How to Remove a Trustee of an NGO
An NGO (Non-Governmental Organisation) is registered as an Incorporated Trustee under Part F of the Companies and Allied Matters Act 2020, at sections 823 to 850. If you have seen older material citing Part C, that was the position under the previous CAMA — Part C of the current Act deals with Limited Liability Partnerships.
Under CAMA, Incorporated Trustees are non-business, non-profit organisations. They are formed by people bound together by custom, religion, kinship or nationality, or by any association of persons established for a religious, educational, literary, scientific, social, development, cultural, sporting or charitable purpose.
This article outlines how a trustee is removed. Before you start, though, check whether you actually need a removal at all.
First, check whether the trusteeship has already ended. A trustee can cease to hold office without any removal vote:
- Resignation. The cleanest route, and often available if approached properly.
- Expiry of tenure. Many constitutions set fixed terms. Check whether the term has simply run out.
- Death.
- Disqualification. Under section 826, a person cannot serve as a trustee if they are under 18, have been found by a court to be of unsound mind, are an undischarged bankrupt, or have been convicted of an offence involving fraud or dishonesty within the preceding five years. A disqualified person who continues to act incurs a penalty for each day they do so.
If any of these applies, you are filing a change of trustee on that basis rather than fighting a removal. The CAC filing asks you to state the reason for the change — removal, resignation, tenure expiration, or new appointment — so identify the right one from the outset.
The standard procedure
Where a removal is genuinely required and the board has the numbers, the steps are:
Step 1 — Read your constitution first. The power to remove a trustee comes from your own governing documents, not from CAMA directly. Check what grounds the constitution allows, what notice is required, what quorum applies, and what majority you need. A resolution passed outside the constitution’s procedure is vulnerable to challenge no matter how it is filed.
Step 2 — Hold a general meeting and pass the resolution. The proposed change must be adopted at a properly convened meeting. You will need extracts of the minutes, signed by the Chairman and Secretary, for the filing.
Step 3 — Publish notice. Advertise the proposed change in two daily newspapers — one circulating nationwide, and one circulating in the area where the association is based. The notice must state the names of the existing trustees, indicating those to be removed, the names of the proposed trustees, and it must invite objections within 28 days of publication. That 28-day window is the waiting period, not a deadline for advertising.
Step 4 — File with the CAC. Filing is done online through the CAC portal. For appointment, replacement, or alteration of trustee particulars, the relevant filing is Form CAC/IT 03. Note that this is a distinct filing from a change of the association’s name (Form CAC/IT 02) or an alteration of the constitution (Form CAC/IT 07). Removing a trustee does not by itself require you to amend your constitution — only file for a constitutional amendment if you are actually changing the constitution.
Step 5 — Objections. If no objection is received within the 28 days, the Commission proceeds with the change. Where objections are received, the Commission will deal with them as it sees fit after seeking further information from both the objectors and the applicants.
You will need a replacement
An Incorporated Trustee must have a minimum of two trustees. So if the association currently has only two, removing one means you must appoint a replacement in the same process — and your proposed replacement must not fall within the disqualifications in section 826 above. Run those checks before the meeting, not after.
When the trustee will not go quietly
The procedure above works when the board has the votes and the trustee accepts the outcome. It does not help where a trustee controls the bank accounts, refuses to convene or attend a meeting, or disputes the resolution. That is the situation most people are actually in when they start looking for this article, so it is worth knowing what else exists.
Section 839 of CAMA 2020 allows for the suspension of trustees and the appointment of an interim manager where there has been misconduct or mismanagement, where the association’s affairs are being run fraudulently, where it is necessary to protect the association’s property, or where it is desirable in the public interest.
The detail that matters most here is often overlooked. Under section 839(2), the suspension is made by order of court, on the petition of either the Corporate Affairs Commission or members constituting one-fifth of the association, and the petitioners must present reasonable evidence or such evidence as the court requires. Members are not dependent on the Commission deciding to act — if you can assemble one-fifth of the membership and the evidence, you can petition the court directly.
This is a serious step and not a substitute for following your own constitution where that route is open. But where a trustee has entrenched themselves and ordinary governance has broken down, it is the mechanism the law provides. Get advice before going down this road.
Need Legal Support?
We hope you have found this information helpful. Please note that this information is provided for general informational purposes only and is not intended to be legal advice. No lawyer-client relationship is formed nor should any such relationship be implied. It is not intended to substitute for the advice of a qualified lawyer. If you require legal advice, please consult with a qualified lawyer.