Breaking The Bar Association Deadlock

By Moses Massa, Esq

Introduction

Human co-existence is mostly about managing disagreements over what is best for the individual versus the collective. This tension becomes even more obvious when power and influence are dictated by law. I want to use this reality to look at an issue that should be simple, but has been made unnecessarily complicated because we lack nimble leadership.The current impasse between the Attorney General, Alpha Sesay Esq., and the President of the Sierra Leone Bar Association (SLBA) is caught at the intersection of legal and political boundaries.

The Attorney General has ordered the Bar Executive to cancel its indefinite postponement of the Annual General Meeting (AGM) and hold elections. In response, SLBA President Tuma Adama Gento-Kamara has rejected the directive, calling it an executive overreach that compromises the independence of the Bar. But devoid of sentiments about the separation of powers, the issue is much simpler to many objective bystanders: an incumbent administration has frozen an election it is not confident it can win, and it is using corporate law trifles to delay facing its electorate.

The Holdover Defence

The Bar Executive’s argument rests heavily on Article 22 of the association’s Articles of Association—a standard “holdover” clause meant to prevent a leadership vacuum after a term expires (which happened on May 17, 2026). The leadership also points out that under Section 185(1) of the Companies Act, 2009, a company has up to fifteen months between consecutive AGMs. Since that timeline has not technically run out, they claim they are not in breach of the law. Essentially, they are telling the general membership that their only remedy is to file an expensive, slow lawsuit in the High Court.

The Mishandling of Article 22

In legal battles, lawyers love to swing statutory sticks to beat down their opponents. This situation is no different, but there is a major catch. The Executive’s defence completely ignores a fundamental corporate distinction: the SLBA is incorporated under the Companies Act, 2009 as a Company Limited by Guarantee.

In company law, the rules governing profit-driven enterprises do not automatically fit non-profit companies limited by guarantee. By relying on Article 22 to claim a broad “holdover” right, the leadership is trying to transplant business board protections into a democratic, non-profit professional body. A company limited by guarantee exists to serve its members, not a permanent board of directors. Misapplying a business holdover provision to keep an expired executive in power shows a deep misunderstanding of the Bar’s actual corporate structure.

The Democratic Deficit

The real issue here is representation, which is the baseline of any democracy. To argue otherwise exposes a clear manipulation of corporate governance. The 15-month rule in the Companies Act is an accountability mechanism, not a license to bypass democratic principles. It exists to guarantee that management remains answerable to its members.

Holdover provisions are meant for temporary operational continuity during normal transitions. They were never intended to give an expired executive indefinite tenure, or to shield them from membership scrutiny while they wait for a better political climate. For an organization of lawyers whose main societal job is defending the rule of law, stalling internal elections sets an incredibly poor precedent.

The AG’s Dual Identity

The Bar Executive’s pushback contains a major legal miscalculation. The leadership’s response views the Attorney General strictly as an external political figure who has no business interfering with a private company.

This completely misses the fact that Alpha Sesay Esq. is also an enrolled legal practitioner and a general member of the Bar. While the Minister of Justice cannot issue administrative orders to a private corporate body, the member, Alpha Sesay Esq. has clear administrative options under the law that do not require ministerial overreach.

The Section 185(4) Cure

Contrary to the Bar President’s claim that the High Court is the only forum for this dispute, Section 185(4) of the Companies Act, 2009 gives the general membership a direct administrative remedy. The statute states:

“If default is made in holding a meeting of a company in accordance with subsection (1) the Commission may, on the application of any member of the company call, or direct the calling of, a general meeting of the company and give ancillary or consequential directions as the Commission thinks expedient, including directions modifying or supplementing… the operation of the company’s articles…”

This section completely undermines the strategy of administrative delay. First, any single member can by-pass the courts entirely—avoiding a long High Court trial—and apply directly to the National Investment Board (NIB), which took over the functions of the Corporate Affairs Commission under the NIB Act of 2022.

Second, the NIB has the explicit statutory authority not just to force the AGM, but to legally modify or supplement the company’s articles, overriding the Executive’s reliance on holdover clauses. Because the AG is a member, he does not need executive fiat to break the deadlock. He just needs to use his rights under Section 185(4) as an aggrieved member and petition the NIB to strip the Executive of its holdover power.

CONCLUSION- THE WAY FORWARD

This statutory provision completely changes the dynamic of the conflict. By moving the fight out of the political arena and into a straightforward administrative application under Section 185(4), the Executive’s defense loses its grip.Crucially, because the Attorney General is a member of the company, he can drop his ministerial title and act purely as a member of the Bar to break the gridlock. The current leadership cannot use corporate technicalities to escape accountability forever. Corporate democracy dictates that an election must happen, and the law has already provided the exact keys to unlock the gates.

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