#NBAAGC2019: DOWNLOAD: Communiqué Issued By The NBA At The Close Of Her 59th Annual General Conference, Held From 23rd To 28th August 2019 In Lagos

RESOLUTIONS OF THE NIGERIAN BAR ASSOCIATION 2019 AT ITS ANNUAL GENERAL MEETING (“AGM”) MEETING HELD AT HARBOUR POINT, VICTORIA ISLAND, LAGOS ON THURSDAY, 29 AUGUST 2019

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1.1 Whereas the Nigerian Bar Association (“NBA” or “Association”) held its 2019 Annual General Meeting at Harbour Point, Victoria Island, Lagos on Thursday, 29 August 2019;

1.2 And whereas the AGM considered several issues of importance to the Association;

1.3 The meeting unanimously RESOLVED as follows: Finance Matters

1. The AGM received and APPROVED the Financial Statements for the Year ended 31 July 2019 of the NBA together with the Reports of the Auditor and the Treasurer.

2. The AGM further RESOLVED that:
a. With effect from Year 2020, the NBA Financial Year shall commence from January of each year and end in the December of that year and the year-end audit shall be conducted for the said Financial Year.

b. As part of the transition arrangement following the adoption of Resolution I above, the audited financial statements for the period August to December 2019 shall be prepared by the NBA’s external auditors and presented by the Treasurer to members at the NBA AGM that shall be held in 2020.

c. In respect of any Election Year, the Treasurer shall, in addition to the audited financial statements for the preceding year, also present to the AGM the following financial statements and reports:

i. Half-Year (January-June) Audited Financial Statements; and
ii. Unaudited Management Report for the period ended one week to the AGM date.

3. The AGM also APPROVED the appointment of Deloitte & Touche as the NBA’s External Auditors for 2019/2020 on such terms and conditions as shall be negotiated and agreed upon between the Firm and the National Officers led by the NBA President, Mr. Paul Usoro, SAN. Trustees

4. The AGM NOTED that:
a. The NBA Trustees, comprising Alhaji Abdullahi Ibrahim, CON SAN, Chief Thompson Joseph Onomigho Okpoko, SAN, Chief (Mrs.) Priscilla Kuye, Chief Wole Olanipekun, OFR SAN, Chief Anthony Mogbo, SAN and Alhaji Murtala Aminu, had served the NBA diligently and faithfully in that capacity since their respective appointments in or about 2004.
b. Section 19 of the Nigerian Bar Association Constitution, 2015 (“the NBA Constitution”) stipulates that “the Trustees shall hold office for a term of six years and shall be eligible for re-election for one more term only” thereby placing term limits of 12 (twelve) years for Trustees of the Association.
c. As at date, the Trustees have each served for about 14 years i.e. from their appointment year of 2004 or thereabouts.

5. The AGM DIRECTED the NBA President, Mr. Paul Usoro, SAN to, on behalf of the NBA, express heartfelt appreciation, both in writing and otherwise, to the Trustees for their unalloyed and immeasurable services to the Association in their said capacities as Trustees.

6. The AGM APPROVED the appointment of the following persons as Trustees of the Association and directed the NBA President, Mr. Paul Usoro, SAN to communicate the appointment to them:

a. Olisa Agbakoba, SAN, Past NBA President – Chairman
b. Joseph B Daudu, SAN, Past NBA President – Member
c. Augustine Alegeh, SAN, Past NBA President – Member
d. Obafemi Adewale, SAN, Past NBA General Secretary – Member
e. Hajia Fatima Kwaku – Member
f. Kanu Agabi, CON SAN – Member

NBA President’s Address and Other Reports
7. The AGM received and NOTED the:
a. NBA President’s Address
b. Reports from the NBA National Officers
c. Statutory Reports from:
i. Corporate Affairs Commission
ii. National Human Rights Commission
iii. Council of Legal Education
iv. Nigerian Institute of Advanced Legal Studies
v. Legal Aid Council; and
vi. Nigerian Law Reform Commission
d. NBA Sections comprising of:
i. Section on Legal Practice
ii. Section on Business Law
iii. Section on Public Interest & Development Law

Amendments to the Nigerian Bar Association Constitution 2015

8. The AGM RESOLVED to amend the NBA Constitution in the following terms:
a. Amend Section 7(5)(e) to read as follows: Section 7(5)(e). “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 post-graduate degree or professional certificate and experience in any of the following study areas: finance, accounting or business administration;”

b. Amend Section 7(5)(g) to read as follows:
Section 75(g). “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.”

c. Amend Section 8(2) to read as follows:
Section 8(2).
“a) The President
b) The First Vice President
c) The Second Vice President
d) The Third Vice President
e) The General Secretary
f) The Assistant General Secretary
g) The Treasurer
h) The Welfare Secretary
i) The Financial Secretary
j) The Publicity Secretary
k) The Assistant Publicity Secretary”

d. Amend Section 8(3)(c)(ii) to read as follows:
Section 8(3)(c)(ii). “For contestants for the offices of General Secretary, Treasurer, Financial Secretary, Publicity Secretary and Welfare Secretary – for not less than two (2) years at the National Executive Committee.”

e. Amend Section 8(3)(c)(iii) to read as follows:
Section 8(3)(c)(iii). “For contestants for the offices of Assistant General Secretary and Assistant Publicity Secretary on their Branch Executive Committee for not less than two (2) years.”

f. Amend Section 8(3)(d)(ii) to read as follows:
Section 8(3)(d)(ii). “General Secretary, Treasurer, Publicity Secretary, Financial Secretary and Welfare Secretary – not less than ten (10) years.”

g. Amend Section 8(3)(d)(iii) to read as follows:
Section 8(3)(d)(iii). “Assistant Secretary – not less than eight (8) years.”

h. Amend Section 8(3)(d)(iv) to read as follows:
Section 8(3)(d)(iv). “Assistant Publicity Secretary – not less than five (5) years.”

i. Insert a new Section 8(3)(e) as follows:
Section 8(3)(e). “The National Officers, and in particular, the President and the General Secretary, must be persons with proven integrity, administrative skills and experience and with demonstrable capacity to serve without expecting or having consideration for pecuniary rewards and/or remuneration.”

j. Insert a new Section 8(3)(f) to read as follows:
Section 8(3)(f). “The Treasurer and the Financial Secretary must in addition to their law qualifications be persons with basic understanding and appreciation of finance and accounting.”

k. Amend Section 8(5)(b)(ii) to read as follows:
Section 8(5)(b)(ii). “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.”

l. Amend Section 8(5)(b)(iv) to read as follows:
Section 8(5)(b)(iv). “Shall perform all other duties as he/she may be directed by the President or the National Executive Committee or the Annual General Meeting or which the President is unable to perform owing to ill health, old age, absence from the country or any other reason.”

m. Amend Section 8(5)(c)(ii) to read as follows:
Section 8(5)(c)(ii). “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.”

n. Amend Section 8(5)(c)(iv) to read as follows:
Section 8(5)(c)(iv). “Shall perform all other duties as he/she may be directed by the President or the National Executive Committee or the Annual General Meeting.”

o. Amend Section 8(5)(d)(ii) to read as follows:
Section 8(5)(d)(ii). “Shall be responsible for the coordination or 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;”

p. Amend Section 8(5)(e)(v) to read as follows:
Section 8(5)(e)(v). “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.”

q. Amend Section 8(5)(f) to read as follows:
Section 8(5)(f). “Assistant Secretary “(i) He/She shall assist the General Secretary in the performance of his/her duties and shall in the absence of the General Secretary act in his/her place;

(ii) He/She shall perform all other duties as may be assigned to him/her by the President, the General Secretary, the National Executive Committee or the Annual General Meeting.”

r. Amend Section 8(5)(g)(iii) to read as follows:
Section 8(5)(g)(iii). “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.”

s. Insert a new Section 8(5)(g)(v) to read as follows:
Section 8(5)(g)(v). “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.”

t. Amend Section 8(5)(g)(vi) to read as follows:
Section 8(5)(g)(vi). “He/She shall circulate to every member of the National Executive Committee the audited accounts and balance sheet for the preceding Financial Year.”

u. Amend Section 8(5)(g)(vii) to read as follows:
Section 8(5)(g)(vii). “He/She shall submit an annual report to the Annual General Conference to which shall be attached the audited accounts and balance sheet for the preceding Financial Year.”

v. Insert a new Section 8(5)(g)(viii) to read as follows:
Section 8(5)(g)(viii). “In respect of any Election Year, he/she shall, inaddition to the audited financial statements for the preceding year, also present to the Annual General Meeting the following financial

statements and reports:
a. “Half-Year (January-June) Audited Financial Statements; and
b. “Unaudited Management Report for the period ended one week
to the Annual General Meeting date.”

w. Insert a new Section 8(5)(g)(ix) to read as follows:
Section 8(5)(g)(ix). “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.”

x. Amend Section 8(6)(a) to read as follows:
Section 8(6)(a). “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.”

y. Insert a new Section 15(8) as follows:
Section 15(8). “Without prejudice to the preceding provisions of subparagraph
(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.”

z. Insert a new Section 18(3) as follows:
Section 18(3). “Without prejudice to the preceding sub-paragraph (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.”

aa. Insert a new Section 21 as follows (and renumber the succeeding paragraphs):
Section 21. “Transitional Provisions.
“(1) 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.

“(2) 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.”

bb. Renumber Section 21 to become Section 22 and amend the contents as follows:
Section 22. “The Nigerian Bar Association Constitution 2015 is hereby amended.”

cc. Renumber Section 22 to become Section 23 and amend the contents as follows:
Section 23. This Constitution may be cited as the Nigerian Bar Association Constitution 2015 (as amended) and shall come into effect upon its being approved by the General Meeting this 29th day of August 2019”.

9. The AGM further RESOLVED that these amendments to the Nigerian Bar Association Constitution 2015 shall take effect from today, the 29th day of August 2019 pursuant to these Resolutions.

10. The AGM also RESOLVED that
a. These amendments should be adapted and reflected, as necessary and required, in the Byelaws of the NBA Branches; and
b. The NBA President, Mr. Paul Usoro, SAN was mandated to supervise and ensure the effectuation of this Resolution.

11. The AGM further NOTED and APPROVED the decision of the NBA President, Mr. Paul Usoro, SAN to retain and not dissolve the Constitution and Electoral Review Committee of the NBA (“the Committee”) and to mandate the Constitution and Electoral Review Committee of the NBA to examine in particular the electoral provisions in the NBA Constitution in order to determine aspects of those provisions that may require reforms and consequentially advise on the need for further amendment of the NBA Constitution in regard thereto.

Dated this 29th day of August 2019

Paul Usoro, SAN        Jonathan Gunu Taidi
NBA President          NBA General Secretary

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