1. ) DATO KOH MUI TEE 2. ) YAP YOKE KIM 3. ) GOH JOO HUAT 4. ) LEE PECK YING 5. ) LEE CHONG TEK 6. ) DATIN LOW LIAN KHIM 7. ) NG JING LUN 8. ) AU YONG SWEE MEE 9. ) TAN JUI THONG 10. ) TAN KOK CHIEW 11. ) KAN LAI CHOO 12. ) TAN SEOK MOY 13. ) TANG KEE WENG 14. ) LEE YUEN SANG v 1. ) Ng Yew Loon [Didakwa secara peribadi dan sebagai Pemegang Jawatan bagi PERSATUAN PENDIDIKAN AKHLAK CHE HUAN KHOR KUALA LUMPUR DAN SELANGOR [No Pendaftaran Pertubuhan: PPM-003-14-10071957] 2. ) Lim Hoay Kheng [Dida...

Case Significance

Applies the principle that a society's constitution registered under the Societies Act 1966 is a contract between its members, and that resolutions passed at a meeting convened without constitutional authority are a nullity, warranting reinstatement of the lawfully appointed committee.

This decision of the High Court of Malaya at Kuala Lumpur concerns a governance dispute within a society registered under the Societies Act 1966 — the parent association of a moral-education organisation for Kuala Lumpur and Selangor — brought by way of originating summons under sections 9(c) and 14 of that Act and section 41 of the Specific Relief Act 1950. A group of committee members applied to challenge their removal, contending that a faction had convened an irregular meeting on 26 September 2024 and passed resolutions purporting to remove the majority of the committee and install a new one. The court treated the society's constitution as a contract between its members and construed its clauses logically and coherently, holding that a disagreement between committee members is akin to a dispute between parties to that contract.

Analysing the constitutional machinery, the court found that the secretary had no power to call the committee meeting in question, so that the 26 September 2024 meeting and the resolutions passed at it were a nullity. It rejected the suggestion that a compound imposed by the Securities Commission amounted to a conviction of a criminal offence that could disqualify a member. The court also noted that the person holding the secretary's role had been able to record the removals with the Registrar of Societies only because he controlled the password to the Registrar's portal, and had used that access to e-file documents based on the illegitimate meeting, depriving the lawfully appointed members of their rights for some eight months. On 13 May 2025 the court decided in favour of the applicants and allowed most of the prayers in the originating summons, granting a declaration that the 26 September 2024 meeting and its resolutions were null and void, reinstating the legitimate committee to the status quo ante, and ordering the removal of the disputed committee.