Femi Atoyebi, a pastor and Senior Advocate of Nigeria (SAN), has said churches will not suffer any disadvantage from the recently assented Company and Allied Matters Act, 2020.
There has been an uproar over CAMA recently assented to by President Muhammadu Buhari, especially by leaders of Christian-denominated organisations, over section 839 (1) and (2) which empowers the supervising minister or the Corporate Affairs Commission (CAC) “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”.
Writing an opinion-piece, Atoyebi, a national elder in Redeemed Christian Church of God, explained that the Act did not specifically mention church, mosque or any particular religion but instead seeks to introduce long-overdue reforms into Companies Affairs and in the area of ease of doing business.
He said section 839 (1) and (2) of the CAMA hotly contested by Christian leaders seeks to regulate not-for-profit organizations, which are, by law, not taxable, adding that the legislation also stipulated the necessary conditions which can lead to the government appointing trustees for churches.
He stated that with regards to the aforementioned section, the law does not permit the importation of provisions in the interpretation of statutes, especially when a particular provision is clearly stipulated.
“Of particular concern to me is the objection by a section of the church leadership in the country that has been so vocal and even threatening government on the performance of its Constitutional duty to make laws for our country. As I alluded earlier, as a Christian and a Pastor, I do not see what disadvantage the church will suffer from the provisions of section 839 of CAMA over and above other religious and charitable organizations. I have seen and read some distortions on the relevant provisions to the effect that churches would be liable to taxes, but I cannot find any such provision in the Act,” Atoyebi wrote.
“Now, to the argument that Section 839(1) is designed to take over churches. The section provides for the suspension of trustees of an association and to appoint an interim manager over its affairs (administrative) under certain specified conditions. I would have tended to agree with that argument if that section ends there, but it does not rather, it has three other sub-sections under (1) and additional 10 other sub-sections, all of which have to be read communally and not in isolation under the rules of interpretation of Statutes.
“I will suggest that every Christian who has one misgiving or the other go and read it, even if a layman, and if necessary, consult a lawyer. No one should rely solely on what someone’s views are, but we must educate ourselves so we can proffer sound argument on any point. With profound respect to the proponents of this argument, I am unable to agree with them. On the face of it, the Section does not say so and in the interpretation of statutes, it is not permissible to import into a law what it does not say, especially where the words employed are clear and unambiguous. Secondly, no specific reference was made to churches, mosques, or a particular faith.
“Sub-section (a) of Section 839 provides an instructive condition precedent to the suspension of the trustees and interim take-over of an association, and it is that IF there has been any misconduct or mismanagement in the administration of the association, or IF it is necessary or desirable for the protection of the property of the association or ensuring its proper application towards its set objectives.
“Sub-section (c) states that this power may be exercised if the affairs of the association are being run fraudulently. To further allay the fears in some quarters, sub-section (2) then provides that an Order of court would be required to do this and in approaching the court by the Petitioner or the Registrar-General (RG), the application must be supported by 20% of the association who shall also present all reasonable evidence of their allegations to the court. It is ambiguous whether the 20% here speaks to the trustees or the larger organization which could be hundreds of thousands. I submit that common sense can only suggest that it is referring to 20% of the trustees.”
Atoyebi stated that while the legislation may not be perfect, he said the law will “no doubt will open up our economy and allow much needed Foreign Direct Investment (FDI) into the country if properly implemented”.
He noted that CAMA will promote accountability in aspects of businesses, especially for religious institutions.
He wrote: “For the avoidance of doubt, I am a strong proponent of accountability and transparency in both private and public lives and more so, in religious settings which are to exemplify what their followers must seek to imbibe because basically, this accords with what the Christian religion teaches. See: 1Cor.4:1-2, 2Cor.8:20-21. Paul says in 2Cor.8:20-21 thus:
“21 ‘Avoiding this, that no man should blame us in this abundance which is administered by us.
“22 ‘Providing for honest things, not only in the sight of the Lord but also in the sight of men.’”
“The Bible is replete with verses enjoining us to be accountable as stewards of the manifold blessings of God, and this is precisely what most serious churches teach and try to live by, which is why several people are attracted to some of them in the first place and as long as we keep to the tenets of the Bible, which is our Constitution as Christians, (which that section seeks to replicate and enforce), we should have nothing to fear.”
He added: “The time has come for the church to self-regulate 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 the government. More importantly, the government and other private institutions would look up to church organisations for leadership in the areas of accountability and transparency.
“Until that is done and seen to be done, any responsible government would consider it its duty to ensure that it runs, not like an independent association within the Republic, but as one that is subject to its laws. For government not to wade in, in such circumstances, would be to invite every other interest group in the country to seek autonomy in it’s affairs within the State. The only plausible consequence, in such circumstances, would be utter chaos.”