The Family Council

Nigerian families meet constantly. They meet at burials, at weddings, at hospital bedsides, and in the week after somebody has done something unforgivable.

What they do not do is meet on a Tuesday in March, with an agenda, because it is the second quarter and the accounts are ready. And because they do not, every substantial conversation the family has ever had about money has taken place among people who had travelled overnight, who were grieving or celebrating, who were surrounded by others, and who had to reach an answer before everybody dispersed again.

A family that only assembles in emergencies will only ever make emergency decisions.

The family council is the correction. It is the standing body through which a family exercises collective judgment on a schedule, in ordinary conditions, about matters that are not yet urgent. The essay on the second-generation question, elsewhere in this sub-cluster, identifies its absence in two of the eight failure modes: the silence, in which information reaches the second generation only at a reading; and the amicable division, in which heirs who have no voice over pooled capital rationally prefer their own share of it.

The essay on the family constitution wrote the rules. This one builds the body that applies them — how a council is composed, what it may and may not decide, how it meets, how it deals with the trustee without endangering the trust, and how it survives the generation that founded it.

The first structural error is to build a single body and expect it to do two incompatible jobs. Deliberation requires a small room. Legitimacy requires a large one. A family that has only the small body will be told it is a clique; a family that has only the large one will never decide anything.

The family assembly is everybody: every adult member of the class defined in the constitution, meeting once a year. It receives the report of the office and the accounts of the trust, hears what the council has done and why, elects or confirms the council's members, and ratifies whatever the constitution says requires ratification. It is not a working body and should not try to be. Its function is to make the smaller body answerable to somebody, which is the only thing that distinguishes governance from a committee of the willing.

The family council is the working body: a small number of members, appointed or elected under the constitution, meeting quarterly, holding the agenda between assemblies. It is where the family's view is actually formed, and its size is the first thing that determines whether it functions. Five to nine is the usual range. Below five it is not representative of anything. Above nine it becomes an audience with a table, and the real decisions migrate to a conversation held afterwards by three people, which is precisely the condition the council existed to end.

For a family in its first generation this may sound elaborate. It is not, and the scale should be set to the family. A founder with four adult children has a council of four and an assembly that is the same people plus spouses; the value is not in the apparatus but in the fact that a meeting exists, has a date, and produces a record. The structure matters later, when the same family has nineteen adult members across three branches and no living founder, and by then it is far too late to invent it.

A council has five functions and they are worth naming exactly, because most councils fail by drifting outside them rather than by performing them badly.

It forms and states the family's view. On a proposed sale, on the education policy, on whether the family should enter a new sector, on what the wealth is for this decade — the council is the body that produces an answer capable of being communicated to a trustee, a board, or a bank as the family's position rather than as one member's opinion.

It applies the constitution. Every document of that kind generates questions of interpretation within a year of adoption, and somebody must answer them. The council is that somebody, and its answers, minuted, become the working precedent of the family.

It holds the office to account. The family office reports to the council, and the council reads the report. That sentence contains most of what accountability means in practice: a body that receives the accounts, asks about the variances, and notices when a report is late.

It is consulted by the trustee, and exercises whatever consents the deed properly confers. And it is the forum of disclosure — the mechanism by which the family's position becomes known to its members as a matter of routine rather than as an act of courage by somebody who decided it was time.

Now the prohibitions, which matter more. The council does not manage the operating company; that is the board's function, and a council that begins reviewing management decisions has created a second board with no legal authority and no accountability. It does not administer; that is the family office. And it does not direct the trustee — a restriction that is not a courtesy but a matter on which the security of the entire structure depends, and which is treated in full in the fifth of the rules below.

A council that decides everything has replaced the institutions it was built to hold together. A council that decides nothing is a meeting. The whole craft is in the boundary.

What follows is how a council is actually built. The fifth is the one that a Nigerian lawyer should read twice.

Five failures account for nearly all of them, and none is constitutional. Each is a failure of practice, which means each is correctable by a family that recognises it.

It never meets. The constitution provides for quarterly meetings; two are held in the first year, one in the second, none thereafter. This is the commonest outcome by a wide margin, and its cause is almost always that convening is nobody's specific job. The remedy is administrative rather than governance: the family office schedules the year's meetings in advance and issues the papers, and the council's existence stops depending on anyone's enthusiasm.

It meets and does not decide. Discussion is pleasant, wide-ranging, and concludes with a general sense. Nothing is minuted as a decision, so nothing is a decision, and members conclude within a year that attendance is optional. A standing agenda item headed decisions for this meeting, with a named proposer for each, cures most of it.

The founder never stops chairing. The meetings are excellent and they are his. No other member has ever had to hold a room, manage a disagreement, or close a discussion that had not reached agreement — and all three are skills, acquired only by doing them.

It becomes a grievance forum. Once a council has heard one personal complaint about another member's conduct, it will hear them all, and it will become the place where the family's injuries are aired rather than where its affairs are governed. The remedy is the conflict article of the constitution: a separate route, a named appointing authority for a mediator, and a chair willing to say that a matter is not council business.

And it drifts into management. A council that begins asking why the company's margins fell in the last quarter has crossed into the board's territory, and it will be resented by the executives, ignored by the board, and eventually bypassed by both. The reserved-matters schedule is what holds this line, and it only holds it if the chair uses it.

A council has no power to compel anybody. What it has is a date, an agenda, a record, and the fact of having met before it was necessary. That is what a family brings to the year it is tested.

Everything else the family will bring to that year is grief and arithmetic.

The first meeting decides whether there will be a second, so it should be designed rather than merely called.

Convene it around information, not decisions. The first agenda is the family office's inventory, the trust position, and the founder's account of what exists and why it is held as it is. Nothing contested is put to the room. The purpose of the session is that everybody present ends it knowing the same facts — which, in most Nigerian families, has never once been true.

Second meeting: the constitution, one article at a time. Third: the reserved-matters schedule, which will be the first genuinely difficult conversation because it allocates authority. Fourth: the first ordinary meeting, with papers, a report and a decision — and from then on, quarterly, indefinitely.

The founder's task across that first year is a single one, and it is not to lead. It is to be visibly bound by the thing he has created: to attend when it is inconvenient, to speak last, to accept an outcome he did not prefer at least once, and to route a request through the council that he could perfectly well have decided himself in a phone call. Every person in that room is watching for exactly this, and nothing he says about the importance of governance will carry a fraction of its weight.

There is a measure of whether the council has become real, and it is not the quality of its minutes. It is whether a member with a difficult question — about money, about a position in the business, about an inheritance they believe was mishandled — now takes that question to the council instead of to the founder privately, or to a sibling, or to a lawyer.

The day that begins to happen is the day the family has acquired an institution. Until then, it has a meeting, and a family with a meeting is only marginally better placed than a family without one.

An assembly supplies legitimacy. A council supplies judgment. The council forms the family's view — it does not administer, it does not manage, and it does not instruct a trustee. Its authority is entirely a matter of having met, on a schedule, before anything was urgent.

A family that has never decided anything together in an ordinary week will not begin in the week of a funeral.