CAMA 2020 : The Case for Accountability in Incorporated Trustees – Ebere Okonkwo FCIS, EMBA- Lead Partner, Crest & Waterfalls Consulting
5 October 2026

I have long held the conviction that the regulatory framework introduced by CAMA 2020 for incorporated trustees went more in the direction of control than in seeking ingenious ways to institutionalise accountability. The reported Court of Appeal decision upholding the nullification of key provisions of the Act brings that concern back into focus.

The sector needs accountability. Associations hold property, receive contributions and donations, and entrust substantial resources to persons whose stewardship should be open to scrutiny. My concern is with the regulatory philosophy that treats wider powers over an association as the principal means of securing that accountability.

The decision should provoke a serious reconsideration of that philosophy. We have expended considerable effort contesting powers over associations when we could have invested that effort in building mechanisms through which their leaders would be required to account.

What the Court reportedly decided

According to the report published by Independent on 2 October 2026, the Court of Appeal, Abuja, delivered its judgment on 17 September 2026 in the appeal arising from Emmanuel Ekpenyong’s action, Suit No. FHC/ABJ/CS/1076/2020. It affirmed the invalidation of sections 839 and 842–848 of CAMA 2020 for inconsistency with the constitutional freedoms protected by sections 38 and 40. The report also states that the restrictions were not justified under section 45(1). [1]

The court reportedly modified the treatment of section 851, preserving the Administrative Proceedings Committee’s administrative and regulatory functions while limiting its unconstitutional exercise of judicial powers. [1]

That distinction is instructive. It recognises a place for regulation while insisting that the regulator operate within constitutional boundaries. In my view, the wider policy lesson is that the legitimate pursuit of accountability must be translated into powers suited to that purpose.

Registration and constitutional freedom

The basis of an association’s existence must be properly understood. People associate in exercise of a constitutional freedom. Registration gives their association a statutory corporate form; it does not create the underlying right to associate.

I have conceded in certain fora that, by seeking registration, an association may have elected to subject the formal aggregation of that right to regulatory powers. Speaking jurisprudentially, there is a reasonable argument that statutory benefits carry statutory obligations.

Yet the Constitution precedes the Act and, more decisively, supersedes it. Sections 1(1) and 1(3) establish constitutional supremacy. Section 40 protects freedom of association, while section 45 supplies the test for laws restricting that freedom. The conditions attached to registration must themselves satisfy the Constitution. [2]

The concession should therefore extend to constitutionally valid regulatory obligations. Registration cannot serve as a general surrender of the freedom whose exercise the corporate form facilitates. On the reported outcome, the disputed powers failed that constitutional test.

This is where the regulator’s position as a non-member becomes important. It has no mandate from the members to govern their association. Its authority must derive from law and be justified by the public interests it is charged to protect. Each power to intrude into internal affairs should therefore be connected to a demonstrated regulatory need and constrained accordingly.

The lesson we should have learnt from 2016

The 2016 Not-for-Profit Organisations Governance Code contained useful provisions concerning financial reporting, internal controls and stakeholder accountability. It also prescribed arrangements concerning founders’ or leaders’ governance positions and tenure, while expressly distinguishing spiritual leadership from corporate governance responsibilities. [3]

My view is that coupling the accountability agenda with prescriptions touching internal leadership soured acceptance of the wider project. The distinction between spiritual and corporate roles did not resolve the underlying concern about an external authority prescribing how voluntary organisations should govern themselves.

What could not secure acceptance through the Code has, in my reading, been attempted again in a different form through the Act. The instruments and legal mechanisms differ, but the recurring concern is the assumption that better governance requires wider external control.

This saddens me because the need for accountability remains. A dispute over intrusive powers can consume the entire reform effort, including provisions capable of addressing that need. Members and donors are left waiting for an effective system while government and associations contest the boundaries of control.

Why wider powers remain attractive

There is a tendency in Nigerian regulatory drafting that deserves examination. Where constraints are inadequate, the regulator seeks wider powers, whether or not each additional power has been shown to be necessary. I regard this as a recurring institutional tendency rather than a proposition about every regulator or every draft law.

The regulator’s participation in designing its own powers creates an obvious incentive. A broad discretion makes intervention easier. A carefully defined accountability system requires the harder work of specifying duties, gathering evidence and proving a breach.

The philosophy behind this preference is paternalistic. The regulator comes to see itself as the ultimate custodian of proper governance and regards the ability to intervene as an assurance that governance will improve. Resistance then becomes easy to misread. An association objecting to external determination of its leadership may be treated as an association unwilling to account.

That misunderstanding is consequential. It can turn justifiable resistance into an argument for stronger powers and reproduce the very conflict that frustrated the earlier reform.

Institutionalising accountability

I have suggested mandatory statements of affairs, appropriately scaled and made under oath, as one means of securing accountability. Such statements could disclose receipts and expenditure, assets and liabilities, material transactions involving trustees or connected persons, and the application of restricted donations.

The requirement should carry personal responsibility for the persons making the declaration. Legislation could expressly create offences for knowingly or recklessly making materially false statements, deliberate concealment and falsification of supporting records. A sworn declaration would also engage perjury law where its applicable requirements are satisfied. Proper drafting would distinguish dishonesty from an innocent accounting error.

The oath must be supported by verification. Records should be retained, independent assurance required at appropriate thresholds, and members given enforceable access to defined financial information. Donors and beneficiaries should have suitable complaint channels. The regulator should be equipped to investigate discrepancies and pursue the remedies warranted by the evidence.

This would direct enforcement towards identifiable misconduct. Where funds have been diverted, the questions become who authorised the transaction, who benefited, what was disclosed and what should be recovered. Those questions produce a clearer basis for legal responsibility than a general assessment that an association is being mismanaged.

CAMA itself already attempted reporting requirements: section 845 provided for a bi-annual statement of affairs. That section is among those reportedly invalidated. [1, 4] The reform task must therefore include careful examination of the judgment’s reasoning on reporting provisions. My proposal is for a freshly designed accountability framework whose duties, safeguards and enforcement mechanisms are constitutionally justified.

Judicial remedies would remain available for serious abuse. A court could be empowered, on defined grounds and with appropriate procedural protections, to grant targeted relief, including restitution or protective orders. Such a framework would make intrusion answerable to evidence and legal process.

The sector’s diversity also matters. A small community association cannot reasonably bear the same reporting burden as an organisation receiving substantial public donations. Scaling requirements by resources and risk would make accountability more practicable and enforcement more focused.

The regulatory outcome worth pursuing

I submit that sweeping powers over associations are the wrong pursuit ab initio. The result worth pursuing is an institution in which stewardship can be examined, dishonesty exposed and breaches remedied.

We should measure regulatory success by the reliability of accounts, the protection of entrusted resources and the effectiveness of redress. The breadth of an agency’s intervention powers is a poor substitute for those outcomes.

The reported decision offers an opportunity to reconsider the approach. Government can secure accountability while respecting the constitutional basis on which people associate. That requires more careful drafting, but it also offers a more durable result.

Accountability is the lower-hanging fruit we have repeatedly complicated by coupling it with control. We should now direct the reform effort towards making it work.