Background
The case concerned competing claims to control the Islamic Egyptian Society of NSW Incorporated. The plaintiffs claimed to be committee members elected in November 2024. Shawky Elhgar maintained that the Society adopted a replacement constitution at a special general meeting on 24 January 2025 and appointed him and others to a new committee at an annual general meeting on 27 February 2025.
Elhgar had initiated the January meeting after sending a WhatsApp requisition listing 15 members. The listed members had not signed it; Elhgar said they had authorised him orally to include their names. The January meeting purported to adopt the 2024 constitution, replace the public officer and schedule the February annual general meeting. NSW Fair Trading subsequently registered the new constitution.
The competing factions thereafter acted as rival committees, including in dealings with the Society’s bank accounts. The plaintiffs sought declarations invalidating the meetings and resolutions initiated by Elhgar, confirmation that their own faction was the valid committee and, alternatively, an independent process for electing a committee.
The Court’s Holding
Brereton J held that the December 2024 requisition was invalid under the Society’s 2019 constitution. A typed list of names based merely on alleged oral authority did not satisfy the requirement that the requisition be signed by the members making it, and the evidence did not establish that each listed member had authorised Elhgar to affix the person’s name.
Because there was no valid requisition, Elhgar lacked authority to convene the 24 January 2025 meeting. That meeting was also invalid because only three days’ notice was given instead of the 21 days required for a special resolution, and the evidence did not establish a quorum. Its resolutions—including adoption of the 2024 constitution—were therefore ineffective. Registration by NSW Fair Trading did not cure the defective underlying resolutions.
The 27 February 2025 meeting was likewise invalid because it had not been validly convened by the Society’s committee and its attendance records did not establish a quorum. Elhgar’s faction was therefore not validly appointed. The Court declined, however, to declare the plaintiffs’ faction validly elected at the 8 June 2025 special general meeting because committee members were required to be elected at an annual general meeting. The parties were directed to propose declarations and a mechanism for verifying membership and conducting a valid election, potentially through a receiver if agreement proved impossible.
Key Takeaways
- A requisition requiring members’ signatures is not satisfied by one person typing members’ names after receiving purported oral approval; members must at least take an authenticating step.
- Registration of an association’s replacement constitution does not validate defective resolutions purportedly adopting it.
- Invalid notice, lack of authority to convene a meeting and failure to establish a quorum can render the meeting and all resulting committee appointments ineffective.
Why It Matters
The decision underscores that incorporated associations must observe their constitutions and statutory requirements strictly when requisitioning meetings, adopting constitutional amendments and electing committees. Electronic communication can transmit a signature, but a bare typed list of names will not necessarily authenticate members’ support.
The judgment also illustrates the Court’s remedial approach when neither rival faction establishes a valid entitlement to govern: invalidate the defective appointments, preserve the need for an accounting of unauthorised dealings and establish a supervised process for a properly constituted democratic election.