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2023 MarsdenLR 34
HIGH COURT MALAYA KUALA LUMPUR
TEO AI HOCK – Appellant
Versus
TEW BOON CHIN & ORS – Respondent
[Writ Summons No: WA-22NCVC-360-07-2023]
The court emphasized the need for adherence to constitutional provisions in conducting elections and resolving disputes within the federation, allowing interim injunctions for both factions and ordering a fresh AGM.
Headnote:(A) Societies Act 1966 - Constitution of the Federation of Zhang Clan Association Malaysia - Interim injunctions sought by both factions for AGM disputes - Court ordered a fresh AGM to resolve leadership conflicts and disciplinary issues, emphasizing the need for fair elections and adherence to constitutional provisions. (Paras 1, 4, 10, 101, 102)
(B) Interim Injunction - Requirements for granting an interlocutory injunction established, including the need for a bona fide question to be tried and the balance of convenience favoring the plaintiff and defendants. (Paras 50, 63, 61)
(C) Disciplinary Actions - Validity of disciplinary committee's decisions and the legality of EGM called by one faction challenged, leading to the court's intervention to restore order. (Paras 26, 34, 67, 73)
(D) AGM Procedures - Court emphasized the constitutional requirement for a quorum and proper notice for meetings, which were not followed by the factions. (Paras 21, 22, 24, 32) (E) Jurisdiction - Court's authority to order a fresh AGM recognized as essential to prevent dysfunction within the Federation. (Paras 49, 101, 102)
| Table of Content |
|---|
| 1. introduction and context of the case (Para 1 , 2 , 3 , 4 , 5 , 6 , 7 , 12) |
| 2. constitutional framework and governance of the federation (Para 14 , 15 , 19 , 20 , 21 , 22 , 23 , 24) |
| 3. plaintiff's allegations against the defendants' egm (Para 26 , 27 , 28 , 29 , 30 , 31 , 32 , 33) |
| 4. defendants' contentions regarding their agm (Para 35 , 39 , 40 , 41) |
| 5. court's considerations on interim injunctions (Para 36 , 42 , 49 , 50 , 51 , 52 , 53 , 61 , 62) |
| 6. issues surrounding the disciplinary committee's authority (Para 67 , 68 , 74 , 79) |
| 7. jurisdiction of the court to order a fresh agm (Para 81 , 83 , 90 , 92 , 94) |
| 8. final decision and orders of the court (Para 100 , 101 , 102) |
Introduction
[1] "The world under heaven, after a long period of division, tends to unite; after a long period of union, tends to divide. This has been so since antiquity".
[2] So, begins the famous opening lines of The Romance of the Three Kingdoms. These lines paint a vivid imagery of the doctrine of the Mandate of Heaven which is used to explain the fall of a dynasty and to justify the rise of a new dynasty.
[3] Nowadays, in a modern democracy, the process of effecting change in leadership is relatively peaceful. In a society, it is by way of elections.
[4] Unfortunately, in the case before me, the two factions fighting for control of The Federation of Zhang Clan Association Malaysia refuse to participate in an election although the term of the office bearers has expired.
[5] Each faction proceeded to hold its own AGM to elect office bearers - from its own faction - for the new term of office bearers. Each faction came before me on an urgent basis for ex-parte injunctions to restrain the other faction from holding their AGM and /or to restrain the implementation of any resolutions passed by the other faction at their AGM. ["Interim Injunctions"]
[6] The plaintiff filed encl 40 for his Interim Injunctions. The defendants filed encl 52 for their Interim Injunctions. The defendants are 22 out of the 33 Zhang associations registered in Malaysia.
[7] Parties appeared before me on 12 July 2023, 24 July 2023, 1 August 2023, 11 August 2023 and 6 September 2023.
[8] I heard encls 40 and 52 together on 6 September 2023, I allowed the Interim Injunctions sought by the plaintiff in encl 40 prayers 1 and 2. [See encl 88 Court Order dated 6 September 2023]. I also allowed the Interim Injunctions sought by the defendants in encl 52 prayers 1 to 6. [See encl 89 Court Order dated 6 September 2023].
[9] In the general prayer in both encls 40 and 52, both the plaintiff and the defendants have requested me, ie "the Court to give any relief the Court deems fit".
[10] Thus, I also ordered in encl 52 that a fresh AGM be convened for both factions to, firstly, vote on a decision of the Disciplinary Committee dated 1 June 2023 [which is a matter of dispute between parties as will be seen from the facts below] and secondly, the election of the Executive Committee. ["The Order to Convene an AGM"]
[11] In my order for encl 52 dated 6 September 2023, I also set out the steps to be taken for a fair election. I also ordered two scrutineers to be appointed by the Bar Council Malaysia. [See encl 89 Court Order dated 6 September 2023 at para 6 and Annexure marked A].
[12] The plaintiff is unhappy with my order for encl 52 dated 6 September 2023 and filed an appeal to the Court of Appeal on 21 September 2023. These are my Grounds of Decision for encl 52. For reasons of context, my Grounds of Decision for encl 52 will also include references to encl 40.
[13] I should mention here that before I delivered my decision, Counsel for the plaintiff informed me that the Registrar of Societies had informed the Federation that action would be taken against the Federation due to the disputes.
Backgrounds Facts
[14] The Federation of Zhang Clan Association Malaysia consists of 33 Zhang associations registered in Malaysia. ["Federation"]
[15] The plaintiff was elected
