In the matter of Order of AHEPA NSW Incorporated [2018] NSWSC 458

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Order of AHEPA NSW Incorporated [2018] NSWSC 458 Hearing dates: 21 March 2018 Decision date: 13 April 2018 Jurisdiction: Equity - Corporations List Before: Black J Decision: Pursuant to s 1322(4)(a) of the Corporations Act 2001 (Cth), the 2005, 2007 and 2010 resolutions made at general meetings of the Plaintiff are not invalid by reason of any contravention of a provision of the Associations Incorporation Act 1984 (NSW), Associations Incorporation Act 2009 (NSW) or the Plaintiff's constitution. Acts, matters or things purporting to have been done by the Plaintiff, or by persons acting on the Plaintiff's behalf, in the period 23 November 2005 to date are not invalid by reason of any invalidity of the 2005, 2007 and/or 2010 resolutions or the failure to register them. Pursuant to s 1322(4)(d) of the Corporations Act, the period for applying to the First Defendant for registration of the changes to the Plaintiff's constitution as passed by the 2005, 2007 and 2010 resolutions be extended to the period ending 28 days after the date of these orders. Catchwords: CORPORATIONS – management and administration – procedural irregularity – where the parties to the contraventions of provisions of relevant acts and the constitution of the association acted honestly – where no substantial injustice has been or is likely to be caused to any person arising out of the relief sought – whether the Court should declare that the resolutions invalidly passed are not invalid by reason of contraventions of the Associations Incorporation Act 1984 (NSW), Associations Incorporation Act 2009 (NSW) and/or the constitution of the association under s 1322(4)(a) of the Corporations Act 2001 (Cth). Legislation Cited: - Associations Incorporation Act 1984 (NSW) ss 5, 20 - Associations Incorporation Act 2009 (NSW) ss 10, 12, 14, 39 - Corporations (Ancillary Provisions) Act 2001 (NSW) - Corporations Act 2001 (Cth) s 1322 - Supreme Court Act 1970 (NSW) s 23 Cases Cited: - Ahmed v Chowdhury [2012] NSWSC 1452 - Cambodian Buddhist Society of NSW v Meng Eang Thai [2017] NSWSC 1433 - Elderslie Finance Corporation Ltd v Australian Securities Commission (1993) 11 ACSR 157 - Gangemi v Osborne [2009] VSCA 297 - Gosford Christian School Ltd v Totonjian [2006] NSWSC 725; (2006) 201 FLR 424 - Holmes v Life Funds of Australia Ltd [1971] 1 NSWLR 860 - Rana v Survery (No 2) [2012] NSWSC 905 - Re Compaction Systems Pty Ltd & the Companies Act [1976] 2 NSWLR 477 - Re Wave Capital Ltd [2003] FCA 969; (2003) 47 ACSR 418 - Weinstock v Beck [2013] HCA 14; (2013) 251 CLR 396 - Winpar Holdings Ltd v Goldfields Kalgoorlie Ltd [2001] NSWCA 427; (2001) 166 FLR 144; 40 ACSR 221 Category: Principal judgment Parties: Order of AHEPA NSW Inc (Plaintiff) NSW Commissioner for Fair Trading (First Defendant) Louisa Melas (Second Defendant) Maria Alexandrou (Third Defendant) Representation: Counsel: R Hollo SC/C Winnett (Plaintiff) S Cirillo (Second and Third Defendants)