Hashim Yeop Sani SCJ:

[1] The basic issue in this appeal is the issue of illegality and the question to be answered is what is the proper interpretation of s 12(3) and s 41(c) of the Societies Act 1966 ("the Act") and how is it to be applied to the agreed facts.

[2] Among the agreed facts the most important for the purpose of determining the appeal is fact (d) at p 15 and recorded in the grounds of judgment of the learned Judge as follows:

There were 30 unapproved Branches in 4 Divisions which held their Annual General Meetings and elected delegates or sent observers to the Division Conferences which in turn elected delegates to the General Assembly on 24 April 1987.

[3] We will first deal with the interpretation and effect of s 12(3) and s 41(c) of the Act. Section 12(3) reads as follows:

Where a registered society established a branch without the prior approval of the Registrar such registered society and the branch so established shall be deemed to be unlawful societies:

Provided that a branch of a registered society established and in existence immediately before the commencement of this Act shall not be deemed to be an unlawful society if within six months from the commencement of this Act or such extended period, not being more than three months, as the Registrar may allow, such registered society applies to the Registrar in writing for his approval under this section; and in considering such application the Registrar shall have all the powers conferred upon him by subsection (2).

(This proviso does not concern us).

[4] Before 10 June 1988 when it was amended by Act A700/88, s 41(c) read:

41. For the purposes of this Act any of the following societies shall be an unlawful society, that is to say:

(a) ...

(b) ...

(c) a society which establishes a branch without the prior approval of the Registrar in contravention of s 12 and the branch so established; or

[5] The appellants as plaintiffs in the Court below asked for a number of declarations but the main declarations sought were:

(a) the election of the office-bearers at the general assembly on 24 April 1987 was unconstitutional, illegal, null and void and of no effect because of the existence of delegates from 30 unapproved branches in 4 divisions which had elected delegates or sent observers to the division conferences which in turn elected the delegates to the general assembly on 24 April 1987; and

(b) a consequential declaration that the previous elected office-bearers of UMNO Malaysia general assembly still exists in law with all the powers subscribed to them until expiration of their full term or upon fresh UMNO general assembly and election being taken on a date to be fixed in accordance with the UMNO constitution.

[6] In his oral judgment on 4 February 1988 the learned Judge dismissed the claims which means that he refused all the declarations sought. His reasons for refusing the declarations appear towards the end of his oral judgment at p 10 of the appeal record, ie

because UMNO is still an unlawful society, the plaintiffs cannot now seek the aid of the Court for the grant of the reliefs.

[7] However, in his grounds of decision more than two months later, dated 13 April 1988, the learned Judge made a finding relating to the 1984 office-bearers recorded at p 25 of the appeal record as follows:

In my judgment as UMNO was an unlawful society at the material time, persons who took part in the elections in 1987 at branch, division and the general assembly levels committed an offence (s 43 of the Act) and therefore the elections were null and void and the office-bearers elected at all levels were not office-bearers at all.

The entire series of elections were a nullity all the way. It follows that the officebearers elected at the 37th general assembly in 1984 continue to be the lawful officebearers of UMNO.

[Note Emphasis]

[8] Under the heading "Remedies" in his grounds of decision the learned Judge said:

It follows that UMNO is still an unlawful society. That being so, the plaintiffs