspended the controversial Corporate Governance Law midwifed by Obazee who equally got sacked by President Muhammadu Buhari, who then named Daniel Asapokhai as Obazee’s replacement and appointed Adedotun Sulaiman, as board chairman.

Nigerian churches’ infractions abroad

As the debate over the right of the government to regulate religious institutions rages on, checks revealed how some Nigerian churches have submitted themselves to unbridled scrutiny abroad.

Charity Commission, the regulator of charities in England and Wales, in 2018, opened a statutory inquiry into the activities of Mountain of Fire and Miracles Ministries International owned by Dr. Daniel Olukoya.

A post by the commission on its website, partly read: “The Charity Commission, the independent regulator of charities in England and Wales, has opened a statutory inquiry into Mountain of Fire and Miracles Ministries International 1100416. The inquiry was opened on 27 March 2018.

“The charity’s objects include propagating Christianity through various channels including seminars and conventions, counselling programmes for the distressed, bereaved and the vulnerable, education through bible studies, evangelical training and teaching, as well as the publication and distribution of educational print and media.

“The charity has repeatedly failed to submit returns and financial information to the Commission on time and its accounts for 2014 and 2015 were qualified by its auditors. The Commission has been in active engagement with the trustees of the charity since September 2017 having been made aware of potentially significant losses to the charity. The Commission is concerned about the apparent failures within the administration and management of the charity which have resulted in an environment in which such losses could occur, and continued to occur over a prolonged period.

“The charity operates through a network of approximately 40 separate branches, which are allowed a degree of autonomy from the main charity in respect of administration and financial matters. However, the Commission has identified concerns as to the adequacy of the trustees’ oversight and control over the individual branches. The Commission also has concerns about the trustees’ failure to promptly report serious incidents to the Commission and to the police.”

Sahara Reporters reported that the commission eventually suspended the church Board of Trustees led by Dr. Daniel Olukoya and appointed Adam Stephens of Smith & Williamson as Interim Manager.

Quoting, Stefanie Mair, Senior Press Office of the charity regulator, SaharaReporters reported that the church was still under investigation.

“Adam Stephens remains in post as Interim Manager of Mountain of Fire and Miracles Ministries International where his duties include reviewing the charity’s financial and governance processes, inspecting a number of the charity’s branches and their handling of serious incidents.

“Our inquiry into the charity remains ongoing; as such we are unable to comment further at this time so as to avoid prejudicing the outcome of the inquiry. We intend to publish a full report setting out our findings on conclusion of the inquiry,” Mair said.

The UK Charity Commission also indicted the country’s branch of Christ Embassy and its board of trustees of fraud.

The indictment followed a five-year investigation into the church’s finances and administration. The church was founded by Chris Oyakhilome.

The commission in a post on its website stated that inquiry concluded that there were serious misconduct and mismanagement in the church’s administration, inadequate recording of its decision-making processes and failure to comply with its grant-making policy.

The commission said it opened an inquiry into Christ Embassy to investigate issues ranging from transactions between the church and “partner organisations”, administration; governance and management of the charity; financial controls and management of the charity and if the trustees had complied with their responsibilities under the charity law.

The commission found out that the church, between 2009 and 2011, paid substantial grants to organisations classified as “partner organisation”.

According to the report, the church’s account showed grants amounting to £1,281,666 were paid to Loveworld Television Ministry; £118,995 to Healing School, £186,616 to International School of Ministry, £10,000 to Christ Embassy Canada, £10,566 to Christ Embassy France, £37,216 to IPPC Conference and £77,266 to Rhapsody of Realities.

However, after examining the church’s records, the interim manager (IM) found no evidence of compliance with the church’s grant-making policy in the documents examined.

“Documents examined showed a lack of records and receipts to account for grants made and there appeared to be little consideration given to whether the receiving parties had expended grants appropriately and for intended purposes, as was required by the policy,” the report said.

The commission in its conclusion said: “In light of the findings and evidence of misconduct and/or mismanagement, the Inquiry exercised its legal powers under section 79(2)(a) of the Act to remove two of the trustees of the charity. However the trustees subject to regulatory action resigned prior to the Commission being able to complete the process. Section 79(5) and 82 of The Charities (Protection and Social Investment) Act 2016 has closed this loophole, thereby allowing the Commission to proceed to remove a charity trustee who has resigned following the Commission having given notice to the charity trustees of its intention to make a removal order. The law has since been amended so that resignations following the Commission issuing a notice of intention to remove a trustee would not prohibit the trustee’s removal and consequent disqualification from action as a trustee in the future.

Kingsway International Christian Centre (KICC) led by Pastor Matthew Ashimolowo, was caught in a similar web in 2009 when he had filed company accounts, which revealed a £4.9 million profit over the previous 18 months. (The Nation Newspaper)

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