Sierra Leone Telegraph: 25 June 2018:
Lawyers in Sierra Leone are today in a quandary, as to how best to respond to the sacking of the country’s head of the Anti-Corruption Commission (ACC) – Mr Ady Macauley by the president.
Those opposed to his sacking say that the president’s decision is unlawful and that the decision to terminate his appointment is not the sole prerogative of the president, but parliament; while those in support of the severance of his contract, argue that the president is the Supreme Authority in the country and therefore has and can use executive powers to hire and fire public officials.
But as in so many other controversial political and constitutional issues that have faced Sierra Leoneans, those looking for legal and constitutional guidance are once again left confused by the deep divisions that have now opened in the legal profession, led by the Sierra Leone Bar Association.
Yesterday, there was a flurry of published public notices and open letters, reflecting the diverse responses and positions within the legal profession, on the controversial sacking of the ACC chief and the way forward.
In its official response, the country’s body representing Barristers – the Sierra Leone Bar Association, published a notice inviting its members to a meeting to discuss the sacking, only to then quickly retract the notice amidst confusion about its legality to hold such a meeting. The meeting scheduled for today, Monday 25th June 2018, has therefore been cancelled. This is what it says:
“The Executive hereby notes the objection put forward by several members of the Association with respect to the Extra-ordinary General Meeting (EGM) slated for Monday 25th June 2018.
“We acknowledge that the statutory requirement in respect of the Notice period for the calling of an Extra-ordinary General Meeting is 21 days in accordance with Section 189 (1) of the Companies Act of 2009.
“However, we have as an Association in the past held several such EGMs where notice given for same fell short of this period on the tacit general understanding that it was so done in accordance with the provisions of S.189 (2) (b) which provides as follows:
“(2) A general meeting of a company shall, notwithstanding that it is called by a shorter notice than that specified in subsection (1)be deemed to have been duly called if it so agreed in the case of –
(b)any other general meeting, by a majority in number of the members having a right to attend and vote at the meeting being a majority together holding not less than 95 percent in nominal value of the shares giving a right to attend and vote at the meeting or, in the case of a company not having a share capital, together representing not less than 95 percent of the total voting rights at that meeting of all the members.”
“In light of the several objections raised it is apparent that the usual unanimous mandate to proceed with such meetings in accordance with Section 189 (2)(b) of the Companies Act of 2009 is absent in the present case.
“In consequence of the above, the meeting slated for Monday 25th June 2018 is cancelled until further notice.
“Dated 24th Day of June 2018. Signed: Ashmia Fofanah (Ms) – GENERAL SECRETARY.”
The Sierra Leone Telegraph has learnt that about a dozen Barristers in the country are publicly opposed to the position of the Bar Association on this controversial subject, and have described the Association’s decision to call a meeting to discuss the issue as an “illegal Emergency General Meeting” scheduled for Monday 25th June at the High Court No. 2, Law Courts building on Siaka Stevens Street, Freetown. (Photo: Lawyer Lloyd Jusu – one of those opposed to the Bar Association action).
A letter signed by lawyers opposed to the Bar Association’s position stated that the scheduled meeting contravenes the 2009 Companies Act.
Lawyer Francis Ben Kaifala, the man now appointed by president Bio to take over from Ady Macauley as head of the ACC, subject to the approval of members of parliament, also wrote a letter yesterday to the Bar Association, calling their action illegal.
This is what Lawyer Francis Ben Kaifala said:
“ TO: The Secretary-General, Sierra Leone Bar Association
“FROM: Francis Ben Kaifala, Member, Sierra Leone Bar Association
“SUBJECT: Notice of Objection to the Holding of an Extraordinary General Meeting
“WHEREAS the Sierra Leone Bar Association is a Company Limited by Guarantee duly registered under the Companies Act (2009) of Sierra Leone (Which includes its predecessor laws);
“WHEREAS by Notice dated 23rd Day of June, 2018, Notice was received by members of the Sierra Leone Bar Association (via WhatsApp) of the convening of an Extra-ordinary General Meeting by the Secretary-General for the deliberation by members of the issues outlined in the said Notice;
“AND WHEREAS the said Notice fails to comply with the Provisions of Section 187 (7) and 189 (1) and (3) of the Companies Act 2009 which mandates that Extraordinary General Meetings be held after the receipt of 21 Days’ Notice by Members prior to the date of the said meeting.
“NOTICE of my objection to the holding of the proposed meeting scheduled for Monday, 25th June, 2018 is hereby given on the grounds that the NOTICE falls short of giving 21 Days’ Notice to Members with counting beginning from the date the Notice was sent to all members as required by Section 189 of the Companies Act 2009 which binds the Sierra Leone Bar Association – a Company Limited by Guarantee.
“It is therefore requested that proper 21 days’ notice be given to all members; failing which, any meeting held as an extra-ordinary general meeting or any special resolution emanating therefrom will be illegal and in contravention of the aforesaid mandatory provisions of the company laws of Sierra Leone.
DATED THE 24th DAY OF JUNE, 2018
SIGNED: Francis Ben Kaifala – Member, Sierra Leone Bar Association
“CC: The Executive Secretary/CEO, Corporate Affairs Commission” (End)
The Sierra Leone Telegraph notes that, as this controversial political development rages on, the people of Sierra Leone are looking for clear direction and a peaceful resolution to which all sides must abide by the rule of law.
Those calling for an uprising against the elected government, no matter how badly flawed the government’s decision-making process, must refrain from inciting anarchy.
And those who feel aggrieved by the government’s decision to relieve them of their employment contracts can and should resort to the courts for redress.
Those calling for civil uprising must seriously search their conscience and question themselves as to whether by justifying their action on the basis that the president has failed to follow due process, they are dangerously failing to uphold and maintain a higher standard of responsibility in upholding the rule of law and maintaining the fragile peace and stability of the nation.
Most Sierra Leoneans will agree that by calling for a public uprising against an elected government, they are woefully failing in their duty as citizens to uphold and maintain the rule of law.
There is a clear difference between civil disobedience and civil uprising. To call for civil disobedience is one thing. But to call for civil uprising is something else that must be frowned upon by all peace loving members of society. Let common sense prevail.