Authority Of Bar Association Executive Under Scrutiny
By John Sesay Esq (LL.B, LL.M, PdD, SJD)
The ongoing attempt by the outgoing Executive of the Sierra Leone Bar Association to maintain its grip on power following the expiration of its term constitutes a profound administrative and constitutional crisis. Having assumed office on 17th May 2024, the Executive’s lawful tenure was definitively capped at two years under the clear provisions of Article 20 of the Association’s Memorandum and Articles of Association. Consequently, on 17th May 2026, the administration’s legitimate authority evaporated by operation of law. The issuance of a notice on 1st June 2026 purporting to indefinitely postpone the Annual General Meeting (AGM) is not merely an administrative error; it is an illegal exercise of power by a body that has become functus officio—totally stripped of the legal capacity to bind the general membership or alter the constitutional calendar of the legal fraternity.
To determine the legal status of the current administration, one must look at the strict boundaries of corporate holdover provisions. The outgoing leadership relies heavily on Article 22 of the Articles of Association, which permits a President to remain in office until a successor is elected. However, common law jurisprudence across the Commonwealth has consistently established that holdover clauses are narrow, emergency mechanisms designed strictly to preserve routine administrative continuity during a brief transitional window. They do not grant a blank check for indefinite governance. By deliberately manufacturing a crisis through an indefinite postponement, the current Executive is attempting to use its own administrative failure to perpetuate its existence. This directly violates the ancient equitable maxim affirmed in the landmark case of Rede v. Farr (1817), which dictates that a wrongdoer cannot take advantage of their own default to create a legal right.
Furthermore, the indefinite postponement of the AGM stands in direct and flagrant violation of statutory national law. While the Bar Association functions as a professional society, it is legally incorporated under the Companies Act, 2009. Section 185(1) of the Act imposes an absolute, non-negotiable statutory obligation on every incorporated entity to hold an AGM each calendar year, specifying that no more than fifteen months shall elapse between consecutive meetings. An indefinite postponement is, in practical terms, an unlawful cancellation that openly defies the text of the statute. When an executive deliberately derails this process, it ceases to be a legitimate governing board and descends into a state of corporate delinquency, operating entirely outside the realm of statutory validity.
From a constitutional perspective, this administrative lawlessness triggers the protective intervention of the state’s highest legal mechanisms. Under Section 64(1) of the 1991 Constitution of Sierra Leone, the Attorney General is the principal legal adviser to the Government and the ultimate custodian of public interest and the rule of law. The courts have long recognized that the independence of the Bar is not an absolute shield against statutory compliance or criminal accountability. In the celebrated locus classicus Gibril Sankoh v. The State, the courts clarified that professional associations must operate within the boundaries of national legislation. The independent status of the Bar exists to protect lawyers in the execution of their duties before the courts; it cannot be perverted into an enclave of legal immunity where an expired board can flout the Companies Act and deny the general membership its sovereign democratic right to elect new leadership.
The structural contradiction in the Executive’s refusal to vacate office lies in their failure to recognize their transition from a substantive board to a mere caretaker body. In administrative law, once a fixed tenure expires, the directors lose all capacity to make substantive corporate decisions, bind the institution to new obligations, or cancel statutory mandates. Their remaining power is strictly residual and ministerial: they exist solely as a custodial placeholder with the singular, mandatory obligation to facilitate the immediate holding of an election. The current leadership’s attempt to exercise aggressive, unilateral executive fiat—such as issuing indefinite postponement notices—is an absurd legal paradox. A body that claims it lacks the power to hold an election cannot simultaneously claim it possesses the power to indefinitely suspend the governing constitution of the association.
Ultimately, the preservation of the Sierra Leone Bar Association as a credible vanguard of constitutionalism requires the immediate and total rejection of this institutional overreach. The supreme power of any corporate or professional body resides exclusively within the general membership assembled in a General Meeting, a foundational tenet upheld in the corporate precedent of Foss v. Harbottle. An expired executive has no legal basis, no statutory foundation, and no moral authority to lock the doors of the citadel against its own members. To allow this indefinite postponement to stand would be to endorse an unlawful usurpation of power. The path forward demands an unyielding adherence to the rule of law, the immediate withdrawal of the illegal postponement notice, and the urgent convening of the AGM to restore democratic legitimacy to the legal profession.