JUDGMENT

Faiza Tamby Chik J:

This is an application (encl 1) for a:

(1) A declaration that as founder members of the Selangor Chinese Assembly Hall (hereinafter referred as 'the SCAH'), the plaintiff and the 21 permanent members acknowledged as permanent members under r 3(2) of the SCAH Rules are entitled to perpetual permanent membership in the SCAH;

(2) A declaration that a representative of each of the plaintiff and the 21 permanent members are perpetually (and automatically) entitled to be a member of the board of directors of SCAH;

(3) (This prayer has now been withdrawn);

(4) A mandatory injunction restraining the defendant from among other things from amending the provisions of r 3(2) entitling them to automatic membership to the board of directors of SCAH;

(5) Costs; and

(6) Such further or other relief.

The application is supported and opposed by the following affidavits:

(1) Supporting affidavit of Lee Thye @ Lee Shah Too dated 16 April 1999 (encl. 2);

(2) Opposing affidavit of Tan Sri Ngan Ching Wen dated 21 April 1999 (encl. 4); (3) Supporting affidavit of Lee Thye @ Lee Shah Too dated 22 April 1999 (encl. 5);

(4) Supporting affidavit of Lee Thye @ Lee Shan Too dated 7 May 1999 (encl. 9);

(5) Opposing affidavit of Tan Sri Ngan Ching Wen dated 7 May 1999 (encl. 10);

(6) Opposing affidavit of Tan Sri Ngan Ching Wen dated 11 May 1999 (encl. 11);

(7) Opposing affidavit of Dato' Lim Guak Teik dated 14 May 1999 (encl. 12).

The defendant is a parent association of 340 registered Chinese guilds, societies and associations which comprises of 22 permanent members and 318 ordinary members (para 4 of the defendant's affidavit (encl No 4)). On or about 1 April 1999, the defendant received a requisition ("Requisition") duly signed by all 128 members of the defendant (more than 1/3 of the total members of the defendant) to request for an Extra-Ordinary General Meeting ("EGM") which the board of directors has no alternative but to comply with r 25(3) to convene the EGM on 25 April 1999 within one month from the date of the requisition (para 8 of the defendant affidavit encl No 4 and para 6 of the defendant's second affidavit encl No 10). The requisition proposed to amend to the Rules of the defendant particularly deletion of r 3(3) of the Rules of the defendant which stipulates that a representative of a permanent member is automatically a member of the Board of Directors (para 7 of the defendant's second affidavit encl No. 10).

However, on 25 April 1999, more than two-third of the members present at the EGM voted for the Resolutions to delete r 3(3) and also to amend related rules, like r 7(3) and 7(7) as proposed in the Requisition, ie 155 members voting for the Resolutions and 29 members voting against the Resolutions (exh "D-4" and para 8 of the defendant's second affidavit encl No 10). With the deletion of r 3(3) of the Rules of the defendant duly approved by the EGM in accordance with r 25(2) of the Rules of the defendant, the representatives of the 22 permanent members no longer automatically become the members of the board of directors.The representatives of the 22 permanent members may become members of the board of directors through biennial election held during the Annual General Meeting ("AGM").

On 19 April 1999, the plaintiff, by way of the plaintiff's originating summons (encl No 1) applied for the following orders: (a) For a declaration that as founder members of the defendant, the plaintiff and the 21 members acknowledged as permanent members under r 3(2) of the Rules of the defendant are entitled to perpetual permanent membership in the defendant (prayer 1);

(b) For a declaration that a representative of the plaintiff and each of the 21 members are perpetually (and automatically) entitled to be a member of the board of directors of the defendant (prayer 2);

(c) A mandatory injunction restraining the defendant either by their board of directors or members or in any way whatever from (prayer 4):

(i) proposing and adopting any motion, re