By Anyi Kings
Published On the The Biafra Post
July 28,2026
In any institution, the Constitution is supreme over the Code of Conduct.
If the two contradict each other, the Constitution prevails and the Code of Conduct provision is invalid to the extent of the inconsistency.
Here is why:
1. Hierarchy of Norms
Every properly formed organization has a hierarchy of rules:
Constitution > Bylaws / Regulations > Code of Conduct / Policies / Rules
The Constitution is the grundnorm - the foundational law from which all other rules derive their validity. The Code of Conduct is a subsidiary rule made under the authority of the Constitution. A subsidiary rule cannot override the law that created it.
2. Source of Power
The Constitution creates the organs of the organization and gives them power to make other rules, including a Code of Conduct.
If an organ makes a Code that contradicts the Constitution, it is acting ultra vires - beyond its powers. In law, any act done beyond the powers granted by the Constitution is void.
3. Purpose and Stability
The Constitution is the contract of the members. It is deliberately difficult to amend - usually requiring a general meeting, 2/3 majority, special notice, etc. It protects fundamental rights, objectives, membership, and governance.
The Code of Conduct is an administrative tool for day-to-day discipline and ethics. It is meant to be easily amended by management, EXCO, or a disciplinary committee.
If a simple Code could override the Constitution, a small committee could change the fundamental bargain of all members without their consent. That would destroy legal order.
4. Legal Principle of Supremacy
This mirrors what happens in a country. In Nigeria for example, Section 1(1) and 1(3) of the 1999 Constitution says the Constitution is supreme and any other law inconsistent with it is void. The same principle is applied in organizational law, company law, trade union law, and association law.
Courts consistently hold this: Any provision of a code, manual, or staff handbook that is inconsistent with the constitution/memorandum is null and void.
What happens in practice when there is a contradiction?
The constitutional provision is enforced.
The contradictory part of the Code of Conduct is declared invalid or unenforceable.
The organization must amend its Code of Conduct to align with the Constitution, not the other way around.
Exception: If the Constitution itself gives the Code of Conduct explicit power to modify something, or if members formally amend the Constitution to adopt the Code's position, then the new position becomes constitutional. But until amended, the Constitution remains supreme.
In short: The Constitution is the master, the Code of Conduct is the servant. The servant cannot give orders to the master.
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