Nairalaw Cross Check
* To Abolish The Offices Of Legal Adviser, Asst Sec,
Ors,
The Nigerian Bar Association has proposed 19 amendments to be
made in the Association’s 2015 constitution. A synopsis of the
proposed amendments and explanatory notes are contained in a Notice
coming from the National Secretariat signed by the NBA president,
Paul Usoro (SAN) dated 30th July, 2019
and was sighted by Nairalaw (TNL). The proposed amendments
are as follows:
PROPOSED AMENDMENT NO. 1 SECTION 7(5)(e)
Original provision
“Subject to the provisions of the Legal Practitioners Act and
other provisions of this Constitution, the National Executive
Committee shall exercise and execute the following powers and
functions . . . appoint a Director of Administration and such other
staff for the Association, under terms and conditions as prescribed
by the letter of appointment. The director of Administration shall
be a holder of University Degree in Law or any of the Social
Sciences with experience in management and administration;”
New provision
“Subject to the provisions of the Legal Practitioners Act and
other provisions of this Constitution, the National Executive
Committee shall exercise and execute the following powers and
functions . . . appoint an Executive Director and such
other staff for the Association, under such terms and conditions as
may be prescribed in their respective letters of appointments. The
Executive Director shall be a person who has been called to the
Nigerian Bar or who holds a University Degree in any of the Social
Sciences and, in either case, also has a postgraduate degree or
professional certificate and experience in any of the following
study”
Explanatory note
The National Secretariat’s organogram that was approved by NEC
at its meeting that was held on 28 March 2019 (“NBA Secretariat
Organogram”) provides for the position of an Executive Director and
this amendment reflects that NEC decision. Financial management and
administration are, perhaps, the NBA’s weakest spots and we believe
that the Executive Director can best add value to the Association
if he is skilled and experienced and can provide required support
to the National Officers in these areas, more so, as the Finance
and Human Resources Units in the Secretariat report directly to
him/her.
PROPOSED AMENDMENT NO. 2 AREAS: FINANCE, ACCOUNTING OR
BUSINESS ADMINISTRATION;” Section 7(5)(g)
Original provision
“Subject to the provisions of the Legal Practitioners Act and
other provisions of this Constitution, the National Executive
Committee shall exercise and execute the
following powers and functions . . . appoint one of their
members or a suitable member of the Association to fill and/or
perform the duties pertaining to a vacant office, which said
vacancy may occur due to mental or physical infirmity or any other
cause;”
New provision
“Subject to the provisions of the Legal Practitioners Act and
other provisions of this Constitution, the National Executive
Committee shall exercise and execute the following powers and
functions . . . appoint one of their members or a suitable member
of the Association to fill and/or perform the duties pertaining to
a vacant national elected office, which said
vacancy may occur due to mental or physical infirmity or any other
cause;”
Explanatory note
So that the “vacant office” is not confused with the offices of
full-time employees of the Association at the National Secretariat,
we thought it wise to qualify the “vacant office” with the words
“national elected” so the phrase now reads “vacant national elected
office”. This corresponds with the fact that NEC members and the
National Elected Officers serve part-time unlike the full-time
employees of the NBA at the National Secretariat.
PROPOSED AMENDMENT NO. 3 SECTIONS 8(2);
8(3)(c)(ii); 8(3)(c)(iii); 8(3)(d)(ii); 8(3)(d)(iii); 8(3)(d)(iv);
8(5)(f)
Original provision
On National Officers and Qualifications
New provision
The positions of 2nd Assistant Secretary, Assistant Financial
Secretary and Legal Adviser have been axed in these amendments. The
General Secretary now has only one (1) Assistant Secretary.
Explanatory note
First, the NBA Secretariat Organogram
provides for a Corporate Registry that would report to the General
Secretary through the Executive Director. That Registry, with
full-time qualified lawyer employees, will assist the General
Secretary in recording minutes of meetings and keeping the
corporate records of the Association thereby creating corporate
institutional memory for the NBA. These therefore eliminate the
need for 2 (two) Assistant Secretaries; a single Assistant
Secretary, in our view would be sufficient.
Second, with increased use of
technology, financial transactions and the attendant documentation
will be fully automated and the Financial Secretary, working with
the Finance Unit of the Secretariat, would have no need for an
Assistant, particularly, given the fact that his primary
constitutional responsibility is to document and publish the names
of practitioners who pay their Annual Bar Practicing Fees.
Third, the Legal Services Unit of the
National Secretariat, we believe can effectively cover the
functions that were ascribed to the Legal Adviser under the 2015
NBA Constitution. This amendment therefore removes overlapping
responsibilities more so as the Legal Services Unit has a reporting
line through the General Secretary to the National Executive
Committee. For a better understanding of these issues, please refer
to the NEC-approved NBA Organogram.
PROPOSED AMENDMENT NO. 4 SECTION 8(3)(e)
Is entirely a new provision proposed to be an additional
paragraph to provide thus:
“The National Officers, and in particular, the President and the
General Secretary, must be persons with proven administrative
skills and experience and persons of means with demonstrable
capacity to serve without expecting or having consideration for
pecuniary rewards and/or remuneration.”
Explanation
This is a new provision that will enhance the quality of
aspirants to the offices of President and General Secretary – the
two critical livewires of the Association.
PROPOSED AMENDMENT NO. 5 SECTION 5. 8(3)(f)
Is entirely a new provision proposed to be an additional
paragraph to provide thus:
“The Treasurer and the Financial Secretary must in addition to
their law qualifications be persons with basic understanding and
appreciation of finance and accounting.”
Explanatory note
This is a new provision that will enhance the quality of
aspirants to the offices of Treasurer and Financial Secretary – the
two critical positions that deal with the finances of the
Association and the reporting responsibilities thereof.
PROPOSED AMENDMENT NO. 6 SECTIONS 8(5)(b);
8(5)(c); 8(5)(d)
The old provision
“The First Vice President . . . shall be responsible for the
coordination of the activities of the group of Branches as may be
assigned to him/her by the National Executive Committee and shall
pay periodic visits to the Branches so assigned to him/her such
that he/she would have visited each of such Branches at least once
during each year and shall make periodic reports to the National
Executive Committee on such visits.”
Similar provisions are contained in Sections 8(5)(c) and 8(5)(d)
for the Second and Third Vice Presidents.
The new provision
“The First Vice President . . . shall be responsible for the
coordination of the activities of the group of Branches as may be
assigned to him/her by the National Executive Committee or
the President and shall pay periodic visits as
necessary and/or required to the Branches so assigned to
him/her and shall make periodic reports to the National Executive
Committee on such visits.”
Explanatory note
In recent history, the Presidents have been the ones assigning
areas of jurisdiction and zones to the Vice Presidents in the terms
of these provisions and we have merely formalized that position in
these amendments. We also believe that visits to all the branches
in any Vice President’s assigned zone must not be mandatory
particularly in this age when technology makes it feasible to
conduct virtual meetings. That fact, coupled with the state of
insecurity in Nigeria and the attendant risks that goes with road
travels (which is the predominant mode of travel to these
Branches), discourage the mandatory visits to the Branches by the
Vice Presidents more so when virtual meeting arrangements can
achieve the same purpose. The cumulative costs of such mandatory
visits by the three Vice Presidents would also truly be enormous
and the savings therefrom could be utilized for other well-meaning
purposes. We therefore replaced the mandatory visits with visits
“as necessary and/or required”.
PROPOSED AMENDMENT NO. 7 SECTION 8(5)(e)(v)
Old provision
“The General Secretary – The General Secretary under the overall
direction of the President shall be in charge of the National
Secretariat and other offices of the Association and his/her duties
shall include the following . . . He/She shall furnish an annual
return or special reports of the activities of the Association or
any of its organs at the Annual General Conference;”
New provision
“The General Secretary – The General Secretary under the overall
direction of the President shall be in charge of the National
Secretariat and other offices of the Association and his/her duties
shall include the following . . . He/She shall furnish an annual
return or special reports of the activities of the Association or
any of its organs at the Annual General
Meeting;”
Explanatory note
From the context, this was obviously a clerical slip or
typographical error – instead of “Annual General Meeting” the
draftsman wrote “Annual General Conference”.
PROPOSED AMENDMENT NO. 8 SECTION
8(5)(g)(iii)
Old provision
“The duties of the Treasurer shall be as follows . . . He/She
shall prepare or cause to be prepared and submitted to the First
Meeting of the National Executive Committee an annual budget
containing the estimated revenue and expenditure of the Association
for the period 1st September of every year to 31st August of the
following year;”
New provision
“The duties of the Treasurer shall be as follows . . . He/She
shall prepare or cause to be prepared and submitted to the
last Quarterly Meeting of the National Executive
Committee in any Calendar Year an annual budget
containing the estimated revenue and expenditure of the Association
for the succeeding Financial Year covering the period
January to December of any Calendar Year;”
Explanatory note
This amendment reflects the prayer for a change of the NBA’s
Financial Year which, hitherto and up to date, appears in practice
to be from August of any calendar year to the July of the
succeeding year. We have placed before the Annual General Meeting,
a proposal for a change that would have the Financial Year running
from January to December of each calendar year. Amongst the several
benefits therefrom, this would have a salutary impact on the
preparation and presentation of the Association’s Annual Budgets.
For a full discourse on this, please, read our Concept Note on the
Financial Year Change Proposal which has been published.
PROPOSED AMENDMENT NO. 9 SECTION 8(5)(g)(v)
Is entirely a new provision proposed to be an additional sub
paragraph to provide thus:
“The duties of the Treasurer shall be as follows . . .
He/She shall cause to be prepared and presented to the
National Executive Committee at its quarterly meetings the
Management Report and Accounts of the Association for the preceding
quarter. The said Quarterly Management Report and Accounts shall be
published and circulated to all members of the Association upon
adoption by the National Executive Committee;
Explanatory note
This is a new provision that seeks to entrench the practice of
quarterly financial reporting, which was introduced and has so far
been sustained by the current NBA administration purely out of
conviction and not as a constitutional obligation. The proposed
amendment would greatly enhance financial accountability and
transparency in the administration of our Association and its
sustainability would not be dependent on the goodness of heart,
whims and dispositions of incoming NBA administrations.
PROPOSED AMENDMENT NO. 10 SECTIONS 8(5)(g)(vi);
8(5)(g)(vii)
Old provision
“The duties of the Treasurer shall be as follows . . . He/She
shall circulate to every member of the National Executive Committee
the audited accounts and balance sheet for the preceding year;”
We have reproduced this Section 8(5)(g)(vi) merely
illustratively. The same amendment has been effected in Section
8(5)(g)(vii) which obligates the Treasurer to “submit an annual
report to the Annual General Conference to which shall be attached
the audited accounts and balance sheet for the preceding year” –
now amended to read “the preceding Financial Year”.
New provision
“The duties of the Treasurer shall be as follows . . . He/She
shall circulate to every member of the National Executive Committee
the audited accounts and balance sheet for the preceding
Financial Year;”
Explanatory note
These amendments merely qualify “the preceding year” so they are
understood by the reader to be references, not to calendar years
but to “the preceding Financial Year”.
PROPOSED AMENDMENT NO. SECTION 11
8(5)(g)(viii)
Is entirely a new provision proposed to be an additional
paragraph to provide thus:
“The duties of the Treasurer shall be as follows . . .
In respect of any Election Year, he/she shall, in addition
to the audited financial statements for the preceding year, also
present to the Annual General Meeting the following financial
statements and reports:
- Half-Year (January-June) Audited Financial Statements;
and - Unaudited Management Report for the period ended one
week to the Annual General Meeting date.”
Explanatory note
This is a financial reporting obligation that should bring some
sanity into the management of the Association’s funds in the dying
days of an NBA administration by introducing reporting obligations
on the day before handover to an incoming administration in respect
of the Association’s half-year audit and the unaudited accounts as
at “one week to the Annual General Meeting date”. This would
hopefully eliminate the disputations and quibbles as to what the
closing balances and liabilities that were left behind by outgoing
administrations. For more on this, please read our Concept Note on
the Financial Year Change Proposal.
PROPOSED AMENDMENT NO. 12 SECTION
8(5)(g)(ix)
Is entirely a new provision proposed to be an additional
paragraph to provide thus:
“The duties of the Treasurer shall be as follows . . .
He/She shall circulate to every member of the National
Executive Committee the financial statements and reports specified
in sub-paragraph (vii) above prior to the Annual General
Meeting.”
Explanatory note
Same comment as above – i.e. the immediately preceding Section
8(5)(g)(viii)
PROPOSED AMENDMENT NO. 13 SECTION 8(6)(a)
Old provision
“The National Officers shall meet at least once in every
calendar month at such time and place as the President may direct.
The President shall preside at the National Officers’ Meetings and
in the absence of the President, the First Vice-President and
failing him, the Second Vice President shall preside.”
The new provision
“The National Officers shall meet once in every calendar
month at such time and place as the President may direct provided
that such meetings may be held via teleconference, video
conference, or by any other electronic medium, means or platform.
Subject to the further provisions of this Constitution, the
President shall preside at the National Officers’
Meetings.”
Explanatory note
Sections 8(5)(b)(i), 8(5)(c)(i), 8(5)(d)(i) and 8(5)(d)(v) all
provide for the chairing of meetings in the absence of the
President and we thought it unnecessary to reproduce a part of
these provisions in this Section 8(6)(a). The standard phrase
“subject to the further provisions of this Constitution”
incorporates all the afore-listed provisions.
Second, we introduced in this Section the use of technology for
hosting meetings of the National Officers in order to reduce
constant travels by National Officers (with the attendant costs not
to mention travel risks and dangers).
PROPOSED AMENDMENT NO. SECTION 14 15(8)
Is entirely a new provision proposed to be an additional
paragraph to provide thus:
“Without prejudice to the preceding provisions of
sub-paragraph (7), the National Executive Committee may, as
necessary and required, impose sanctions upon the President and the
Treasurer in the event of a failure by the Treasurer (a) to prepare
and publish any of the financial statements and reports that are
incumbent upon the Treasurer to publish under this Constitution;
and/or (b) prepare and present to the National Executive Committee
the Annual Budget of the Association as mandated by this
Constitution.”
Explanatory note
This is a new provision that seeks to instill discipline in the
financial reporting and budgetary provisions of the Constitution.
Even though these financial reporting and budgetary provisions are
primarily the responsibilities of the Treasurer, the President
cannot escape responsibility given the fact that the Constitution
vests in the President responsibility of being the Captain of the
Ship and ensuring that all the provisions in the Constitution are
fully complied with by the National Officers. To that extent, we
propose that the President should be sanctioned alongside the
Treasurer for these fundamental breaches of the Constitution that
are listed in this new provision. Equally important, by making this
provision to be “without prejudice to the preceding . . .
sub-paragraph (7)”, it allows room for the National Executive
Committee to impose sanctions other than their removal from office
– the big stick that is stipulated in sub-paragraph (7) – against
the President and the Treasurer in respect of these breaches. Of
course, NEC, at its discretion can also wield the “big stick” in
the said paragraph against these Officers e.g. if there are
persistent breaches of these financial reporting and budgetary
provisions. The very prospect of these sanctions, in our view, will
encourage compliance by NBA administrations, starting with the
current administration.
PROPOSED AMENDMENT NO. 15 SECTION
18(3)
Is entirely a new provision proposed to be an additional
paragraph to provide thus:
“Without prejudice to the preceding subparagraph (2),
the President shall be the final authorizing person in respect of
all electronic banking payments. Provided that all payments,
electronic or not, shall be vetted and recommended for payment by
the Treasurer and/or the General Secretary prior to the President’s
approval and subsequent uploading (in the case of electronic
payments) and payment authorization.”
Explanatory note
This provision introduces electronic banking transaction and
payment systems to complement the cheque-writing system – a
practice that is actually going out of date. In point of fact, the
NBA currently runs an electronic payment system. The 10% of the Bar
Practicing Fees that were paid to Branches were all paid
electronically.
Indeed, virtually all our payments are now done electronically
and directly to the bank accounts of the service providers and
direct recipients of the funds. This constitutional provision that
we have introduced provides for mandatory checks and balances by
mandating that “all payments, electronic or not, shall be vetted
and recommended for payment by the Treasurer and/or the General
Secretary prior to the President’s approval and subsequent
uploading (in the case of electronic payments) and payment
authorization”. This provision also holds the President
primarily responsible for the management of the Association’s funds
and resources and eliminates the excuse that he was not aware of
what may have been happening below him.
PROPOSED AMENDMENT NO.16 SECTION 21(1)
New transitional provision to provide thus:
“The occupants of the National Officers of
1st Assistant Secretary,
2nd Assistant Secretary,
Assistant Financial Secretary and Legal Advisers as at the
commencement of this Constitution shall continue to occupy and
perform the functions of those offices as specified in the Nigerian
Bar Association Constitution 2015 up to the completion of their
respective terms of office.”
Explanatory note
This is a transitional provision that takes care of the current
occupants of the offices of 1st Assistant Secretary, 2nd Assistant
Secretary, Assistant Financial Secretary and Legal Adviser –
positions that have been axed in the amendments hereof. See Item 3
of these Synopsis.
PROPOSED AMENDMENT NO. 17 SECTION 21(2)
Ditto
“Upon the expiration of the tenure of the occupants of
the offices specified in the preceding sub-paragraph (1) hereof,
the said offices shall no longer exist as offices of the
Association and shall no longer be contested for in the National
Elections of the Association.”
Explanation
Ditto
PROPOSED AMENDMENT NO. 18 SECTION 22
(erroneously numbered)
“The Nigerian Bar Association Constitution, amended and adopted
at the Delegates Conference held in Lagos on 20th August, 2009 and
further amended and adopted at the Annual General Conference held
in Owerri on 28th August 2014 is hereby repealed.”
The new provision
“The Nigerian Bar Association Constitution 2015 is
hereby repealed.”
Explanatory note
This is a Repeal provision that would come into effect when and
if the Annual General Meeting resolves to amend the Nigerian Bar
Association Constitution 2015 in the terms of our proposals. In
point of fact, the Annual General Meeting reserves the flexibility
of either repealing and replacing the Constitution, as amended, or
merely amending the Constitution in the terms of the proposed
amendments in which case, the Constitution will be known and cited
as “Nigerian Bar Association Constitution 2015 (as amended)”.
Either route would achieve the essence of the proposed
amendments.
PROPOSED AMENDMENT NO. 19 SECTION 23
(erroneously numbered as 22)
Old provision
“This Constitution may be cited as the Nigerian Bar Association
Constitution 2015 and shall come into effect upon its being
approved by the General Meeting.”
New provision
“This Constitution may be cited as the Nigerian Bar
Association Constitution 2019 and shall come into effect upon its
being approved by the General Meeting.”
Same explanatory notes as for the immediately preceding Section
22.
Nairalaw Cross Check