Ullah & Ors v Shah & Ors

The constitution of an unincorporated association governs the allocation of decision-making powers. Where it gives an executive committee power to manage association property, a general meeting does not limit that power unless the constitution is amended. A holding trustee removable by the executive committee must comply with its lawful directions and may be removed for refusing to do so.

A constitutional provision stating that proceedings are not invalidated by any vacancy, failure to appoint, or defect in appointment may validate proceedings of a continuing executive committee, including where no replacement committee was appointed. Membership provisions may make payment of an annual subscription a continuing condition of membership.

The claim concerned control of property held by the first defendant as holding trustee for the Pak Pashtoon Association UK, an unincorporated association. Factions disagreed about the sale of one property, the purchase of another, and the association’s wider objects.

The claimants contended that the executive committee had validly remained in office, had power to direct the trustee, and had effectively removed him in January 2014. The defendant disputed the validity of the committee’s appointments, the 2014 general meeting, and the committee’s authority to proceed without further member approval.

1. Validity of the executive committee. The amendment made at the June 2007 general meeting extended executive committee terms to two years. The notices were to be read together, and advancing the meeting time did not invalidate the original notice. Subsequent elections and proceedings were therefore valid.
2. Effect of Clause H(4). Clause H(4), which stated that proceedings were not invalidated by any vacancy, failure to appoint, or defect in appointment, was wider than the provision considered in Morris v Kanssen [1946] AC 459. It validated proceedings where appointments had purportedly been made at meetings, and also where an acting executive committee continued after a general meeting without a new election or appointment.
3. Membership and the 2014 meeting. Payment of the annual subscription was a condition of continuing membership under Clause E(1), not merely a condition for new members. The executive committee was entitled to treat members who had not paid arrears within the notified period as having ceased to be members. The 2014 general meeting was therefore properly convened, and its ratification of earlier acts was valid.
4. Executive committee powers. The constitution gave the executive committee power to decide matters concerning the purchase and sale of association property. The May 2013 general meeting did not limit that power by approving a bid of up to £400,000. A further special meeting could not displace the committee’s authority without a constitutional amendment.
5. Removal of the trustee. The executive committee acted within its powers in removing the first defendant as holding trustee at its pleasure after he refused to comply with lawful directions. The removal was effective in law. The alternative claim for court removal did not arise.
6. Alternative grounds. The judge stated that, if necessary, acquiescence and laches would also have answered the challenge, relying on the authorities discussed. Those observations were unnecessary to the result.