Sandhu v Singh & Ors

An unincorporated association’s constitution is construed as a contract. Election provisions must be given their natural and ordinary meaning in their documentary and factual context. Where the constitution gives the congregation a right to object, the decision-maker must provide a genuine and reasonable opportunity for objections to be made and considered. An objection may be oral or written unless the constitution has been validly amended. A majority objection is legitimate if it is honest, genuine, non-arbitrary, non-capricious, non-perverse and non-irrational. Denying that process is fatal to the validity of the election.

The claim concerned the validity of elections held in May 2015 at the Guru Nanak Gurdwara, an unincorporated association and registered charity. The constitution provided for an election board of five Singhs to be selected first, followed by its election of a 25-member Management Committee, subject in each case to recognition, acceptance or approval by the congregation and to legitimate objection.

The court considered whether the election board had been validly selected, whether objections had been properly handled, whether the Management Committee had been validly elected, and whether any constitutional defect warranted removal from office.

1. The constitution constituted a contract regulating the relationship between the association and its members and between members in that capacity. It was therefore construed according to contractual principles, giving the words their natural and ordinary meaning in the light of the document’s purpose, provisions and relevant context: Evangelou v McNicol [2016] EWCA Civ 817; Marley v Rawlings [2015] AC 129.

2. The constitution’s overarching principle was that the congregation was the ultimate decision-maker. In context, “the congregation” meant those present at the Gurdwara for worship on the relevant occasion. The constitution did not prescribe a formal method for recognition, approval or objection.

3. An objection required positive action, but it could be made orally or in writing. The election process had to allow a genuine and reasonable opportunity for objections to be stated and considered. A minority objection, or an objection by one person, had to be put before the congregation as a whole. A simple majority of the congregation was determinative, subject to the objection being legitimate.

4. Legitimacy was not confined to the express qualification and disqualification criteria. The congregation could object on wider grounds, provided its decision was honest, genuine and non-arbitrary, capricious, perverse or irrational. This applied both to objections concerning the five Singhs and to objections concerning Management Committee members.

5. The election board’s selection process required consultation among the specified electors, investigation of candidates’ suitability and the requisite agreement for each name. The seven electors who remained on 2 May 2015 were quorate, but the subsequent process failed because the congregation was denied a proper opportunity to consider objections. Requiring objections to be written and supported by evidence, removing objectors from the worship hall, and treating the election as complete were contrary to the constitution.

6. The five Singhs were therefore not recognised or accepted and had not been validly elected. They had no authority to elect the Management Committee, which was consequently not validly elected. The court also observed that objections to the Management Committee had not been properly put to the congregation, but that finding was not essential to the result.