The Sierra Leone Bar Association (SLBA) and the National Investment Board (NIB) are locked in a legal disagreement over the board’s authority to intervene in the association’s failure to hold its Annual General Meeting.
The dispute began when the NIB issued a directive on 3rd June 2026 following an urgent application filed by a legal practitioner, Ebunoluwa Finda Tengbeh, under section 185(4) of the Companies Act, 2009. That provision empowers the investment board, where a company has defaulted in holding an AGM, to call or direct the calling of such a meeting and issue ancillary directions for its conduct.
But the SLBA fired back on 5th June, arguing that the board had overstepped its legal powers. In a letter signed by association president Tuma Adama Jabbi, the SLBA said section 185(4) does not allow the board to adjudicate disputes over the validity of directors’ decisions, determine allegations of breach of fiduciary duty, appoint election committees or returning officers, alter governance arrangements set out in the association’s Articles of Association, or issue determinations with the force of judicial orders.
The association also raised procedural fairness concerns, noting that the directive was issued without giving SLBA directors any opportunity to be heard before adverse findings were made.
“The principles of natural justice, procedural fairness and the constitutional right to a fair hearing require that no person or body be condemned unheard,” the letter stated.
The SLBA requested that the board immediately suspend the directive and allow the association to make representations before any further action was taken. It also refused to concede that any statutory default had occurred, pointing to Article 11 of its Articles of Association, which allows AGMs to be held no more than 15 months after the previous AGM, adding that a similar postponement was made in 2024 without issue.
The NIB responded on the same day. Executive Director Dr Edward Hinga Sandy pushed back against the accusations, insisting the board’s directive was merely a “remedy” and not an adjudication.
The board categorically clarified that it oversees registered entities but does not act as an enforcement agency that interferes with internal governance. Addressing each of the SLBA’s concerns point by point, the NIB stated that its directive proffered a remedy rather than an adjudication on disputes concerning the legality of decisions made by the Bar Association’s directors.
It also said it had merely cited obligations to remedy a default under the Companies Act, and had not made allegations of breach of fiduciary duty against the directors. The board further clarified that it did not suggest the appointment of an election committee, returning officers or observers, adding that such decisions lie fully within the remit of the Bar’s directors. It also denied having altered the association’s substantive governance arrangements or issuing any determination with the force of a judicial order.
“The NIB emphasizes its statutory duties of overseeing the activities of entities that are registered with the board but not acting as an enforcement institution that interferes or dictates the internal governance system of the association,” the letter reads.
However, the board reminded the SLBA that it remains obliged to file notice of the pending AGM and called on all members to exercise restraint while the directors determine a date for the meeting in due course.
The NIB’s response stopped short of addressing the SLBA’s request to suspend the directive. Instead, it reiterated the association’s legal obligation to hold its AGM.
The SLBA has reserved the right to challenge any ultra vires decision before the High Court of Sierra Leone. Both letters were copied to the Attorney General and Minister of Justice, the Deputy Minister of Justice, the Solicitor General, and the applicant.
It remains unclear whether the Bar Association will schedule its postponed AGM or pursue legal action against the board.
