The Tribune

By ANNELIA NIXON

TRIBUNE Business Reporter

anixon@tribunemedia.net

A GOVERNANCE dispute within the Bahamas Fly Fishing Industry Association (BFFIA) has escalated to legal action over whether James “Docky” Smith was lawfully elected as its president.

The dispute emerged after a media report referred to James Smith as BFFIA president following a meeting with Michael Halkitis, minister of finance, prompting incumbent president Prescott Smith to assert there had been “no legal change” in the Association’s leadership.

Prescott Smith subsequently provided the association’s Articles and Memorandum of Association, correspondence with government officials and court filings, arguing that a June 4, 2026, Board meeting which purported to elect new officers was conducted in breach of the Association’s governing documents.

However, Charles Johnson, a certified fly-fishing guide, who said he was authorised to speak on behalf of the Board, maintained that the election process complied with the Association’s Articles of Association and that the Board continues to function pending the outcome of legal proceedings.

A central issue in the dispute is how the BFFIA’s Articles of Association govern the election of officers. Mr Johnson argued that ordinary members elect directors, not the Association’s president. “So the president is selected by way of confidence from the Board of Directors, not the general membership,” he said.

“So the membership don’t vote for president; they vote for directors. So the 11 directors are selected by the general membership. So there is no president, vice-president or treasurer in the BFFIA until those 11 persons decide who will represent them to the membership.”

Mr Johnson said Articles 33 and 43 provide the Board with authority to elect a president from among its directors. “Article 43 provides that the president [is] elected or appointed from among the sitting directors. And Article 33 gave the Board of Directors the authority to elect a new president. That process was followed,” he said.

Mr Johnson added that the Articles were intentionally structured to ensure the Association continues operating even when disagreements arise.

“The articles are also designed specifically so that the Association is never hindered by any one individual,” he said. “They allow the Association to continue functioning whether a particular director is present or not. That isn’t a workaround. That’s how the document was written to work.”

But Prescott Smith is alleging the meeting was unlawful. He rejected that interpretation, arguing the June 4 meeting was invalid because it lacked the six-director quorum required under Article 33 of the Association’s Articles of Association.

“There are illegal actions by some Board members of the Association in terms of trying to change the leadership of the association,” he said. “It extends way beyond just these few characters. They held an illegal Board meeting because they never had a quorum and said that they elected a new president, a secretary, a treasurer of the Association. It’s not legal, so we’ve instructed our attorney to take legal action.”

Prescott Smith is arguing that six directors were not present, and alleged the rest of the Board incorrectly relied on fisheries officer, Alexandra Sinclair, who had recently been appointed by the Department of Marine Resources as its representative to the BFFIA Board, to establish the required quorum.

“What they did was they kept trying to get a quorum, and they added a person to the Board who was a representative from Marine Resources to say that they formed this quorum. And it’s not legal,” Prescott Smith argued.

The Department of Marine Resources appointed Ms Sinclair as its representative through a May 19, 2026, letter referencing Article 21(g) of the BFFIA’s Articles, which provides for “one representative of the Department of Marine Resources or Tourism” as a non-elected member of the Board.

However, Prescott Smith subsequently wrote to the Department challenging both the timing and validity of the appointment, arguing the Board had not accepted the appointment before Ms Sinclair participated in Board proceedings.

“In our documents, it says any Board member can request to have a Board meeting, but the only way to do that is through a requisition of the secretary to the Board,” he said. “They never contacted the secretary to the Board… Besides adding someone on the Board illegally, the meeting itself was illegal.”

Attorney Keod Smith, representing Prescott Smith and four other claimants, argued that a Board cannot establish a quorum by first recognising an additional participant.

“First of all it has to be a minuted point,” he said. “It has to be minuted for the Bboard of Directors. The Board of Directors itself need to first establish a quorum.

“You cannot use that meeting for establishing a quorum, at which time you are going to decide to bring in Joe Blow who is going to sit to make up the quorum. If the quorum cannot be met… then you can’t have a meeting.”

Mr Johnson said Prescott Smith retains all of his rights as a director and can raise his objections through the mechanisms provided in the Articles. “Mr [Prescott] Smith believes he was removed without proper process,” he said. “That opportunity to raise it directly remains fully open to him.

“As a director, he is still on the Board. He has the same right under Article 32 that any director has to call a Board meeting himself, or attend, which he has not done for the year, and put a motion for reinstatement on the floor if he feels that he was illegally moved.”

Mr Johnson added that another Board meeting is scheduled. “They have a meeting scheduled for the 29th, which he still has not confirmed his attendancem,” he said, arguing the legal burden now rests with Prescott Smith.

“If he wishes to challenge this, the burden is on him to show the process wasn’t followed, not simply to assert it,” he said. “This is something he has chosen to pursue with this court matter. And since this matter is now subject to legal proceedings, I don’t think it would be appropriate for us to go any further in detail publicly.”

Mr Johnson, meanwhile, said the Board’s priority is ensuring the Association continues carrying out its mandate regardless of the ongoing litigation.

“Ultimately, James Smith and the rest of the Board are focused on moving this Association forward,” he said. “They don’t want to become a distraction from the real work - trying to build relationships with the Government and other organisations to create real opportunities for Bahamians in the industry, and keeping this momentum going on education and training for fly-fishing guides throughout the Commonwealth of The Bahamas.

“Until we are told otherwise through proper legal process, the Articles of Association don’t stop the Board from functioning, and we intend to keep the Association moving forward for guides and the industry we represent.”