Teo Ai Hock v 1. ) Tew Boon Chin (WA-22NCvC-360-07/2023)

“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”.

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.

Nowadays, in a modern democracy the process of effecting change in a leadership is relatively peaceful. In a society, it is by way of elections.

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.

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”]

The plaintiff filed Enclosure 40 for his Interim Injunctions. The defendants filed Enclosure 52 for their Interim Injunctions. The defendants are 22 out of the 33 Zhang associations registered in Malaysia.

Parties appeared before me on 12-07-2023, 24-07-2023, 01-08-2023, 11-08-2023 and 06-09-2023.

I heard Enclosure 40 and 52 together on 06-09-2023, I allowed the Interim Injunctions sought by the plaintiff in Enclosure 40 prayers 1 and 2. [See Enclosure 88 Court Order dated 06-09-2023]. I also allowed the Interim Injunctions sought by the defendants in Enclosure 52 prayers 1 to 6. [See Enclosure 89 Court Order dated 06-09-2023].

In the general prayer in both Enclosure 40 and 52, both the plaintiff and the defendants have requested me, i.e. “the Court to give any relief the Court deems fit”.

Thus, I also ordered in Enclosure 52 that a fresh AGM to be convened for both factions to, firstly, vote on a decision of the Disciplinary Committee dated 01-06-2023 [which is a matter of dispute between parties as will be seen from the facts below] and secondly, election of the Executive Committee. [“The Order to Convene an AGM”]

In my order for Enclosure 52 dated 06-09-2023, 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 Enclosure 89 Court Order dated 06-09-2023 at paragraph 6 and Annexure marked A].

The plaintiff is unhappy with my order for Enclosure 52 dated 06-09- 2023 and filed an appeal to the Court of Appeal on 21-09-2023. These are my Grounds of Decision for Enclosure 52. For reasons of context, my Grounds of Decision for Enclosure 52 will also include references to Enclosure 40.

I should mention here that before I delivered my decision counsel for the plaintiff has informed me that the Registrar of Societies has informed the Federation that action will be taken against the Federation due to the disputes.

The Federation of Zhang Clan Association Malaysia consists of 33 Zhang associations registered in Malaysia. [“Federation”]

The plaintiff was elected as the Secretary General of the Federation for the Fifth Term for year 2020 - 2023 and his term of office as well as the rest of the office bearers have expired on 30-06-2023.

I should mention here that counsel for the plaintiff to a question from me during oral submissions on 24-07-2023 has confirmed that the term of office for the present leadership of the Federation has already ended. However, at a later hearing on 01-08-2023 he retracted his confirmation.

Counsel said he was instructed by the plaintiff to retract on the ground his confirmation was an error. I don’t think the retraction is correct. If the term of office of the plaintiff and his fellow office bearers has not 10 ended, why would the plaintiff convene an AGM to elect new office bearers for the years 2023 – 2026. [ see Notice of AGM dated 18-07- 2023 issued by the plaintiff in supporting affidavit of Tew Boon Chin Enclosure 53 paragraph 17 and Exhibit A3 at pdf page 65]

The 22 defendants are members of the Federation. They are - i. TEW BOON CHIN sued as the Pengerusi dan atau Pegawai Awam Persatuan Zhang Selangor dan Kuala Lumpur; ii. TUNG SIN CHUAN sued as the Pengerusi dan atau Pegawai Awam Persatuan Keluarga An Xi Lan Tian Shang Zhong Tew Selangor; iii. CHONG YOON KEONG sued as the Pengerusi dan atau Pegawai Awam Persatuan Keturunan Chong Gombak, Selangor; iv. and 19 others representing different parts of West Malaysia, Sarawak and Sabah.

The Federation is registered under the Societies Act 1966. The Federation is governed by the Rules and Constitution of Persekutuan Persatuan-Persatuan Keturunan Zhang Malaysia (“Constitution”). [See Enclosure 5 supporting affidavit of Teo Ai Hock at paragraph 6 and Exhibit TAH-4].

Rule 4 of the Constitution states that the Federation was formed with the aims and objects to safeguard the rights and interests of the Zhang 11 clansmen, to foster unity and promote goodwill, harmony and co-operation among the Zhang clansmen and the people of the various races as well as to promote and develop cultural, educational, and social activities among Zhang clansmen thereby strengthening the spirit of goodwill, understanding and co-operation among them.

Rule 8(1) of the Constitution provides that “the supreme authority of the Federation is vested in the General Meeting of the Members of the Federation. At least one-third of the membership of the Federation must be represented at a General Meeting for its proceedings to be valid and to constitute a quorum”.

Rule 8(4) of the Constitution provides that the Annual General Meeting of the Federation shall be held not later than 30th June on a date, time and place to be decided by the Executive Committee. The business of the Annual General Meeting includes : …

in the election year, to elect members of the Executive Committee for the next term of office and to appoint auditors for the ensuing year; [23] Rule 9(1) of the Constitution states that an Executive Committee consisting of the following, who shall be termed the office bearers of the Federation, shall be elected triennially at the Annual General Meeting among the delegates - i. The President ii. Eight Vice Presidents iii. The Secretary General iv. The Treasurer v. The Culture and Education Secretary vi. The Welfare Secretary vii. Two Assistant Secretary General viii. Two Assistant Treasurers ix. The Assistant Culture and Education Secretary x. The Assistant Welfare Secretary xi. An Ordinary Executive Committee Members nominated by each Member of the Federation. [24] Rule 9(3) of the Constitution provides that except for the President and the Treasurer who shall hold office for not more than two consecutive terms of three years each (unless the General Meeting of Members of the Federation shall otherwise decide to extend their term of office), all the other office-bearers shall be eligible for re-election. [25] Rule 9(4) of the Constitution provides that the Executive Committee shall not act contrary to the expressed wishes of the General Meeting without prior reference to it and shall always remain subordinate to the General Meeting. Disputes arose between the plaintiff’s faction and defendants’ faction Plaintiff’s Case [26] The plaintiff contends the following in Enclosure 8 plaintiff’s written submissions from paragraphs 8 to 15 which I reproduce verbatim below. [27] On or about 27-05-2023, disciplinary action was taken by the Federation against 8 members of the plaintiff, namely the 1st, 3rd, 4th, 5th, 6th, 10th, 15th and 17th defendants. After a hearing conducted by the plaintiff’s Disciplinary Board in the presence of all 8 members, 7 out of 8 members were found guilty and the following punishments were meted out :- a) The 1st, 5th, and 10th defendants were expelled as members of the Federation; b) The 3rd, 4th, 6th and 17th defendants had their membership suspended for a year; and c) The 15th defendant was found not guilty. [28] The aforesaid decision was conveyed to those concerned via the Federation’s letter dated 01-06-2023. [29] In light of the above, 7 out of the 8 members were incapacitated and could not avail themselves as members of the Federation any longer in view of the punishment imposed on them by the Disciplinary Board. [30] It is pertinent to note at this juncture that only an AGM under Clause 7(2) of the Constitution can reverse the punishments imposed on those 7 members. As at the date of filing of this Written Submission, no AGM has been held to reverse or set aside the punishments against those 7 guilty members. [31] The 22 defendants through their solicitors Messrs Arthur, Wong, Lian & Associate has requested and held an EGM under Clause 8(6) (b) of the Constitution on 27-06-2023. [32] The requisition for that EGM has been signed by all the defendants including those 7 who were suspended and expelled respectively, as well as those black-listed by the Registrar of Societies. This is illegal and ultra vires the Societies Act 1966 as well as contrary to the Rules and Constitution of the Federation. [33] It is respectfully submitted that the said EGM is illegal, null and void for the following reasons :- a) The requisitions for the EGM included signatures of members who were disqualified to participate as they were either suspended or expelled; b) Breach of Clause 8 of the Constitution as no notice and agenda were issued by the Plaintiff; c) No notices and agenda of the EGM were addressed / circulated to all members of the Federation especially to the following members :- i) Persatuan Teo Daerah Muar ii) The Malacca Chong Clan Association iii) Teoh Si Cheng Hoe Tong iv) Persatuan Hokkien Pang Koay Heng Auo Keluarga Teo Daerah Batu Pahat, Johor v) Persatuan Keturunan Zhang Daerah Ledang Tangkak vi) Persatuan Keturunan Zhang Daerah Segamat, Johor vii) Persatuan Keturunan Zhang Negeri Sembilan viii) Persatuan Keturunan Keluarga Tiew Malaysia ix) Persatuan Keturunan Zhang Kelantan. d) Members who were suspended and expelled had attended the EGM and participated in the EGM sanctioning the resolutions. e) Participants who were not members attended and participated in the meeting. f) Amongst the agenda of the EGM was the deliberation and discussion of nullifying the decision of the disciplinary committee on the 7 suspended and expelled members, in complete breach of the plaintiff’s constitution which states that only an AGM has the effect of overturning such a disciplinary decision / punishment. g) There is also no provision in the plaintiff’s constitution that enables an EGM to sack the President and Secretary of the plaintiff. h) The defendants have also now decided to have an AGM on the 16- 07-2023 in clear breach of the Constitution as only the executive committee of the Federation can do so. [34] It is now obvious that the defendants calling for the EGM on 27-06- 2023 from its inception is a non-starter, illegal, and null and void as it is in breach of the Constitution and all resolutions and decisions made therein are unenforceable. It is also evident that the intention of the defendants in calling for this EGM shows blatant disregard for the decision of the Disciplinary Board and the punishments that were meted out on 01-06-2023. In furtherance to this, the defendants calling for the AGM to be held on the 16-07-2023 is equally wrong in law as it is clearly illegal and goes against the Constitution. Defendants’ Case [35] In reply, the defendants contend the following [see Enclosure 22 defendants’ written submissions at paragraph 4] which I reproduce verbatim below. i. The appointment of the Disciplinary Committee was invalid as it did not comply with the Constitution of the Federation. Pursuant to Clause 9(10) of the Constitution of the Federation, the Executive Committee may appoint any sub-committee for any purpose arising out of or in connection with any of its duties, functions and aims laid down under these Rules. There was NO such Executive Meeting held to appoint the Disciplinary Committee. ii. Pursuant to Clause 7(2) of the Constitution of the Federation, members of the Federation may be expelled or suspended as the General Meeting deems fit. Further, Clause 7(2) of the Constitution of the Federation provides that only the Executive Committee may expel or suspend a member of the Federation. The Disciplinary Committee failed to submit any proposal to expel or suspend the eight members of the Federation. Accordingly, the Disciplinary Hearing and the decision made thereto was invalid, null and void ab initio as it was ultra vires the Constitution. iii. In any event, termination or suspension of the members does not invalidate the requisition of EGM. When the requisition of EGM was made, the memberships of the eight members were valid and not suspended. iv. The requisition for EGM was a joint request in writing by 22 of the members of the Federation, in line with Clause 8(6)(b) of the Constitution of the Federation which reads as follows: “Clause 8(6)(b) : At the joint request in writing of not less than one-third (1/3) of the membership, stating the objects and reasons for such meeting.” v. As such, the resolutions passed by 22 out of 33 members of the Federation in the EGM represents the supreme authority of the Federation. (refer to Clause 8(1) of the Constitution of the Federation.) vi. There was a material non-disclosure by the plaintiff, i.e. that there is also an AGM scheduled on 16-07-2023 to be held by the plaintiff at Persatuan Hokkien Klang. Court Proceedings [36] The plaintiff filed a Writ and Statement of Claim dated 07-07-2023 against the 22 defendants purportedly on behalf of ‘The Federation of Zhang Clan Association Malaysia’. [Enclosure 1 and 2]. [37] The defendants filed a Defence and a Counterclaim dated 09-08-2023 [Enclosure 51]. Events leading to the grant of The Order to Convene an AGM AGM called by defendants’ faction for 16-07-2023 Application for Interim Injunctions filed by the plaintiff in Enclosure 3 later amended to Enclosure 40 [38] On 07-07-2023 the plaintiff filed against the defendants Enclosure 3 [later amended as Enclosure 40] for the following injunction orders to restrain the defendants from holding an AGM for the year 2023 - 2026 fixed for 16-07-2023. The injunctions orders sought are framed in the Malay language only [no English translation provided by counsel] which I reproduce verbatim below – i. Bahawa satu injunksi menghalang Defendan-Defendan samada melalui diri mereka, pegawai dan atau agen-agen mereka, pengkhidmat atau wakil dan/atau representasi mereka atau sebaliknya dalam apa jua cara untuk mengadakan dan atau menjalankan Mesyuarat Agong (General Meeting) Plaintif bagi tahun 2023 – 2026 yang telah dijadualkan pada 16/07/2023 atau apa-apa Mesyuarat Agong tahun 2023 – 2026 sehingga pelupusan Writ Saman yang telah difailkan di sini; ii. Jika Mesyuarat Agong (General Meeting) Plaintif bagi tahun 2023 – 2026 yang dijadualkan pada 16/07/2023 tersebut telah dijalankan, satu injunksi menghalang/menahan Defendan-Defendan samada melalui diri mereka, pegawai dan/atau agen-agen mereka, pengkhidmat dan/atau wakil dan/atau representasi mereka dalam apa jua cara daripada menguatkuasa dan/atau melaksanakan apaapa keputusan dan/atau apa-apa jua resolusi yang diluluskan dan/atau yang diputuskan di dalam Mesyuarat Agong (General Meeting) tersebut sehingga pelupusan writ saman yang telah difailkan di sini. iii. Bahawa berdasarkan kepada akujanji Plaintif untuk mematuhi apaapa Perintah Mahkamah yang mulia ini bagi gantirugi dalam masa Mahkamah yang mulia ini berpendapat bahawa Defendan-Defendan mengalami kerugian akibat daripada Perintah yang diberikan di dalam permohonan ini yang mana kemudiannya diketepikan sehingga pelupusan Writ Saman yang telah difailkan di sini; iv. Kos permohonan ini dibayar oleh Defendan-Defendan kepada Plaintif; dan v. Apa juga relif yang difikirkan suai menfaat oleh Mahkamah yang mulia ini. Plaintiff’s contentions [39] The plaintiff contends the following in its affidavit Enclosure 5 from paragraphs 14 to 17 and in its written submissions Enclosure 8 from paragraphs 12 to 14, which I reproduce verbatim – i. The 22 Defendants named herein through their solicitors Messrs Arthur, Wong, Lian & Associate had requested and held an EGM under Clause 8(6) (b) of the Plaintiffs Constitution on 27-06-2023 later postponed to 16-07-2023. ii. The requisition for that EGM had been signed by all the defendants including those 7 who were suspended and expelled respectively, as well as those black-listed by the Registrar of Societies. This is illegal and ultra vires the Societies Act 1966 as well as contrary to the Rules and Constitution of the Society. iii. It is respectfully submitted that the said EGM is illegal, null and void AGM called by the plaintiff faction for 15-08-2023 Application for Interim Injunctions filed by the defendants in Enclosure 52 [40] In response, on 09-08-2023 the defendants filed Enclosure 52 against the plaintiff for the following injunction orders to restrain the plaintiff from holding their AGM fixed for 15-08-2023. The injunctions orders sought are framed in the Malay language only [no English translation provided by counsel] which I reproduce verbatim below - i. Bahawa satu injunksi diberikan untuk menghalang Plaintif, melalui dirinya, ahli jawatankuasa, pegawai dan/atau agen-agen Plaintif, pengkhidmat atau wakil atau representasi Plaintif atau sebaliknya dalam apa jua cara daripada bersidang, memanggil dan/atau mengadakan dan/atau menjalankan Mesyuarat Agung Tahunan yang dijadualkan pada 15.8.2023 dan/atau sebarang Mesyuarat Agung Tahunan Plaintif sehingga pelupusan Writ Saman yang telah difailkan di sini; ii. Jika Mesyuarat Agung Tahunan yang dijadualkan pada 15.8.2023 dan/atau sebarang Mesyuarat Agung Tahunan Plaintif dijalankan, satu injunksi diberikan untuk menghalang Plaintif, melalui dirinya, ahli jawatankuasa, pegawai dan/atau agen-agen Plaintif, pengkhidmat atau wakil atau representasi Plaintif atau sebaliknya dalam apa jua cara daripada menguatkuasan dan/atau melaksanakan apa-apa keputusan dan/atau apa-apa resolusi yang diluluskan dan/atau diputuskan dalam Mesyuarat Agung Tahunan yang dijadualkan pada 15.8.2023 dan/atau sebarang Mesyuarat Agung Tahunan Plaintif sehingga pelupusan Writ Saman yang telah difailkan di sini; iii. Bahawa satu injunksi diberikan untuk menghalang Plaintif, melalui dirinya, ahli jawatankuasa, pegawai dan/atau agen-agen Plaintif, pengkhidmat atau wakil atau representasi Plaintif atau sebaliknya dalam apa jua cara daripada bertindak dan/atau menjawat sebagai Pegawai Awam Berdaftar Persekutuan Persatuan–Persatuan Keturunan Zhang Malaysia (The Federation of Zhang Clan Association Malaysia) sehingga pelupusan Writ Saman yang telah difailkan di sini; iv. Bahawa satu injunksi diberikan untuk menghalang Plaintif, melalui dirinya, ahli jawatankuasa, pegawai dan/atau agen-agen Plaintif, pengkhidmat atau wakil atau representasi Plaintif atau sebaliknya dalam apa jua cara daripada menggunakan Akaun Semasa Bank Persekutuan Persatuan–Persatuan Keturunan Zhang Malaysia (The Federation of Zhang Clan Association Malaysia) dengan nombor akaun PBB A/C 3149985222 dan/atau PBB A/C 3149987115 dan/atau melibatkan diri dalam perkara-perkara yang berkaitan dengan hal ehwal kewangan dan/atau pengurusan dan perbelanjaan Persekutuan Persatuan–Persatuan Keturunan Zhang Malaysia (The Federation of Zhang Clan Association Malaysia) sehingga pelupusan Writ Saman yang telah difailkan di sini; v. Bahawa satu injunksi diberikan untuk menghalang Plaintif, melalui dirinya, ahli jawatankuasa, pegawai dan/atau agen-agen Plaintif, pengkhidmat atau wakil atau representasi Plaintif atau sebaliknya dalam apa jua cara daripada menubuhkan dan/atau melantik apa-apa jawatankuasa kecil bagi Persekutuan Persatuan–Persatuan Keturunan Zhang Malaysia (The Federation of Zhang Clan Association Malaysia) sehingga pelupusan Writ Saman yang telah difailkan di sini; vi. Bahawa pihak-pihak mempunyai kebebasan untuk memohon untuk perintah dan/atau arahan yang diperlukan dan selanjutnya; vii. Kos permohonan ini ditanggung oleh Plaintif; dan viii. Lain-lain relif dan/atau perintah lain yang difikirkan suai dan adil oleh Mahkamah yang Mulia ini. Defendants’ contentions [41] The defendants contend the following in its affidavit Enclosure 53 from paragraphs 16 to 20 and in its written submissions Enclosure 61 from paragraphs 26 to 29, which I reproduce verbatim - i. The defendants submit that the decision of the AGM 2023 is valid and enforceable as the decision of AGM 2023 was made by 26 out of 33 members of the Federation, more than half of the members of the Federation which constitute the majority decision. This is an undeniable fact that should be respected by all members of the Federation. ii. There is no necessity for the plaintiff’s adjourned AGM on 15-08- 2023 because there already had an AGM 2023 in placed and carried out with the required quorum. iii. Further, the plaintiff’s adjourned AGM on 15-08-2023 is repetitive. Majority of the Federation has decided and appointed the new Executive Committee for Sixth Term for the year 2023 – 2026. iv. The defendants submit that plaintiff’s adjourned AGM on 15-08- 2023 is invalid, academic and the plaintiff should have challenged on the decision of AGM 2023 before proceeding unilaterally to call for another AGM. Hearing of Enclosure 40 and 52 on 11-08-2023 [42] I heard Enclosure 40 and 52 on 11-08-2023. [43] For Enclosure 52, I granted Ad interim orders for prayers 1 to 5 until further order subject to undertaking by the defendants to damages. I directed Enclosure 40 and 52 to be fixed for continued hearing on 06- 09-2023. [44] I also directed Further Written Submissions to be filed by parties to deal with the scope of prayer 8 in Enclosure 52 and prayer 3 in Enclosure 40 in respect of the court’s power to order a fresh AGM to be held by all parties in respect of the appeal on the suspensions, the election of new office bearers and any other relevant items. [45] Prayer 8 of Enclosure 52 and prayer 3 in Enclosure 40 reads [with variations that are not material] - “Lain-lain relif dan/atau perintah lain yang difikirkan suai dan adil oleh Mahkamah yang Mulia ini”. [46] I requested both counsel to put forward by consent, if possible or if consent is not agreed, the date for the fresh AGM, the AGM agenda and the proposed resolutions the court should direct to be tabled. [47] I further directed counsel to produce relevant authorities on whether the court has power and / or jurisdiction to order a fresh “AGM” to be held. My intent is to cut the Gordian Knot, a metaphor for solving an intractable problem by a direct, decisive and simple approach. [48] This metaphor is based on the legend that, in 333 BC in the city of Gordium, Alexander the Great was challenged to untie a complex knot that was tied to an oxcart. Reputedly, whoever could untie it would be destined to rule all of Asia. Instead of untangling it laboriously, he dramatically cut through it with his sword. Three issues [49] Three main issues arose for my decision. They are – i. Whether I should grant the Interim Injunctions sought by the plaintiff in Enclosure 40. ii. Whether I should grant the Interim Injunctions sought by the defendants in Enclosure 52. iii. Whether I have the power and/or jurisdiction to order a fresh “AGM” to be held. [50] I start with the first issue. The law on interim injunction [51] I do not propose to set out at length the principles governing the grant of an interlocutory injunction. They have been set out in extenso in the following cases - a) Dunggon Jaya Sdn Bhd v Aeropod Sdn Bhd & Anor and Another Appeal [2019] 9 CLJ 734 at [36] Abdul Rahman Sebli JCA. b) Keet Gerald Francis Noel John v Mohd Noor Abdullah & Ors [1995] 1 CLJ 293; [1995] 1 MLJ 193 Gopal Sri Ram JCA. c) Darul Fikir v Dewan Bahasa Dan Pustaka [2019] 1 CLJ 103 at [6] Wong Kian Kheong J. [52] In essence, the court will exercise its discretion to grant an interlocutory injunction to a plaintiff if the following considerations are satisfied – a) The plaintiff has satisfied the court that there is a bona fide and serious question to be tried in respect of the plaintiff's cause of action against the defendant. If the plaintiff fails to show there is a bona fide and serious question to be tried in respect of the plaintiff's cause of action against the defendant, the court shall refuse to grant the interlocutory injunction. There is no necessity to proceed to the next consideration. b) Damages are not an adequate remedy for the plaintiff. Damages are not an adequate remedy if the damages are unquantifiable. c) Damages will not be an adequate remedy even if the damages that the plaintiff would suffer are monetary in nature and quantifiable if the defendant is not in a position or does not have the financial means to pay the said damages. [See Pekeliling Triangle Sdn Bhd & Anor v Chase Perdana Bhd [2003] 1 MLJ 130 CA, at 144 C-D, quoting Lord Diplock in American Cyanamid Co v Ethicon Ltd & Ors [1975] 1 All ER 504 and Scomi Group Bhd v Gelombang Global Sdn Bhd & Anor and another case [2020] 12 MLJ 708 at [113] Ong Chee Kwan JC.] d) The balance of convenience lies in favour of a grant of an interlocutory injunction. e) There is no policy or equitable ground to refuse an interlocutory injunction. 1st issue - Whether I should grant the Interim Injunctions sought by the plaintiff in Enclosure 40. A bona fide and serious question to be tried [53] I agree with the plaintiff there are serious bona fide and serious questions to be tried in respect of the validity of the EGM called and convened by the defendants’ faction. [54] Some of these issues are as follows. Whether the requisitions by the defendants for the EGM is valid as they included signatures of members who were disqualified to participate as they were either suspended or expelled by the Federation? [55] The requisition for the EGM had been signed by 7 Members who were suspended and / or expelled by the Federation. The suspension and sacking can be seen from a Disciplinary Committee Report dated 01- 06-2023. [See affidavit of Teo Ai Hock Enclosure 5 paragraph 10 and Exhibit TAH-5, 6 and 7]. Whether the defendants under the Constitution can issue the notice and agenda calling for an EGM? [56] Whether there is a breach of Clause 8[8] of the Constitution which requires the notice and agenda for an EGM to be issued by the Secretary General of the Federation to all Members of the Federation and their delegates. [57] In the instant case, the EGM was called by the defendants’ solicitors M/s Arthur Wang, Lian & Associates by letter dated 08-06-2023 to the Federation due to alleged refusal by the Federation to call for an EGM as requested by the defendants. [See affidavit of Teo Ai Hock Enclosure 5 paragraphs 14 - 16 and Exhibit TAH-7]. Whether the resolutions passed by the defendants in the EGM on 26- 06-2023 are valid and enforceable? [58] Arising from the issue that there is a breach of Clause 8[8] of the Constitution which requires the notice and agenda for an EGM to be issued by the Secretary General of the Federation to all Members of the Federation and their delegates, there is a further bona fide and serious issue as to whether the resolutions passed by the defendants in the EGM on 26-06-2023 are valid and enforceable. [59] Another bona fide and serious issue is whether the resolutions passed by the defendants in the EGM on 26-06-2023 are valid and enforceable as Members who were suspended and expelled by the Federation had attended the EGM and participated in the EGM approving the resolutions. [60] A further bona fide and serious issue is whether the resolution to hold the AGM on 16-07-2023 passed by the defendants in the EGM on 26- 06-2023 is valid. [See affidavit of Teo Ai Hock Enclosure 5 paragraphs 14-16 and Exhibit TAH-9]. f) As the issues include the validity of resolutions passed in an EGM of the Federation held by only one faction of the Federation, damages are certainly not an adequate remedy for the plaintiff. The balance of convenience lies in favour of a grant of an interlocutory injunction. There is no policy or equitable ground to refuse an interlocutory injunction. [61] In conclusion, on Enclosure 40 I allow the Interim Injunctions sought by the plaintiff in prayers 1 and 2. [See Enclosure 88 Court Order dated 06-09-2023]. [62] I now deal with the 2nd issue. 2nd issue - Whether I should grant the Interim Injunctions sought by the defendants in Enclosure 52. [63] I agree with the defendants there are bona fide and serious questions to be tried in respect of the validity of the EGM called and convened by the plaintiff’s faction on 15-08-2023. [64] The defendants submit that the decision of their AGM 2023 is valid and enforceable as the decision of their AGM 2023 was made by 26 out of 33 members of the Federation, more than half of the members of the Federation which constitute the majority decision. This is an undeniable fact that should be respected by all members of the Federation. [See paragraph 26 Enclosure 26 defendants written submissions]. I view this as a serious issue to be tried. [65] Whether the Federation can hold two Annual General Meetings is also a serious issue to be tried. [66] For the same reasons I have held to grant the injunctions sought by the plaintiff in Enclosure 40, I also grant the injunctions sought by the defendants in Enclosure 52. Disciplinary committee issue [67] A further reason why I grant the injunctions sought by the defendants in Enclosure 52 is due to my concerns as to the validity of the decision of the Disciplinary committee set up by the plaintiff faction which had resulted in the suspension and expulsion of 7 Members. [68] The defendants contend as follows [See Enclosure 22 defendants written submissions paragraphs 27 to 36]. [69] By a letter dated 03-05-2023, the plaintiff gave notice to eight (8) members of the Federation, namely Persatuan Chong Johor Selatan, Johor, Persatuan Klan Zhang Sandakan, Sabah, Malaysia, Persatuan Zhang Selangor Dan Kuala Lumpur, Persatuan Cheng Hoe Tong Seberang Perai, Persatuan Zhang Port Dickson Negeri Sembilan, Meradong Zhang's Clan Association Sarawak, Persatuan Keturunan Chong Gombak, Selangor and Persatuan Zhang Sarikei to attend to a disciplinary hearing on 27-05-2023 that will be chaired by the Disciplinary Committee (“Disciplinary Hearing”). [70] The eight members of the Federation attended the Disciplinary Hearing on 27-05-2023 at 12-1, Jalan Melaka Raya 32, 75000 Melaka. The eight members of the Federation questioned the constitutionality and the authority of the said Disciplinary Committee, to which the Disciplinary Committee offered no reasonable explanation. [71] The Defendants state that the appointment of the said Disciplinary Committee was unconstitutional, invalid and ultra vires for the following reasons : i. The appointment of the Disciplinary Committee was not provided under the Constitution of the Federation; ii.

in paragraph (7), 'Any other relief which this Honourable Court deem fit to grant' must not be treated as a mere ornament to pleadings devoid of any meaning. We think that this prayer and the prayer for "loss of earning" in paragraph 5(a) should entitle the court to make such an assessment. [91] In Tan Tek Seng v Suruhanjaya Perkhidmatan Pendidikan & Anor [1996] 1 MLJ 261 at 301 E CA, Gopal Sri Ram JCA said – “In his statement of claim, the appellant has also prayed for 'further or other relief as this Honourable court thinks fit.' In Lim Eng Kay v Jaafar bin Mohamed Said [1982] 2 MLJ 156 at p 160, a prayer in a statement of claim read 'Any other relief which this Honourable court deems fit to grant'. Salleh Abas FJ (as he then was) said that this prayer 'must not be treated as a mere ornament to pleadings devoid of any meaning'. I am of the view that the same may be said of the like prayer in the present case. This court should, in my judgment, award the appellant such relief as is appropriate in the circumstances of the case. In arriving at this conclusion, I have not overlooked the decision in Mokhtar v Arumugam [1959] MLJ 232 CA, where the following statement of principle from the judgment of Fry J in Cargill v Bower

10 Ch D 502 at p 508 was applied: You cannot, under a general prayer for further relief, obtain any relief inconsistent with that relief which is expressly asked for. As it happens, there is, in the present case, no inconsistency between the relief which I propose to award to the appellant and the other relief he has expressly claimed. [Emphasis added] [92] Lim Eng Kay v Jaafar bin Mohamed Said and Tan Tek Seng V Suruhanjaya Perkhidmatan Pendidikan & Anor CA were both subsequently cited with approval by the Federal Court in Ritz Garden Hotel (Cameron Highlands) Sdn Bhd v Balakrishnan A/L Kaliannan [2013] 6 MLJ 1494. [93] This is what the Federal Court in Ritz Garden Hotel (Cameron Highlands) Sdn Bhd v Balakrishnan A/L Kaliannan said via Hassan Lah FCJ: “[19] Lastly it was submitted (by the plaintiff) that the term ‘proceeding’ in s 11 of the Civil Law Act 1956 should not be narrowly interpreted. The term must be defined to include the whole gamut from pleadings to judgment. The judgment finally determined what the nature of the proceeding was regardless of what labels or categories the parties put up. The relief or remedy that a judge orders may be different from what the parties asked but that remedy is what defines the proceeding. … [21] With respect I am unable to agree with the contention by the defendant that the proceeding tried in the High Court was not for the recovery of any debt or damages, as the remedies sought by the plaintiff were for rescission of the agreement, for the deposit of M250,000 to be forfeited, for rectification of the land register and for damages. It is to be noted that in prayer (G) of his statement of claim the plaintiff prayed for ‘Lain-lain dan/atau apa-apa relif dan/atau perintah berlainan atau berlanjutan yang Mahkamah Yang Mulia ini fikirkan suai dan manfaat’. (Any other or further relief or order which this Honourable court deems fit): This omnibus prayer must not be treated as a mere ornament to pleadings devoid of any meaning (see Lim Eng Kay v Jaafar bin Mohamed Said [1982] 2 MLJ 156. In Tan Tek Seng v Suruhanjaya Perkhidmatan Pendidikan & Anor [1996] 1 MLJ 261 Gopal Sri Ram JCA at p 301 said: “In his statement of claim, the appellant has also prayed for 'further or other relief as this Honourable court thinks fit.' In Lim Eng Kay v Jaafar bin Mohamed Said [1982] 2 MLJ 156 at p 160, a prayer in a statement of claim read 'Any other relief which this Honourable court deems fit to grant'. Salleh Abas FJ (as he then was) said that this prayer 'must not be treated as a mere ornament to pleadings devoid of any meaning'. I am of the view that the same may be said of the like prayer in the present case. This court should, in my judgment, award the appellant such relief as is appropriate in the circumstances of the case. [Emphasis added] The Order to Convene an AGM can also be made as part of the consequential order [94] In A Ravindran A/L Aruchunan & Ors v Nagappan A/L Athiyan Chetty Nagappan & Ors [2001] 5 MLJ 699 HC, the plaintiffs there, being the members of a registered society applied for a declaration that an AGM held on 01-07-1998 was null and void and of no effect and for other consequential order. [95] Jeffrey Tan J granted the declaration and at page 714 - 715 made consequential order for fresh election to be held. The fact that there the consequential order for fresh election was agreed by parties there is not a material difference. This option to agree to The Order to Convene a Fresh AGM was offered by me to both factions. It was declined by the plaintiff faction. This only shows how unreasonable is the Faction appealing. [96] For completeness, I set out the consequential order granted in A Ravindran A/L Aruchunan & Ors v Nagappan A/L Athiyan Chetty Nagappan & Ors : For the reasons herein, the 1 July 1998 AGM is declared as null and void. As for the consequential orders, it was agreed beforehand that the following should follow. Accordingly, it is ordered: (i) that the secretary (second defendant) and assistant secretary of the 1996 committee do jointly convene an AGM of the society within two months from the date hereof, to be chaired by the vice president of the 1996 committee, to elect the office bearers and committee members of the society for the term 2000-2002; (ii) that notice of the AGM be advertised in a vernacular newspaper and posted by pre-paid post to the members; (iii) that only those members named in PB50-63 and who are not in arrears of their subscription shall be eligible to attend and vote at that AGM; (iv) that not less than four weeks from the AGM, the treasurer (third defendant) of the 1996 committee do display a list of those members with details of their subscription on the notice board of the society; and (v) that the third defendant be at the temple premises, on each Monday, Wednesday and Friday for the two weeks preceding that AGM, to collect subscription from members. Lastly, it is ordered that the society do pay the costs of this action to the first and third plaintiffs, and that the society do reimburse the second plaintiff for all actual expenses. Hopefully, both sides would accept, if two people ride on a horse, one of them must ride behind. [97] Similarly, in Yap Kian @ Yap Sin Tian v Poh Chin Chuan & Ors [2015] MLJU 4347 HC, the defendants there have filed Enclosure 45 seeking various declaratory and injunctive relief against the plaintiff there. [98] The High Court judge Vazeer Alam Mydin Meera J after dismissing Enclosure 45 invoked the court’s inherent powers and proceeded to give consequential directions for fresh elections to be held. [99] His lordship said: [10] Having done that, I must however add that the dismissal of enclosure 45 does not preclude the court from giving consequential directions to give effect to the terms of the Orders dated 20.1.2015 and 20.3.2015. The court may, pursuant to its inherent powers, make consequential orders or directions to give effect to its decisions or orders, … [11] Having looked at the evidence presented in the affidavits it did appear to me that the Plaintiff had not complied with the spirit and letter of the terms of the Consent Order dated 20.1.2015 and the Order dated 20.3.2015. In fairness to the Plaintiff, it may have arisen from a misinformed reading of both the aforesaid Orders and the interpretation as to who constitute the CC. To remedy this, I clarified the Orders and issued further directions to the parties, for reasons that will become apparent shortly, so that there would be proper adherence to the Orders. … [16] Having clarified the matter of the composition of the CCf I was minded to give the Plaintiff one last opportunity to give effect to the Consent Order of 20.1.2015 and the Order dated 20.3.2015 by issuing a proper notice of meeting to the 25 elected CC members, i.e. those elected in accordance to Rules 5.2.1 and 5.2.2 of Dong Zong's Constitution. In this regard, I ordered that the Plaintiff shall within 2 days of 1st June 2015 issue a notice of meeting of the CC addressed to the aforesaid 25 CC members giving notice of meeting to be convened within 14 days of date hereof. That notice of meeting shall have only the following agenda, that is: To discuss and accept the following Resolutions:

(a)To dissolve the 29th Dong Zong Central Executive Committee.

(b)To re-elect the positions of the 29th Dong Zong Central Executive Committee Member., I further ordered that in the event the Plaintiff fails to issue such a notice to convene the CC meeting, the 1st Defendant as the Secretary General is to issue the aforesaid notice to the 25 CC members to convene the CC meeting comprising the 25 elected CC members to deliberate and resolve the motion as contained in the said notice which shall be: To discuss and accept the following Resolutions;

(a)To dissolve the 29th Dong Zong Central Executive Committee.

(b)To re-elect the positions of the 29th Dong Zong Central Executive Committee Member” [100] Before I set out my decision, I wish to thank counsel Haresh Mahadevan and Dato Arthur Wang Ming Way and their teams for their helpful submissions.

[101] For the reasons above, I allow the Interim Injunctions sought in Enclosure 40 prayers 1 and 2. [See Enclosure 88 Court Order dated 06-09-2023]. I also allow the Interim Injunctions sought in Enclosure 52 prayers 1 to 6. [See Enclosure 89 Court Order dated 06-09-2023]. Costs in the cause for both Enclosure 40 and 52. [102] I also order as part of my order for Enclosure 52 that a fresh AGM to be convened based on the following criteria, steps and agenda - Fresh AGM

Members’ eligible to attend upcoming AGM are the members in the members’ list as of 01-05-2023.

AGM will be held in Chin Woo Athletic Association Selangor and Kuala Lumpur at Jalan Hang Jebat, City Centre, 50150 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur on 29-10-2023 at 10 a.m.

Chairman of the AGM shall be appointed at the AGM.

All notices pursuant to and for the AGM shall be issued (including and not limited to replies and confirmation of name of delegates as per Rule 8(2) of the Constitution) and received by Messrs. Arthur Wang, Lian & Associates cc to Haresh Mahadevan & Co.

Resolution to confirm or to void the Disciplinary Committee decision dated 01-06-2023.

To receive the minutes of the previous AGM.

To receive the Executive Committee’s report on the working of the Federation during the previous year.

To receive the Treasurers’ report and the audited accounts of the Federation for the previous year.

To elect members of the Executive Committee for the next three-year term of office and to appoint Auditors for the ensuing year.

All election voting and nominations to be conducted physically at the AGM.

Two scrutineers to be appointed by Bar Council Malaysia. …………(signed).....…… Leong Wai Hong Judicial Commissioner High Court of Malaya Kuala Lumpur (NCVC 10) Dated: 13th October 2023 COUNSEL: 1) Haresh Mahadevan and Wan Emyra Batrisyia (Pupil in Chambers) for plaintiff. (Haresh Mahadevan & Co. (Seremban)) 2) Arthur Wang Ming Way and Vicky Ong Xiao Qiu for defendant. (Arthur Wang, Lian & Associates (Kuala Lumpur)) CASES REFERRED TO: 1) American Cyanamid Co v Ethicon Ltd & Ors [1975] 1 All ER 504. 2) A Ravindran A/L Aruchunan & Ors v Nagappan A/L Athiyan Chetty & Ors [2001] 5 MLJ 699 HC. 3) A Ravindran A/L Aruchunan & Ors v Nagappan A/L Athiyan Chetty Nagappan & Ors [2001] 5 MLJ 699 HC. 4) Cargill v Bower (1878) 10 Ch D 502. 5) Darul Fikir v Dewan Bahasa Dan Pustaka [2019] 1 CLJ 103. 6) Dunggon Jaya Sdn Bhd v Aeropod Sdn Bhd & Anor and Another Appeal [2019] 9 CLJ 734. 7) Keet Gerald Francis Noel John v Mohd Noor Abdullah & Ors [1995] 1 CLJ 293; [1995] 1 MLJ 193. 8) Lim Eng Kay v Jaafar bin Mohamed Said [1982] 2 MLJ 156. 9) Mokhtar v Arumugam [1959] MLJ 232 CA. 10) Pekeliling Triangle Sdn Bhd & Anor v Chase Perdana Bhd [2003] 1 MLJ 130 CA. 11) Ritz Garden Hotel (Cameron Highlands) Sdn Bhd v Balakrishnan A/L Kaliannan FC [2013] 6 MLJ 1494. 12) Scomi Group Bhd v Gelombang Global Sdn Bhd & Anor and another case [2020] 12 MLJ 708. 13) Tan Tek Seng v Suruhanjaya Perkhidmatan Pendidikan & Anor [1996] 1 MLJ 261. 14) Yap Kian @ Yap Sin Tian v Poh Chin Chuan & Ors [2015] MLJU 4347 HC. LEGISLATION REFERRED TO: 1) Rules and Constitution of Persekutuan Persatuan Keturunan Zhang Malaysia. 2) Section 11 of the Civil Law Act 1956. 3) Section 13(1) of the Societies Act 1966. 4) Section 16(1) of the Societies Act 1966. 5) Section 16(2) of the Societies Act 1966.