1. ) DATO KOH MUI TEE v 1. ) Ng Yew Loon [Didakwa secara peribadi dan sebagai Pemegang Jawatan bagi PERSATUAN PENDIDIKAN AKHLAK CHE HUAN KHOR KUALA LUMPUR DAN SELANGOR [No Pendaftaran Pertubuhan: PPM-003-14-10071957] (WA-24NCvC-5019-12/2024)

DATO’ KOH MUI TEE [No. K/P: 580705-10-6141]

YAP YOKE KIM [No. K/P: 521124-10-5802]

GOH JOO HUAT [No. K/P: 520131-10-5419]

LEE PECK YING [No. K/P: 670210-01-5853]

LEE CHONG TEK [No. K/P: 560727-09-5035]

DATIN LOW LIAN KHIM [No. K/P: 531026-10-5074]

NG JING LUN [No. K/P: 940824-14-5107]

AU YONG SWEE MEE [No. K/P: 530507-10-5468]

TAN JUI THONG [No. K/P: 640819-01-5397]

TAN KOK CHIEW [No. K/P: 500809-01-5014]

KAN LAI CHOO [No. K/P: 520621-10-5884]

TAN SEOK MOY [No. K/P: 610116-02-5284]

TANG KEE WENG [No. K/P: 620131-02-5097]

LEE YUEN SANG [No. K/P: 760827-14-5139] …PEMOHON-PEMOHON DAN 1. NG YEW LOON [No. K/P: 780201-07-6037] [Didakwa secara peribadi dan sebagai Pemegang Jawatan bagi PERSATUAN PENDIDIKAN AKHLAK CHE HUAN KHOR KUALA LUMPUR DAN SELANGOR [No Pendaftaran Pertubuhan: PPM-003-14-10071957]]

LIM HOAY KHENG [No. K/P: 470414-02-5045] [Didakwa secara peribadi dan sebagai Pemegang Jawatan bagi PERSATUAN PENDIDIKAN AKHLAK CHE HUAN KHOR KUALA LUMPUR DAN SELANGOR [No Pendaftaran Pertubuhan: PPM-003-14-10071957]] SAMAN PEMULA NO. WA-24NCvC-5019-12/2024 3. TANG KHON MENG [No. K/P: 731013-07-5335]

LIM HOOI PENG [No. K/P: 720717-07-5380]

LOH SOO LENG [No. K/P: 480210-71-5107]

LEE PHUI YEAN [No. K/P: 871119-14-5834]

CHAN HUNG CHEH [No. K/P: 590120-71-5119]

LIM HAN CONG [No. K/P: 930605-01-5645]

LEONG YOKE FONG [No. K/P: 420308-05-5026]

JABATAN PENDAFTARAN PERTUBUHAN MALAYSIA WILAYAH PERSEKUTUAN KUALA LUMPUR …RESPONDEN-RESPONDEN GROUNDS OF JUDGMENT Introduction 1. Persatuan Pendidikan Akhlak Che Huan Khor Kuala Lumpur & Selangor is registered under the Societies Act 1966. It is supposed to be a ‘moral uplifting society’. Its original name in English is The Kuala Lumpur & Selangor Che Huan Khor Moral Uplifting Society (“the Society”). Unfortunately, the squabbles between some of its committee members since August 2024 have not been morally uplifting. As they were unable to settle amicably, their disagreement escalated into litigation in this Court.

There was an application filed by the Respondents for an order that the Originating Summons filed by the Applicants be continued as if it were a writ action. After hearing learned counsel and reading the affidavits, I was convinced that the whole dispute pivoted on the correct interpretation of Article 9.11 of the Society’s constitution – and could be finally determined without having to call any witnesses.

In short, I find that Article 9.11 of the Society’s constitution does not confer power on the secretary of the society to call committee meetings and to remove the president and other committee members from Society’s committee. It was a coup d'état planned by the 1st Respondent, completely ignoring the provisions of the Society’s constitution. Thus, I decided to allow the Applicants’ prayers in the Originating Summons, which are to restore the status quo. It follows that the Respondents’ application to convert the Originating Summons into a Writ action ought to be dismissed.

For the avoidance of doubt, the Order issued by this Court was merely to restore the status quo and to reinstate the Applicants as the rightful committee members of the Society.

5.

Following a committee meeting post-election, all the 14 Applicants and 9 of the Respondents, i.e. except for the 10th Respondent who is the Registrar of Societies (“RoS”), are the 23 persons who formed the committee of the Society. The 1st Applicant was chosen to be the president while the 1st Respondent was chosen to be the secretary of the Society.

For the purpose of considering the merits of the Applicants’ application in this Originating Summons, it is unnecessary to mention the portfolio of all the committee members. The Applicants’ Submissions 8. On 23rd August 2024, the 1st Applicant had, in his capacity as the president of the Society, issued a warning letter to the 1st Respondent setting a deadline of 26th August 2024 for the 1st Respondent, as the Society’s secretary, to update the latest List of Committee Members via RoS’s portal known as eRoSes System and to submit the 2023 Annual Returns to RoS.

In response to the said warning letter, the 1st Respondent issued an official reply letter dated 25th August 2024 in his capacity as the secretary of the Society, disputing the allegations stated in the said warning letter.

The 1st Applicant also issued a Notice to convene an “Emergency Committee Meeting” to be held on 26th August 2024. This Notice was challenged by the 1st Respondent but the 1st Applicant proceeded to hold the meeting, with the support of 14 of the committee members in attendance, passing a resolution to remove Mr Ng Yew Loon (the 1st Respondent) from the position of Secretary. A second resolution to appoint Mr. Lee Chong Tek (the 5th Applicant) as the new Secretary (subject to his resignation from his current position as Deputy President) was supported by 13 of the committee members in attendance.

The 1st Respondent, who held the password and was able to access RoS’s portal for the purpose of submitting documents and updating information about the Society, refused to accept the resolutions passed by the majority of the committee members on 26th August

Instead, he issued a Notice on 19th September 2024 to call a committee meeting, which was held on 26th September 2024, to discuss, among others, the following agenda:

removal of the 1st Applicant as the President;

(ii) removal of Mr. Lee Chong Tek (the 5th Applicant) as the Deputy President and Committee Member;

(iii) Removal of other committee members;

(iv) Appointment of new Committee Members;

The 1st Applicant avers that the Notice that called for a meeting on 26th September 2024 was sent to only some of the committee members, and not to all committee members.

By using the password in his possession to access the RoS’s portal, the 1st Respondent filed an update based on the impugned meeting held on 26th September 2024 which was organised by him. He put it on record that the 1st Applicant was removed as the President of the Society and the other Applicants were all removed as committee members, and the appointment of new committee members.

The Applicants’ main point is that the meeting allegedly held by the 1st Respondent on 26th September 2024 – which was followed-up with an update of RoS’s records by the 1st Respondent – was illegal and that the Applicants remain the lawful office bearers of their respective positions.

It was averred by the 1st Applicant that the impugned meeting organised by the 1st Respondent on 26th September 2024 has resulted in the existence of the original committee members who are the “Legitimate Committee” and a “Disputed Committee” (referring to those appointed on or after 26th September 2024).

The prayers of the Applicants are for the following reliefs:

A declaration that the 26th September 2024 meeting and its resolutions are null and void;

(ii) Reinstatement of the “Legitimate Committee” to the status quo before 26th September 2024;

(iii) Removal of the “Disputed Committee”;

(iv) The 5th Applicant (Lee Chong Tek) to be recorded as the secretary of the Society in the ROS’s eROSES system, access to the Society’s premises, records and funds.

It was further pointed out by learned counsel for the Applicants, that the pre-amended Constitution of the Society is applicable to enable the Applicants to remain as committee members for a term of 3 years, i.e. until May 2026, and therefore their prayer for reinstatement may be allowed by this Court.

The Respondents’ Submissions In reply, the Respondents take the stand that Article 9.11 of the Society’s Constitution empowered the 1st Respondent to call the committee meeting that was held on 26th September 2024.

It was averred by the 1st Respondent that the 1st Applicant is ineligible to hold office as the president of the Society as he had been fined by the Securities Commission (in a matter unrelated to the Society), and therefore he had been rightfully removed as the president of the Society.

The Respondents do not dispute the fact that only 9 committee members attended the meeting on 26th September 2024.

Analysis of the Facts and Law First, on whether the 1st Applicant, namely Koh Mui Tee, is ineligible to be a committee member of the Society as he had to pay a compound to the Securities Commission in a corporate matter unrelated to the Society, I accept the clarification given by the learned Senior Federal Counsel Mohd Isa bin Mohamad who appeared for the 10th Respondent. The learned SFC clarified that the 10th Respondent (the Registrar of Societies) does not regard the imposition of a compound as a conviction of a criminal offence. This clarification put to rest the issue of the 1st Applicant’s eligibility to hold office in the Society.

The constitution of a society registered under the Societies Act 1966 sets out, inter alia, the objectives of the society, the designation of office bearers, rules of admission of members and election of committee members, the procedure for annual general meetings and extraordinary general meetings to be called by the committee members and also by the ordinary members. It is mandatory to file with the Registrar of Societies, a copy of its constitution, and pursuant to S.14(1) of the Societies Act 1966, all amendments made thereto.

In this case, the constitution of the Society was amended after the Applicants were elected on 21st May 2023. It is clear from Article 9.3 of the pre-amendment Constitution that each office bearer, who is chosen from among the committee members elected by the members, shall hold office for a term of 3 years and that no committee member is hold the office of the President, Secretary or Treasurer for more than 2 terms. This is relevant to confirm that the committee member who were elected in May 2023 are entitled to remain in office, unless earlier removed legitimately, until the next elections to be held after 3 years. i.e. in 2026. The pre-amendment version of Article 9.3 reads:

The post-amendment version of Article 9.3 reads:

The footnote below the amended Article 9.3 clearly states that the next election shall be in 2026, and to be followed by an election in

Thus, it is indisputable that the Society’s constitution provides for a change of committee members to be elected every 3 years and not every year. Be that as it may, in a democratic society such as the Society, the voice of the majority shall prevail – provided that meetings and voting are held legitimately.

It was obvious from the sequence of events that the 1st Respondent was feeling aggrieved to have been issued a warning letter on 23rd August 2024 and to have been removed by a resolution passed by the Committee on 26th August 2024.

The aggrieved 1st Respondent could have requested 12 committee members to call a Committee Meeting pursuant to Article 9.10 of the Society’s constitution, to reinstate him as the Society’s secretary or failing that, to gather at least 70 members to requisition an Extraordinary General Meeting pursuant to Article 8.6(2) to pass a resolution to reinstate him and/or to challenge the conduct of the committee. Alternatively, if he had been advised that the resolution passed on 26th August 2024 to remove him were unlawful, he could have filed proceedings in court to attempt to set aside the said resolution. The 1st Respondent failed to take any of the above action.

From the undisputed facts and a plain reading of the Society’s constitution, it was obvious that the 1st Respondent failed to follow a lawful course of action after 26th August 2024. Instead, he decided (probably without seeking legal advice) to assume that he had the power under Article 9.1 of the Society’s constitution to call a committee meeting, and with the support of the minority of the committee (9 out of 23 committee members) to pass draconian resolutions to remove the President from office as well as 13 other committee members from the committee, and to appoint new committee members. In other words, 9 committee members resolved on 26th September 2024 to remove 14 committee members!

On the interpretation of the said Article 9.11 of the Society’s constitution, I stand guided by a very recent judgment of the Federal Court in The New Straits Times Press (M) Bhd v Aideah Communication Sdn Bhd [2025] 3 MLJ 240. There, the Federal Court emphasised that a legal instrument of any character, be it a statute or a contract, should be interpreted logically, coherently with other clauses and in layman terms, with common sense. The whole passage reads: “[140] It is also important to note that the generalia specialibus maxim is not a technical rule of interpretation but rather it is a consequence of the principle that a legal instrument of any character, be it a statute or a contract, should be interpreted as a coherent whole and represents simple common sense and ordinary usage. Lord Cooke of Thorndon pointed out in Effort Shipping Co Ltd v Linden Management SA and another; The Giannis NK [1998] 1 All ER 495 (HL) at p 513: I would add only that the generalia specialibus maxim, as its traditional expression in Latin indeed suggests, is not a technical rule peculiar to English statutory interpretation. Rather it represents simple common sense and ordinary usage. (Emphasis added) [141] First, it goes without saying that as a matter of general principle, common sense and ordinary usage must apply to give effect to the contract as a whole regardless of whether the clauses in question can be said to bear a relationship of general operation and special/specific exception. [142] Second, the application of the maxim on a contract would require one to construe a clause as a specific provision in the contract with another clause as the more general provision thereby bringing the two into harmony. [143] However, this is not always possible where the clauses under review may simply be different provisions with overlapping aims and applications. In our considered view, cll 4.1 and 4.2 provided for the desired results to be achieved without any guarantee whereas cl 4.3 provided for the standard for performance. There is no inconsistency between these clauses so that one could say the general is taken to give way to the specific.”

Applying the principles reiterated by the Federal Court in The New Straits Times Press (M) Bhd (supra) to construe the said Article 9.11 of the Society’s constitution, it is my judgment that the logical and coherent interpretation must be that the secretary of the Society is empowered to obtain the approval of the majority of the committee members if and only if it is impossible for a Committee Meeting to be held when a very urgent matter has arisen. As of 19th September 2024, no urgent matter had arisen and there was no reason why a committee meeting, if necessary to be held, could not be called by the President or by more than 12 committee members. The first two lines of Article 9.11 clearly states that it must be due to a very urgent matter arising, as follows:

Article 9.11(a) states that the proposed resolution to be passed under Article 9.11 must be attached to the ‘surat pekeliling’, i.e. a circular, and to be distributed to each and every one of the committee members. The wording of the said Article 9.11(a) is as follows:

Further, under Article 9.11, the secretary has no power to call a committee meeting. The secretary is only empowered to obtain the votes of the committee members, in favour of a proposed resolution for it to be considered passed. A reading of the words in Article 9.11; “mendapat undi-undi dari Ahli-ahli Jawatankuasa secara pengedaran surat pekeliling” makes it indisputable that the 1st Respondent had no power to call a committee meeting on his own volition (assuming that he was still the secretary at the material time):

A further point which makes the 1st Respondent’s interpretation of Article 9.11 plain and obviously erroneous is the words in Article 9.11(b) – which leaves no room for doubt that at least half the total committee members must have participated in the voting of the proposed resolution. Lastly, at the bottom of Article 9.11, it says that such a resolution must be presented at the next Committee Meeting to be verified. This is markedly different from the usual committee meeting with physical attendance because the total number of committee members in office as at 26th September 2024 was 23. Hence, at least 12 committee members must have participated in the voting of the proposed resolution, and if the majority voted in favour, for such a resolution to be deemed passed. Only 9 committee members were in support of the impugned resolutions at the impugned meeting on 26th September 2024. Article 9.11(a) to c) and the proviso read as follows:

All members of an unincorporated association, including the Applicants and the Respondent who are members of the Society, are bound by their constitution. It is as if they are bound by a contract between themselves, with the terms of contract between them spelled out as the articles in the constitution. This principle of law was clearly set out by Thomson CJ some 64 years ago in Thamarlingam v. Sambanthan [1961] 1 MLJ 63. It was held as follows: “As has been said, all these questions of the relationship among members of an unincorporated association are matters of contract and the contract is to be found in the Rules or the Constitution of the association. If a member does not like the rules he has two courses open to him. Either he can refrain from joining the association, and in the present case I would observe in parenthesis that the Malayan Indian Congress has nothing in common with a trade union, membership of which may be a vital necessity if a person is to earn his livelihood. Or if he does join he can attempt to persuade his fellow members to change Counsel for the Applicants: Vincent Ong (Carmere Tan with him) SOLICITORS FOR THE APPLICANTS: MESSRS. TAN NORIZAN & ASSOCIATES Advocates & Solicitors A-1002 & A-902, Penthouse Office Suite, 10th & 9th Floor, Block A, No. 17, Jalan Ss7/26, Kelana Jaya, 47301 PETALING JAYA, SELANGOR. Counsel for the 1st – 9th Respondents: Boo Yang Huay (PK Tan dan Liau Pin Chun with him) SOLICITORS FOR THE 1st – 9th RESPONDENTS: MESSRS. Y.H. BOO & PARTNERS Advocates & Solicitors No. 60-1 Jalan Temenggung 19/9, Bandar Mahkota Cheras, 43200 KAJANG, SELANGOR. Counsel for the 10th Respondent: SFC Mohd Isa bin Mohamed SOLICITORS FOR THE 10th RESPONDENT: Jabatan Peguam Negara, No. 45, Persiaran Perdana,Presint 4, 62100 PUTRAJAYA.

The New Straits Times Press (M) Bhd v Aideah Communication Sdn Bhd [2025] 3 MLJ 240.

Thamarlingam v. Sambanthan [1961] 1 MLJ 63. LEGISLATION REFERRED TO:

S.14(1) Societies Act 1966