Dato' Chang See Tum v Royal Selangor Golf Club (WA-24NCC-145-03/2026)

DATO’ CHANG SEE TUM [NO. K/P: 470323-06-5279]

KAHARUDIN BIN MOHD. KASSIM [NO. K/P: 700728-10-5479]

DINESH KUMAR MKR NAMBIAR [NO. K/P: 530609-14-5049]

LIM CHAI HOCK [NO. K/P: 690415-01-6161]

QUAY ONG GUAN [NO. K/P: 480226-10-5565]

TUNG YU PENG @ LETITIA TUNG [NO. K/P: 670731-10-6072] …PLAINTIF-PLAINTIF

ROYAL SELANGOR GOLF CLUB [No. Pendaftaran: 0000351D / 192101000018]

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DAVID MAH SIEW WHYE @ DAUD MAH

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WAN DIN WAN ISMAIL JUSTIN ONG SENG BENG …DEFENDAN-DEFENDAN GROUNDS OF JUDGMENT Introduction

The Plaintiffs are members of the 1st Defendant, Royal Selangor Golf Club (“Club”). They filed this action, seeking declarations on how an Annual General Meeting (“AGM”) of the Club must be conducted. They were aggrieved by the decision of the Club’s committee to hold hybrid AGMs as they contend that it is contrary to the constitution of the Club. Background facts

The Club was established in 1893. In 1921, it was incorporated as a company limited by guarantee (“CLBG”) under the Companies Enactment 1917 and the right to use the designation “Royal” was conferred in 1963. As a CLBG, the Club is managed by a committee comprising individuals for the time being registered as directors. The 2nd to 11th Defendants are the current directors.

The Memorandum and Articles of the Association of the Club (collectively, “Constitution”) constitute a contract between the Club and its members and among the members themselves. As a CLBG, the Club is otherwise governed by company law, i.e. relevant provisions of the Companies Act 2016 (“CA”) as it applies to a CLBG.

In practice, the Club holds two general meetings a year. An AGM is held in June/July and an EGM is held in November/December. Since its inception, the Club held its general meetings physically. This changed in 2020 with the Covid-19 pandemic, coupled with the advent of new technology that enabled meetings to be conducted virtually.

Three successive general meetings were held virtually between December 2020 and December 2021 on account of the Covid-19 pandemic. Thereafter, eight successive general meetings were held in a hybrid format between June 2022 and December 2025 without any specific reason for that format of meeting. The notice of meetings simply prescribed the format of the meetings.

It is not disputed that, as practised, the hybrid format of meetings allows members to attend either physically at a designated physical meeting venue or virtually from any place wherever the members may be, resulting in both a physical and virtual meeting place. While voting was done purely by electronic means at the first hybrid meeting on 18-6-2022, both manual and e-voting were used at subsequent hybrid meetings.

Since 2023, the Club has engaged Agmo Digital Sdn Bhd as its e-voting service provider to conduct e-voting on a system known as Vote2U. Due to alleged discrepancies in online voting at the EGM on 7-12-2024, the Companies Commission of Malaysia requested information on the Club’s meeting and e-voting processes on 3-6-

The inquiry concluded uneventfully on 16-6-2025.

The Club itself had written to the service provider on 16-10-2025 raising security concerns about the practice of password recycling, where members have a unique but unchanged password every year. Correspondence ensued about steps to enhance security.

Concerns regarding the constitutionality of hybrid meetings had been raised sporadically over the years, but by late 2025 the issue was being actively pursued by a number of members. On 25-11- 2025, the Plaintiffs presented a petition signed by 87 members of the Club requesting that future general meetings be held physically at the Clubhouse.

This led to the filing of this Originating Summons on 11-3-2026. The action was filed together with an application for a mandatory injunction that the AGM of the Club scheduled for 20-6-2026 be convened physically at the Clubhouse and that the Defendants be restrained from convening future meetings in virtual or hybrid formats. Analysis and findings Preliminary Objections

The Defendants raised 2 preliminary objections. The first is that the Originating Summons does not set out the relevant articles of the Constitution and the provisions of the CA that the Plaintiffs are relying on in the title of the action. The second is that, considering the subject of the dispute and the joinder of the directors, the Originating Summons is a derivative action requiring leave under section 347 of the CA.

The first preliminary objection was noted and excused by the Court as no party had been prejudiced by it. As this is an uncontroversial issue, the Court highlighted that if the matter is to be pursued on appeal, the parties ought to amend the title of the action by consent to include the key relevant provisions.

As for the second preliminary objection, this Court did not see this Originating Summons as a derivative action requiring leave. While the issue affects the Club as a whole, the Club is not the party aggrieved. The Court agreed with counsel for the Plaintiffs who argued that the Plaintiffs have locus standi to seek legal recourse for what they say is an infringement of their personal contractual rights as members of the Club. The directors are joined as the real adversaries in the dispute. Legality of hybrid AGMs

The only substantive issue this Court thought necessary to determine, is whether the conduct of hybrid AGMs contravenes the Constitution of the Club and/or the law. The Plaintiffs framed the question as an ultra vires question i.e. does the Club as a CLBG and its directors have power to convene general meetings in a hybrid format (“Question”). Of immediate concern was the next AGM scheduled to convene in that format on 20-6-2026.

Both parties agree that conceptually, the law does empower a company to convene hybrid general meetings by virtue of section 327(1) of the CA that provides as follows: “(1) Subject to the constitution, a company may convene a meeting of members at more than one venue using any technology or method that enables the members of the company to participate and to exercise the members' rights to speak and vote at the meeting.

As a matter of interest, it was also highlighted that section 327(1) of the CA is not a legislative innovation born of the Covid-19 pandemic as one might today assume. A similar provision had already been introduced in section 145A of the Companies Act 1965 by an amendment that came into force on 15-8-2007. However, section 145A was not prefaced as being “subject to the constitution,” and it existed at a time when all companies must have a constitution. It simply reads: “A company shall hold all meetings of its members within Malaysia and may hold a meeting of its members within Malaysia at more than one venue using any technology that allows all members a reasonable opportunity to participate.”

Under the current CA regime however, only CLBGs are still required to have a constitution. Considering this, and with reference to the Federal Court decision in Dato’ Azizan Abd Rahman & Ors v Concrete Parade Sdn Bhd & Ors and Other Appeals [2024] 5 CLJ 193 (“Azizan”), counsel for the Plaintiff argued on the primacy of the Constitution in determining the Question and argued that the power to hold hybrid meetings is not found in the Constitution.

“Subject to the constitution” similarly appeared as the opening words of section 85 of the CA, the provision considered in Azizan. Section 85 of the CA provides for the pre-emptive rights of the holders of existing shares to new share issuances to maintain the relative voting rights of the shareholders. The central issue before the Federal Court was what those words “subject to the constitution” meant.

The Federal Court in Azizan construed “subject to the constitution” to mean that the statutory pre-emptive right in section 85 of the CA was subordinate to the company’s constitution. Thus, where the constitution provides for a different mechanism or permits exceptions, those constitutional provisions will govern: “[122] In other words, the constitution of the company will have a determinative effect on whether and how the shareholders’ statutory pre-emptive rights in the second part of s 85(1) may be dealt with. The constitution may provide for an ability to renounce or disapply such pre-emptive rights or may be silent or may fortify such pre-emptive rights.” [Emphasis added]

In principle, the above proposition of law was not disputed. However, the issue in this case is that the Constitution neither explicitly permits nor prohibits hybrid meetings and the parties advanced competing constructions of the words of the Constitution in this regard. Crucially, the parties also adopted different approaches to answer the Question, namely:

(a) that what is not expressly permitted in the Constitution is prohibited as contended by the Plaintiff; and

(b) that what is not expressly prohibited in the Constitution is permitted as contended by the Defendant.

Neither proposition is universally correct. The answer depends upon the particular statutory provision. As noted earlier, section 38 of the CA requires that a CLBG have a constitution. Subsection (3) sets out what the constitution must state, and this includes the objects and the capacity, rights, powers and privileges of the company.

As it relates to the objects clause of a company, section 35(2) of the CA reflects the general principle that if a constitution sets out the objects of the company, the company shall be restricted from carrying on any business or activity that is not within those objects. In other words, what is not expressly permitted is prohibited when it comes to the objects of a company.

On the other hand, what is not expressly prohibited in the Constitution is permissible only to the extent that it is consistent with the law.

On the power of the Club and of the directors to “convene a meeting of members at more than one venue using any technology or method that enables the members of the company to participate and to exercise the members' rights to speak and vote at the meeting” like the hybrid meeting complained of in this case, the correct analysis starts with section 31 of the CA: “(1) A company, other than company limited by guarantee, may or may not have a constitution.

The Court applies section 31 to produce the following three propositions relevant to the present issue: a) by default, the Club and its directors have the power to convene a hybrid general meeting according to section 327 of the CA; b) section 327 of the CA allows the Constitution to take precedence if the Constitution modifies the aforesaid default power of the Club and its directors by excluding it; and c) whether the Constitution does modify the power of the Club and its directors to convene a hybrid general meeting by excluding it is a matter of interpretation of the Constitution.

On this, the Plaintiff contends that the Constitution has not modified the power of the Club and its directors in relation to section 327(1) of the CA at all, as it was never within the contemplation of the drafters of the Constitution to have any other mode of meeting, because it employs language that clearly refers to a physical meeting of all members.

Ultimately, the Question is one of interpretation of the CA and of the words of the Constitution. It is fair to say that the Constitution in this case could not reasonably have contemplated hybrid meetings because the technology did not exist at the time it was drafted. Interpreting the Constitution today, however, this Court did not agree that its language was intended to govern only the circumstances existing at the time of its drafting.

The objective intention to be attributed to the drafters is that they employed language sufficiently general to endure over time. The inquiry is therefore whether the words they chose, construed objectively and in their proper context, are capable of accommodating the circumstances that have emerged.

In this case, the Constitution provides for the conduct of general meetings and uses words like – “present,” “present in person” and “present in person or by proxy”, “place” and “show of hands.” According to Article 6 of the Constitution, they must be construed with reference to the CA.

In the circumstances, this Court finds that the provisions of the Constitution on meetings can be construed in harmony with section 327(1) of the CA without amendment for the following reasons: a) According to Article 6 of the Constitution, the terms used in the Articles of the Constitution shall be taken as having the same respective meanings as they have when used in the Companies Act 1965 and every statutory modification thereof for the time being in force; b) Section 327(1) of the CA sits within sub-division 5 of the CA on the conduct of general meetings, and the sections within this sub-division also continue to use words like – “present,” “personally present,” “present in person or by proxy,” “venue,” “place” and “show of hands;” and c) section 317(1)(a) of the CA also continues to refer to the requirement for notice of a meeting of members of a company to state “the place, date and time of the meeting” exactly as it has always required, notwithstanding section 327(1) of the CA. No new terminology was introduced for virtual or hybrid meetings. It cannot have been Parliament’s intention to confer a default statutory power under section 327(1) of the CA, while simultaneously rendering the remaining provisions governing general meetings inapplicable whenever a meeting is conducted in a virtual or hybrid format.

It was also highlighted that section 4(3) of the Interpretation Acts 1948 and 1967 provide that words and expressions in the singular include the plural, and words and expressions in the plural include the singular. The Constitution itself provides that words importing the singular number only include the plural number and vice versa. Therefore, “the place” of a meeting includes the plural.

For these reasons, this Court finds that the words in the Constitution can accommodate hybrid general meetings. Construed as having the meaning ascribed to them in the CA, the words used are future-proof and technology neutral. As such, the default power afforded by section 327(1) of the CA has not been excluded by the Constitution. In answer to the Question therefore, the Club as a CLBG and its directors have power to convene general meetings in that format.

Nothing in the foregoing analysis turns on the fact that the Club is a CLBG, a feature on which counsel for the Plaintiff placed considerable emphasis. The statutory requirement that a CLBG have a constitution does not elevate the Constitution above the interpretative framework established by the CA, but merely requires the Court to determine whether the Constitution has modified the default statutory position in the manner contemplated by CA.

The Defendant also argued a further point on the internal management of the Club by the Committee and Article 63 of the Constitution that delegates to the Committee the power to interpret the Constitution where it is silent on any particular point and make a final and binding decision on it. In the light of the Court’s finding above, there was no need to consider this alternative argument. Conclusion

The current provisions of the Constitution of the Club can be read harmoniously to provide for the conduct of hybrid meetings without amendment. The Club’s experience demonstrates that members can be present in person for a general meeting from more than one place, speak and show their hands when voting, all using technology. In this case, members of the Club can and have in the past participated and exercised their rights to speak and vote at such meetings.

Just as irregularities in the conduct of physical meetings may occur, it is only the irregularities in the conduct of hybrid meetings that may be the cause for challenge, not the validity of the mode of conduct of the meetings. Nor is there anything preventing aggrieved members from proposing a motion at a general meeting to amend the Constitution so as to prohibit hybrid meetings expressly.

For the above reasons, Enclosure 1 is dismissed with costs of RM10,000.00, subject to allocatur. Bertarikh: 08 Julai 2026 ELAINE YAP CHIN GAIK PESURUHJAYA KEHAKIMAN MAHKAMAH TINGGI MALAYA KUALA LUMPUR Peguam Untuk Plaintif-Plaintif: Tommy Thomas (Peroshnah T Dev a/p Dev Kumar bersamanya) Tetuan Tommy Thomas Untuk Defendan-Defendan: Malik Imtiaz Ahmed B Ghulam Sarwar (Edward Vinodh a/l Kuruvilla dan Abby Si Xinyi bersamanya) Tetuan Kuruvilla, Yeoh & Benjamin