The Federal High Court, Abuja, has ruled that trustees of the Arewa Development Support Initiative cannot remove fellow trustees or conduct the affairs of the organisation through WhatsApp where such actions contravene the organisation’s registered constitution.
In a judgment delivered on September 30, 2026, Justice J. O. Abdulmalik also suspended two trustees, Khuraira Musa and Celina Gar, and nullified all actions taken by them between March 1 and April 30, 2024.
The judgment followed a suit filed by the Incorporated Trustees of Arewa Development Support Initiative against Mses Musa and Gar over alleged unlawful alterations to the organisation’s records at the Corporate Affairs Commission, CAC, removal of trustees and change of its secretary.
The claimant had alleged that the defendants made alterations to its records at the CAC between March and April 2024 without a meeting of the trustees or General Assembly authorising the changes.
It also alleged that six trustees were removed without a meeting of the General Assembly and that Ms Gar was subsequently listed as the organisation’s secretary on June 14, 2024.
The claimant further alleged that the defendants caused its Jaiz Bank account to be placed on hold.
One of the claimant’s witnesses, Roseline Tasha, told the court that she was a trustee and former secretary of the organisation but was unlawfully removed.
She maintained that there was no two-thirds consent of members before her removal and alleged that the first defendant was responsible for changing the organisation’s status at the CAC.
However, Ms Gar, who testified as the sole defence witness, denied that the defendants unilaterally removed any trustee or altered the organisation’s constitution.
She told the court that the removal of dormant or non-performing trustees was supported by a majority of trustees through discussions on the organisation’s WhatsApp platform.
She further claimed that a physical meeting was held in Kaduna in January 2020, where eight trustees in attendance voted in favour of removing dormant trustees.
The defence tendered several WhatsApp conversations and other documents in support of its case.
However, during cross-examination, Ms Gar admitted that the organisation’s constitution did not provide for meetings to be conducted through WhatsApp.
She also acknowledged that the constitution did not provide for the removal of trustees on the ground of non-performance.
The court subsequently examined the provisions of the organisation’s constitution and the Companies and Allied Matters Act, CAMA, 2020.
Justice Abdulmalik held that the constitution of an organisation is binding on its members and must be followed in conducting its affairs.
The judge noted that Article 4 of the organisation’s constitution provided that trustees were to be elected at a general meeting by a two-thirds majority of members present.
The constitution also provided that a trustee could be recommended for removal by the board of governors and trustees through a majority vote at a general meeting.
Similarly, Article 6 stipulated that the organisation was to conduct its affairs through an Annual General Meeting, emergency meeting, executive meeting and trustees’ meeting, with two-thirds requirements.
The judge said the constitutional provisions were consistent with Sections 827 and 834 of CAMA 2020, which deal with the appointment, replacement and removal of trustees of incorporated associations.
