OVERVIEW OF THE STRENGTHENING STATUTORY REGULATION FOR CIVIL SOCIETY ORGANISATIONS IN NIGERIA PROJECT
The Commonwealth Foundation project is intended to run for a duration of 3 years for the amendment of Part C of CAMA and this report is for the activities done for the first half of the first year, the project outcome is to ensure that there is an effective regulatory framework for civil society organisations in place resulting from multi-stakeholder wide consultations and also increase operational capacity of Nigerian NGOs to comply with regulatory framework.
The Commonwealth Foundation project kicked off with an online consultation which was done through telephone conversation with members of the network on 23rd January 2017 to 6th February 2017, the online consultation was conducted by staff of the Nigerian Network of NGOs (NNNGO). Over the course of two weeks during which the telephone calls were made, transcribed and analyzed, it became apparent that more work needed to be done regarding creating awareness about the existence of the law and what it dictates. The results from the phone survey indicated that a face-to-face/physical consultation was required.
The purpose of the online consultation was to capture the outcomes of key sector wide stakeholder consultation seeking input into the review of Part C of CAMA and this was done through the use of a questionnaire centered around the knowledge of Part C of the CAMA and adherence to the rules guiding the establishment, registration of NGOs on an annual basis and filing of annual returns. See the copy of the report.
Face-to-Face Southern Regional Consultation
The face-to-face regional consultation held in Lagos to provide a platform for NGOs to get a better understanding of the Part C of Companies and Allied Matters Act (CAMA).
The workshop was a half-day event; it was scheduled to begin at 8:00am and end at 2pm. The agenda comprise of:
- A welcome address by the Executive Director of NNNGO,
- The training organized by OXFAM(which was scheduled to run for two hours),
- A 20minutes tea break,
- The 30minutes presentation by NNNGO; an overview of Part C of CAMA,
- The comments, contributions and overview of key issues session which was scheduled to run for 30 minutes,
- The concluding note session by the Executive Director,
- Lunch and interactive session with participants.
The workshop was themed, “Southern Regional Consultation on Part C of Companies and Allied Matters Act (CAMA). It was held at LCCI (Ground Floor) Alausa Ikeja, Lagos, Nigeria. This report summarizes the proceedings and outcomes of the face-to-face consultation and has been prepared by the Nigeria Network of NGOs for circulation to its members, key partners and stakeholders. Most of the organizations selected included newly registered ones as well as those that needed more information on the Part C of the Companies and Allied Matters Act. Of the hundred and twenty-four participants scheduled to attend the workshop, one hundred and one from eleven States were in attendance.
At the consultation, several issues were raised on some sections of the Part C of CAMA talking about:
- Gender sensitivity in Section 590(1)
- Fines should commensurate with punishment in Section 591(2)
- The word “infant “ replaced with the word “minor” and Soundness of mind should be determined by a reputable government hospital, not a law court in Section 592
- Reduction in the duration of waiting period for newspaper publications and possibly, a mention of specific newspapers to be used in Section 594
- Registration of Non-Profits at the CAC should be made simpler, easier and the time frame should be shortened in Section 595
- Inclusion of what kind of objections would be considered valid in Section 597(3)
- There should be a statement, which notes that cogent reasons have to be stated in cases where individuals are allowed access to their information at the CAC in Section 606.
- The law should be framed such that there is a unified date (instead of two different months), set aside for the filing of annual returns in Section 607.
- To ensure that regulations address the needs of the sector, the Minister must constantly consult with stakeholders before making regulations in Section 609.
Face-to-Face Northern Regional Consultation
The face-to-face regional consultation held in Abuja to provide a platform for NGOs to get a better understanding of the Companies and Allied Matters Act (CAMA) and get contributions of participants in order to come up with recommendations for a review of the CAMA to be presented to the National assembly.
The consultation was a half-day event which was scheduled to begin at 8:00am and end at 1:30pm. The agenda comprise of:
- A welcome address to be delivered by the NNNGO Executive Director,
- The 20minutes presentation by NNNGO; an overview of Part C of CAMA,
- The comments, contributions and overview of key issues session which was scheduled to run for one hour,
- A 20minutes tea break,
- The training organized by Total Nigeria plc,
- NGO management training presented by the Executive Director of NNNGO.
- Lunch and interactive session with participants.
The workshop was themed, “Northern Regional Consultation on Part C of Companies and Allied Matters Act (CAMA). It was held at APIS Institute Multi-purpose hall, Basan Plaza759, Independence Avenue CBD Abuja Nigeria.
This report summarizes the proceedings and outcomes of the face-to-face consultation and has been prepared by the Nigeria Network of NGOs for circulation to its members, key partners and stakeholders. Of the hundred and four participants selected from fifteen (15) states, fifty-five (55) participants from thirteen (13) different states were recorded to have attended the consultation.
At the consultation, several issues were raised on some sections of the Part C of CAMA which was similar with the southern consultation.
Draft amendment has been done to the Part C of CAMA resulting from this consultation outcome which has been circulated with stakeholders. See the copy of the report.
The First engagement meeting with the Corporate Affairs Commission was centered on the face to face consultation outcome and recommendations for a review of the CAMA to be presented to the National assembly, the CAC also made us realize that they are working towards making registration and filing of annual returns easier and also make new members tell the CAC challenges they face in the process of registering.
Also the first policy brief with the title: “Improving the regulatory environment for nonprofits: Amending the Companies and Allied Matters Act” has been developed, published and circulated to donors, stakeholders, national assembly and regulators:
The policy brief indicated the results from the consultation and four recommendations were provided for regulators:
- Promote regulations amongst nonprofits to enhance technical and sector knowledge.
- Flexibility needs to be integrated into regulatory approaches.
- Improve and strengthen ease of registration for nonprofits.
- Encourage improved regulatory compliance on filing annual returns starting with
“amnesty on penalties”.
The first CAMA Op Ed: “Legal Framework for Establishment of Not-for-Profit Organisations” has also been developed. The Op Ed provided a general overview on the legal framework for the establishment of corporate organisations in Nigeria. It highlights governance structures for corporate foundations, dissolution and corporate social responsibility reporting.
The CAMA analysis made suggestions and justifications for Sections 590, 597, 599, 604, 607 of the Part C of CAMA using the NGO Model Law as a reference for review and amendment of the Part C of CAMA (2004) by the Corporate Affairs Commission and National Assembly.
This document concentrates on the amendments our membership is suggesting to the Part C of the Companies and Allied Matters Act (CAMA). These suggestions are informed by the NNNGO’s specialist knowledge of the non-profit sector as well as by non-state actors who deliver development outcomes to communities throughout the Federation.
Evidence for this amendment is gathered from respondents to a national consultation within our membership, open for a period of one month during February 2017. The online (telephone) and face-to-face consultations with our members sought the opinions and experiences of non-profits regarding sections of the Part C of CAMA needing amendments. The amendments we have suggested in this document make reference to 777 comments generated by the consultation, made by 379 organisations from 34 States covering the 6 geo-political zones of the country 1.
Based on this evidence, the NNNGO has formulated the following amendments in relation to the Part C of CAMA.
1Insights from the civil society sector on the Part C of Companies and Allied Matters Act (CAMA) (2017), https://nnngo.org/portfolio/insights-from-the-civil-society-sector/
This research work received funding from the Commonwealth Foundation for the project entitled “Strengthening statutory regulation for civil society organisations in Nigeria. The activity was carried out by the Nigeria Network of NGOs. This publication has been produced with the support of the Commonwealth Foundation. The contents of this publication are the sole responsibility of NNNGO and should in no way be taken to reflect the views of the Commonwealth Foundation.
INSIGHTS FROM THE CIVIL SOCIETY SECTOR
On the Part C of the Companies and Allied Matters Act (CAMA)
Three years ago, the Nigeria Network of NGOs (NNNGO) started a remarkable journey of protecting and improving the regulatory environment for the work of nonprofits across the nation.
As we initiated this process, we sought to engage with regulators in an effective manner within a culture of mutual trust. We sought to explore through this relationship how best we can work with regulators to improve our field of play. Through this exploration, we developed an epoch making robust partnership with the Corporate Affairs Commission (CAC) in a way that history was made and cannot be ignored when it comes to civil society-government relationship.
Armed with successes of our joint venture with CAC in convening a sector wide conference in 2016 and the resolve of attendees calling for the review of the Part C of CAMA including CAC’s invitation for feedback and input from the nonprofit community, we were keen to hear firsthand from organisations about the challenges they face with regards to regulations by the Commission. Thus the online and offline consultations were conceived to capture insights that can inform the review of the Part C of CAMA as the nonprofit sector advances.
Written by Adeola Odunsi, Project Officer, Regulatory Engagement with editorial support by Oyindamola Aramide, Communications Officer.
Thoughts and opinions expressed are that of the authors and does not necessarily reflect the views of the Nigeria Network of NGOs
26th April, 2017.
Corporate entities and nonprofit organizations in Nigeria and beyond have continued to support and engage in charitable causes, which have met the yearnings and aspirations of individuals, groups and the society at large. Many corporate entities have adopted various corporate social responsibility policies in an attempt to give back to the society in which they operate. Activities of foundations established by corporate organizations have been beneficial to the public in a variety of ways ranging from tackling abuse of various forms to developmental issues, healthcare, environmental and socio-cultural challenges.
This article seeks to provide a general overview on the legal framework for the establishment of nonprofits in Nigeria. It also highlights governance structures for nonprofits, dissolution and corporate social responsibility reporting.
The legal framework for non-governmental organizations in Nigeria stems from the provision of the Constitution of the Federal Republic of Nigeria 1999 which recognizes the right to peaceful assembly and association. The Companies and Allied Matters Act, Cap C20, Laws of the Federal Republic of Nigeria 2004 (“CAMA”), is the principal legislation that regulates corporate entities registered in Nigeria and the Corporate Affairs Commission (the “Commission” or “CAC”) is the supervisory regulatory body for registered corporate entities.
Under the Company and Allied Matter Act, the commonly used structures for incorporating not-for-profit organizations are companies limited by guarantee and incorporated trustees and the procedures for registration are provided for under CAMA.
The Part C of CAMA provides for registration of incorporated trustees. Section 590(1) of CAMA provides thus:
“where one or more trustees are appointed by any community of persons bound together by customs, religion, kinship or nationality or by anybody or association of persons established for any religious, educational, literary, scientific, social, development, cultural, sporting or charitable purpose, he or they may if so authorized by the community, body or association…apply to the Commission in the manner hereafter provided for registration…as a corporate body.”
Once the association or organisation is registered by the Commission as an incorporated trustee, the trustees jointly become a body corporate with perpetual succession and have the power to sue and be sued. It is pertinent to state that the registration of an incorporated trustee confers the corporate status on the trustees rather than on the organisation itself unlike a company limited by guarantee which confers the status of a corporate body on the company itself. The significance of this fact is that, where an organisation has incorporated trustees registered under CAMA, the trustees on behalf of the organisation are empowered to contract in the same form and manner as an individual. This includes the power to hold, acquire and transfer any property on behalf of the association.