Liberia: Civil Law Court Denies Manubah Co-ownership of LEAD MFA
The Civil Law Court for the Sixth Judicial Circuit in Montserrado County, on January 11, 2023, ruled against Sekou Dgeorges Manubah in a Petition for declaratory judgment, to declare his rights to employment and co-ownership of properties and assets owned by LEAD Monrovia Football Academy (LEAD MFA).
Manubah, until his removal by more than two-third majority of the members of the LEAD MFA board of directors, was an incorporator/co-founder and director of football of LEAD MFA, which is in the business of building a generation of ethical, empathetic and entrepreneurial Liberian leaders.
In the petition, he had prayed for declaratory judgment during the September term of court 2022 against respondents Clara Doe Mvogo and Musa Shannon of the LEAD MFA that his rights as an incorporator and or member of the board of directors were infringed upon by his removal as director of football and member of the board of directors on 15 September 2022.
In the court’s final ruling, Judge Ousman F. Feika said the Ministry of Labor (first instance) and the National Labor Court (second instance) are the proper forums to determine rights growing out of an employee-employer relationship.
Feika also ruled that Manubah was legally removed from the board as a member because it was sanctioned by eight of the then nine members of the board or majority members.
Furthermore, Judge Feika recalled that Manubah was suspended by the board in an eight-page communication on 1 August 2022 pending the outcome of an investigation after it began receiving information about and observing the irregular manner in which Manubah was conducting LEAD MFA’s affairs and interacting with third parties, including students and staff.
Even though Manubah denied all allegations levied against him, the board thereafter hired the services of an independent lawyer, Attorney Tonia A. Gibson, who conducted the investigation from 15-26 August 2022, with interviews that involved at least 19 persons, which in conclusion, found him guilty.
Judge Feika said LEAD MFA, as it is clearly written in Articles IX of the Article of Incorporation, is a not-for-profit corporation, which may be formed by three or more persons for any lawful purposes, which does not contemplate
the distribution of gains, profits or dividends to members thereof and for which individuals lawfully may associate themselves, such as religious, patriotic, professional, scientific, charitable, social educational, athletic or cultural purposes, or for rendering services, subject to law applicable to particular classes of not-for-profit corporations or lines of activities.
He described as unlawful Manubah’s claims that properties and assets acquired by LEAD MFA should be distributed on grounds that those properties aren’t for members and can never be distributed in the event of any removal or dissolution.
Quoting the Associations Law of Liberia Chapter Six, Judge Feika reminded Manubah’s lawyers that all corporate powers shall be exercised by or under the authority of, and the business and affairs of every corporation shall be managed by a board of directors, and if the articles of incorporation or the bylaws so provide, any or all of the directors may be removed without cause by vote of the shareholders.
Section 2.9 of the bylaws and constitution of LEAD MFA states that directors may be removed with or without cause by two-third (2/3) vote of the directors then in office at any regular or special meeting at which a quorum, as defined in these bylaws and constitution, is present.
In conclusion, Judge Feika denied and dismissed in its entirety Manubah’s petition for declaratory judgment on grounds that the court lacks jurisdiction to declare rights growing out of a labor dispute and the Ministry of Labor is the proper forum with the statutory mandate to exercise such jurisdiction; also that Manubah’s removal as member of the board was done in keeping with the Associations Law and LEAD MFA’s bylaws and constitution and in no way were his rights infringed upon.
About LEAD MFA
LEAD MFA is a Liberia-based nonprofit organization that was founded in 2015. LEAD MFA’s mission is to empower Liberia’s future leaders through quality education and elite football training.
In the 2022-23 academic year, LEAD MFA has 155 full-time student-athletes, ages 8-18, in grades 3-11.
LEAD MFA operates out of its 10-acre residential campus in Careysburg, Liberia. The organization is run entirely by Liberian staff members, for Liberian youth.
LEAD MFA’s board of directors is composed of eight individuals from Liberia and the United States, including social entrepreneurs, public figures, academics, and donors.