YOUNG and ORS v COTTER and ORS [1996] NSWCA 573

YOUNG and ORS v COTTER and ORS SUPREME COURT OF NEW SOUTH WALES COURT OF APPEAL

5 MEAGHER, HANDLEY and SHELLER JJA 8 May 1996, 28 May 1996

[1996] NSWCA 573 STATUTORY CONSTRUCTION — associations — annual general meeting — power to re-convene — interaction of 'model rules' and rules of an Association — Associations Incorporation Act 1984

On 16 September 1994 the Rangers Club of NSW Inc, which is governed by the Associations incorporation Act 1984, convened its Annual General Meeting. At that time the appellants held positions as President, Honorary Secretary and Advisers on the Committee. Before the vote on nominations for the next committee, the meeting was adjourned to be re-convened after a requisite notice period of thirty days as prescribed by CL8 of the Club's Constitution.

20 ~The Club Secretary, one of the respondents, organised the date to re-convene the meeting and notified all members that it would be held on 28 October 1994. On 27 October the President of the Club purported to cancel this meeting. None of the appellants attended the meeting and six of the respondents were nominated to positions on the Committee.

25 Due to the dispute that ensued between the parties, the Club's Bank sought relief by way of interpleader in respect of money in four of the Club's accounts. The appellants argued that since the Constitution of the Club did not specify the manner in which an Annual General Meeting was to be convened, the 'model rule' would be deemed to be included in the rules of association. This rule provided that the Annual General Meeting was to be convened in a way that the Committee saw fit, and hence that the Secretary acted beyond

30 authority in re-convening the meeting.

Santow J held, inter alia, that the meeting, which was held on 28 October 1994, was properly re-convened by the Club Secretary. The appellants appealed against this finding.