1. ) LO CHANG GENG (mendakwa dalam kapasitinya sebagai ahli kepada Persatuan Hainan Selangor dan Wilayah Persekutuan) 2. ) WONG AH SENG (mendakwa dalam kapasitinya sebagai ahli kepada Persatuan Hainan Selangor dan Wilayah Persekutuan) v 1. ) FOO WAH CHEK (didakwa atas kapasitinya sebagai Presiden Persatuan Hainan Selangor dan Wilayah Persekutuan) 2. ) TAN KUAN FENG (didakwa atas kapasitinya sebagai Naib Setiausaha Agung Persatuan Hainan Selangor dan Wilayah Persekutuan) 3. ) PERSATUAN HAINAN ...

Case Significance

Illustrates that the association-member relationship is contractual, that a compliant requisition obliges an association to convene an EGM, and that a person who defies a court order to hold such a meeting may be committed for contempt.

This High Court decision concerns the governance of a registered association and the enforcement, by committal for contempt, of a court order requiring the association to convene an extraordinary general meeting (EGM). Two members of a state Hainan association brought proceedings against the association and certain office-holders arising from the members' requisition for an EGM. The court reaffirmed the settled principles that the relationship between an association and its members is contractual in nature; that so long as a requisition notice complies with the requirements of the association's constitution, the association must convene the EGM, the members' right to requisition being entrenched in the constitution; and that where a constitution confers a power to appoint, it is a necessarily implied term that the appointing authority also has power to remove, suspend, re-appoint or reinstate. It also recognised the doctrine of agents of necessity, by which an interim general council may be elected to ensure that the association continues to operate and function normally until the next annual general meeting, and observed that there is no law requiring the court to scrutinise the motives of members who lawfully wish to remove office-holders. In the connected committal proceedings, the person who had chaired an EGM and deliberately refused to table the members' motion in defiance of an earlier High Court order was found guilty of contempt. The court ordered that contemnor to tender a public apology in open court, to pay a fine of RM50,000.00 within fourteen days, and to pay costs of RM60,000.00, and recorded that the public apology was duly tendered. The judgment illustrates both the contractual framework governing associations and their members and the court's readiness to enforce its orders through contempt. The court treated the members' entrenched right to requisition a meeting as one the association could not lawfully frustrate, and regarded the deliberate obstruction of a court-ordered meeting as striking at the administration of justice itself, which is why the coercive remedy of committal was engaged rather than a mere procedural sanction.