DEEP v AUCKLAND GOLD LINE CO-OPERATIVE TAXI SOCIETY LIMITED [2019] NZHC 217

DEEP v AUCKLAND GOLD LINE CO-OPERATIVE TAXI SOCIETY LIMITED [2019] NZHC 217 [22February 2019]IN THE HIGH COURT OF NEW ZEALANDAUCKLAND REGISTRYI TE KŌTI MATUA O AOTEAROATĀMAKI MAKAURAU ROHECIV-2017-404-1516[2019] NZHC 217BETWEEN RAMAL DEEPFirst PlaintiffSATNAM SINGHSecond PlaintiffSURINDER KUMARThird PlaintiffAND AUCKLAND GOLD LINE CO-OPERATIVE TAXI SOCIETY LIMITEDDefendantHearing: 4-5 & 7 February 2019Appearances: L T Keys for PlaintiffsS Khan and M Orange for DefendantJudgment: 22 February 2019JUDGMENT OF LANG J[on application for judicial review]This judgment was delivered by me on 22 February 2019 at 3.30 pm,pursuant to Rule 11.5 of the High Court Rules.Registrar/Deputy RegistrarDateKAHLON KULVIR SINGHFourth PlaintiffVIPAN KUMARFifth PlaintiffJASVINDER PAL SINGH GILLSixth PlaintiffAMARJEET SINGHSeventh PlaintiffANIL KUMAREighth PlaintiffVIKAS SAHARANNinth PlaintiffKANWALL HIT SINGHTenth PlaintiffPRADEEP KUMAREleventh PlaintiffMANDIP SINGH GILLTwelfth PlaintiffSIKANDERJEET SINGH BAJWAThirteenth PlaintiffContentsIssues..................................................................................................................... [5]The law ................................................................................................................. [6]Decision .............................................................................................................. [16]The process by which the Board purported to appoint four new directors,including Mr Dua, in 2016. [16]Decisions declining to hold any AGM of the Society between 2016 and 2018[31]Decisions declining to allow the plaintiffs to have access to information heldby the Society [39]Requests sent on 31 March 2016 [40]The request dated 17 June 2017 [50]Decisions made in relation to the tender submitted to Auckland Airport by ATSin 2016 ................................................................................................................ [53]Decisions declining to act on two requisitions by members asking for aSpecial General Meeting of the Society to be called....................................... [60]Requisition dated 31 March 2016 [60]Requisition dated 6 June 2017 [65]Decisions that resulted in the shares held by several members beingsurrendered or forfeited [79]Kahlon Singh and Vipan Kumar [80]Ramal Deep, Satnam Singh and Surinder Kumar [88]Kanwall Jit Singh (Mr K J Singh) [93]Decisions relating to the standing of Mr Gill, Mr Amarjeet Singh, Mr AnilKumar and Mr Sikanderjeet Singh-Bajwa [102]29 March 2016 [103]21 June 2017 [108]2 August 2017 [111]Decisions relating to an SGM that was held on 15 July 2017 and resulted inamendments being made to the Society's rules [116]Summary [124]Bias and improper motive: some observations [125]Relief ................................................................................................................. [133]Failure to hold an AGM between 2016 and 2018 [134]Access to the share register [143]Orders............................................................................................................... [144]Costs ................................................................................................................. [146]Leave reserved ................................................................................................. [148]Confidentiality ................................................................................................. [149][1] This application for judicial review relates to Auckland Gold LineCo- Operative Taxi Society Limited (the Society), an entity incorporated under theIndustrial and Provident Societies Act 1908 (the Act).[2] All of the plaintiffs own, or claim to own, shares in the Society. They contendthat the Society's affairs have been run in a manner that breaches the rules of theSociety and prejudices their rights and legitimate interests as shareholders. They laythe blame for this state of affairs on the current Board of the Society and, in particular,its Chairman, Mr Manmohan Dua.[3] This is not the first occasion on which shareholders have taken issue with theactions of the Society's Board. In 2015 the shareholders became dissatisfied with theBoard as it then operated under its Chairman, Mr Gill, the twelfth defendant. InOctober 2015, the members elected a new Board of directors. Those directors theninvited Mr Dua to join the Board as a director in March 2016. This precipitated theseries of events that has led to the present proceeding.[4] The plaintiffs seek judicial review of several decisions they say the Board hasmade between 2016 and 2017. They plaintiffs seek declarations that the decisionswere made in breach of the Society's rules and/or in a manner that shows the Boardwas biased against them and other shareholders, or that it acted for improper purposes.They also seek consequential relief.Issues[5] The current version of the statement of claim contains eight separate causes ofaction, some of which overlap. In essence, it requires the Court to determine whetherit should review the following decisions and/or actions of the Board:(a) The process by which the Board purported to appoint four newdirectors, including Mr Dua, in 2016.(b) Decisions declining to hold any Annual General Meeting (AGM) of theSociety between 2016 and 2018.(c) Decisions declining to allow the plaintiffs to have access to informationheld by the Society.(d) Decisions relating to the tender submitted to the Auckland Airport bythe Society's subsidiary Auckland Taxi Services Ltd (ATS) in 2016.(e) Decisions declining to act on two requisitions by members seeking theconvening of a Special General Meeting (SGM) of the Society.(f) Decisions that resulted in the shares held by several members beingsurrendered or forfeited.(g) Decisions holding that Mr Gill, Mr Amarjeet Singh and Mr Anil Kumarwere not members in good standing.(h) Decisions relating to a SGM meeting that was held on 15 July 2017 andresulted in amendments being made to the Society's rules.The law[6] There is no dispute regarding the ambit of the Court's jurisdiction to judiciallyreview the decisions or processes of the Society. They were canvassedcomprehensively by Moore J in the context of an earlier application by the Society tostrike the proceeding out for lack of jurisdiction.1 I take the reader to be familiar withthe principles referred to in that judgment and therefore summarise them in the briefestof terms.[7] The ability to judicially review decisions of incorporated societies, as distinctfrom societies incorporated under the Act, is established by the Judicature AmendmentAct 1977.2 The Judicial Review Procedure Act 2016 has left this intact.3 In Singh vAuckland Cooperative Taxi Society Ltd, Palmer J observed that the definitions in the1977 Act indicate this strand of the law of judicial review "subsists independently of1 Deep v Auckland Gold Line Co-Operative Taxi Society Ltd [2018] NZHC 499 at [17].2 Royal Australian College of Surgeons v Phipps [1999] 3 NZLR 1 (CA) at 11.3 Judicial Review Procedure Act 2016, s 3(2).the High Court's supervisory power of the lawfulness of public, or executivegovernment, decision-making."4[8] Although the jurisdiction extends to contractual decisions, an important limitexists in that there must generally be a public aspect to the powers or activities of theprivate entity.5 The Court of Appeal also noted in Hopper v North Shore Aero Clubthat a club's rules will be reviewable where the rules or their application constitute abreach of natural justice, but said also that an intervention can only occur "on the basisof enforcing the contract constituted by the rules".6 The Court observed by way ofobiter that in the absence of the exercise of a "quasi-public function" and/or a breachof natural justice, it is unlikely that a decision of a private body would be amenable toreview.7[9] It is also settled that societies incorporated under the Act are amenable toreview by the Court in the same way. Unlike societies incorporated under theIncorporated Societies Act 1908, members of a society incorporated under the Act mayassociate under the Act for pecuniary gain.8[10] Section 12 of the Act provides that every dispute between members of a societyincorporated under the Act shall be determined in the manner directed by the rules ofthe society. It also says that such decisions are "binding and conclusive on all partieswithout appeal, and shall not be removable into any Court". Rule 35.1 of the Society'srules provides that every dispute under the rules shall be decided by the Board of theSociety, "whose decision shall be binding and conclusive on all parties". Moore Jheld, applying principles enunciated in his earlier decision in Malhi v AucklandCo- Operative Taxi Society,9 that s 12 and r 35.1 do not preclude the Court fromjudicially reviewing decisions made under the Society's rules governing its internaldispute resolution process.104 Singh v Auckland Cooperative Taxi Society Ltd [2016] NZHC 642 at [22].5 Royal Australian College of Surgeons v Phipps [1999] 3 NZLR 1 (CA) at 10-12.6 Hopper v North Shore Aero Club Inc [2007] NZAR 354 (CA) at [11].7 At [12].8 Section 4 of the Incorporated Societies Act 1908 prohibits a society incorporated under that Actfrom associating for the purpose of pecuniary gain.9 Malhi v Auckland Co-operative Taxi Society Ltd [2014] NZHC 2814, [2015] 2 NZLR 552 at [34]-[39].10 At [26]-[34].[11] The plaintiffs in the present case ask the Court to judicially review decisionsand acts of the Society that they say are in breach of the Society's rules and/or inbreach of principles of natural justice. They say the Society, through the Board, hasbreached fundamental principles of natural justice because it has acted for improperpurposes and/or in a manner that exhibits bias against them. In the case of the former,they say members of the Board have acted to further their own interests rather than theobjects of the Society. In the case of the latter, they say the Board has made decisionsand acted generally in a manner designed to disadvantage them by effectivelypreventing them from earning a living as drivers for the Society or ATS. None of theplaintiffs is currently working for either the Society or ATS. All are now driving forother taxi organisations even though they claim that they still hold shares in theSociety.[12] The principles relating to bias are now well established. In Muir vCommissioner of Inland Revenue the Court of Appeal observed:11In our view, the correct inquiry is a two-stage one. First, it is necessary toestablish the actual circumstances which have a direct bearing on a suggestionthat the Judge was or may be seen to be biased. This factual inquiry should berigorous, in the sense that complainants cannot lightly throw the "bias" ball inthe air. The second inquiry is to then ask whether those circumstances asestablished might lead a fair-minded lay observer to reasonably apprehend thatthe Judge might not bring an impartial mind to the resolution of the instantcase. This standard emphasises to the challenged Judge that a belief in her ownpurity will not do; she must consider how others would view her conduct.[13] This approach was approved by the Supreme Court in Saxmere Co Ltd v WoolBoard Disestablishment Co Ltd, which also noted that the key question is whether a"fair-minded lay observer" would consider that a decision maker might not bring animpartial mind to their decision.12[14] Although Saxmere centred on the issue of apparent bias due to a relationshipbetween a judge and counsel, the learned authors of Judicial Review: a New Zealandperspective express the view that the test for bias "extends wider than judges".13 The11 Muir v Commissioner of Inland Revenue [2007] NZCA 334, [2007] 3 NZLR 495 (CA) at [62].12 Saxmere Co Ltd v Wool Board Disestablishment Co Ltd [2009] NZSC 72, [2010] 1 NZLR 35 at[3].13 Graham Taylor Judicial Review: A New Zealand Perspective (4th ed, LexisNexis, Wellington,2018) at 612.particular neutrality required of the decision-maker will depend on the surroundingcontext.[15] In Devonport Borough Council v Local Government Commission, for example,the requirement was only that the local authority did not exercise its decision with aclosed mind.14 I consider the Board in the present case needed to make decisions andto act with a similar level of neutrality. To establish bias the plaintiffs would needestablish circumstances that would lead an informed and fair-minded lay observer toreasonably consider the Board might act or make its decisions in relation to theplaintiffs with a closed mind.DecisionThe process by which the Board purported to appoint four new directors, includingMr Dua, in 2016.[16] Rule 15.1 of the Society's rules provides as follows:The Board shall comprise not less than five nor more than seven Directorselected in accordance with these rules and the Secretary and Treasurer.Directors should be elected for terms of 3 years each.[17] Rule 12.1 requires the Annual General Meeting (AGM) of the Society to beheld every year within four months of the close of the Society's financial year. TheSociety's financial year ends on 31 March each year. As a result, the rules require theAGM to be held each year no later than 31 July.[18] Rule 12.2(c) provides that one of the matters to be considered at any AGM isthe election of directors to fill any vacancy on the Board:12.2 The AGM shall receive and consider:(c) nominations for vacancies in the Board and in the event of there beingmore nominations than there are vacancies shall appoint scrutineersfor the purpose of conducting a postal ballot for the election ofMembers to fill such vacancies and an Auditor in the place of thoseretiring; and14 Devonport Borough Council v Local Government Commission [1989] 2 NZLR 203 (CA).[19] It follows that directors will ordinarily be elected by the members at orfollowing an AGM. However, the Board has the power to fill casual vacancies in theBoard. These may occur where a director resigns or otherwise becomes disqualifiedfrom being a director in terms of r 17.1. A director may be disqualified under r 17.1,for example, by becoming bankrupt or statutorily prohibited from acting as a director.Where casual vacancies cause the number of directors to fall below the requiredquorum, rr 17.3 and 17.4 permit the Board to appoint directors to replace those whoseoffices have become vacant. Directors appointed in this way will act as directors forthe remainder of the terms of office of the directors they have replaced.[20] There is no dispute in the present case that following the AGM held in October2015, two of the directors appointed at that meeting became unable to fulfil their dutiesin terms of r 17.1. One of these persons stopped paying his levies to the Society andwas therefore suspended. The other was deported from New Zealand. On15 December 2015, the remaining members of the Board appointed the secondplaintiff, Mr Satnam Singh, and Mr Baljinder Singh as directors, thereby bringing thetotal number of directors back to five.[21] By February 2016 the Board had commenced the process of preparing a tenderfor a new three year contract with Auckland Airport to take effect at the expiry of theinitial contract in July 2016. The Secretary of the Board at that time, Mr KulwinderSingh, deposes that the Board considered it had insufficient expertise and experienceto prepare the tender. The Board identified Mr Dua as being a person having thenecessary attributes to oversee the tender process on behalf of the Society. As a result,the Board passed a unanimous resolution on 23 March 2016 appointing Mr Dua as anadditional member of the Board. Mr Dua's evidence regarding the reasons why hewas appointed as a director in March 2016 supports the version of events given byKulwinder Singh.[22] At or about the same time the Board also appointed Mr Sukhdev Singh Hundalas a director. Mr Kulwinder Singh says the Board wanted Mr Hundal to be responsiblefor instilling discipline in the Society's members. The appointments of Messrs Duaand Hundal increased the number of directors to seven, the maximum permitted underthe Society's rules.[23] There can be no dispute regarding the Board's ability to appoint Satnam Singhand Baljinder Singh as directors in December 2015. The Board had the power toappoint them to fill the casual vacancies created by the departure of the two directorswho were no longer qualified or able to act as directors.[24] An issue clearly arises, however, regarding the Board's ability to appointMr Dua and Mr Hundal as additional directors in March 2016. Although the rulespermitted the Board to comprise up to seven directors, the Board only had the powerto appoint directors to fill casual vacancies. By March 2016, the casual vacancies hadalready been filled. Any additional directors needed to be appointed by the membersat an AGM.[25] The plaintiffs contend that the appointment of Mr Dua was ultra vires and madefor an improper purpose, namely to enable the remaining members of the Board totake control of the Society's affairs. They say this is demonstrated by the fact that theBoard failed to notify the members of the Society that it had appointed Mr Dua andMr Hundal as directors.[26] On the plaintiffs' behalf Mr Meys also submits that the appointment of Mr Duawas contrary to another resolution that the Society had passed at an AGM on 6 April2013 after Mr Dua had left the Society to work for another taxi company. On thisoccasion the members of the Society had passed a resolution, referred to during thehearing as "the Dua resolution", to the effect that any member who left the Societywould not be eligible for appointment as an officer of the Society if he or shesubsequently returned. Mr Meys points out that the re-appointment of Mr Dua as adirector in March 2016 was obviously in breach of the Society's earlier resolution.[27] I consider all these arguments are answered by the fact that the appointment ofthe additional directors was discussed by the members of the Society at a SpecialGeneral Meeting held on 7 May 2016. This was less than two months after the Boardappointed Mr Dua and Mr Hundal as directors. It also followed a letter written to theBoard on 31 March 2016 by 29 of the Society's 36 shareholders endorsing theappointment of the new directors. Those present on 7 May 2016 voted unanimouslyto ratify the appointment of all the persons who now comprised the Board. On thatbasis, and even if Mr Dua and Mr Hundal were invalidly appointed on 23 March, theCourt must accept that the Society was clearly of the collective view on 7 May 2016that their appointments should remain in place.[28] Furthermore, r 16.8 provides that all acts of the Board are valid even though itmay later be discovered that there was some defect in the appointment of the Board orany directors, or that any directors were disqualified. Mr Meys accepted that thisprovision meant the plaintiffs could not challenge any acts of the Board by virtue onlyof any defect in the appointment of either Mr Dua or Mr Hundal.[29] There is no challenge by the plaintiffs to the evidence of Messrs Dua andKulwinder Singh regarding the reasons why Mr Dua was appointed as a director. Theyhave not shown that the members of the Board were motivated by an improperpurpose, or that they had any motive other than that attributed to them by KulwinderSingh. Furthermore, the members of the Society were entitled to change their mindsin May 2016 and reverse the effect of the earlier Dua resolution if they saw fit to doso.[30] Given the unequivocal nature of the resolution passed at the meeting on 7 May2016 I do not consider this Court could or should review the Board's decision toappoint Mr Dua and Mr Hundal as directors two months earlier. This ground of reviewfails as a result.Decisions declining to hold any AGM of the Society between 2016 and 2018[31] It is common ground that the Society has not held an AGM since October2015.15 The plaintiffs contend the Board's decision not to hold an AGM since thatdate was for an improper purpose and in breach of r 12.1, which requires an AGM tobe held every year.[32] The plaintiffs also rely on an electronic communication that the Board sent toall members of the Society at some stage early in 2016. This advised members that,because the Board was in the most sensitive stage of preparing the tender for the airport15 The evidence does not disclose why the AGM in 2015 was held in October rather than prior to 31July as the Society's rules require.contract, it had passed a bylaw "that no AGM, SGM or election can be held for at least6 month period [sic] from today". The communication went on to say that "anyshareholders conspiring to do so will be dealt with strictly". Mr Dua was not a memberof the Board when this communication was sent, but he said he had seen it and agreedwith the contents.[33] Rule 18.1 gives the Board the power to pass, rescind and amend bylaws thatare not inconsistent with the rules of the Society. A bylaw of the type referred to inthis communication would not necessarily have been contrary to the rules relating tothe holding of an AGM because the six month period referred to in the communicationwould have expired in early September 2016. This left sufficient time for the AGM tobe held prior to 31 October as required by the rules.[34] The communication would, however, have restricted or removed the right ofmembers to ask for an SGM to be held. Rule 12.3 requires the Board to call an SGMon the requisition of not less than one-tenth of the members of the Society as at thedate of the requisition. The bylaw referred to in the communication would thereforehave been contrary to the Society's rules to the extent that it purported to restrict theright of members to requisition an SGM.[35] Again, however, this issue was subsequently considered by those members ofthe Society who attended the SGM on 7 May 2016. The Minutes of that meetingrecord that 29 out of 34 members of the Society voted for a resolution in the followingterms:"if this Board under leadership of Mr Dua is successful in obtaining airporttender for our company ATS, this board will remain unchanged under sameleadership of Mr Dua as acknowledgement of their work till end of tender termand no elections, AGM will be held for tender term".[36] Mr Dua explains that his discussions with senior airport management in early2016 revealed that the Society's internal politics had led the airport to believe theSociety was unstable. He says the resolution was passed to prevent further politicalunrest within the Society that could place members' livelihoods at risk.[37] I consider the Board's subsequent decision to give effect to the resolutionsbreached the requirements imposed by r 12.1 of the Society's rules. Rule 12.1 requiresan AGM to be held within a specified timeframe. Furthermore, the resolutions cannotrealistically be viewed as constituting amendments to the Society's rules because theywere not passed in those terms, and were never registered subsequently as required bys 7(1)(b) of the Act.[38] The fact that the breach resulted from the Board giving effect to a decisionmade by the members of the Society confirms, however, that the Board was notmotivated by an improper purpose or that it acted in a manner suggestive of bias. Thedecision affected all members of the Society and not just the plaintiffs. These factorswill need to be taken into account when considering the issue of relief.Decisions declining to allow the plaintiffs to have access to information held by theSociety[39] This issue arises because the solicitors acting for the plaintiffs have soughtinformation from the Society on at least two occasions and the Board has declined toprovide it.Requests sent on 31 March 2016[40] The first such request was contained in letters written to the Society on31 March 2016 by solicitors acting on behalf of Messrs Anil Kumar and AmarjeetSingh. In both letters the solicitors referred to an earlier request by Mr Singh,Mr Kumar and other members of the Society for "access to the Society's financial andRegister information." The letter sent on behalf of Mr Kumar went on to say:12. Mr Kumar demands immediate access to the Share register andfinancial information including levy statements held by the Society. If youcontinue to ignore our clients' requests for a SGM and access to the Society'sfinancial and register information we will be seeking instructions to takeimmediate steps to obtain an order for an injunction against the Society andcosts.[41] The Society responded to these letters in a letter sent by its solicitors to theplaintiffs' solicitors dated 19 April 2016. That letter did not respond to the request foraccess to the register or financial information.[42] The Society says that the letters sent on 31 March 2016 related to disciplinaryproceedings against Messrs Amarjeet Singh and Anil Kumar that remain in existencebut are currently in abeyance. This occurred after the Board became aware both menhad filed affidavits in support of a proceeding Mr Gill filed against the Society in theDistrict Court on 31 March 2016. Mr Khan advises the Court that the Society willprovide the documents both men are seeking if and when the disciplinary proceedingsresume.[43] Mr Khan also points out that the Society's rules do not require the share registerto be produced on demand. Rather, r 6 is in the following terms:6. REGISTER OF MEMBERS6.1 The Society shall keep a register of Members containing:(a) The names, addresses, descriptions of the Members, the Sharesheld by Members and the amount paid or agreed to be consideredas paid on the Share of each Member.(b) The date at which each Person was entered in the Register.(c) The date at which any Person ceased to be a Member.6.2 The Register shall be open to inspection of any Members at such timesas the Board shall from time to time reasonably specify.(Emphasis added)[44] I accept Mr Khan's submission on this point. The Board may specify the timesat which the register will be available for inspection by members. In specifying thosetimes, however, r 6.2 requires the Board to act reasonably. Mr Khan points out thatby early April 2016 the Board was aware Messrs Amarjeet Singh and Anil Kumar hadfiled affidavits in support of the proceeding Mr Gill had filed against the Society inthe District Court on 31 March 2016. He submits the Board acted reasonably in thepresent case by subsequently making the share register available for inspection bymembers who attended SGM's held by the Society on 7 May 2016 and 15 July 2017.[45] What is reasonable in terms of r 6.2 will obviously depend on the context. Byway of example, where no members have made a specific request to view the register,it will probably be reasonable for the Board to make it available for inspection by allmembers at each general meeting of the Society.[46] Where a member seeks to inspect the register, however, the Board will need totake a different approach. In that event the Board will need to consider the reasonsadvanced in support of the request. If a meeting of the Society is to be held in the nearfuture and the request does not include grounds indicating urgency, it may bereasonable for the Board to advise the requesting member that the register will beavailable for inspection at the forthcoming meeting. In other cases the urgency of thesituation may require the Board to make the register available for inspectionimmediately or within a few days of the request being made. Whenever a request ismade, however, r 6.2 requires the Board to specify when and where the register willbe available for inspection.[47] In the present case the Board did not take that step although it could easily havedone so. The letter from the Society's solicitors dated 19 April 2016 advised theplaintiffs' solicitors that the Board was in the process of checking a requisition it hadreceived asking for an SGM to be convened. The Board could have complied with itsobligations under r 6.2 by advising the plaintiffs' solicitors that, in the absence of anycircumstances indicating urgency, Messrs Amarjeet Singh and Anil Kumar would beable to inspect the register at the next meeting of the Society. In failing to specify thetime at which they could do so, however, the Board failed to deal with the requestsdated 31 March 2016 in accordance with r 6.2.[48] Furthermore, the Board was not entitled to ignore the request because of thesteps Messrs Singh and Kumar had taken in the District Court proceeding filed byMr Gill. Their requests for access to the register and for financial information relevantto the disciplinary proceedings against them were made in the context of issues theSociety had raised against them in those proceedings and needed to be dealt with inthat context. Any steps they may have taken in the District Court proceeding issuedby Mr Gill were irrelevant to their request. It is also noteworthy that the Society doesnot appear to have formally advised Messrs Singh and Kumar that the disciplinaryproceedings are in abeyance, or that the information they seek will be made availableif and when those proceedings resume.[49] Messrs Amarjeet Singh and Anil Kumar have therefore established this groundof review because the Board acted in a manner that was contrary to the requirementsof the Society's rules. I do not consider, however, that the decision was made ongrounds tainted by bias or improper motive. Rather, it was a decision made incircumstances where the Board decided to leave the disciplinary proceedings againstthose parties in abeyance until the issues involving Mr Gill had been resolved. Thecircumstances giving rise to both this ground of review would not lead an informedand fair minded lay observer to reasonably consider the Board might be acting ormaking decisions with a closed mind.The request dated 17 June 2017[50] In an email dated 17 June 2017 the plaintiffs' solicitors sought further materialfrom the Society on behalf of Mr Gill. The email was in the following terms:Subject: RE: CIV-2016-004-000395 Gill v Auckland Gold Line Co-Operative Taxi Society LimitedDear allWe refer to the documents you recently provided to us and to our email below.It is clear that the defendants have not searched for and/or disclosed allrelevant documents in their possession or control. We have now receivedinstructions to apply to the Court for further and/or particular discoveryincluding (but not limited to):1. All of the defendants' shareholder register/transfer books;2. Any resolutions and meeting minutes of the defendants' board betweenthe founding of the Society and 12 June 2017;3. The defendants' complete bank account records between the foundingof the Society and 13 June 2017.We put you on notice that our clients will be relying upon this correspondencein support of an application for costs on an indemnity basis.[51] It is clear from the terms of this email that it related solely to discovery issuesthat had arisen in the proceeding issued by Mr Gill in the District Court. Counseladvised me during the hearing that those issues remain outstanding, and are shortly tobe the subject of a hearing in the District Court.[52] I do not consider the requests made in the letter dated 17 June 2017 engagejudicial review principles. They relate to discovery obligations in another civilproceeding and are appropriately dealt with in that context.Decisions made in relation to the tender submitted to Auckland Airport by ATS in2016[53] This issue arises because the Society submitted its tender for a new airportcontract in 2016 through its wholly owned subsidiary ATS. Mr Dua explains that thiswas necessary because the internal disputes that had arisen within the Society during2015 and early 2016 had harmed its reputation and jeopardised its prospects ofobtaining a new contract. This led the Board to decide that it would advance its tenderfor the new contract in the name of ATS.[54] The plaintiffs do not take issue with Mr Dua's evidence on this point but thestatement of claim alleges the decision was made for an improper purpose, namely tocircumvent interlocutory orders that were made in the proceeding filed in the DistrictCourt by Mr Gill. There is no evidence to support the challenge under this head.[55] Instead, the thrust of the challenge at the hearing related to the manner in whichATS has allocated work to drivers at the airport. The plaintiffs believe ATS has beenbiased against them in declining to allow them to work from the airport rank eventhough they are members of the Society. They say they should have receivedpreferential treatment from ATS because they are members of the Society and this hasnot occurred. Instead, ATS has permitted some drivers who are not members of theSociety to operate at the airport. They also say the Society should not have permittedATS to submit its tender unless it was sure ATS was bound to give preference tomembers of the Society in the allocation of airport work.[56] I do not consider these issues are amenable to judicial review for severalreasons. First, the complaint relates primarily to the manner in which ATS hasoperated its business and ATS is not a party to the proceeding.16 It is a separatecompany and has its own Board of Directors. The Society cannot be held responsible16 ATS was originally a second defendant but dropped out of the proceeding when the plaintiffs filedan amended statement of claim on 1 September 2017 naming the Society as the only defendant.for the manner in which ATS conducts its business even though some of the directorsof ATS are also members and directors of the Society.[57] Secondly, the ATS tender was discussed at the SGM on 7 May 2016. TheMinutes from that meeting record the outcome of the discussion as follows: Mr Dua then put forward a motion that if ATS is successful, ATS be allowedto work autonomously and free from interference of society till end of tender,so that in any other future tenders we do not face these type of problems, andproposed that board of directors of ATS will determine their policies, businessplans and goals to be successful commercially, which obviously means thatincome for society at the end. Being shareholders our society members willdefinitely be able to apply for airport decals if ATS is successful, and could beconsidered and be provided certain additional benefits, but how many airportlicences (decals) to issue and to whom will be decided by ATS board based onpolicies, history, various checks and their decisions should be on ATS board'sdiscretion, should be final and will be respected by all members of society.Objective of ATS would be to create best fleet towards success. Votes wereasked to this motion and 23 votes by raise of hands and 3 proxies were insupport of this motion, 3 votes were against this motion.[58] This resolution makes it clear that the members of the Society were content inMay 2016 to permit the Board of ATS to determine how any successful tender forwork at the airport was to be put into practice. That was not a decision made by theBoard or the Chairman, and issues relating to bias or acting for an improper purposedo not arise when the Board subsequently gave effect to it.[59] This ground of review fails as a result.Decisions declining to act on two requisitions by members asking for a SpecialGeneral Meeting of the Society to be calledRequisition dated 31 March 2016[60] On 31 March 2016, the Board received a requisition asking for an SGM to beconvened. The requisition was signed by ten members of the Society.[61] Rule 12.3 relevantly provides as follows:12.3 The Board shall on the requisition of not less than one tenth of theMembers of the Society at the date of the deposit of the requisition("Deposit Date") convene a SGM:(a) The requisition must state the object of the meeting and must besigned by the requisitioning Members and deposited at theRegistered Office of the Society and may consist of severaldocuments in like form each signed by one or more requisitioningMembers. The requisitioning Members must be Members ingood standing.(b) If the Board does not within twenty-one (21) days of the DepositDate convene an SGM to be held within forty (40) days of theDeposit Date not less than five of the requisitioning Membersmay convene an SGM but any meeting so convened shall not beheld after the expiration of three months from the Deposit Date.(c) An SGM convened pursuant to this rule shall be convened in thesame manner as nearly as possible as that in which meetings areto be convened by the Board.(Emphasis added)[62] On 19 April 2016, the Society's solicitors wrote to the plaintiffs' solicitorsadvising that the Board had received written advice from five of the members who hadsigned the requisition to the effect that they were withdrawing their request for anSGM. A copy of this advice was attached to the letter. The letter also pointed out thatthree of the remaining members who had signed the requisition were in default withpayment of levies and so were not members in good standing as required by r 12.3(a).The remaining two members were not sufficient to comprise one tenth of the membersof the Society.[63] The letter also advised that that the Society was currently checking the validityof a further requisition, and that if this was found to be in order an SGM would beconvened. This ultimately led to the Board convening the SGM that was held on7 May 2016.[64] There is no basis on which the Court could review the Board's approach to therequisition dated 31 March 2016 because it acted in accordance with the rules of theSociety in dealing with it. The circumstances do not disclose that the Board acted withan improper motive, or that an informed and fair-minded observer might consider theBoard was acting with a closed mind.Requisition dated 6 June 2017[65] On 6 June 2017, the plaintiffs' solicitors delivered to the Society a letterattaching a document purporting to be a further requisition asking for an SGM to beconvened. The requisition was headed up as follows:We shareholders of Gold Line Taxi and authorized drivers of Auckland TaxiServices stating that we have lost trust in our present board members. Theelected directors are targeting us and doing unfair dismissals. They aredictating us so we need a special general meeting and fair election as soon aspossible before they do too much damage to the society. Therefore, we havesigned below.The document was signed by 22 members of the Society.17[66] In order to understand the issues that this document raises it is necessary todescribe a series of events that occurred on 31 May 2017. In doing so I draw largelyon the affidavits filed by Mr Dua and the Society's then Manager, Mr SidneyThompson. The plaintiffs do not appear to take issue with the factual accounts givenby Messrs Dua and Thompson regarding the events that occurred on that date.[67] Mr Dua explains that on 26 May 2017, the Society had sent a letter to Mr RamalDeep, the first plaintiff, asking him to attend a meeting with the Board to discussallegations that he had been agitating against the Society and its Board. The meetingwas to be held at the Society's office at 5 pm on 31 May 2017.[68] On the morning of 31 May 2017, Mr Dua received a visit by a person whomhe knew to be a friend of the fifth plaintiff, Mr Vipan Kumar. This person came toMr Dua's home and served him with a document that purported to be a Trespass Noticeissued under the Trespass Act 1980. The notice purported to prohibit Mr Dua fromentering the Society's offices. It stated that the offices were occupied by Mr Deep,Mr Vipan Kumar, Mr Kahlon Singh and Mr Anil Kumar. All of those parties areplaintiffs in this proceeding.17 There are 25 signatures on the document but two of the signatories signed the document twice.[69] Mr Dua then travelled to the Society's office in Mangere to find out what wasgoing on. He also telephoned the police and other directors because he was concernedfor his safety.[70] When Mr Dua arrived at the Society's offices, he found two security guardsstationed at the door. They would not let Mr Dua or any of the other directors of theSociety into the building. Present in the Society's offices at this time wereMessrs Deep, Vipan Kumar, Kahlon Singh, Anil Kumar and the third plaintiff,Mr Surinder Kumar.[71] Mr Thompson says he was sitting in the Society's office at about 10 am on31 May 2017 when two men entered the office. He recognised the men, but did notknow their names. The men immediately began issuing instructions to Mr Thompson.They told him they had secured the office, and that he was not to receive or make anytelephone calls. They also told Mr Thompson that they had taken steps to appoint anew Board of Directors.[72] Mr Thompson now knows that the two men who came into the office wereMessrs Vipan Kumar and Kahlon Singh. They instructed Mr Thompson to despatchorders to the Society's drivers using a newly-formed group of WhatsApp users. Afurther Whatsapp communication was also sent to all the Society's drivers advisingthem that the old Board had been deposed, and inviting them to call in at the Society'soffices. Mr Thompson could see there were security guards at the door, and they letthe drivers into the office when they began to arrive. During this period Mr Thompsonreceived three calls from Mr Dua but he was instructed not to answer them.[73] After the police arrived at the premises they discussed the situation with themembers of the Board and the persons who had occupied the building. The situationwas ultimately resolved in the early afternoon, when the Board members werepermitted to reoccupy the offices.[74] Affidavits have been filed by two of the Society's members, Messrs BalbirSingh Ranauta and Madan Singh, deposing that when they went to the Society'soffices in response to the WhatsApp communication they were asked to sign a blankpiece of paper. They were told they were required to sign the document if they wishedto keep working. They later discovered that the heading set out above at [65] had beenadded.[75] Other than Messrs Kahlon Singh and Vipan Kumar, all of the persons whosigned the document have now signed a further document headed up as follows:To whomsoever it may concernWe, all shareholders of The Auckland Goldline Cooperative Taxi Society Ltd,who are also driving for ATS, do solemnly declare that in past few days somesignatures were obtained on a paper from some of us, by Mr Vipan andKahlon. We were not aware of the real intentions of these two, and whowe now feel have conspired against the company under the guidancefrom Mr Jasvinder Gill (Alert taxis), Pardeep Kumar and others withwhom company is already in litigation.We never authorized them to write to any authority on our behalf. Wehave not requested any SGM.We hereby withdraw all our signatures on any paper submittedanywhere by Kulvir Kahlon and Vipan Kumar. We apologize to allconcerned authorities for any convenience caused and assure of fullsupport, confidence and solidarity to existing board.[76] The Society contends this document establishes that it was not required to acton the basis of the requisition received pm 6 June 2017 because the signatures on thedocument were procured fraudulently, and all but two of the signatories subsequentlywithdrew their request for an SGM to be convened.[77] The plaintiffs contend that those persons who subsequently withdrew theirrequest were forced or coerced by the Society into doing so. I reject that submissionbecause there is no evidence to support it. Furthermore, having regard to the eventsthat occurred on 31 May 2017 I consider it likely that those who signed the documentdid not know what it was to be used for. That is so whether or not the heading was onthe document when they signed it. Their interest at that time lay in being permitted tocontinue driving for the Society and/or ATS under the authority of the new regime theybelieved had taken control of the Society's affairs. I therefore accept the Board wasentitled to reject the requisition once it learned of the circumstances in which thesignatures had been procured, and after all but two of the signatories had withdrawntheir requests. The Board's decision has not been shown to have been made for animproper motive or that it meets the test for bias.[78] It follows that this ground of review cannot succeed.Decisions that resulted in the shares held by several members being surrendered orforfeited[79] These issues arise largely as a consequence of the incident that occurred at theSociety's offices on 31 May 2017.Kahlon Singh and Vipan Kumar[80] The Society appears to have identified Messrs Kahlon Singh and Vipan Kumaras being the two ringleaders of the incident. For their part Messrs Singh and Kumarappear to accept that they were the persons who entered the offices and gaveinstructions to Mr Thompson. They and the remaining plaintiffs characterise theoccupation of the Society's offices as being a "peaceful protest". In addition to theacts described above, however, at 10.35 am on 31 May 2017 Mr Singh sent an emailto a senior executive at the airport advising him as follows:Hi Martyn Brewer,We are going to inform you that we remove Mr Dua from the ATS Office andnow he has no authority to act on behalf of ATS in any form and also currentboard of directors has been dissolvedAnd please deactivate following drivers immediately1) Manmohan Singh Dua, Cab No ATS 2112) Joginder Singh, Cab No ATS 2213) Kulwinder Singh Shant, Cab No ATS 209If you have any query please do not hasitate [sic] to contact me[81] Mr Singh also sent an email to the Society's solicitors. He told them thatMr Dua and the current Board had been "removed from the office unanimously by theshareholders due to their irregularities". He said that an interim managementcommittee had been formed by the shareholders, and that they expected to call anSGM on 3 June 2017 to elect a new Board of directors. Mr Singh described himselfin the email as the Acting Manager of the Interim Management Committee.[82] Mr Dua points out that r 7.1 permits the Board to remove a member of theSociety where it is satisfied that it is not in the best interests of the Society for amember to retain his or her membership. He deposes that the Society set up a specialcommittee to investigate the actions of Messrs Singh and Kumar, and to determinewhether they should remain members of the Society given their actions on 31 May2017.[83] The Society's Secretary, Mr Kulwinder Singh, wrote to both men on 5 June2017 in the following terms:RE: Hearing date for alleged breach of rules of societyDear Mr Kumar,On 31st May, you along with your friends, intruded into office of AucklandTaxi Service (ATS) Ltd, in absence of any director. ATS with which you havecontract to drive at airport, although is separate entity but since society ownsthat company so it effects society and its members and overall reputation.You went step further, and hired private security and stopped ATS directorsfrom getting back into office.We also understand from ATS that you had ongoing history of breaches andassaults while working under ATS contract and you did make a falsedeclaration about your conviction history. Now we are informed that yourcontract with ATS is terminated, and you have been issued a trespass notice.You then wrote to society Lawyers, claiming to be director of AucklandGoldline taxi society.Despite knowing and aware of constitution of society, it is felt that youunauthorized acts have brought society into serious disrepute. Your actionsalso caused at least two dozen drivers losing their day's earnings, who arealready finding hard to feed their families, while stranded in drama created byyou.Shareholders of society also have alleged in writing that you had teamed upwith Mr Jasvinder Gill and others who are against society in courts you suedtheir (shareholders') signatures without authority. You are therefore alsowanted not to use those signatures anywhere. Until you have got freshauthority from those shareholders which is signed in front of board or in frontof person acceptable to board. Until then they have withdrawn all signatures.The hearing date is scheduled for 15th June at 4.00 pm, at unit 9/203 KudosBusiness centre, Mangere. You are entitled to a support person of goodstanding with company or from outside whoever you prefer. The trespassconditions will be relaxed by ATS on our request, till end of meeting with you.Please note that if after hearing your submissions are not acceptable, thedisciplinary proceedings may initiate which could result in action against youunder clause 7.1(e) of Society Rules.[84] On the evening of 14 June 2017, Mr Kumar sent an email to the Secretaryseeking further time to prepare for the hearing. The Secretary declined that requestlater the same evening. Neither Mr Singh nor Mr Kumar attended the hearing thattook place on 15 June 2017. After considering what had happened on 31 July, thecommittee recommended that the membership of both men should be revoked. TheBoard agreed. The Society then wrote to both Mr Singh and Mr Kumar on 15 June2017 advising them of the Board's decision and enclosing a cheque for their shares.The rules provide a right of appeal against revocation of membership but neitherMr Singh nor Mr Kumar elected to exercise that right.[85] The statement of claim alleges that the Board breached its obligation to act ingood faith towards Messrs Singh and Kumar and that it pre-determined their guilt. Italso alleges the Board acted for an improper purpose in revoking their membership,and that it failed to provide them with all relevant information before making itsdecision.[86] The letters the Secretary sent to both men on 5 June 2017 set out clearly theallegations they faced. These were relatively straightforward and would have beenwell known to them because of their involvement in the events that occurred on31 May 2017. The Board also provided them with ten days within which to preparefor the hearing. I consider that to be more than adequate in the circumstances.Furthermore, the plaintiffs have not articulated what additional documentation theyconsider the Board ought to have given the two men before the hearing. Finally,neither has sought to exercise the appeal rights provided under the Society's rules.[87] None of the grounds of review under this head has been made out. There is noevidence to suggest the Board acted for an improper purpose or otherwise than in goodfaith given the events that had occurred on 31 May 2017. Nor does it meet the test forbias or breach of other requirements of natural justice.Ramal Deep, Satnam Singh and Surinder Kumar[88] All of these persons went to the Society's offices on 31 May 2017 afterMessrs Kumar and Singh had taken control. The Society considered, however, thatthey were less culpable than those two men. Mr Dua deposes that the roles played bythe three men during the incident, as well as their future status in the Society, were thesubject of a mediation that took place during the days following 31 May. Mr MadanSingh confirms that he worked as an intermediary between the Board and the threemen during this period, and that a solution was ultimately agreed on or about 4 June2017. This involved the men surrendering their shares and receiving payment for themfrom the Society. Thereafter no further disciplinary action was taken against them andthey were permitted to remain working as drivers for ATS.[89] The settlement agreement signed by each of the three men was in the followingterms:Agreement with Auckland Goldline taxi society for my ShareI hereby surrender / sell my share to the Society as of today. I understand Iwon't have any voting rights from hereon. I agree to value (as managementseems appropriate) of share to be paid to Auckland Taxi Service Ltd, to becredited to my account.I understand that my status in ATS will be as a driver only from today.If I keep my conduct to company standards, I can apply for share again afterend of tender.I apologise for any inconvenience if caused due to my acts which broughtsociety to disrepute.Thanks[Signed][90] The case for the plaintiffs is that the three men were called into the Society'soffice on 6 June 2017 and effectively given an ultimatum. They could either sign thedocument presented to them or their membership would be revoked and they wouldnot be permitted to drive for the Society or ATS in the future. Each then effectivelysigned under duress and without the ability to seek legal advice.[91] Mr Meys accepts that this Court cannot reach any definitive conclusionregarding the circumstances in which the three men came to sign a surrender of theirshares. Ultimately the events that occurred on 6 June 2017 give rise to a contractualissue between the Society and the three plaintiffs, and may need to be dealt with inanother forum. He submits, however, that the Court can take the manner in which theBoard dealt with them into account in assessing whether the Board has dealt with theplaintiffs as a whole in a manner that is both biased and evinces a lack of good faith.[92] I decline to reach any conclusion of that type because I find the evidencerelating to the events in question to be equivocal. I acknowledge the plaintiffs'evidence regarding the circumstances in which they say they surrendered their shares.There is also, however, the unchallenged evidence of Mr Madan Singh, who describesthe mediation process leading to the voluntary surrender of the shares. If that evidenceis correct, the Society cannot be criticised for the manner in which it dealt withMr Deep, Mr Surinder Singh and Mr Satnam Singh. I therefore regard thecircumstances in which those three men surrendered their shares to be a neutral factorfor present purposes.Kanwall Jit Singh (Mr K J Singh)[93] The plaintiffs' claim in relation to Mr K J Singh is contained in the cause ofaction relating to alleged failure to provide access to information but I consider it tobe more appropriately dealt with under the present head.[94] Mr K J Singh was Chairman of the Board in or about 2013. In April 2016, theSociety began an investigation after it received complaints about the manner in whichMr Singh had allegedly removed members of the Society whilst he was President. TheBoard could not find any written records of these incidents so Mr Dua andMr Kulwinder Singh wrote to Mr K J Singh on 28 April 2016 seeking details aboutthem and asking to meet with him to discuss them. The Board was also aware at thistime that Mr Singh was driving taxis for a rival organisation.[95] By letter dated 2 May 2016, Mr Singh responded to the questions raised by theBoard. He advised that records of shares he removed from members were containedin the share register held by the Society's Secretary. He also said he could elaborateon his answers at the SGM to be held on 7 May 2017 or, if the Board still wished tomeet with him, they could do so "near shopping area at Airport".[96] Mr Singh's solicitors then became involved and wrote to the Society on27 May 2016. Further correspondence then ensued before Mr Singh eventuallyattended a meeting with Mr Dua on 8 July 2016. Mr Singh was accompanied to themeeting by his solicitor, Mr Meys. During the meeting Mr Singh acknowledged thathe was working for another taxi company, but said Mr Gill had permitted him to doso. At the end of the meeting, which lasted for approximately 40 minutes, Mr Duatold Mr Singh and Mr Meys that he had enough information to enable him to make arecommendation to the Board.[97] Mr Dua reported back to the Board and the Board resolved on 9 July 2016 toremove Mr Singh's membership. It conveyed that decision to him in a letter dated22 September 2016. The decision was based both on the manner in which Mr Singhhad dealt with the removal of members' shares and the fact that he was driving a taxifor another organisation in breach of r 7(1)(b) of the Society's rules. The letterconcluded by pointing out that Mr Singh had a right of appeal and suggesting that heshould consult his solicitor about this. Mr Singh did not respond to the Board's letterand he did not exercise his right of appeal.[98] Mr Singh challenges the process that led to his removal as a member on twogrounds. First, he submits that it was inappropriate for the meeting on 8 July 2016 tohave been conducted by Mr Dua alone. There is nothing in this point because r 20.2permits the Board to delegate its powers under the rules to any person. Furthermore,Mr Meys did not take issue with the meeting being conducted by Mr Dua on behalf ofthe Board. I have no doubt Mr Meys would have objected to Mr Dua's involvementif he considered it would be unfairly to his client's detriment.[99] Secondly, Mr Singh says that Mr Dua undertook during the meeting to providehim with a copy of the Society's share register before taking the matter further and hefailed to do so. Notes taken by Mr Meys during the meeting support Mr Singh'sevidence on this point.[100] The Society does not provide an answer to this issue but, if it had been of anyreal importance, I consider it likely that Mr Singh or Mr Meys would have raised itwith the Society during the period of more than two months that elapsed between themeeting on 8 April and the delivery of the Society's decision on 22 September 2017.More importantly, I have no doubt that Mr Meys would have raised it as soon as theSociety delivered its decision. At the very least he would have encouraged Mr Singhto exercise the right of appeal given to him by the Society's rules. That would havebeen the appropriate forum within which to deal with this particular issue.[101] Mr Singh was represented throughout this series of events by a solicitor whowas fully conversant with the workings of the Society and the requirements imposedby the principles of natural justice. He obviously did not feel the need to raise anyobjection as events unfolded. I therefore do not consider there is any basis on whichthe Court can find any breach of the requirements of natural justice.Decisions relating to the standing of Mr Gill, Mr Amarjeet Singh, Mr Anil Kumarand Mr Sikanderjeet Singh-Bajwa[102] This cause of action relates to decisions allegedly made by the Board on29 March 2016, 21 June 2017 and 2 August 2017.29 March 2016[103] The statement of claim refers to the Society making decisions on 29 March2016 against Mr Gill, Mr Amarjeet Singh and Mr Anil Kumar. All of these so-calleddecisions are alleged to have been contained in a letter sent by a barrister acting forthe Society on 29 March 2016.[104] As may already be apparent, there has been a dispute between Mr Gill and theSociety for some considerable time. This appeared to have been resolved on25 February 2016, when Mr Gill prepared and signed an agreement purporting toresolve outstanding differences between himself and the Society at that time. Theagreement acknowledged that Mr Gill owed the Society outstanding levies in the sumof $18,287.[105] The Society considers Mr Gill still needs to pay this sum but he disagrees. Heconsiders the Society owes him other monies that equal or exceed any amount he mayowe the Society. Matters came to a head when the Society's barrister wrote toMr Gill's solicitors on 29 March 2016 responding to a letter they had sent on 24 March2016. The letter concluded by stating that the Society intended to forfeit Mr Gill'sshares in the Society. It then said:A resolution has already been passed by the BOD on 21 March 2016 toconsider removal of your client from the membership of the company.However, keeping in view the principle of natural justice and out of fairnessto your client, he is hereby invited to attend a meeting on 1st April 2016 at 11am in the company's office. He can bring a support person with him in themeeting. The meeting will decide on the outstanding levies due against him,breaches of the rules of the company leading to the outcome regarding strikingoff his membership. Failure to attend the meeting by your client may resultin removal of our client from the membership of the company.[106] Mr Gill responded to this letter by obtaining an interim order from the DistrictCourt preventing the Society from taking any further steps to remove his membershipor forfeit his shares. The issues between Mr Gill and the Society accordingly remainto be determined by the District Court. It would be inappropriate for this Court todetermine or pass comment on matters that are already the subject of proceedings inanother forum. No ground of review therefore arises under this head.[107] I have already referred18 to the fact that the Society has instituted disciplinaryproceedings against Messrs Amarjeet Singh and Mr Anil Kumar. The Society haselected to leave those proceedings in abeyance until such time as the proceedings inthe District Court have been resolved. However, the letter dated 29 March 2016 dealtonly with issues relating to Mr Gill. It did not address any issues relating toMessrs Singh and Kumar. For that reason there is no decision amenable to reviewunder this head in relation to them.18 At [42].21 June 2017[108] This issue arises out of a letter the Society's solicitors sent to the plaintiffs'solicitors on 21 June 2017. The letter responded primarily to a letter the plaintiffs'solicitors had sent on 16 June 2017. This raised issues about the manner in which theSociety.was dealing with those involved in the incident on 31 May 2017. In the letterthe Society's solicitors also discussed the request for an SGM that the plaintiffs'solicitors had delivered to the Society's office on 6 June 2017. In dealing with thatissue, the Society's solicitors raised concerns about the list of signatories who hadpurported to request a further SGM. One concern related to the Society's belief thatall of the signatories listed on the second page of the requisition other than Mr AnilKumar owed levies to the Society. The Society did not consider those persons to bemembers in good standing, and r 12.3(a) prohibited them from signing a requisitionfor a meeting to be called.[109] The Society still maintains that at least five of the persons who signed thesecond page of the requisition owed money to it and were therefore not in goodstanding as at the date of the requisition. The plaintiffs disagree in relation to some ofthose persons. Whatever the true position may be, I do not consider that theobservation made in the letter dated 21 June 2017 letter amounts to a reviewabledecision or action in its own right. Rather, it formed part of the reasoning processleading to the Society's decision not to act on the requisition received on 6 June 2017.It is clear, however, that the Society's principal concern about the requisition relatedto the circumstances in which most of the signatories came to sign the document on orabout 31 May 2017.19 That was an entirely different issue to the issue of whether ornot those who signed the second page of the document were in good standing at thetime they did so.[110] This ground of review fails as a result.19 Discussed above at [74]-[76].2 August 2017[111] This ground of review is based on observations made in two letters sent by theSociety's barrister to the plaintiffs' solicitors on 2 August 2017. In both letters theSociety's barrister raised issues regarding the validity of an SGM the plaintiffspurported to convene on 26 July 2017 after the Society had refused to act on therequisition delivered on 6 June 2017.[112] The first letter pointed out that 12 persons had attended the meeting on 26 July2017. It asserted that six attendees were not members of the Society, and five owedmoney to the Society and were therefore ineligible to vote. It also said that two of theattendees were not in good standing. In one case this was because of allegedmisappropriation of funds. The letter did not name either of these persons.[113] In a subsequent letter sent later the same day, the Society's barrister namedMr Anil Kumar and Mr Sikanderjeet Singh-Bajwa as being the two persons not ingood standing as at the time of the meeting. The plaintiffs take issue with this becausethe Society had failed to advise Mr Singh-Bajwa prior to 2 August 2017 that he wasnot in good standing.[114] Again, however, I do not consider this issue relates to a reviewable decision oraction by the Society. The Society was clearly of the view that the plaintiffs' SGMwas not validly conducted, but that did not lead to any tangible outcome. The Societyhas not purported to act on the basis of its view. Rather, it has proceeded on the basisthat the meeting was effectively a nullity.[115] This ground of review fails as a result.Decisions relating to an SGM that was held on 15 July 2017 and resulted inamendments being made to the Society's rules[116] This issue arises out of the fact that the Society held an AGM on 15 July 2017at which resolutions were passed approving several amendments to the Society's rules.The plaintiffs contend they were never given notice of the meeting in accordance withthe rules. They also say they are unfairly prejudiced by the amendments that weremade.[117] Mr Dua deposes that the SGM was called after the Board received a validrequisition signed by eight members in June 2017. One of the items on the proposedagenda set out in the requisition was an update from the Board "on progress ofconstitution committee and its proposals." This was a reference to the fact that theSociety had established a Constitution Review Committee to review the Society'sexisting rules and to recommend appropriate changes. The committee had provided areport to the Board in May 2017.[118] Mr Dua acknowledges that six of the plaintiffs20 would not have receivednotice of the meeting because, by the time notice was given, they had already beenremoved as members or had surrendered their shares. He points out that r 12.3 requiresten clear working days notice in writing of any proposed general meeting to be given"to every member at his registered mailing address". Mr Dua deposes that hepersonally supervised the preparation and posting of notices of the meeting to allremaining members on 29 June 2017.[119] For the reasons already given I am satisfied the Society was not required togive notice of the SGM to the plaintiffs who were either removed as members orsurrendered their shares prior to 29 June 2017. Furthermore, I have no reason to doubtMr Dua's evidence that he gave postal notice of the meeting to all remaining membersin accordance with the rules.[120] In addition, the Society's solicitors advised the plaintiffs' solicitors in a letterdated 4 July 2017 that the SGM was to be held on 15 July 2017. The letter alsoconfirmed that any of the plaintiffs who were still members of the Society in goodstanding should attend the meeting and exercise their rights. I am satisfied that by oneof these two means all members of the Society had notice of the meeting well beforeit was held. Ultimately, however, none of the plaintiffs elected to attend the meeting.20 Messrs Kahlon Singh, Vipan Kumar, K J Singh, Surinder Kumar, Satnam Singh and Ramal Deep.[121] As Mr Khan points out, any defect in giving notice would not have had anyeffect on the validity of resolutions passed at the meeting in any event. This is becauser 12.5 of the Society's rules provides as follows:12.5 The accidental omission to give or acknowledge receipt of any noticecalling an AGM or SGM to or by any of the Members shall notinvalidate any resolution at the meeting to which such notice related.[122] The amendments recommended by the committee were unanimously adoptedby those who attended the meeting on 15 July 2017. This effectively answers theplaintiffs' argument that they were unfairly prejudiced by the amendments. If theybelieved that was the case, they needed to put their views to the remaining membersat the SGM rather than to the Court in judicial review proceedings.[123] There is no substance in this ground of review.Summary[124] For the reasons already given I am satisfied the plaintiffs have established twogrounds of review. These are the failure to convene an AGM as required by the rulesbetween 2016 and 2018, and the failure to make the share register available forinspection as requested by Messrs Anil Kumar and Amarjeet Singh. Before dealingwith the issue of relief, however, I need to make some further observations regardingthe allegations based on bias and actions taken for improper purposes.Bias and improper motive: some further observations[125] The plaintiffs' theory under these grounds is based on the premise that Mr Duainitially bore ill-will towards at least some of the plaintiffs because of a dispute thathad occurred when Mr Dua left the Society in or about February 2013. The plaintiffsrely in this context on Mr Dua's evidence that, when he raised the issue of moneyowing to him at that time, Mr K J Singh "laughed in my face". Mr Dua accepted thatthis made him angry, but he denied he took any further action to recover the money orthat this left him ill-disposed towards Mr K J Singh or any other party. I consider thisincident to be a dubious foundation for an allegation of bias, particularly given the factthat Mr Dua appears to have played no part in the Society's affairs between 2013 andearly 2016.[126] Mr Dua accepted that he had some discussions with the Board in early 2016when the Board was about to begin preparation of its tender for the renewal of theairport contract. This would not be surprising. He also accepted he was aware of themessage the Board sent to drivers in February 2016 in which it said that no furthermeetings would be held for six months given the sensitive stage the airport tender wasthen at. By this stage, however, significant issues had already arisen between theBoard and several of the plaintiffs. In particular, the dispute with Mr Gill was wellunderway. Responsibility for that issue cannot be laid at the feet of Mr Dua.[127] Mr Meys attempted to develop the plaintiffs' theory by submitting thatMr Dua's initial antipathy towards Mr K J Singh translated into hostility towards theremaining plaintiffs and those who opposed the wishes of the Board. He submittedthat, viewed collectively and cumulatively, the Board's actions, and its treatment ofthe plaintiffs in particular, were based on decisions tainted by bias and motivated byimproper purposes.[128] I carefully considered all of the incidents on which Mr Meys relies to supportthe plaintiffs' theory but I am unable to discern any pattern of conduct that wouldsupport Mr Meys' submission. In particular, I do not consider Mr Dua or the Boardcan be criticised in any way for the fact that no AGM was held between 2016 and 2018because that was the will of the members as expressed at the SGM on 7 May 2016.[129] In addition, many of the issues that form the basis of the present proceedingarose directly out of the incident that occurred on 31 May 2017. As I have alreadyobserved, the plaintiffs seek to characterise that incident as a peaceful protest. I donot consider this to be an apt description. Rather, the incident amounted to a brazenattempt to take over the affairs of the Society by physical force and with no regard forthe constitutional procedures set out in the rules. In doing so those who were involvedplaced at risk the commercial relationship between the airport and the Society.[130] One can readily understand that the plaintiffs may have been frustrated by theirperception of the Board's attitude to their requisition for an SGM dated 31 March2016. They may have felt the Board was deliberately attempting to obstruct theirefforts to convene an SGM to discuss their grievances at that time. That cannot,however, excuse what occurred on 31 May 2017. Nor can the Board be criticised fortaking firm disciplinary action against those directly involved in the incident.[131] Finally, I suspect that the Board of this particular Society has often beendominated by strong personalities. That appears to have been the case so far asMr K J Singh was concerned, and my impression is that Mr Gill is also a verydominant character. Mr Dua may also fall into the same category. Ultimately,however, the power in any body such as this lies with the shareholders. They have thepower to convene meetings and to pass resolutions they consider to be in the bestinterests of the Society as a whole.[132] The plaintiffs, and perhaps others, may no longer feel the decisions the Societymade on 7 May 2016 and 15 July 2017 meet that test. Their perception of the issuedoes not, however, give this Court the right to disturb acts or decisions that havealready been made legitimately. Those plaintiffs who remain members of the Societyare free to gather support from other members so that they can challenge thecomposition of the Board and the decisions it has made at the next general meeting ofthe Society. That is the appropriate and legitimate way in which to address the issuegoing forward. I wish to make it clear, however, that I have seen no evidence inrelation to any of the issues raised by this proceeding to justify a finding that thedecisions and acts of Mr Dua and/or the Board were tainted by either improperpurposes or bias.Relief[133] It is now necessary to consider whether to grant relief in relation to the twogrounds of review the plaintiffs have established.Failure to hold an AGM between 2016 and 2018[134] The Society seeks to invoke s 19 of the Judicial Review Procedure Act 2016,which provides the Court in judicial review proceedings with a discretion to refuserelief where a ground of review is established by virtue only of a defect in form or atechnical irregularity, and where the Court finds that no substantial wrong ormiscarriage of justice has occurred.[135] I do not consider the failure to hold any AGM between 2016 and 2018 wascaused by a defect in form or technical irregularity. Rather, it occurred because asignificant majority of members who attended the SGM on 7 May 2016 did not wantany further AGM's or elections to be held during the term of the airport contract. Inother words, they did not want the Society to comply with r 12.1, which requires anAGM to be held every year. They failed, however, to give their decision constitutionallegitimacy by formally amending the rules to reflect their wishes.[136] The resolution not to hold any AGM's or elections during the term of the airportcontract clearly reflects the fact that those present on 7 May 2016 were content for thesame Board to be responsible for the Society's management for the duration of theairport contract. All of the plaintiffs were present at the meeting, although the Minutesrecord that Mr Gill, Mr Amarjeet Singh, Mr Pradeep Kumar, Mr K J Singh andMr Anil Kumar left the meeting before the resolution was passed.[137] I therefore accept that although this ground of review has been established,care must be taken regarding the issue of relief. This is particularly so given the factthat the airport contract is about to expire, and the Society accepts that an AGM willneed to be held later this year. It is therefore necessary to determine whether to allowmatters to take their course or to order that an AGM be held earlier than otherwisemight be the case.[138] I consider it appropriate to grant relief for three reasons. First, the terms servedby the existing directors expired in October 2018 and new elections need to be heldpromptly to address that issue. Secondly, one of the most important items on theagenda at any AGM is receipt and consideration of the Society's financial statements.21The members of this particular Society have not seen financial statements since 2015.That state of affairs cannot be permitted to continue longer than is absolutelynecessary. Thirdly, I am conscious that the Society and/or ATS will now be in theprocess of preparing a new tender for the airport contract. It would be unfortunate inmy view if the Board used that fact as justification for delaying the next AGM untilthe latter part of this year. An AGM needs to be held as soon as practicable21 Rule 12.2(a).notwithstanding the fact that the Society may be engaged in the process of submittinga new tender.[139] The financial statements for the 2016, 2017 and 2018 years should have beenprepared some time ago. It should not be difficult for the Board to arrange for updatedfinancial information to be prepared quickly in relation to the period commencing on1 April 2018. I therefore consider an AGM should be called no later than 31 March2019.[140] During the hearing Mr Khan raised a concern that those members who nolonger drive taxis for the Society may seek to distribute the financial statements toother taxi organisations, and that this would damage the Society's commercialinterests. I accept the validity of the concern but do not consider it justifies the Boardwithholding information to which all members are entitled under the Society's rules.One way of dealing with the issue is for the Board to require members to sign anundertaking not to disclose the financial statements to third parties other than theirprofessional advisers.[141] It will also be for the Board to determine whether members who attend themeeting are in good standing so that they have voting and speaking rights. The rulesdo not prescribe how the Society is to make this assessment. It will therefore be amatter of judgment as to how the criteria are applied. Members who are in default inpaying their levies will obviously not be in good standing. Such persons shouldnevertheless be given notice of the meeting and of the fact that the Board considersthem not to be of good standing. This will give those members an opportunity to payany outstanding levies prior to the meeting and thereby preserve their ability to speakand vote.[142] I consider the Board should adopt a conservative approach when it assesses thestanding of members who are up to date with their levies but who may, for example,be subject to disciplinary proceedings that have not yet concluded. Notice of themeeting should be given to such persons. They should also, in my view, be permittedto speak and vote at the meeting because there has not yet been a finding that they areguilty of conduct evincing lack of good standing.Access to the share register[143] The Board must make the share register available to those who want to view itprior to the AGM being held. Members are entitled to know who is currently a memberof the Society and therefore able to speak and vote at the AGM. It should be a simplematter for the Board to make the share register available for inspection at the Society'soffices between the hours of 10 am and 5 pm on a date to be nominated by the Boardnot less than seven days before the AGM is to be held.Orders[144] The Society is ordered to hold an AGM no later than 31 March 2019. It is togive notice of the meeting as required by the rules to all members, including those notin good standing by virtue of non-payment of levies and those who are subject todisciplinary proceedings that have not yet concluded.[145] The Society is to make the share register available for inspection by allmembers between the hours of 10 am and 5 pm on a date to be nominated by theSociety. That date is to be not less than seven days prior to the meeting.Costs[146] The plaintiffs are arguably the successful parties given the fact that theyestablished two causes of action and obtained orders granting relief. They have failedon most of their arguments, however, including those based on allegations that theBoard was guilty of bias and acted for improper motives. My preliminary view istherefore that honours were reasonably evenly shared, and it may not be appropriateto make any award of costs.[147] If counsel cannot reach agreement regarding costs they may submit concisememoranda (ie no longer than five pages in length) and I will determine the issue onthe papers.Leave reserved[148] I reserve leave to both parties to seek further and/or amended relief ifdifficulties arise in implementing the orders I have made.Confidentiality[149] During the hearing Mr Khan submitted that issues raised in this proceedingwere sensitive and had the potential to damage the Society if they were permitted toenter the public domain. He also submitted that they relate to the affairs of the Societyand have no wider public interest. He therefore sought an order that the file shouldnot be inspected without the leave of a Judge. I did not take Mr Meys to object to suchan order being made. I make an order accordingly.Lang JSolicitors:Neilsons Lawyers, AucklandFortune Manning, Auckland