The word ‘Constitution’ has been defined in various ways and contexts by politicians, lawyers, and philosophers. The Oxford Advanced Learners’ Dictionary defines a constitution as, “The system of laws and basic principles that a state, a country or an organization is governed by.” Flowing from the above definition, therefore, it will be right to say that a church is an organization of a particular group of Christians. Wisdom, therefore, demands that for any group of people who desire to be together to pursue some common interests, similar religious inclination, and collective goals, there must be some set of rules or laws or principles to guide them towards achieving their set goals.
The Companies and Allied Matters Act (CAMA) of 1990 is exclusively vested with the sole responsibility of giving legal effect to such organizations by way of registration. It classifies a church as an association, under Part C and also goes further to prescribe a constitution as part of the requirement for registration. Without one, no church can be registered by the Corporate Affairs Commission (CAC).
The CAC is also a creation of the CAMA and charged with the administration of the laws governing both the business environment and other non-profit oriented organizations (churches inclusive) in Nigeria.
What are the Contents of a Church Constitution?
It is pertinent to note that principally, a church constitution must state the name or title of the church thus, “THE CONSTITUTION OF …” Such name must not conflict with any of the existing names of registered companies, churches, non-governmental organizations or trademarks operating in Nigeria. The law requires that the contents must among other things include the following: –
- Principal Address
- Aims and Objectives
- Common Seal
- Governing Body
- Sources of Income
- Disbursement and Application of Funds
- Keeping of Account
- Appointment of Auditors
- Special Clause
- Signature Columns
The preamble of the constitution of a church and even any group or community of people, like that of our country Nigeria, is largely similar in wording and it usually begins with:
“We, the members of ………………………….., a not for profit and non-political organization do firmly and solemnly resolve to provide for ourselves a constitution and to be governed by the provisions therein contained”.
Every member is then made to subscribe to it and all the officers of the church are made to take their oath of office and swear their allegiance to it. ITS SUPREMACY: There must be a declaration that the constitution is supreme and binds all members, bodies and persons who subscribe to it.
The name of the church must contain the following words thus:
“THE INCORPORATED TRUSTEES of ………………………..”
The name on the application must be approved by the CAC and reserved for sixty (60) days.
Who Can Apply for The Approval of The Name?
A. Customers of the Commission (CAC). Usually, the CAC restricts its customers to only lawyers, chartered accountants and chartered secretaries who are accredited by the CAC.
What Is the Method of Application?
A. The customer fills in a form with his/her accreditation number and two optional names. If either of the options is approved, it is then reserved for sixty (60) days within which all processes of documentation are completed and filed with the Commission. Where both names are rejected or denied, the application with a fresh set of names may be repeated, until approval of one is obtained.
One of the fundamental requirements is that the constitution must contain the principal address of the church, at which it can operate and receive correspondences. The headquarter address must be located in Nigeria.
Aims & Objectives
The aims and objectives of a church, as the name connotes, must be Christian religion–driven. In strict compliance, none of the aims and objectives shall be profit-oriented. They must be charity based, encompassing real and actual regeneration of a person for the physical, material and spiritual benefits of members and the society at large.
The provision for trustees of a church, if not the most important, is the most fundamental requirement for the registration of the church.
How Can a Member Become a Trustee?
A. By being nominated and elected by 2/3 majority of members present at a general meeting of the church.
What is the Qualification of a Trustee?
A. Any member who is:
- Not an infant
- Not a person of unsound mind, having been so declared by a competent court of law.
- Not an undischarged bankrupt
- Not a person that had been convicted of any crime involving fraud or dishonesty within the year of his/her standing for election into the board of trustees (BOT).
However, note that once elected, the board of trustees is mandated by law, to elect its own chairman, secretary, and other necessary officers.
Can a Trustee Hold Office for Life?
A. The tenure of a trustee can be from the onset, or by constitutional amendment decided at the general meeting and clearly stated in the constitution. But a trustee shall cease to hold office if he:
- Resigns his/her office
- Ceases to be a member of the registered trustees of the church
- Becomes insane
- Is officially declared bankrupt
- Is convicted of any crime involving fraud or dishonesty by a competent court of law.
- Ceases to reside in Nigeria
- Is recommended for removal from office by the board of governors and the trustees majority vote of 2/3 of members present at any General meeting of the church.
What Are the Functions of a Board of Trustees?
A. The exercise of powers by the Board of trustees as allowed by law is subject to the directions of the governing council of the church.
However, the governing council which by the prescription of the Act must include one or more members of the board of trustees may assign the roles of the day to day administration and management of the affairs of the church to the board.
- This becomes the primary function of the board where that is the case.
- The board may as an important organ of the church, enter into contracts with individuals or organizations on behalf of the church. It is the only organ that can acquire or alienate properties of the church on its behalf.
- The board is recognized by law as a legal personality that can sue any individual or organization and equally be sued by such and respond to such lawsuits on behalf of the church.
- Subject to the Constitution of the church, the common seal of the church can only be affixed to any document signed by the trustees to affirm the church’s authority on same. Its custody is usually with the trustees.
- Other functions may be conferred on the board by constitutional provisions but subject to the provisions of the Act.
A common seal is a stamp or insignia of authority prescribed by CAMA and approved by the CAC to be used on important documents of the church. It may be used on any instrument or contractual documents that may be executed by the church and individuals or organizations. When so used, it binds the church to such contracts, irrespective of whether or not, there is any defect therein affecting the church. The use and custody of the common seal of the church must be provided for in the constitution of the church.
What Type(s) Of Meeting Can A Church Convene?
A. It is absolutely necessary and mandatory for a church to hold certain types of meetings to ensure the effective administration of the church. To that end, the law mandates the holding of AGMS. The following types of meetings may also be held: –
- Executive Committee Meeting: This could be convened in accordance with the provisions of the constitution.
- Emergency Meeting: Could be held as occasion demands and maybe several in a year.
- Board of trustees meeting: This type like the AGM is required by law but the number of such meetings in a year may be provided for, in the constitution
Who May Preside Over Such Meetings?
The chairman, president, general overseer, as the case may be, shall preside over such meetings. In his/her absence, the vice chairman may preside.
What Number of Members Can Pass a Valid Resolution in Any Meeting?
The Act (CAMA) provides that annual general meetings are mandatory for a registered church. The quorum required for valid AGMs is 2/3 majority of members present at the meeting. This also applies to meetings that the trustees of the church may choose to hold from time to time. But the quorum necessary in such meetings is a constitutional provision to be made therein. However, most church constitutions provide that every financial member is entitled to one vote at the general meetings and even in others where he/she is a member.
Governing Body or Council
One important provision that CAMA allows is that a church may have a governing body. But the number of members of such a body, the procedure for their appointment and removal, powers, duties are left to the discretion of the members in the general meeting to decide and include in the constitution. It is pertinent to add, that where such a body is created and provided for, in the constitution, the election and removal of its officers, quorum at meetings who shall preside at such meetings, must also be clearly provided for in the constitution.
Sources of Income, Disbursement and Application of Funds of The Church
This is highly restricted and controlled by the Act. Specific words are provided and must be adopted into the constitution by every organization (churches inclusive) coming under part C of the Act as a special clause rule. The entire wording of that section of the Act is lifted verbatim into the constitution for compliance thus:
“The income and property of ………………………………………………… (Name of the church) shall be applied solely towards the promotion of the objectives of ………………………………………….. (name of the church) as set forth in this rules and regulation/constitution and no portion, therefore, shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise however by way of profit to the members of ………………………………….. (Name of the church)”
In practical application, this special clause distinguishes the church and other non-governmental organizations (NGOs) from commercially inclined or profit-oriented organizations in Nigeria
- Offerings of members
- Harvest thanksgiving
- Conference levies on members
- Church projects levies
- Ex-gratia donations from members and foreign donors
- Grants from sister churches in and outside Nigeria
- Tithes from other churches
In conclusion, any and every provision in the constitution of the church must be in accordance with the provisions of the Companies and Allied Matters Act.
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