This is particularly important for a not-for-profit institution. Such a school may legitimately generate operating surpluses for reinvestment, capital expenditure and financial resilience. However, the absence of a commercial profit motive places an even greater responsibility upon its governing authorities to demonstrate that resources are being managed transparently and in furtherance of its educational mission.
Another fundamental governance concern, which appears to have persisted under successive Chairpersons, relates to the delayed circulation of annual reports and audited financial statements. The Annual General Meeting of Marina International School is scheduled for 30th October 2026, yet, as at 20th October, with barely ten days remaining, parents have still not received the annual reports and accounts for the 2023/2024 and 2024/2025 financial years, notwithstanding that their presentation and consideration form part of the AGM agenda. The meeting notice was circulated without these essential accompanying documents.
Sections 205(b) and 209(2)(b) of the Companies Act 2013 expressly recognise the presentation of annual financial statements and the reports of directors and auditors as ordinary business at an Annual General Meeting. Furthermore, section 330 requires directors to lay financial statements before members, while section 329(1) requires their circulation at least 21 days before the relevant meeting, subject to the statutory exceptions. These provisions, where applicable to Marina’s legal structure, underscore the importance of timely financial disclosure, transparency and informed member participation. The failure to circulate the relevant annual reports and accounts within the prescribed period raises serious questions concerning statutory compliance and the Board’s discharge of its governance responsibilities.
The issuance of an AGM notice cannot substitute for the timely provision of the very financial information members require to scrutinise the Board’s stewardship of school resources and make informed decisions. What meaningful purpose does an AGM serve if members are expected to consider and approve financial statements covering previous years without adequate opportunity to examine them? More troubling is that these shortcomings appear to have persisted over successive administrations without satisfactory explanation or meaningful corrective action.
I wrote directly to the current Chairman, copying members of the Board, raising these concerns and requesting the timely circulation of the outstanding reports and accounts. Regrettably, like several of my previous communications concerning matters of governance and institutional accountability, my correspondence received neither an acknowledgement nor a substantive response. A similar silence greeted another email in which I sought clarification of rumours circulating within the school community about a possible change in Marina’s ownership or the proposed sale of the institution. I did not present those rumours as established facts; rather, I invited the Chairman to confirm or dispel them so that unnecessary speculation could be avoided. Given Marina’s history and not-for-profit character, any contemplated change in its legal or ownership arrangements would raise legitimate questions about constitutional authority, transparency, stakeholder consultation and the preservation of its educational mission. A responsible Chairman should recognise that silence in response to legitimate requests for clarification does little to inspire confidence and may instead create the very uncertainty and suspicion that effective communication is intended to prevent. To date, I have received no acknowledgement of these communications, let alone the clarifications requested.
Nor were these isolated instances of unanswered correspondence. On at least two occasions, I wrote directly to the Chairman urging him to reflect upon his continued leadership and consider resigning in light of the significant loss of confidence expressed by parents, the deterioration in relations between the Board and the school community, and the growing concerns about governance and accountability. Those concerns ultimately contributed to the requisition for an Extraordinary General Meeting and the subsequent legal proceedings. The Chairman was, of course, entitled to disagree with my assessment or decline my request. However, the elementary courtesy of acknowledging correspondence from a concerned parent should not depend upon whether the contents are agreeable or uncomfortable. Good leadership requires a willingness to confront difficult questions, explain decisions and demonstrate accountability. Persistent silence, particularly when addressing legitimate governance concerns, is neither an effective communication strategy nor a substitute for responsible leadership.
I also raised objections with the Board concerning the Family–School Agreement introduced for the 2026/2027 academic year, which, in my considered opinion, reflected a further imbalance in the school’s approach to stakeholder relations. The agreement imposed extensive obligations upon parents, pupils and teachers, including restrictions concerning public commentary, compliance with policies subject to unilateral amendment, and potential disciplinary consequences affecting pupils arising from parental conduct. Yet it contained no comparable framework of obligations requiring the Board and school management to demonstrate reciprocal accountability, meaningful consultation, procedural fairness, financial transparency or respect for parents. My objection was not to the existence of a Family–School Agreement, nor to reasonable standards of conduct, but to its apparently one-sided nature and the disproportionate consequences that could arise from its application. Good governance cannot be built upon obligations imposed on parents and teachers without corresponding responsibilities on those exercising institutional authority. Taken together, these episodes reveal what I consider to be a deeply concerning approach to leadership: an expectation of compliance and accountability from parents, accompanied by an apparent reluctance to extend the same standards of openness, responsiveness and accountability to the Board itself. Such conduct is inconsistent with the principles of transparency, fairness, mutual respect and responsible stewardship upon which the governance of a respected educational institution should rest.
The purpose of audited accounts is not simply to satisfy a formal constitutional requirement. They provide assurance regarding the institution’s financial position, the application of its resources and the accountability of those entrusted with financial oversight.
The dissatisfaction generated by these and other longstanding concerns eventually culminated in a formal requisition for an Extraordinary General Meeting. Parents sought a forum through which matters affecting the school’s governance could be considered and appropriate resolutions proposed.
Among the concerns identified were the substantial fee increases, inadequate parental consultation, safeguarding, accountability, transparency, educational standards and a perceived loss of confidence in the Board’s leadership.
The requisitionists’ objective, as they have explained it, was to utilise the school’s governance mechanisms to address matters which they considered sufficiently serious to warrant consideration by the wider membership.
The Board, however, challenged the validity of the requisition, including matters relating to signatories and compliance with the applicable constitutional requirements. Those objections must be considered on their legal merits. A requisition is not automatically valid merely because it expresses legitimate grievances, just as it is not automatically invalid merely because the Board disputes it.
The question of validity ultimately depends upon the relevant provisions of Marina’s governing constitution, the legal status of the institution, the entitlement of members to requisition meetings and the applicable procedural requirements.
Section 206 of The Gambia’s Companies Act 2013 is potentially relevant where the statutory framework applies. It recognises the right of qualifying members to requisition an Extraordinary General Meeting and provides a mechanism through which requisitionists may themselves convene a meeting if the directors fail to take the requisite steps within the prescribed period. Sections 208 and 209 address notice requirements, while section 223 concerns quorum, subject to the applicable articles.
The significance of these provisions is that the law recognises circumstances in which members may exercise participatory rights independently of a governing board. Their precise application to Marina, including the interaction with its constitution and the rights of parents and teachers, remains a matter requiring proper legal examination.
Section 275 of the Companies Act, where applicable, is also important. It requires directors to act honestly and in good faith in the interests of the company and to exercise the care, diligence and skill expected of reasonably prudent persons in comparable circumstances. These are not merely aspirational principles. They reflect the legal responsibilities associated with corporate stewardship.
It is against this legal and governance framework that the Board’s subsequent response to the requisition must be assessed.
The developing disagreement presented opportunities for constructive engagement. The Board could have provided fuller explanations of its decisions, convened meetings with the requisitionists, facilitated independent mediation or sought mutually acceptable procedures for resolving concerns about the validity of the requisition.
I understand that the Ministry facilitated an initial mediation meeting on 24 August 2026. It is particularly regrettable that, according to the account provided by the requisitionists, the Board Chairman did not attend and no explanation for his absence was communicated to them.
If accurate, that represented a missed opportunity to demonstrate the qualities of leadership required in a period of institutional tension.
A Chairman should not become inaccessible precisely when his leadership is most needed. Nor should he regard legitimate criticism as an affront to his personal authority. His role is to create an atmosphere in which disagreements can be addressed constructively, institutional confidence preserved and the Board guided towards decisions consistent with the wider interests of the school.
Unfortunately, relations between the Board and requisitioning parents continued to deteriorate.
In October 2026, legal representatives acting in connection with the dispute issued a Letter Before Action to the requisitionists, followed by the commencement of proceedings before the High Court concerning the proposed EGM.
On 15th October 2026, correspondence was circulated referring to High Court Suit No. HC/845/26/MF/260 and enclosing an Originating Summons and an ADR Certificate. The processes included a prayer for injunctive relief seeking to restrain and suspend the EGM scheduled for 16 October 2026.
The accompanying correspondence went further by requesting that the requisitionists refrain from proceeding with the meeting pending judicial determination of the application.
The distinction between seeking an injunction and obtaining one is fundamental. At the time of that communication, I understand that no injunction had been granted and that the matter had not yet been assigned to a judge by the Chief Justice. An application for injunctive relief is not, by itself, a judicial order, and the mere commencement of litigation does not automatically prohibit conduct which the applicant wishes to restrain.
That said, the validity of the requisition and any subsequent decisions or resolutions remain subject to the applicable law and the authority of the Court. The legal position must also take account of any order subsequently issued.
It is not my intention to prejudge the matters pending before the High Court. The Board is entitled to challenge what it considers to be an invalid requisition, just as the requisitionists are entitled to defend what they consider to be their legitimate rights. Both parties are entitled to due process, and the Court must be permitted to determine the issues independently and impartially.
However, a distinction must be drawn between the legal entitlement to institute proceedings and the wisdom, proportionality and institutional consequences of exercising that entitlement.
A course of action may be legally permissible and yet remain profoundly questionable from the standpoint of leadership, governance and sound judgement.
It is this distinction that makes the latest development particularly troubling.
How did Marina International School, an institution built upon cooperation between educators and parents, reach the point where its governing authorities considered it necessary to seek judicial intervention to prevent members of its own community from holding a meeting?
To be Ccontinued
