…Says Association Will Benefit Hugely From It
The National Association of Nigeria Travel Agencies (NANTA) has been advised on the need to have a robust constitution that would explicitly and unambiguously guide the operation of the association and also define the roles of officers, board of Trustees and members to avoid constant conflicts and litigations in future
The advice was given by Dr. Kemi Pinheiro , a Senior Advocate of Nigeria(SAN) in his Keynote Speech at the just concluded NANTA’s 49th Annual General Meeting(AGM) in Ikeja, Lagos.
This is just as the legal giant posited that since the travel and tourism industry is where trust, service quality, and reliability are paramount, a compressive review of the association’s constitution is very necessary .
He pointed out that NANTA AGM presents an opportunity for appraisal of the association’s constitution in the light of the critical role that structured governance, professional practice and ethical standards provided by the Constitution, play in propelling professional associations such as NANTA toward sustainable growth.
Pinheiro argued that crafting a constitution is like designing an airport terminal, adding if it is well done, everything flows smoothly and people know exactly where to go, and there’s harmony in movement.
He, however, warned that if done poorly, confusion will reign, tempers will flare.
Pinheiro said that at present, NANTA operates as an Incorporated Trustee which is regulated under Part F of the Companies and Allied Matters Act (CAMA) 2020 specifically Sections 823 to 834 of the CAMA, adding that in registering an Incorporated Trustee, Section 825 of CAMA provides that two copies of the Constitution are required to be submitted along with other documents, thus making the C o n s t i t u t i o n a m a n d a t o r y d o c u m e n t f o r a n y Incorporated Trustee and more particularly for NANTA.
To further explained the importance of a constitution, Pinheiro cited a book titled, “Constitutional and Migration Law in Nigeria” written by Learned Silk, Sebastine T. Hon SAN, who said that, “A Constitution is an organic law through which all laws, authorities, or actions derive their legitimacy. It is the general legal framework that defines, describes, and limits the exercise of powers, rights and obligations, and prescribes, in broad terms, the modes and methods of the exercise thereof.”
Speaking further on the importance of a constitution, the legal giant cited the Mohammed vs Sokoto in (2021) 4 NWLR (Pt. 1775) 205 (CA), in which according to him, the Court of Appeal eloquently summarised the nature and authority of an association’s constitution as follows:
“The constitution of an association is the organic instrument which confers powers and also creates rights and limitations. It regulates the affairs of the members, binding the members by its provisions. It is the supreme guide for all its activities. Where the constitution lays down a procedure by which certain actions must be taken, those actions cannot be said to have been properly taken without due compliance with the letters of the constitution.”
This authoritative judicial pronouncement, Pinheiro stated, confirmed that a constitution is not just a symbolic document; it is the foundation of legitimacy and order as it encapsulates the principles, governance structures, and operational guidelines that enable an organisation like NANTA to function efficiently and with integrity.
He asserted that a professional association without a constitution is akin to a vessel adrift at sea without compass, sail, or anchor.
Pinheiro drew the attention of NANTA to ambiguity in voting by members to Article 15(5) of the Constitution provides for voting by members, with each member being entitled to one vote and that the provision is in line with Section 827 (c) (iii) of CAMA.
He, however, contended that the Article does not expressly provide for who can vote on behalf of members.
“Should it be an authorised representative of the member, such as the Chief Executive Officer, the Company Secretary? Or, in the absence of such clarity, can an administrative intern who inadvertently finds himself at the meeting venue vote? Pinheiro asked rhetorically
This lack of specificity, Pinheiro said could give rise to disputes regarding representation, authority, and proxy voting, adding that a prudent approach would be to amend the Constitution to clearly state that, where a corporate entity is admitted as a member, such entity shall act through a duly appointed representative.
He further argued that the mode of such appointment, whether through a board resolution, formal letter of nomination, or otherwise, must be prescribed, and the scope of the representative’s authority clearly defined, stressing that this will mitigate uncertainty and promote administrative efficiency.
The Keynote Speaker also raised questions on the issue of Dormant Membership and Financial Default as contained in Article 8(5)(l) of the Constitution, which according to him addressed the issue of dormant membership in the following terms:
“A member will become dormant (inactive) after 2 years of non- compliance with its financial obligations to the Association. Such members will need to offset outstanding dues and any other fines as may be determined by the executive council.”
He argued that while the intention behind this clause is commendable, there are legal questions unanswered.
“Firstly, what is the legal status of a “dormant” member? Is such a member deemed suspended? Does the dormancy affect voting rights or the right to attend meetings? Is the member still bound by the Association’s rules? Also, the Constitution needs to address the process for reactivation. It is advisable to revise this provision to include a comprehensive definition of “dormant member,” outlining the rights and limitations attendant thereto, and establishing clear procedural steps for reactivation. Clarity on this point will promote fairness and avoid administrative confusion,” he said.
On the Qualification and Disqualification of Trustees, he stated that Article 9 of the Constitution is commendable for the appointment, qualifications, powers, and removal of Trustees, but that there remains an important omission that must be addressed for full compliance with the provisions of CAMA 2020.
According to him, “noted Section 826(1)(a) of CAMA 2020 provides that: “A person shall not be qualified to be appointed or act as a trustee if he is an infant.”
He contended that the term “infant” here refers to a person under the age of 18 and that it is imperative that this disqualification be expressly incorporated into the Constitution to ensure conformity with statutory requirements.
Pinheiro noted that in doing so, the association not only fortifies its legal standing but also preempts any potential legal challenges to the validity of its trusteeship appointments.
Pinheiro asserted that in the travel and tourism industry, where trust, service quality, and reliability are paramount, maintaining high standards of professional conduct is not just desirable but also is indispensable.
A comprehensive constitution must therefore set out clear ethical standards and disciplinary procedures. It becomes the moral compass that guides the conduct of members and reinforces industry confidence.
He urged NANTA to emulate the Nigerian Bar Association (NBA), whose constitution explicitly states its objective as the: maintenance of the highest standard of professional conduct, etiquette, and discipline.
This principle, he informed has helped uphold the integrity of the legal profession in Nigeria and that NANTA stands to benefit greatly by embedding exacting professional standards within its own constitutional framework, thereby reinforcing its standing as a credible and principled industry body.
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