Sigatoka Club v Sen [2015] FJHC 1017; HBC232.2015 (17 December 2015)

IN THE HIGH COURT OF FIJI
CIVIL JURISDICTION

HBC 232 of 2015

BETWEEN:

SIGATOKA CLUB a duly registered club under the Registration of Clubs Act with the offices situated at Lot 3 & 4 Queens Road, Sigatoka, Fiji
1ST PLAINTIFF

AND:

KRISHNA RATTAN BHAN and SURESH CHAND NAIDU of Sigatoka, President and Secretary of Sigatoka Club, businessman and Manager respectively.
2ND PLAINTIFFS

AND:

VIJAY SINGH, NIRAJ KASI PRASAD and BALA KRISHNA NAIDU, Trustees of Sigatoka Club, all Businessman.
3RD PLAINTIFFS

AND:

MADAN SEN of Sigatoka, present occupation unknown.
DEFENDANT

EXTEMPORE RULING

Counsel: Mr Emmanuel Narayan

1. Before me is an urgent ex-parte application seeking an injunctive order against Madan Sen from calling a meeting of Sigatoka Club members.Sen had advertised in yesterday's issue of the local dailies of the proposed meeting.The advertisement reads as follows:
   

SPECIAL meetings for all Sigatoka club member on 20/12/2015 at 11.00am at True Blue Hotel Sigatoka. Lunch and Drinks will be provided. Called by Madan Sen, Sigatoka.

2. At first glance, it appears to me that the advertisement would fall short of one of the key formal requirements of a valid notice in the constitution or by-laws of any club or association. I say that because the advertisement does not even state what agenda of the special meeting is to be.
   
3. In addition, the affidavit of the President of the clubfiled in support of the application deposes that Sen is not even a current member or office holder of the Sigatoka Club.It may well be that Sen is trying to organise an informalmeeting of members of the club. It is plausible that in that informal meeting, Sen will air some of his grievances about the club or the way it is being run. One might speculate that the proposed informal meeting is intended to be a sounding board through which Senwill influence the members who attend to certain views he (Sen) holds with regards to the way the Club is being managed or run by the office holders and/or trustees.
   
4. Prima facie, if what counsel tells me is to be believed, the meeting could not possibly be validly constituted under the Constitution of the Sigatoka Club for at least two reasons:
   
   • (i) It is highly likely that the notice would not satisfy the requirements of a valid notice under the Club's constitution
     
   • (ii) that the defendant does not have authority to call a special meeting under the Club's constitution.
     
5. I did put it to counsel that while the meeting and the notice, in all likelihood, may not be validly constituted under the Constitution of the Sigatoka Club, that would only be the case (i.e. that they would not be validly constituted) if the meeting was to purport to transact any business for which the constitution of the Club makes special provisions. For example, if the meeting was to purport to formally make a resolution which the Club's constitution provides can only be made in a special meeting, then Sen's meeting would still fail in any event because of the inadequacy of the notice and because Sen would not be authorised to call such a meeting.
   
6. But there is nothing wrong in law with Sen calling an informal meeting, which is not convened pursuant to the Constitution of the Club.He may invite members of the Club to attend the meeting.And he may even discuss matters involving the club at the meeting. The fact that he dares to call this a –"special meeting" is neither here nor there, so long as the meeting steers clear of transacting any formal business which the constitution does not allow it.
   
7. In other words any such informal meeting could not be judged in terms of the Constitution if it is not convened pursuant to Constitution, though it entertains discussions on matters pertaining to the club.
   
8. Counsel appears to accept the above point. He argues anyway that the proposed meeting would be damaging to the Club and also because of its proposed venue which is the subject of another current injunctive Order of Mr. Justice Ajmeer Mohammed.
   
9. In the event, I have decided to grant Order in Terms of the application on the personal undertaking of the President of the Club to pay any damages that may be suffered by Sen as a result of these ex-parte Orders.
   

Anare Tuilevuka
JUDGE

17 December 2015.