DATUK TANG CHAI YOONG v FOO WAH CHEK didakwa atas kapasitinya sebagai Presiden Persatuan Hainan Selangor Dan Wiilayah Persekutuan (W-02(NCvC)(A)-1859-10/2024)

FOO WAH CHEK (NRIC NO.: 440613-10-5331) (Didakwa atas kapasitinya sebagai

TAN KUAN FENG (NRIC NO.: 590418-10-6295) (Didakwa atas kapasitinya sebagai Naib Setiausaha Agung Persatuan Hainan Selangor dan Wilayah Persekutuan)

PERSATUAN HAINAN SELANGOR (REGISTRATION NO.: PPM-007-14- In the High Court of Malaya at Kuala Lumpur, Originating Summons No.: WA-24NCvC-2272-06/2024 Between Datuk Dr. Tang Chai Yoong (NRIC No.: 590620-05-5591)

And Foo Wah Chek (NRIC No.: 440613-10-5331) (Didakwa atas kapasitinya sebagai Presiden Persatuan Hainan Selangor Dan Wilayah Persekutuan) 11/02/2026 08:06:17

Tan Kuan Feng (NRIC No.: 590418-10-6295) (Didakwa atas kapasitinya sebagai Naib Setiausaha Agung Persatuan Hainan Selangor dan Wilayah Persekutuan)

Persatuan Hainan Selangor (Registration No.: PPM-007-14-2711952) CORAM LIM CHONG FONG, JCA. FAIZAH BINTI JAMALUDIN, JCA. EVROL MARIETTE PETERS, JCA. GROUNDS OF JUDGMENT INTRODUCTION [1] This appeal arises from the expulsion of a member from a Chinese clan association. [2] The Appellant, who was the plaintiff in the High Court, is an individual and the former President of the Selangor and Federal Territory ). [3] The First and Second Respondents, who were the first and second defendants in the High Court respectively, are individuals holding the offices of President and Deputy Secretary-General of the Association. [4] The Third Respondent, who was the third defendant in the High Court, is the Association, a society registered under the Societies Act 1966 ( ). [5] The appeal was heard on 7th November 2025, after which we reserved our decision (curia advisari vult) in order to consider the intricate submissions advanced by the parties. [6] Having now deliberated upon the same, we proceed to deliver our decision together with the grounds in support thereof. BACKGROUND [7] The Association was established in 1889 and owns and manages the Thean Hou Temple ( ), a Mazu temple built in 1987 in Kuala Lumpur, which is a renowned cultural, religious, and tourist landmark. [8] In addition to its religious functions, the Association is actively engaged in charitable and community-oriented initiatives and is also a popular venue for marriage registrations within the Chinese community. [9] The Appellant served the Association for approximately 20 years in various capacities, including as Deputy President and President. [10] On 14th Disciplinary Committee ( ), pursuant to an investigation order issued ), issued a notice of disciplinary inquiry ( ) to the Appellant. The Notice informed the Appellant that the DC had been directed to conduct a disciplinary inquiry against him on 13 charges relating to matters allegedly committed during his tenure as President of the Association between 2018 and 24th December 2021, and thereafter during his tenure as Deputy President between 4th January 2021 and 19th July 2023. [11] The disciplinary inquiry was conducted on 3rd and 4th November 2023, during which both the Appellant and the Association were represented by counsel. [12] On 21st November 2023, the DC produced its report entitled Report of the Disciplinary Committee in the Matter of Disciplinary Inquiry on Complaint against Datuk Tang Chai Yoong ( ). The Report concluded that all 13 charges levelled against the Appellant were not proven and were accordingly dismissed. The Appellant was not furnished with a copy of the Report at the material time. [13] Nevertheless, by a letter dated 18th December 2023, the EXCO, after having considered the Report, informed the Appellant that a ( ) to take disciplinary action against him. The GC subsequently effect from 14th December 2023. [14] Thereafter, on 22nd December 2023, two members of the Association served a notice of requisition for an extraordinary general meeting, proposing several resolutions, inter alia, to compel disclosure of the Report and to pass a vote of no confidence against the GC. [15] Further, by a letter dated 5th January 2024, the Appellant appealed against the decision of the GC and requested that he be furnished with a copy of the Report as well as the findings of both the EXCO and the GC. [16] As the extraordinary general meeting was not convened pursuant to the requisition, the members applied to the Kuala Lumpur High Court for an order compelling the convening of such meeting. The order was granted on 20th March 2024. [17] In the meantime, the GC conducted an internal hearing on 26 March notice to him of the hearing. [18] Pursuant to the High Court order, the Association, by notice dated 2nd April 2024, fixed the extraordinary general meeting for 17th April 2024. The GC also included two additional proposed motions in the agenda, the principal object of which was to expel the Appellant from membership of the Association. [19] Subsequently, by a letter dated 12th April 2024, the GC informed the Appellant that his appeal dated 5th January 2024 had been dismissed. [20] The extraordinary general meeting was convened on 17th April 2024, at which the Appellant was expelled from the Association pursuant to the aforesaid two motions proposed by the GC. However, the chairperson of the extraordinary general meeting declined to put one of the original requisitioned motions to a vote. [21] Aggrieved by the outcome of the extraordinary general meeting, the Appellant commenced Kuala Lumpur High Court Originating Summons No. WA-24NCVC-2272-06/2024 ( ) on 21st June 2024. IN THE HIGH COURT [22] The Appellant applied for the following in the Proceedings (in Bahasa Melayu): a) satu deklarasi bahawa keputusan oleh Majlis Am Persatuan Hainan Selangor dan Wilayah Persekutuan yang dimaklumkan kepada Plaintif melalui surat bertarikh 18 Disember 2023 dan 12 April 2024 yang menggantung keahlian Plaintif dalam Persatuan tersebut untuk tempoh 5 tahun dari tarikh 14 Disember 2023 adalah ultra vires, bertentangan dengan Perlembagaan Persatuan Hainan Selangor dan Wilayah Persekutuan dan perampasan (usurpation) bidangkuasa terletak dalam Jawatankuasa Tatatertib Persatuan Hainan Selangor dan Wilayah Persekutuan dan dibatalkan, dan tak sah; b) satu deklarasi bahawa penyingkiran Plaintif daripada Persatuan Hainan Selangor dan Wilayah Persekutuan dalam Mesyuarat Agung Luar Biasa yang diadakan pada 17 April 2024 adalah ultra vires, bertentangan dengan perlembangan Persatuan Hainan Selangor dan Wilayah Persekutuan dan merupakan suatu perlanggaran keadilan semulajadi (breach of natural justice), dan dibatalkan dan tak sah; c) satu perintah bahawa keahlian Plaintif dalam Persatuan Hainan Selangor dan Wilayah Persekutuan dikembalikan semula berkuatkuasa serta-merta; d) kos Tindakan ini; e) mana-mana perintah Mahkamah Yang Mulia ini anggap patut dan sesuai. [23] After hearing the parties, the learned Judicial Commissioner RM10,000.00 ( ). [24] The learned Judicial Commissioner held as follows in the grounds of Decision reported in Datuk Tang Chai Yoong v. Foo Wah Chek & Ors [2024] CJLU 2372: 1: Failure to Exhaust Domestic Remedies [10] The threshold issue is whether this court should entertain the OS given s.40 SA. This section provides that disputes between members and registered societies "shall be decided in the manner directed by the rules of the registered society; and the decision so given shall be binding and conclusive on all parties without appeal, and shall not be removable to any court or restrainable by injunction; and application for the enforcement thereof may be made to a Session Court.", and they may by consent refer the dispute to the Registrar of Societies. [11] The Defendants relied on Rajagopal A/L Nagamuttu v. Jawatankuasa Pengurusan Kuil Sri Maha Mariamman, Kelana Jaya & Ors [2019] CLJU 619; [2019] 1 LNS 619; [2019] MLJU 380 where the High Court held that disputes should first be referred to the Registrar of Societies before court action is initiated. Another High Court case was also referred to by the Defendants - Shafie bin Bakri & Ors v. Dr Hassan bin Yusoff & Ors [2018] CLJU 1399; [2018] 1 LNS 1399; [2018] MLJU 1295 where it was ruled that this provision ought to be exhausted before charging to the courts. The other cases decided by the High Court cited by the Defendants were Hendry James Yakim & Anor v. Datuk Seri Mohd Najid & Ors [2014] CLJU 834; [2014] 1 LNS 834, Jaga Jothy a/p C Thiagarajah & Ors v. Persatuan Rumah Berhala Sri Nageswari [2021] CLJU 2393; [2021] 1 LNS 2393; [2021] MLJU 2815, Dato Cheah Swee Huat v. Cheah Sin Kwong (didakwa sebagai pemegang jawatan She Tek Tong Cheah Kongsi) & Ors [2022] CLJU 1684; [2022] 1 LNS 1684 [2022] MLJU 1590. [12] The Plaintiff contended that s 40 SA did not apply as the Association is not a "mutual benefit society" as defined under s 2 SA. The Association's objectives under Clause 3 of its Constitution - promoting friendly relations, culture, education and managing the Thean Hou Temple - do not align with the definition of a mutual benefit society which focuses on providing financial relief and maintenance to members. The Plaintiff submitted that in any event, even if s 40 SA was applicable, it was not mandatory to refer to the Registrar of Societies because of the words "may by consent". [13] However, this Court noted that the Plaintiff's written submissions did not mention the last objective under Clause 3 of the Association's Constitution which is to promote social and national welfare activities. This Court found that the Association is a mutual benefit society. This Court agreed with the submissions of the Defendant that if at all, the Registrar of Societies could determine the status. [14] As such, this Court found that s 40 SA was applicable and that the Plaintiff should have exhausted this avenue prior to seeking recourse to this Court. It would have been different if the Defendants had not consented to such referral to the Registrar of Societies. Or that the Registrar of Societies had refused to deal with the dispute. Nonetheless, this legal route applicable was not exercised. Then perhaps it would have lended merit to the Plaintiff that this Court was the proper forum. In tandem with the decided cases, this Court was also of the view that the road to resolution should have first pitted at the Registrar of Societies as envisaged by SA, the governing law dealing with matters concerning societies and its members such as this case. Issue 2: Ultra Vires the Constitution [15] The Plaintiff's main contention is that the DC had cleared him of all 13 charges, yet the GC had proceeded to suspend him. He argued that the GC's action was ultra vires as the Constitution does not empower the GC to override the DC's findings. [16] Having examined the Constitution carefully, this Court disagreed with the Plaintiff's interpretation. Clause 8.3(b) provides: "Upon receipt of an Investigation Order by the Executive Committee, the Disciplinary Committee shall convene a meeting or meetings for the purpose of conducting an inquiry on the complaint. Within sixty (60) days from the date of receipt of the Order, the outcome of the inquiry together with a proposal in writing shall be submitted by the Disciplinary Committee to the Executive Committee for a verdict." [17] This clearly indicates the DC's role is investigative and advisory, not determinative. It was the ExCo who had the power to pass a verdict and, in this case, forwarded to the GC its decision and recommendation for disciplinary action against the Plaintiff. The GC is the supreme governing body of the Association. It consisted of 45 members of the Association of whom 42 were elected at the AGM. The Plaintiff, the former President who had also held the post of Deputy President was well aware of the powers of the respective committees in the Association. The DC does not have power greater than the GC. Even the letter from the Association dated 18.12.2023 spelled out the position in an obvious manner: "1. The Disciplinary Committee have upon receipt of the Investigation Order by the Association Executive Committee have convened meetings, conducting inquiries on the complaints against you, made proposals and submitted their report and proposals to the Executive Committee.

The Executive Committee have on 29/11/2023 studied the Disciplinary Committee report and proposals made decision and recommendation to the General Council for disciplinary action against you.

The General Council have studied and accepted the Disciplinary Committee investigation report, proposals and recommendation of the Executive Committee decided to take disciplinary action against you for your activities against the interest of the Association. You are therefore hereby notified that your Association membership IS SUSPENDED for a period of Five (5) years WITH IMMEDIATE EFFECT from 14/12/2023." [18] This Court thus found the Plaintiff's contention incorrect. This is further reinforced with Clause 13.1 of the Constitution that vested the GC with final authority and power to "determine any point on which the Constitution is silent." The General Council therefore had acted within its powers in making the ultimate decision on disciplinary matters. And, as per the Constitution, its decision is final and binding. [19] The Plaintiff's reliance on the DC's findings being binding was misplaced. Unlike the Legal Profession Act 1976 cited by the Plaintiff, the Association's Constitution does not explicitly require the GC to affirm or accept the DC's recommendations. [20] Regarding the expulsion at the EGM, while the motions were not part of the original Court Order requiring the EGM, nothing in the Constitution prevents additional motions from being tabled. The GC acted within its authority to present these motions for members' consideration. It did not amount to any transgression of the said Court Order requiring EGM which was in fact held. Issue 3: Natural Justice [21] The principles of natural justice - particularly the right to be heard (audi alteram partem) and rule against bias (nemo judex in causa sua) -apply to society proceedings as established in Darshan Singh v. Farid Kamal Hussain [2004] 4 CLJ 410. In this case, this Court did not find any of the principles breached. It was highlighted during arguments which this Court accepted that the Plaintiff had full opportunity to defend himself during the 2-day hearing before the DC where he was represented by counsel. [22] The Plaintiff had opted to exercise his right to appeal against the disciplinary decision by the ExCo. The Association had not prevented him from forwarding his appeal. This Court accepted the submissions by the Defendants that the actions taken by the DC, ExCo, and the GC were in accordance with the Constitution. It had heard and considered the Plaintiff's appeal as required by the Constitution. The GC conducted it on 26.3.2024, the manner and mode chosen by the GC fell within its general powers under Clause 13.1. The decision by the ExCo which is final and binding was communicated to the Plaintiff. Additional Observations [23] There were additional observations by this Court that warranted notation which included:

The Constitution does not mandate disclosure of the DC report to the Plaintiff. So, the repeated demands for the DC report, while understandable, have no constitutional basis.

The allegation of conflict of interest regarding Ricky Tan appears to be an afterthought, not raised during the DC proceedings.

The complaint about lack of notice for the EGM motions is undermined by the fact that the charges related to conduct during his presidency, matters he would have been well aware of.

The Defendants demonstrated adherence to the Constitution's framework while exercising their discretionary powers reasonably. [24] The Plaintiff had also challenged his expulsion at the EGM of 17.04.2024. The EGM notice dated 2.4.2024 included two motions for the Plaintiff's expulsion based on allegations that:

He misled members regarding DBKL's approval for the 99-feet Mazu Statue at AGMs in 2017, 2018 and 2021; and

He breached Clause 12.2 of the Constitution by proceeding with property conversion without proper approval. [25] The Plaintiff contended these were new charges that should have been referred to the DC under Clause 8.3 of the Constitution. While this argument had some merit, this Court found that it did not invalidate the EGM's decision for several reasons:

The Constitution does not expressly require all disciplinary matters to be first heard by the DC;

Clause 7.1 of the Constitution vests the "prime authority and power in governing the management of the Association" in General Meetings;

The General Meeting's authority includes the power to make decisions affecting membership, as evidenced by various provisions in the Constitution;

The charges were sufficiently specific and related to matters within the Plaintiff's knowledge as former President. [26] The Plaintiff argued that his inability to attend the EGM due to his suspension constituted a breach of natural justice. This Court disagreed with the position as his absence was a natural consequence of his valid suspension. The suspension of membership rights necessarily includes the right to attend meetings. This position is supported by established authorities including Darshan Singh (supra), where the Court of Appeal recognized that valid suspension of membership carries with it the suspension of associated rights. [27] The notice period for the EGM complied with Clause 7.3(c) of the Constitution, which required 14 days' notice. The motions for expulsion were clearly stated in the notice dated 2.4.2024, giving the Plaintiff sufficient time to take legal advice or make written representations if he wished to do so. But, there was absence and/or failure on the Plaintiff's part to do so. [28] While the Plaintiff argued that he should have received personal notice of the charges, this Court found that the EGM notice was sufficient because it had clearly set out the allegations against him. The matters related to his conduct as President, of which he had personal knowledge. The Constitution does not require any special form of notice for EGM motions. The Plaintiff could have still made written representations despite his suspension. [29] The most substantial question is whether the EGM had the power to expel members. The Plaintiff argued this power lies exclusively with the DC under Clause 8.3. However, this Court ruled that the EGM did have this power for the following reasons:

Clause 7.1 vests "prime authority and power" in General Meetings;

While Clause 8.3 provides one mechanism for disciplinary action, it does not explicitly make this the exclusive mechanism;

Clause 13.1 empowers the General Council to interpret any point on which the Constitution is silent;

The democratic nature of societies generally recognizes the ultimate authority of their general meetings;

The serious nature of the allegations - involving potential misrepresentation to members and breach of constitutional requirements - made it appropriate for the general membership to decide. [30] Although the procedure adopted by the Association may not have been ideal, this Court found that it did not breach either the Constitution or principles of natural justice. The Plaintiff's suspension was valid, and his consequent inability to attend the EGM was a natural result of that suspension. The charges were clearly communicated through proper notice, and the EGM acted within its constitutional powers in passing the expulsion motions. [31] It was a vital fact that the EGM was never found to be unlawfully conducted and the resolution passed to terminate the Plaintiff's membership was never found to be invalid. Hence, the Plaintiff cannot run to this Court to seek a declaration to set aside the termination when he did not even take action to first obtain such findings. The Plaintiff had submitted during the arguments that he was not questioning the EGM. [32] As observed in Hari Krishnan A/L Jeyapalan v. Annathi @ Ananthi A/P Subramaniam [2024] CLJU 859, while natural justice requires adequate notice and opportunity to respond, these requirements must be considered in their context. Here, the Plaintiff had notice of the charges and could have responded in writing. His inability to attend the EGM was due to his own suspended status, not any procedural unfairness by the Association. [33] Furthermore, the charges related to matters of direct concern to the general membership - alleged misrepresentation at AGMs and unauthorized property dealings. These were appropriate matters for the general membership to decide through an EGM rather than through the disciplinary process. [34] This Court had also considered the case laws cited by the Plaintiff and found the facts distinguishable for the application as submitted by the Plaintiff. [35] This Court was of the view that the legal position submitted by the Defendants were correct in this case and the channels for the Plaintiff to 'righten [25] The Appellant is dissatisfied with the Decision and hence on 22nd October 2024 appealed to the Court of Appeal. FINDINGS OF THIS COURT [26] The duty of this Court is merely that of review of the learned Judical Vasudevan Vazhappulli Raman v. T Damodaran PV Raman & Anor [1981] CLJ 84, Abdoolcadeer J (later SCJ) held as follows with emphasis added by us: "There is a catenation of cases on this point and it will suffice to cull and refer to a few which restate the well-settled principles. An appellate court can review questions of discretion if it is clearly satisfied that the judge was wrong but there is a presumption that the judge has rightly exercised his discretion and the appellate court must not reverse the judge's decision on a mere "measuring cast" or on a bare balance as the mere idea of discretion involves room for choice and for differences of opinion (Charles Osenton & Co v. Johnston [1942] AC 130 (at page 148), 148 per Lord Wright). The Privy Council held in Ratnam v. Cumarasamy & Anor [1964] CLJU 237; [1964] 1 LNS 237; [1965] 1 MLJ 228 that an appellate court will not interfere with the discretion exercised by a lower court unless it is clearly satisfied that the discretion had been exercised on a wrong principle and should have been exercised in a contrary way or that there has been a miscarriage of justice, referring to Evans v. Bartlam [1937] AC 473. The House of Lords, approving the decision of the English Court of Appeal in Ward v. James [1966] 1 QB 273, held to the same effect in Birkett [1978] AC 297 (at pages 317, 326), 317, 326. For good measure, we would refer to the felicitous expression of Goulding J., in Re Reed (a debtor) [1979] 2 All ER 22, 25 on this point (at page 25): ... the duties of an appellate court in such a matter as this are, in my judgment, confined to those normally exercisable where the lower court has a discretion, that is to say, we are not justified in setting aside or varying an order simply because we may think we might have come to a different conclusion ourselves on similar material. We can only interfere if either we can see that the court below has applied a wrong principle, or has taken into account matters that are in law irrelevant, or has excluded matters that it ought to have taken into account, or otherwise that no court, properly instructing itself in the law, could have come to the conclusion which in fact was arrived at." This has been adopted in Iskandar Coast Sdn Bhd v. Ketua Pengarah Hasil Dalam Negeri [2019] 6 MLRA 219 (CA). [27] It is plain the learned Judicial Commissioner dismissed the on three cumulative bases, viz; failure to exhaust ultra vires the Constitution of the Association ( onstitution ) and Appellant was not denied natural justice. We will deal with them seriatim. Exhaustion of Domestic Remedy [28] The learned Judicial Commissioner found that there is a domestic remedy available to the Appellant to refer his dispute with the Association to the Registrar of Societies ( ) pursuant to s. 40 of the Act. [29] It is provided as follows in the Act:

Interpretation "mutual benefit society" means any society which by its objects and rules either as the principal object or as an ancillary object makes provisions by voluntary subscriptions of the members of the society or subscribers to the society with or without the aid of donations for -

the relief or maintenance of the members or subscribers, their husbands, wives, children, fathers, mothers, brothers, sisters, nephews, nieces or wards, during sickness or other infirmity, whether bodily or mental, in old age or in widowhood or for the relief or maintenance of the orphan children of members or subscribers during minority;

or on the death of a member or subscriber or of the child, husband, wife, parent or grandparent of a member or subscriber or on the death of any other person or for the funeral expenses of the member or subscriber or of the child, husband, or wife of a member or subscriber or of the widow of a deceased member or subscriber; or

the relief or maintenance of the members or subscribers when unemployed or when in distressed circumstances; "society" includes any club, company, partnership, or association of seven or more persons whatever its nature or object, whether temporary or permanent, but does not include -

any company registered under the provisions of any written law relating to companies for the time being in force in Malaysia;

any company or association constituted under any written law;

any trade union registered or required to be registered under the provisions of any written law relating to trade unions for the time being in force in Malaysia;

any company, association or partnership formed for the sole purpose of carrying on any lawful business that has for its object the acquisition of gain by the company, association or partnership, or by the individual members of the company, association or partnership;

any co-operative society, registered as such, under any written law;

any organization or association in respect of which there is for the time being in force a certificate (which may be granted, refused or cancelled at his discretion) by a person or authority appointed under the provisions of the written law for the time being in force relating to the registration of schools that such organization or association forms part of the curriculum of a school; or

any school, management committee of a school, parents association registration under any law for the time being in force regulating schools.

Registration and refusal to register

Upon receipt of an application under section 6, the Registrar shall, subject to the provisions of this section and to such conditions as the Registrar may deem fit to impose, register the local society making the application.

The Registrar may refuse to register a local society if -

he is satisfied that such a society is a branch of any society whose registration has been cancelled under paragraph 13(1)(c);

he is not satisfied that such local society has complied with the provisions of this Act and of the regulations made under this Act; or

a dispute exists among the members of such local society as to the persons who are to be the office-bearers or to hold or administer any property of the society until the dispute is decided by a Court or by arbitration or by agreement between the members or otherwise.

The Registrar shall refuse to register a local society if -

it appears to him that such local society is unlawful under the provisions of this Act or any other written law or is likely to be used for unlawful purposes or any purpose prejudicial to or incompatible with peace, welfare, security, public order, good order or morality in Malaysia;

the society has been declared by the Minister to be unlawful under section 5;

the Registrar is satisfied that the society does not exist;

the name under which the society is to be registered -

appears to the Registrar to mislead or be calculated to mislead members of the public as to the true character or purpose of the society or so nearly resembles the name of such other society as is likely to deceive the members of the public or members of either society;

(ii) is identical to that of any other existing local society; or

(iii) is, in the opinion of the Registrar, undesirable; or

the constitution or rules of the society do not contain provisions for all matters set out in the First Schedule or, if the society is a mutual benefit society, matters set out in the Second Schedule or any other matters which the Registrar may reasonably require.

Where the Registrar has refused to register a local society under this section, the provisions of section 17 shall apply to that local society.

Any society that contravenes any condition imposed on it by the Registrar under subsection (1) commits an offence and shall, on conviction, be liable to a fine not exceeding two thousand ringgits.

Decision of disputes

A dispute between -

a member or subscriber or person claiming through a member or a subscriber or under the rules of a registered society and the society or an office-bearer of the society; and

any person aggrieved who has ceased to be a member of a registered society or any person claiming through such person aggrieved, and the society or an office-bearer of the society, shall be decided in the manner directed by the rules of the registered society; and the decision so given shall be binding and conclusive on all parties without appeal, and shall not be removable to any court or restrainable by injunction; and application for the enforcement of the decision may be made to a Sessions Court.

The parties to a dispute involving a registered society may by consent refer the dispute to the Registrar.

The Registrar to whom a dispute is referred shall either by himself or by any Assistant Registrar, hear and determine the dispute and shall have power to order the expenses of determining the dispute to be paid either out of the funds of the society or by such parties to the dispute as he may think fit; and his determination or order shall have the same effect and be enforceable in the same manner as a decision made in the manner directed by the rules of the society.

The Registrar or Assistant Registrar to whom a dispute is referred may administer oaths and may require the attendance of all parties concerned and witnesses, and the production of all books and documents relating to the matter in question. First Schedule [Paragraph7(3)(e)] CONSTITUTION AND RULES OF SOCIETIES

Matters for which provisions shall be made in the constitution or rules of every local society or a branch of the local society shall be as follows:

the name and registered place of business or registered postal address of the society;

(Deleted by Act A557);

an accurate description of the design and colours of any flag, emblem, badge or other insignia used by the society;

the aims or objects for which the society is formed, or which it may pursue, or for which its funds or any of them may be used;

the qualifications for membership, including particulars of any restriction or limitation that may be imposed as to the number, age limit, sex, religion, race, nationality, dwelling place, clan or surname of persons who may be admitted to membership of the society;

the method of appointment or election of members;

the composition and method of appointment of the committee or governing body and the designations, powers and functions of the office-bearers of the society and where applicable, the branches of the society; (gg) that, if the Registrar so requires, the office-bearers of the society and every officer performing executive functions in such society shall be citizens;

the sources from which the society shall derive its income, including the rates and method of payment of such entrance fees and periodical subscriptions as may be decided upon;

the authority or authorities for expenditure from the funds of the society;

the keeping of accounts of the income and expenditure of the society and the publication of such accounts to its members annually;

the appointment of one or more auditors;

the quorum required for the transaction of business at any meeting of the society or its governing body; and

the manner by and in which the constitution or rules of the society may be amended.

Where a society is a political party, the constitution or rules of the society shall, in addition to matters enumerated in paragraph 1, provide that -

every member of the society, every officer performing executive functions in such society and every adviser, to such society, shall be citizens; and

every member shall have a right to vote and shall be eligible to hold office in the committee or governing body in the society.

Where any registered society makes provision in its constitution or rules for the establishment of branches it shall in addition also provide in the constitution or rules for the method and manner by which the establishment of such branches shall be approved by the society or its governing body. Second Schedule [Paragraph7(3)(e)] CONSTITUTION AND RULES OF MUTUAL BENEFIT SOCIETIES Matters for which provision must be made in the constitution or rules of every mutual benefit society shall be as follows:

the name and the place for the business of the society;

all the objects of the society and the conditions under which any member or subscriber may become entitled to any benefit;

the manner of making, altering, amending and rescinding the rules: Provided that no alteration may take place, which would reduce the benefits provided by the rules without the approval of three-fourths of the total number of members or subscribers obtained by means of a ballot vote;

the election and removal of office-bearers, including the secretary, treasurer, trustees and other office-bearers of the society;

the supplying of a copy of the rules of the society to every member or subscriber;

the custody and investment of the funds of the society and the designation of the office-bearers responsible therefor and the annual or

inspection of the books and register of names of members of or subscribers to the society by any person having an interest in the funds of the society;

the keeping of a register with particulars of the age, name and address of any member or subscriber and the nominee, if any, of such member of or subscriber to the society;

the minimum number for a quorum for general meetings and committee meetings, such minimum number to be not less than three times the total number of the members of the committee in the case of general meetings and not less than one half of the total number of the members of the committee in the case of committee meetings; and

the manner of deciding a dispute between -

a member or subscriber or person claiming through a member or a subscriber or under the rules of a registered society and the society or an office-bearer of the society; and

(ii) any person aggrieved who has ceased to be a member of a registered society or any person claiming through such aggrieved person and the society or an office-bearer of the society. [30] The learned Judicial Commissioner further found that the Association is a mutual benefit society and the Appellant is therefore obliged to refer the dispute with the Association to the Registrar instead of initiating this Proceedings in the High Court. [31] Upon a careful construction of section 40(1) and (2) of the Act, we are of the view that parties are required to refer their dispute for resolution to the body specified in the constitution of the society concerned (such as an arbitral tribunal), or alternatively to the Registrar, only where the constitution of the society so provides or where both or all parties have consented to such reference. This position applies regardless of whether the society concerned is an ordinary society or a mutual benefit society within the meaning of the Act. [32] In the present case, we have not been referred to any provision in the Constitution which affirmatively mandates that disputes be referred to any specified body or to the Registrar for resolution. Nor is there any evidence before us that, after the dispute arose, the parties consented to refer the dispute to the Registrar. [33] With respect, we are unable to agree with the conclusion reached by the learned Judicial Commissioner that the Appellant was obliged to first refer the dispute to the Registrar before invoking the jurisdiction of the High Court. Such an approach would, in our view, be unnecessary and artificial, if not also farcical. Any requirement to exhaust an internal or statutory dispute resolution mechanism must be expressly provided for in the dispute resolution clause of the Constitution. That is plainly not the case here. [34] 40(3) of the Act refers to consent that must be obtained from both or all parties prior to the reference of a dispute to the Registrar, in much the same manner as consent is required in arbitral proceedings. In the absence of such prior consent, no mandatory obligation to refer the dispute to the Registrar can arise. [35] In the premises, we find that the Appellant is at liberty to refer his dispute with the Association to the High Court directly. The classic Federal Court case of Datuk Pasamanickam & Anor v. Agnes Joseph and R Narayanan V Agnes Joseph [1980] CLJU 15 is distinguishable on its facts because there is article 15(4) of the MIC constitution therein that rendered the court incompetent to adjudicate their disputes without prior reference to its Central Woking Committee. Likewise, the facts of the other High Court cases cited to us including Shafie bin Bakri & Ors v. Dr Hassan bin Yusoff & Ors [2018] MLJU 1295 and Rajagopal a/l Nagamuthu v. Jawatankuasa Pengurusan Kuil Sri Maha Mariamman, Kelana Jaya & Ors [2019] MLJU 380 are dissimilar and distinguishable on their own particular facts. [36] In light of our conclusions above, it is unnecessary for us to determine whether the Association is a mutual benefit society within the meaning of the Act. Nevertheless, for the sake of completeness, we would observe that the Association does not fall within that category. This is because the Association predominantly undertakes benevolent activities and provides services that inure to the benefit of the public at large, and are not confined exclusively to its members. The Constitution makes it clear that the Associati charitable in nature, principally carried out through the operation of the Temple. Further, we find that the Constitution does not conform to the Second Schedule to the Act, which is intended to govern and be adopted by mutual benefit societies. ultra vires [37] The learned Judicial Commissioner did not find that the Respondents, particularly the GC acted ultra vires. [38] It is provided as follows in article 8.3 and 13 of the Constitution: COMMITTEES

8.3 Disciplinary Committee

The Disciplinary Committee shall consist of seven (7) non-General Council members appointed by the General Council. The Disciplinary Committee members shall not be the Legal Advisors appointed by the General Council Member at the same time.

Upon receipt of an Investigation Order by the Executive Committee, the Disciplinary Committee shall convene a meeting or meetings for the purpose of conducting an inquiry on the complaint. Within sixty (60) days from the date of receipt of the Order, the outcome of the inquiry together with a proposal in writing shall be submitted by the Disciplinary Committee to the Executive Committee for a verdict.

Upon conclusion of the inquiry, the Disciplinary Committee shall propose to the General Council to take action against any offending members, including issuing of written warnings, to suspend and/or to expel such offending members for the Association based on any of the following grounds:

Damaging the good image, reputation or goodwill of the Association and/or acting against the interest of the

(ii) Violation of any of the Constitution of the Association.

(iii) Violation of any of the resolutions made in General Meetings.

Members having complaints brought against them, and who are not satisfied with the findings submitted by the Disciplinary Committee or disciplinary decisions subsequently taken by the Executive Committee against them, may write to the General Council within thirty (30) days, to appeal against the said proposals or disciplinary decisions, thereof. Failure to do so by the members concerned shall be deemed to have waived their rights to appeal against the decisions.

Upon receipt of a written appeal from the member concerned, the General Council shall arrange for a meeting to hear the said

appeal, the consideration and decision of the General Council shall be final and binding.

The quorum for a Disciplinary Committee Meeting shall have a minimum four (4) members of the Disciplinary Committee. 13 INTERPRETATION

13.1. Between annual general meetings, the General Council shall interpret the Constitution of the Association and, when necessary, determine any point which the Constitution is silent.

13.2. Where there are contrary to, or inconsistent with, the Constitution previously adopted at the Annual General Meeting, the decisions of the General Council shall be final until new resolutions are adopted at the next General Meeting.

13.3. During the course of a General Meeting, the speaker shall interpret the Constitution of the Association and, when necessary determine any point on which the Constitution is silent.

13.4. The English version shall always prevail in case of any discrepancy between the English version and Chinese version of the Constitution. [39] The Constitution, in our view, must be interpreted harmoniously so as to give effect to all its provisions and construed both objectively and purposively. This is analogous to construction of contracts generally as that set out in SPM Membrane Switch Sdn Bhd v. Kerajaan Negeri Selangor [2016] 1 MLJ 464 (FC) because the Constitution is a contract made between the Association and its members inter se. [40] Upon such an interpretation, it is plain that disciplinary matters of the Association are to be dealt with strictly in accordance with clause 8.3 of the Constitution. [41] It is undisputed that 13 charges were preferred against the Appellant and that these charges were subjected to a disciplinary inquiry conducted by the DC. Upon completion of the inquiry, the DC, in its Report, proposed that all 13 charges be dismissed. [42] However, at the instigation of the EXCO, the GC rejected the proposal of the DC and unilaterally found the Appellant guilty of all the for a period of five (5) years with effect from 14th December 2023. We are unable to find any provision in the Constitution which empowers the GC to unilaterally impose such suspension in the absence of a prior proposal and recommendation by the DC pursuant to clause 8.3(c) of the Constitution. [43]