LEGAL PRINCIPLE: COMPANY LAW – Voluntary Associations – Constitution – Amendment Where Founder Deceased
PRINCIPLE STATEMENT
The word 'amendment' includes rewriting the whole constitution and substituting the new for the old. The existing Constitution was written around the Founder Pastor. With his death, an impasse has been created in the affairs of the Church and it is only by writing a new Constitution that the logjam can be overcome. In the absence by death of the Pastor, surely, the Pastor-in-Council should be able to act.
RATIO DECIDENDI (SOURCE)
Per Ogundare, JSC, in Owodunni v. Registered Trustees of Celestial Church of Christ (2000) NLC-1261995(SC) at p. 28; Paras B–D.
"The word 'amendment' includes rewriting the whole constitution and substituting the new for the old. The existing Constitution was written around the Founder Pastor. With his death, an impasse has been created in the affairs of the Church and it is only by writing a new Constitution that the logjam can be overcome. In the absence by death of the Pastor, surely, the Pastor-in-Council should be able to act."
EXPLANATION / SCOPE
Amendment of a voluntary association’s constitution includes rewriting the entire document when circumstances necessitate. Where the constitution was structured around a founder who has died, creating an operational impasse, the governing body may act to adopt a new constitution to overcome the deadlock. This pragmatic approach prevents organizations from being paralyzed by outdated provisions that no longer serve their purpose. The power to amend includes the power to restructure fundamentally when necessary for the organization’s continued functioning.