Beyond the Ballot: A Dive into SLAA's Leadership Shift

On June 21, 2025, the Sierra Leone Association of Alberta (“SLAA”) experienced a decisive moment in its governance and leadership history. During its Annual General Meeting (AGM), members exercised their authority by expelling the then incumbent president, who had been serving in a caretaker capacity pursuant to a court order. The details of this Order will not be elaborated upon here; for further information, please contact the SLAA directly.

At the AGM, the existing board was dissolved, and a new leadership team was elected in its place. This was unprecedented and raised crucial questions and issues regarding procedural fairness, legal compliance, and the future direction of the SLAA.

This post explores the legal and governance implications of the events of that day and outlines the next steps for the newly elected board of the SLAA.

Understanding the Legal Framework

In Alberta, societies, such as the SLAA, are governed primarily by the Societies Act  (the “Act”) and their bylaws. These bylaws serve as a constitution, guiding internal decision-making, leadership, and member participation.

Can an Officer be Expelled?

Yes, if it is done the right way! Clause 2 of the SLAA Bylaws 2015, gives members the power to expel any member of the society by a majority vote for any cause which the society may deem reasonable.

Section 9(4)(b) of the Act requires societies to include in their bylaws rules on how members can be expelled. Since the SLAA’s Bylaws contain this requirement and were followed as provided, the expulsion of the incumbent and caretaker president is valid.

Were the Elections Valid?

Clause 13 of the SLAA Bylaws 2015, mandates the election of officers and directors at the AGM. If quorum is met and the election is conducted fairly and transparently among members in good standing, then the results, including the election of a new president, are valid under both the SLAA Bylaws and the Act.

The Act supports this in Section 9(4)(d), mandating that societies must have a process for appointing officers and directors in their bylaws. Provided that the notice and quorum requirements are satisfied, the outcome of elections conducted in accordance with bylaw provisions is valid under the Act.

Procedural Validity: Quorum and Voting

Quorum: According to Clause 15 of the SLAA Bylaws 2015, ten members in good standing constitute a quorum for the AGM. Therefore, provided that this number threshold was met at the June 21 AGM, all decisions taken - whether to amend the agenda, expel an officer, or elect a new board are procedurally valid.

Voting: Clause 1 of the SLAA Bylaws 2015 provides that voting must be conducted by ballot, unless the meeting resolves otherwise through a resolution. Clause 16 of the SLAA Bylaws 2015 affirms that only current, eligible members are entitled to vote and participate in governance decisions, and that all votes must be cast in person. At the AGM, a motion was put to the members regarding the method of voting, and it was confirmed that the membership resolved to proceed by a show of hands. If this procedure was properly followed in accordance with the bylaws, then the voting method used would be considered valid.

The Duties of the New Board: It's More than a Title

The new board has now stepped into positions that carry fiduciary duties, grounded in common law principles. While the Act does not codify these duties, courts have consistently held directors of societies to similar standards as those under corporate law, see Canadian Aero Service Ltd. v. O'Malley, [1973] S.C.J. No. 97 at para 25. These duties include:

• Duty of Loyalty: The directors must act honestly and in good faith in the best interests of the society.

  
  

• Duty of Care: They must exercise reasonable diligence and care in managing the affairs of the society.

  
  

• Duty of Compliance: They must comply with the Act, the society’s bylaws, and any applicable internal policies.

  
  

Governance Tips for a Smooth Transition

Where leadership transitions occur, particularly under contentious circumstances as in this case, they must be managed professionally and with legal precision to ensure stability and compliance. Here is what the new SLAA board should do next:

• Formalize the AGM Outcome: Prepare and preserve the AGM minutes, including vote counts and candidate results.

  
  

• Secure Record and Assets Control: Under Clause 12 of the SLAA Bylaws 2015, members have a right to access SLAA’s records. Any assets or records held by previous officeholders should be returned or formally recovered. If necessary, court actions may be taken to facilitate the recovery of such records and assets.

  
  

• Audit and Review Finances: Clause 11 of the SLAA Bylaws 2015, requires audited financial statements. Undertake a financial review to promote transparency and build trust.

  
  

• Train and Orient the Board: Equip all directors with knowledge of their roles under SLAA’s Bylaws and the Act.

  
  

• Create a Conflict Resolution Mechanism: Institutionalize a fair process for handling grievances among members and executives.

  
  

• Bylaw Modernization: The SLAA Bylaws 2015, while functional, may benefit from modernization.

Moving Forward

The SLAA’s June 21 AGM appears to have followed the procedural and substantive requirements of the SLAA’s bylaws and the Act. The SLAA was built on the values of unity, cultural pride, and mutual support. The new board can reinforce these values through transparency and professionalism and fulfil its mandate to the members of the SLAA. Let the events of June 21, 2025, stand as a turning point not merely for what was overcome but for what can now be built.

As the new leadership moves forward, it is equally important to plan with the future in mind. A smooth and thoughtful transition at the end of the board’s tenure will help safeguard the progress made and foster continuity of purpose. This includes maintaining clear records, ensuring that decisions are well documented, and encouraging the next leadership to build on a strong foundation. Preparing for an orderly handover reflects a deep respect for governance and a commitment to sustain the integrity and vision of the SLAA beyond any single term.  

Disclaimer: The views expressed are my own and do not constitute legal advice. I maintain a neutral stance on the matters discussed.

Coat of Arms of Sierra Leone