The required reforms in the NBA
must logically start from its apex, to wit, the governance structure at the
national level.  The current governance structure of the Association does
not have any defined role for an executive management.  Indeed, it does
not even define and/or delineate properly, if at all, the roles of the elected
part-time NBA National Officers and the administrative officials in the
National Secretariat.  As the NBA-commissioned January 2018 KPMG
Diagnostic Review of Financial Management and Reporting Process (“KPMG Report”)
states, “currently, the elected NEC officers have significant administrative
involvement in management activities such as financial control, human resources
and recruitment, and staff training . . . The elected officers, who are
part-time officers are challenged with overseeing and managing the operations
of the Secretariat while also playing crucial executive leadership roles in
their primary law practices”.

The NBA operates the Town or
Village Union leadership model similar to an Ibibio, Annang or Efik Peoples
Union where, illustratively, officers for the running of the Unions are elected
from the membership.  Those Unions with their limited membership and
activities have no need for executive management; their books and records, as
rudimentary as they usually are, are maintained by the elected part-time
officials.  The budgets and activities of those Unions are nothing
compared to the income/expenditure budgets, let alone, the activities of the
NBA.  Without a doubt, the NBA of 2018 has outgrown the 1960s Town Union
leadership model that was used in the early days of the Association when our
membership was small and our activities and budgets not as sprawling. 

According to the Association’s
website, as at date, “the NBA has a membership of over 105,406 lawyers active
in 125 Branches across the 36 States, including the Federal Capital Territory
of Nigeria.  It is organized into three Practice Sections, eleven Fora,
and two Institutes, all supported by one National Secretariat”.  That is a
far more complex Association than was envisaged when the current Town Union
leadership model was designed for the NBA.  The operational complexities
of the Association in 2018 justify the delegation of day-to-day operations and
management of the NBA by the elected part-time National Officers to an
executive management team made up of suitably qualified, skilled and
experienced full-time personnel.

The elected part-time National
Officers would not be out of job thereby. The efficient running and operation
of the NBA at the national level will still remain their responsibility – in
the same way that Boards of companies and institutions retain primary
responsibility for the efficient running and management of companies – save
that the elected part-time National Officers will delegate as much of those
day-to-day operational functions to the executive management who will report
directly to the elected National Officers and be supervised by them.  The
elected National Officers will provide the policy direction and roadmap for
running the Association.  That way, efficiency and corporate governance
would be entrenched in the operations of the Association and the elected
National Officers could still rightly claim credit for the successful
operations and management of the NBA and, conversely, own up to the failures
thereof.  The elected part-time National Officers will in turn report to
NEC (National Executive Committee) made up of the Branch officials and co-opted
NEC members, not any different from the reporting line between the Board of any
organization and its shareholders, except that, in the case of the NBA the reporting
would be done quarterly during NEC meetings.

The fourth organ of the NBA at
the national level that we should institutionalize would be the Standing
Committees.  Standing committees, unlike their ad-hoc counterparts, attend
to specific recurring issues and generally assist the elected NEC officials in
the formulation of policies relating to the Committees’ specific areas of
focus; where required and necessary and always at the instance of the elected
National Officers, the Committees may also assist in supervising the
implementation or execution of such policies, after their adoption and/or
ratification by the elected National Officers and/or the NEC.  The number
of such standing committees would traditionally depend on the exigencies of the
organization or institution, at any given time; the numbers, in any case, are
not usually static or fixed.

Illustratively, the NBA could
have a Standing Committee on Constitution Review with primary responsibility
for periodically proposing required amendments to our Constitution based on new
and prevailing trends and developments e.g. the issues in my current
Reflections.  On the governance front, the Association ought to have,
amongst others, a Finance and Audit Committee that would work with external
advisers, inter alia, to entrench internal control policies and procedures in
the Association and work with elected National Officers in ensuring absolute
adherence to these policies and procedures. By their very nature, standing
committees and their records constitute institutional memory for the
Association. In order to retain, enhance and transmit such institutional
records and also create a succession plan within the Association, the
membership of the standing committees could be staggered in a manner that
ensures that the tenure of the members overlap, and do not all expire at the
same time.

I must enter a critical caveat
here on the constitution of committees generally: given our penchant for
patronage and reward systems, we must resist the temptation to proliferate the
number of standing committees and their membership.  That would be
counter-productive and wasteful.  The elected National Officers who have
responsibility for constituting committees must, prior to the constitution of
any committee, conduct a needs-analysis and be convinced – and also be able to
convince the general membership of the Association whenever the question is
raised – that there is a need for any such committee, standing or ad-hoc, and
that the constitution of the committee’s membership is justified and prudent
and definitely not wasteful or sprawling in size.