Whilst trustees of non-governmental organisations, associations, initiatives, foundations and religious bodies amongst others; previously registered prior to the passing of the new Act, where registered under Part C of the CAMA, 1990; upon the gazetting of the CAMA 2020, new trustees will henceforth be registered under Part F of CAMA 2020. This does not invalidate any prior registration; however, such trustees are bound by the provisions of Part F of CAMA 2020 as the former Act has now been repealed.

The following are notable reforms affecting Incorporated Trustees under CAMA 2020:

1. The classification of associations to be registered under Part F which shall be in accordance with the aims and objectives of the association.[1] This classification is to be determined by the Corporate Affairs Commission.
2. An additional reform is the provision for merger of an Incorporated Trustees, an association may be treated as forming part of an already registered association and also any two or more associations having the same trustees be treated as a single association.[2]
3. The Commission may by order suspend the trustees of an association and appoint an interim manager or managers to manage the affairs of an association[3] where it reasonably believes that:
4. a.    there is or has been any misconduct or mismanagement in the administration of the association.
5. .

The trustees shall be suspended by an order of Court upon the petition of the Commission or members consisting of one-fifth of the association and the petitioners shall present all reasonable evidence or such evidence as requested by the Court in respect of the petition.

The Commission although empowered to make decisions affecting the Incorporated Trustees can only do so upon an Order of Court and the approval of the Minister of Industry, Trade and Investment.

• The Court may also by order vest any property held by or in trust for the association in the official custodian, who shall be a person so designated by the court and may from time to time require the persons in whom any such property is vested to transfer it to the official custodian who will be an individual as the court may, from time to time designate, or appoint any person to transfer any such property to the official custodian.
• Where a bank holds one or more accounts in the name of or on behalf of the incorporated trustees of a particular association, and the account, or, if it holds two or more accounts, and each of the accounts is dormant (as defined under the relevant banking regulation), the bank shall without delay notify the Commission of these facts.[4]
• The trustees of an association shall submit to the Commission a bi-annual statement of affairs of the association, as the Commission shall specify in its regulations.[5] This has dispensed with the prior requirement for filing of its statement of affairs annually.
• The financial year of an association shall be determined by the Commission through regulations issued and the Commission may also make provision for determining the financial years of an association for the purposes of the Act and any regulation made under it.[6]
• An Incorporated Trustee may be dissolved by the Court on a petition brought for that purpose by the governing body or council; or one or more trustees; or members of the association constituting at least 50% of the total `ship; or the Commission[7].
• The Commission is now vested with the power to investigate the affairs of NGOs where the interest of members or the public so demands, including ensuring compliance with the provisions of the Act and relevant regulations made by the Commission. 
• Section 847 CAMA requires accounting records to be preserved for 6 years.
• By Sections 825, 827 and 830 CAMA, the impression or drawing of the association’s proposed common seal and provision for same in the association’s constitution is no longer mandatory.
•  Section 826(2) CAMA provides the Commission with the discretion to determine the penalty for appointing a Trustee disqualified by law.

For more enquiry you can contact us at info@punuka.com 

This notice is issued as part of our public service and awareness program.

SIGNED  PUNUKA Attorneys & Solicitors

[1] S. 824 CAMA 2020

[2] S. 831 CAMA 2020

[3] S. 839 CAMA 2020

[4] S. 842. (1) CAMA 2020

[5] S. 845 (1) CAMA 2020

[6] S. 846 (5) CAMA 2020

[7] S. 850 (1) CAMA 2020