(delivering the judgment of the Court): In the action of the court below the plaintiffs who claimed to be the legally appointed President and Committee Members of the Kuantan Kheng Chew Wooi Kuan Society (hereinafter referred to as the "Society") sought to obtain a declaration that (a) the resolution made by defendants purporting at the Special General Meeting to appoint themselves President and Committee Members of the Society was null and void and (b) an injunction to restrain defendants in such capacity from enforcing the said resolutions or interfering with plaintiffs in their use or enjoyment of the offices of the Society.

Defendants had earlier obtained an ex parte interim injunction to restrain the plaintiffs from acting as the office bearers of the Society.

The parties eventually agreed that since major issues of fact were not in dispute and that only questions of law were involved such questions could be decided in accordance with Order 25 rule 2 of the Rules of the Supreme Court, that no evidence would be called. Written submissions were subsequently filed.

The "Preliminary Issue" reads as follows:

"Whether the Special General Meeting of the 'Kuantan Kheng Chew Wooi Kuan' which was continued by the members after the President left it on October 30, 1977 was a valid meeting of the said association and even if such meeting was valid whether the Resolutions or any of them were valid."

It would appear that commencing from April 1977 twelve members of the Society had signed a requisition for a Special General Meeting to decide on the site of an electrical substation to service certain newly constructed shophouses owned by the Society. After three such requisitions and a letter from the Registrar of Societies asking 1st plaintiff to hold such meeting, the meeting was convened on October 30, 1977, and defendants circulated the following agenda to members:

"1. To decide the site for the Electrical sub-station.

2. To revoke the decision of the present committee in appointing the new Building sub-committee and that the Former Building sub-committee do remain.

3. To pass a vote of no confidence in the present 21 committee members.

4. To elect 21 fresh committee members for the remainder of the term till February, 1978."

When the time came for voting on item (1) on the agenda i.e. to decide on the site for the Electrical sub-station, the 1st plaintiff (the President) refused to allow voting and when certain members insisted on a vote being taken, he walked off saying that the meeting was adjourned.

The meeting then continued with 93 members out of the original 140 remaining (see list on pages 49 to 51). Plaintiffs' Minutes at page 124 claims however that 189 members had originally turned up. However since the question of lack of quorum was never raised in the court below, nor at the appeal it would be safe to assume that the only requirement (see Article 11(b)) in the circumstances for this Special General Meeting to be valid i.e. a minimum of 2/3 of the members requesting the meeting, had indeed been met. First defendant was then elected Chairman, and the meeting passed 4 resolutions unanimously viz:

"1. The Meeting resolves that the Substation be placed outside the present shophouses.

2. This Meeting do hereby revoke the decision of the present Committee in appointing the new Building Sub-committee and reinstate the Original Building Sub-committee headed by Mr. Dan Sin Wah, PJK.

3. That this Meeting no longer have confidence in the present 21 Committee Members.

4. That this Meeting amend Item 4 of the Agenda and elect 11 fresh Committee members for a team of 3 clear months for this date, with the power, duties and responsibilities of a normal Committee to look after the affairs of the Association and to prepare for the amendment of the Constitution and to prepare and call for a new election to elect new office bearers before the expiry of the term."

The learned trial judge held that the meeting which had been