Incorporation of Trustees (February, 2019)      

Boards of trustees are pivotal to the growth and success of nonprofits. Their role is to serve as governing bodies, safeguard the core values of an organization and ensure the fulfillment of its vision and supervise the overall operation.


A Board of Trustees is made up of a number of different representatives, often an odd number; between five and thirteen persons or as stipulated in the organisation’s founding document and is often elected or appointed at an Annual General Meeting, for a specific period of time.


Board members can be drawn from all sectors of the community and a founder could form a recruitment panel amongst existing staff or some members of their current board in order to get different views on prospective candidates for a new board so that a more informed decision is taken.


As the governing body of a nonprofit, the board oversees policy approval and is legally accountable to public as well as beneficiaries of the organisation it serves. By law, it is required that the Board meets on a regular schedule to make decisions regarding the organisation, however, the frequency of meetings can be guided by the decisions that the Board needs to make or events, within a timeline, that facilitate management’s ability to effectively implement those decisions.


The Director of a nonprofit sets the agenda to shape the work of the board, therefore he or she is expected to attend Board meeting, however, since every decision the board makes relating to budget and compensation will impact the him or her (in cases where the Director is a paid employee), there may be conflicts of interest.


To handle this, the Director could be excluded from discussions involving budget and compensation, but be allowed to have a vote and remain a part of the board for other business. Alternatively, he or she could be invited to board meetings as a guest rather than a voting member.


This publication has been produced with the Commonwealth Foundation and the Nigeria Network of NGOs (NNNGO). However, the contents of this publication do not necessarily reflect the views and opinions of Commonwealth Foundation or the Nigeria Network of NGOs.

Part F of CAMA and its Implication for Nigerian Nonprofits (January, 2019)

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. In carrying out these charitable activities there are regulations nonprofits need to adhere to in order to ensure smooth operations within their organisations.


One of such regulations is the repealed and enacted Part C of Companies Allied Matters Act (CAMA), now referred to as Part F of CAMA, in the newly released amended version by the Senate of the Federal Republic of Nigeria in May 2018; the Companies and Allied Matters Act is a regulatory manual on how NGOs should be established and run. The Part C, now part F, provides for incorporated trustees.


It was the determination of the Nigerian Federal Government to reform the law regulating the affairs of companies and its administration in Nigeria that led to the promulgation of the CAMA and established the Corporate Affairs Commission.


Nonprofit charitable organizations are governed by Board of Directors (sometimes called Trustees); the Part F helps explain processes to incorporating trusteeship, file annual returns, common seal, preservation of accounting records, developing an organisational constitution and other regulations which aids the smooth running of nonprofits.


The implications shown from the new amended Part F is that it seeks to establish an efficient way of registering an organisation with ease, minimizing compliance burden of nonprofits as well as small and medium enterprises (SMEs) to bring Nigeria’s foremost commercial law in line with international best practices.

Further Reading

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.

The Nigeria Network of NGOs (NNNGO) is the first generic membership body for civil society organisations in Nigeria that facilitates effective advocacy on issues of poverty and other developmental issues. Established in 1992, NNNGO represents over 3495 organisations ranging from small groups working

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