WONG v UNITED CHINESE ASSOCIATIONS OF NEW ZEALAND INCORPORATED [2017] NZHC 274

WONG v UNITED CHINESE ASSOCIATIONS OF NEW ZEALAND INCORPORATED [2017] NZHC 274 [27 February 2017]IN THE HIGH COURT OF NEW ZEALANDAUCKLAND REGISTRYCIV-2016-404-1233[2017] NZHC 274IN THE MATTER of an action for judicial reviewBETWEEN STEVEN WAI CHEUNG WONGPlaintiffAND UNITED CHINESE ASSOCIATIONS OFNEW ZEALAND INCORPORATEDFirst DefendantCHEN JIMNINGSecond Defendant (removed)HONG (HARVEY) GUOThird DefendantHearing: 8 February 2017Appearances: I F Williams and A J Steel for PlaintiffR S Pidgeon for First DefendantNo appearance for Second DefendantT-C D Wu for Third DefendantJudgment: 27 February 2017JUDGMENT OF FOGARTY JThis judgment was delivered by Justice Fogarty on27 February 2017 at 3.30 p.m., pursuant tor 11.5 of the High Court RulesRegistrar/Deputy RegistrarDate:Solicitors:Kemps Weir, AucklandPidgeon Law, AucklandDawsons Lawyers, East Tamaki, AucklandIntroduction[1] The United Chinese Associations of New Zealand Incorporated (UCANZ) is an incorporated society under s 4 of the Incorporated Societies Act 1908. It dates back to 26 April 2001 and for almost all of its 16 year life the plaintiff, Mr Wong, has been its president (also referred to as the chairman). Mr Wong held that position until 25 October 2015. As a result of holding that position he had considerable status in the Chinese community in New Zealand.[2] On 25 October Mr Wong was "removed" from UCANZ as president and acommittee member.[3] In these proceedings Mr Wong challenges the legality of these actions on 25 October. He does so by way of judicial review of that decision making.[4] The common law Courts have judicially reviewed decisions of clubs for centuries. In case of Fisher v Keane1 Jessell MR said of the committee of the club:They ought not, as I understand it, according to the ordinary rules by which justice should be administered by committees of clubs, or by any other bodyof persons who decide upon the conduct of others, to blast a man'sreputation for ever – perhaps to ruin his prospects for life, without giving him an opportunity of either defending or palliating his conduct.[5] That dictum of Jessell MR was cited by Lord Reid in his famous judgment in the House of Lords in the case of Ridge v Baldwin.2[6] The common law takes seriously claims of unfair loss of status and dignity. This policy of the common law is a natural consequence of the general recognition across cultures of the dignity of every person, which finds expression in foundation remedy of the common law, trespass to the person.The constitution of the UCANZ[7] The members of UCANZ are organisations, businesses and companies. Individuals may not be members.3 UCANZ is governed by two committees.1 Fisher v Keane (1878) 11 Ch.D 353 at 362-363.2 Ridge v Baldwin [1964] A.C. 40, at 71.[8] First there is the general committee known as (the committee) which isexpressed in the rules to be the "top authority". It is comprised of up to four representatives from each member (the representatives).4 Each member of the committee votes by its representatives.5[9] Then the general committee has an executive committee (also referred to as the standing committee). The executive committee is comprised of nine persons: the president (as noted also referred to sometimes as the chairman), three vice- presidents, a secretary-general, a deputy secretary-general, and three individual executive members.6 Each office of those persons is held for two years.7 Elections each two years determine the membership of this committee.[10] But for Mr Wong's expulsion from UCANZ in October 2015 his office would have come up for election this February, 2017.[11] Pending the outcome of this litigation, undertakings have been given and received that the elections will be held over and that neither Mr Wong nor his alleged successor, the second vice-president, the first vice-president standing aside, will hold out that they are the president.[12] There is only one clause in the constitution which deals with expulsion. It is clause 2.78 which provides:If a member breaches the constitution of UCANZ or damages the reputationof UCANZ, the executive committee will revoke that member's membershipprovided that such revocation has been approved by at least 50 of those voting at a committee meeting.[13] Clause 2.7 does not apply to a representative. In respect of a representative of a member being on the UCANZ committee there is a provision that such committee membership can be terminated.3 Constitution, clause 2.1 and 2.2.4 Constitution, clause 3.1.5 Constitution, clause 2.2.6 Constitution, clause 3.3.7 Constitution, clause 3.7.8 Chapter 2 on the first page of the rules under the heading "Membership".[14] Rule 3.8 is at the core of this dispute. It provides:Committee members may be subject to disciplinary action which may resultin that committee member's membership of UCANZ being terminated.In order to terminate membership in this way:(a) At least three committee members must propose that a committeemember's membership be terminated; and(b) At least 50 per cent of committee members must attend a meeting to vote on the proposal; and(c) There must be a majority vote to terminate the member'smembership of UCANZ.[15] To sum up, it is clear that an organisation, business or company can be a member of UCANZ, but individuals persons cannot. UCANZ operates by committees, the top committee being the UCANZ committee comprising of representatives (up to four) from each member. The phrase "committee member" or "committee members" refers to those representatives nominated by one of thecorporate members. Committee members can have their membership terminated.[16] So the correct interpretation of Rule 3.8(c) is ("there must be a majority voteto terminate the member's (committee) membership of UCANZ").How Mr Wong was removed[17] On 16 September 2015, via the Chinese App (WeChat) messaging service Mr Hu Chong Bao and Mr Sun Qixiang sent to Mr Junren Yan in New Zealand a proposal for a vote of no confidence in Mr Wong. It made a number of generalcomplaints about Mr Wong's leadership of UCANZ:(a) A failure to hand over the accounts and account books for UCANZ.(b) A failure to convene a meeting to discuss amending the UCANZ constitution.(c) Organising activities in his own name rather than UCANZs.(d) Creating "disunity within UCANZ".[18] It ended with the following passage:In view of the current situation, according to the authority conferred on us by the stipulation in chapter 3 clause 8 of the UCANZ constitution, we three executive committee members jointly propose: Mr Wong Wai Cheung is no longer suitable to be president of our association, we therefore propose avote of "no confidence" against Mr Wong Wai Cheung to rebuild the imageof our association as soon as possible![19] On 29 September the Secretary-General of UCANZ Zhiyun ("Jim") He (MrHe) circulated a notice calling for an extraordinary committee meeting to be held on 11 October 2015. The notice of the meeting said:In view of a series of abnormal circumstances currently occurring in UCANZ, as discussed and passed by the executive committee it has been decided that an extraordinary committee meeting will be convened on 11 October from 2.00 pm to 4.00 pm at 116 Symonds Street. The situation will be reported to everyone. Opinions from the committee members will be heard. Voting on relevant proposals will also be carried out.[20] An Executive Committee meeting was held on 10 October, an agenda for which was circulated on 9 October. That agenda was accompanied by a voting slip which recorded the following resolution to be voted upon:Proposal of the executive committee of the United Chinese Associations of New Zealand Incorporated: to remove the current president Wai Cheung Wong from the position of president.[21] On 10 October, at the Executive Committee meeting Mr Wong correctly pointed out that the notice for the extraordinary committee meeting given on 29 September was insufficient in terms of clause 12.1 of the constitution which requiredfourteen day's notice. In consequence the Executive Committee agreed to postpone the meeting scheduled for 11 October, until 25 October.[22] Rules 12.4 and 5 provide:12.4 Decisions of the committee shall, unless otherwise stated, be made by simply majority vote. The chairperson or person acting as chairperson has a casting vote.12.5 Subject to the rules of this constitution, the committee may regulate its own practices.[23] It will be recalled there are, of course, two committees – the full committee, the top authority, and the executive committee.[24] It is not clear whether the committee referred to in 3.8 is a reference to the full committee or is applicable to the executive committee. This is an issue that has to be decided in this case.[25] However, it is clear that the notice of the meeting to be held on 11 October was intended to be a notice to the full committee, the top authority, a distinction contained within the notice on the second line of a reference to the executive committee. So that in context I think it is clear that what was being proposed was a meeting of the UCANZ committee, the top authority and the proposal was coming from the executive committee.[26] Having appreciated that inadequate notice was given on 29 September, the Secretary-General Mr He on 10 October sent a notice to the committee representatives postponing the meeting originally intended to be held on 11 October. As well as advising the new date for the meeting to be 25 October, that notice included the proposal of 16 September 2015 as being "the proposal of three executive committee members that is about to be voted on the meeting", this beingthe proposal referred to in paragraph [19] above. Members were also advised that the purpose of the meeting was:To vote on the proposal put forward by three Executive Committee members. No discussion to be conducted. The committee members presentat this meeting could cast a vote for or a vote against, or abstain. Nodiscussion about the proposal is to be had.[27] At the meeting on 25 October, the voting slips distributed read:UCANZ Executive Committee proposal: Dismiss current committeemember Wong Wai Cheung's membership.[28] The minutes of the meeting confirm that there was to be no discussion. This was reiterated several times.[29] The meeting was thrown into some confusion at the outset when an organisation from the North Shore, called Sunnynook Chinese Associationrepresentatives turned up. They were not listed in the 36 organisations that had joined the UCANZ. Their appearance:Caused chaos and a dispute arose. The meeting was temporarily thrown into confusion.[30] It was finally sorted out that Sunnynook could not register or vote.[31] There was then a count of the number of committee members attending the meeting, which totalled 91 versus the number of people who were able to come which was 144. However, there was a rulingIf over 50 per cent of committee members attend a meeting, the committee meeting reaches a coram. Voting results of the meeting become effective.[32] The minutes then record:The committee meeting was to vote on the proposal put forward by three executive committee members. No discussion to be conducted.[33] Committee members present at this meeting could cast a vote for or a vote against, or abstain.[34] The chairperson then invited one of the three executive committee members to read out the proposal. The chairperson explained the relevant clauses of the constitution, particularly clause 8 of chapter 3. It was reiterated:No discussion about the proposal is to be had.[35] Mr Wong Wai Cheung then requested that he speak.The chairperson repeatedly stressed that no discussion on the content of the proposal would be conducted and did not pass the microphone to Mr Wong Wai Cheung.[36] Without discussion with the executive committee in advance, Mr Wong Wai Cheung started to hand out the materials he brought himself and repeatedly said that this committee meeting did not meet the requirements of the constitution. After that, Mr Hong Benli made a long speech and handed out copies of his speech without asking for the approval of the executive committee. Ms Wyao Mei and Ms Lucy andothers made speeches respectively to express their own opinions. The chairperson did not stop them. Because the meeting venue was quite noisy, the content of these speeches could not be heard clearly.[37] Then the voting procedure commenced. 91 voting slips in total were distributed by the voting team members. The same members collected 67 voting slips. They were tallied resulting in 55 votes in favour, 12 votes against and 24 votes that were blank or not submitted. The final count of the percentage of votes was 55 out of 91 in favour being a majority of 60.4 per cent. The minutes record:After the votes were counted and the result was announced, two committee members rushed into the counting area, disregarding persuasion from the voting management team, rubbed out the voting figures that had been written.[38] When minutes were sent out on 1 November by Mr He, there was an attachment also described as Meeting Minute which read:Date: 26 October 2015.Attachment: Voting Rules(a) Today's Committee meeting will vote only on the proposal. No discussion of the content will be conducted.(b) Each committee member or representative present can cast only one vote.There were other directions about valid or non-valid votes. Then there followed an"Announcement":Dear Presidents and Committee members,In accordance with the stipulation in Chapter 3 Clause 8 Paragraph a of the UCANZ constitution, after being discussed and decided by an Executive Committee meeting (eight of the nine Executive committee members agreed, one objected), an extraordinary Executive committee meeting was held at 2:00 pm on 25 October 2015 at UUNZ (76-78 Symonds Street, Auckland City). A vote was carried out on the proposal put forward by three Executive Committee members Hu Chongbao, Sun Qixiang and Yan Junren to"Terminate Mr Wong Wai Cheung's UCANZ Committee membership".According to the constitution and convention, the proposal was sent on 10 October. The number of people that were supposed to attend the meeting was 144, and the number of people who actually registered and were present was 91. A vote on the proposal was carried out under the coordination of thefive-person Voting Management Team which was nominated by the Executive Committee.91 votes in total were distributed, 55 votes in favour, 12 votes against, 24 abstaining votes were received. The percentage of votes in favour was 60.4%.According to the stipulations in Chapter 3 Clause 8 Paragraphs b and c, the voting result on this occasion met the requirements of the constitution. Thevalid result was: Termination of Mr Wong Wai Cheung's UCANZCommittee membership. Therefore, Wong Wai Cheung has lost the position of President.According to the stipulation of Chapter 3 Clause 4, the current First Vice President (Mr Chen Jinming) will take over as President and assume thePresident's duties and obligations.This announcement is effective immediately.United Chinese Associations of New Zealand Incorporated.30 October 2015(Emphasis added.)Alleged grounds for relief[39] The amended statement of claim, dated 18 August 2016, sets out the grounds of relief sought by the plaintiffs in paragraph 20:(a) A declaration that the Meeting and Vote were invalid;(b) A declaration that the Plaintiff is the President of the Defendant;(c) A declaration that the appointment of Jimmy Chen as President be quashed;(d) Costs;(e) Further or other relief.[40] The reply by the defendant is in paragraph 14-28 of the statement of defence to the amended statement of claim, dated 19 October 2016 pleads:Grounds for Relief14. The defendant denies paragraph 20 and states further:a. The defendant's constitution is essentially aimed at corporatemembers;b. The Committee may regulate its own practice (cl 12.5 constitution) and in giving notice of the meeting on 25 October, an opportunity for the plaintiff circumstances (with respect to the plaintiff) to speak at the meeting and the defendant through its responsible officers (including the standing committee) complied with the requirements of natural justice as applicable in all the (circumstances of the meeting and vote both held on 25 October 2016.c. The proposal circulated in We-Chat, the handwritten proposal signed by three standing committee members and the emailed proposal and notice of meeting circulated to members on 10 October 2015 are relied upon as if pleaded in full.d. While it is denied that a steps taken in relation to giving notice of the meeting and the vote undertaken at said meeting on 25 October 2015 were irregular, if any steps taken by the defendant which are found to be irregular (which is denied), then the vote of the members.e. The allegation at 16(e) is specifically denied and the membership of Jiangsu (Nanging) Fellowship AssociationIncorporated ("Jiangsu") is not predicated on validregistration or indeed incorporation insofar as Jiangsu meets the broad definition of membership as an unincorporated association (which in this case was formally incorporated). Jiangsu is a valid member of the defendant under clause 2.1 and its representatives were at all material times entitled to vote. On this basis, the member of which the plaintiff is a representative of (Sino-NZ Chamber of commerce Incorporated) was struck off the Incorporated Societies register from 5 August 2002 to 9 November 2005 while the plaintiff was president and he would not be entitled to be the president. The representatives specified in the Amended Statement of Claim at 16(e) did vote, but this was lawful in accordance with the rules and specifically clauses 21, 2.2.(a) The true import of the allegation was known, in essence a no-confidence vote and clauses of the rules are ambiguous in terms of references to members.(b) This is denied and the 24 who abstained had the opportunity to vote but elected not to exercise that right.The defendant relies on the foregoing pleaded responses and statesfurther by way of first affirmative defence: "delay".The defendant says further:15. The plaintiff's unexplained delay of seven and a half months in bringing the claim has caused prejudice to the defendant.Particulars(a) The defendant has conducted its affairs on the basis that it is fulfilling its objectives in a bona fide way under the leadership of Jimmy Chen.(b) The members' representatives exercised their votes in keeping with the objects of their own members' rules.(c) To cause further disruption by conducting a fresh election or granting the relief sought (noting that the underlying factual justification is denied) that it would be inimical to the Society and its members for this to occur.(d) The plaintiff has in essence sat on his hands and the defendant has taken steps under new leadership to fulfil its objectives since the 25 October 2015 meeting.16. In the event that findings are made in relation to the claim which favour the plaintiff (which are denied) the delay should count against the granting of any remedy.By way of second affirmative defence – "internal management rule"The defendant relied on the foregoing paragraphs and states further:17. In the event a procedural irregularity is found in the way the vote was conducted and notice of the meeting given any such defects are able to be made regular by the defendant and any remedy sought should be denied.And by way of third affirmative defence "proper interpretation of the rules"The defendant relies on the foregoing paragraphs and states further:18. The underlying premise of the plaintiff's claim is wrong at fact inlaw insofar as at all material times the contract (being the rules of the defendant) provide for members who are associations either bodies corporate or unincorporated associations to appoint either three representatives if they are small associations or four representatives if they are large associations and these representatives were permitted to exercise votes on behalf of the member associations.19. This duly occurred at the vote.20. The Committee of the defendant was entitled to regulate its own practice for the defendant and duly did in terms of the voting procedure which is relied upon as if pleaded in full.21. The voting procedure permitted the vote to occur in the way it did.And by way of fourth affirmative defence "estoppel"The defendant relies on the foregoing paragraphs and states further:22. If there are any issues with the notice of meeting and the content of notice given the plaintiff is estopped from raising this point as he was given due notice within the timeframe provided for in the rules and ask for an extension therefore was at all times aware of the timing and key agenda item which was a vote of no confidence in the plaintiff.23. Indeed, the plaintiff used the intervening time period given by the adjournment of fourteen days to rally voting support for the vote which was held on 25 October 2015 and therefore no prejudice was caused to him.And by way of counterclaim24. The defendant relied on the responses pleaded above and states further:25. Differences have arisen as to whom the rightful President of the defendant is.26. Shortly after the Vote (and as a consequence of it Mr Jimmy Chen) was lawfully made President of the defendant.27. Despite Mr Jimmy Chen being the current President, the plaintiff has wrongfully asserted he remains the President of the defendant and has issued statements to that effect and unlawfully called meetings of members (such as, but not limited to, a meeting called on Friday 29 July 2016 which he called wrongfully claiming to be thedefendant's President).28. The acts of the plaintiff in going behind the Vote in an unlawful fashion is disrupting the defendant and causing detriment to its standing as an organisation and prejudicially affecting thedefendant's ability to perform its constitutional objectives (for thewider Chinese business community in Auckland).Wherefore the counterclaim plaintiff seeks the following relief from the counterclaim defendant:(a) A declaration that Mr Jimmy Chen is the lawfully appointed current President of the Defendant/Counterclaim Plaintiff.(b) An injunction prohibiting the plaintiff/counterclaim defendant from doing anything to (i) assert he is the current and on-going President of the defendant/counterclaim plaintiff or to (ii) undermine the current President Mr Jimmy Chen and his fellow Executive committee Members, (by, including but not limited to, issuing statements to members via their representatives and/or calling meetings of membersvia their representatives without the approval of thedefendant's executive committee).(c) Costs of and incidental to this proceeding.Core issues[41] Mr Pidgeon, for the defendant, described the counterclaim as the "flip side to the defence". It was pleaded to enable an application under the Judicature Act 1907to obtain interim relief.[42] Mr Pidgeon reduced the issues for determination to five:(a) Was there appropriate (or sufficient) notice of the meeting of 25 October?(b) Did the plaintiff have speaking rights?(c) Were those who voted on 25 October entitled to vote?(d) In all respects did the removal of the defendant as president complywith the defendant's rules?(e) In the event Your Honour finds on review there have been errors inthe voting process, ought the Court's discretion be exercised in favourof setting aside the vote (to remove the plaintiff) or any other action short of granting relief?[43] In support of that argument Mr Pidgeon argued that the key issue was whether the decision to remove the plaintiff was ultra vires or not and in other respects whether there was a more than sufficient compliance with the Constitution and in terms of natural justice.[44] He argued that the Court needed to take into account the unusual membershipstructure and some gaps in the defendant's rules. He relied upon the rule of indoor management and the law on the powers of members meeting in general meeting. He also relied on the delay, these events having occurred in October 2015. Essentiallyhe argued there must be an implied power enabling the Executive Committee to remove the president. He relied on Rule 12.5, already referred to, which enables the committee to regulate its own practices. That it would be contrary to public policy to have an officer who is not wanted by the members and who himself is not a member, from continuing in leadership roles such as president.[45] There is no doubt that there is a general reluctance by Judges in common law jurisdictions, to interfere in the internal management of associations where the Courts are satisfied that the conduct in question is reasonable and complies with natural justice. This is the context of the catchphrase "internal management". It is summed up by Mr Mark von Dadelszen, the author of the text Law of Societies in New Zealand: Incorporated, Unincorporated and Charitable:9However, in circumstances where there is no significant impact on the public, Judges in several recent New Zealand cases have been reluctant to intervene in the internal affairs of clubs and societies by way of judicial review, on the ground that members who consider that the rules have been breached have a remedy in contract law.10[46] He also says:11Traditionally, the Courts have been very reluctant to intervene in the internal affairs of any voluntary associations and in particular the affairs of associations formed for non-profit purposes.[47] I have no problem with these statements. But different principles come into play where the Court is being asked to review an expulsion of a member. This is also recognised by Mr van Dadelszen. He sums up his discussion (mainly of Australian cases) by saying:Assuming that an association has complied with its rules and with the principles of natural justice, as a general principle the Courts would not intervene in its decision.129 Mark von Dadelszen Law of Societies in New Zealand: Unincorporated, Incorporated and Charitable (3rd ed LexisNexis, Wellington, 2013).10 Op cit at page 160.11 At paragraph [4.7.1].12 Paragraph 4.7.2.[48] Mr Pidgeon has gone on the front foot. He has asserted as a public policy consideration that an association "should not be lumbered with a president they do not want" that removal of an officer is permitted (as) an "implied power".[49] As we have seen the constitution of the society distinguishes members of UCANZ who cannot be individual persons13 and gives the executive committee (comprised of representatives of members) the power to revoke a corporatemember's membership of UCANZ.14[50] The common law is settled. Where members of a society are being disciplined the principles of natural justice must be followed before such a person can be disciplined, let alone have their membership terminated. The law is equally clear that that person must be given an opportunity to defend him or herself by being given notice in advance of what he is said to have done wrong, and be given an opportunity to make his case to the other members before he is expelled.[51] I am quite satisfied that this did not happen here. The special meeting of the UCANZ committee was intended by the members of the Executive Committee not to entertain any discussion on the executive committee's proposal. It was in the face ofthat, that Mr Wong attempted to defend himself. A few others spoke, as recorded above in [36]. But as we have seen there was frequent reiteration that there was to be no discussion of the proposal. See [26], [28], [32], [34] and [35]. That policy itself is inconsistent with Rule 3.8. Rule 3.8 makes it clear that individual membersof the committee can propose a committee's membership be terminated, but theremust be a majority vote in a meeting comprising at least 50 per cent of the members.[52] Rule 3.8 does not say there should be discussion. However, no common law Court will interpret Rule 3.8 as denying attendees at such a meeting from speaking on such an important issue, termination or not.13 Rule 2.1.14 Rules 2.6 and 2.7.[53] Reinforcing the common law policy of natural justice is the status of Mr Wong, as president whose termination as a member and thereby as president is being proposed.[54] In my judgment the common law's general respect for leaving internal management of an association alone and free from judicial review does not apply to these facts.[55] On the contrary it is clear that the meeting of the committee to consider theproposal to terminate Mr Wong's membership of the committee, let alonemembership of the executive committee, was conducted in breach of the principles of natural justice. The intent of the persons in control of the meeting was to eliminate all discussion, be it in support of the proposal or against it. The concept was that committee members would gather solely for the purpose of voting and no more.[56] Clearly the persons in control of the meeting intended to avoid any debate of the issue of continued membership of Mr Wong, and implicitly in his continuance as president.[57] I am quite satisfied that Mr Wong lost his membership of the executive committee and his status as president by an unfair process, so unfair that this Court should intervene. The fact that Mr Wong and a few others managed to speak does not salvage the deliberate intention to prevent the issues being discussed.[58] I do not think that relief should be disallowed on the grounds of delay in commencing the proceedings. The proceedings were commenced on 7 June 2016. On 27 October 2015, the day following advice that his membership was terminated and he was no longer president, the plaintiff wrote to the defendant advising that the meeting and vote were unlawful and invalid and reserving his rights.[59] In his supporting affidavit to the application, Mr Wong describes the process, (described in this judgment), and also the personal consequence to him:As a result I was very upset emotionally and I became physically ill.[60] He then records that he sent open letters primarily to the executive committee and also to other committee members on 27 October and 2 November. Addressing delay he said:I was reluctant to bring Court proceedings against an organisation which I have been instrumental in forming and which I had held senior office for so long. I brought this proceeding only after I failed to resolve matters by discussion.[61] Since commencement of the proceedings there have been undertakings given by both sides. In fairness to the first defendant, it was not a substantial part of the argument that proceedings should be denied on the grounds of undue delay in commencement of the proceedings. It was pleaded, but was not a central part of the argument.[62] Accordingly, by way of remedy, this Court declares that the meeting on 25 October 2015 was conducted in breach of the obligations of natural justice owed by the society to the plaintiff. In particular, there was a failure to provide for all representatives at that meeting the opportunity to speak to or against the proposal and in particular to give the subject of the proposed resolution of termination of membership, the plaintiff, a fair opportunity to defend himself. Such defence to include the failure to give notice to the plaintiff of his specific conduct being relied upon to justify the resolution. These failures together amounted to a breach of natural justice.[63] It is declared that the plaintiff is still a member of the executive committee.[64] The question as to whether or not he is still the president of the defendant is adjourned pending an opportunity being given to the parties to this litigation to resolve that issue by calling for the election of president, an event which falls due in any event, quite independently of this litigation, this month.[65] Costs are reserved. I will receive submissions on costs to be filed within one calendar month of this judgment after the submissions have been exchanged in draft between counsel, limited to five pages for each submission excluding a schedule of costs, and including advice by each counsel as to whether they are content for thecosts order to be made after reading the submissions or whether there is a need for a further hearing.