Irfan Mohammed & Ors v Dawood Ibrahim Patel & Ors

A charity’s governing constitution must be followed unless validly altered under its own terms or by an applicable statutory power. An executive committee cannot unilaterally change prescribed election arrangements, including the place and timing of voting, nomination deadlines or candidate eligibility criteria, except to the limited extent necessary to give effect to the constitution or comply with statutory disqualification provisions. Where an election is conducted in breach of those requirements, the purported results are invalid. The court may grant interim declaratory and injunctive relief where the issues are fully argued, turn on law rather than disputed facts, and the applicants are very likely to succeed at trial.

The applicants were members of a charitable unincorporated association operating a mosque and madrasah. They challenged an election for the Charity’s Executive Committee, arguing that voting occurred before the general meeting, nominations closed too early, and additional eligibility criteria were imposed without constitutional authority.

The application sought interim declarations and injunctions. The court considered the written constitution, the statutory framework governing charities, and whether relief should be granted where it might finally dispose of the dispute.

1. Constitutional election procedure. Clause 9 required Executive Committee members to be elected at a General Meeting. The advance voting process did not comply with that requirement. The Trustees and Executive Committee could not alter the prescribed procedure merely because the alternative process appeared sensible, secure or in the Charity’s interests. Any alteration had to be made by the members under clause 27, or by the applicable statutory mechanism under the Charities Act 2011. The purported election results were therefore invalid and the new committee members had not validly taken office.
2. Nominations. Clause 12 required written nominations to be received not less than seven days before the Annual General Meeting. Read with clause 22, the constitutional scheme contemplated that members would have at least seven days after receiving the minimum 14 days’ notice of the meeting. The nomination timetable breached clause 12.
3. Eligibility criteria. A limited implied power existed to exclude persons whom statute disqualified from office, including under sections 178 to 179 of the Charities Act 2011. No wider implied power existed to impose the additional restrictions and Code of Conduct requirements used in this election. Such changes were matters for the members.
4. Relief. Applying the interim injunction principles in American Cyanamid Co v Ethicon Ltd [1975] AC 396 and NWL Ltd v Woods [1979] 1 WLR 1294, the applicants were very likely to succeed at trial because the issues were legal and fully argued. The court also applied the considerations for interlocutory declaratory relief identified in Financial Services Authority v Rourke [2002] CP Rep 14.
5. The court declared the election unlawful and its results invalid. It ordered a new General Meeting and compliant elections, with 14 days’ notice. It refused interim orders governing the Charity’s management pending the new election because the position of the existing committee had not been fully addressed. The Part 8 claim was stayed, with liberty to apply. The application succeeded in part.