The Kuala Lumpur High Court today ruled that a one-fifth quorum requirement was a legal necessity that must be fulfilled by the Malaysian Bar to hold its annual general meeting (AGM).

Justice Raus Sharif made the finding when he declared the Bar's recent AGM that was held without quorum on March 17 'null and void'. He then allowed an application by senior lawyer Louise Edward Van Buerle who took the Bar Council to task for contravening the quorum requirement stated in the Legal Profession Act (LPA) 1976.

"The absence of the quorum rendered the 59th AGM completely abortive, null and void, and all acts or decision to have been done, taken or made at the meeting are accordingly nugatory and invalid," he ruled.

Immediately after the ruling, the Bar successfully applied for an order for a stay of execution pending an appeal to the Court of Appeal. This means the office bearers elected at the AGM can still hold office until the appeal is disposed.

"The issues involved are very contentious. The Court of Appeal may not agree with me and since there is an appeal (to be filed) I'll have to grant stay," said Raus dismissing counsel Zainur Zakaria's objection against the stay application.

Expedite appeals

Contacted later, Bar chairperson Yeoh Yang Poh said that they will file the necessary applications to appeal against the ruling.

"We will expedite our appeals. At the moment, the effect of the stay allows everything to remain status quo. This means that all resolutions that was passed in the meeting remains as such until the Court of Appeal says otherwise," he added.

Van Buerle, 55 was among a group of senior lawyers who had walked out of the AGM to protest the council's decision to proceed with the meeting although the one-fifth quorum had not been met.

Attendance of at least 2,340 lawyers - from a total of 11,700 from Peninsular Malaysia - is said to be required for a quorum. Only 1,152 lawyers attended the March 17 AGM.

This is first time the Bar had taken the stand that section 64 of the LPA does not expressly provide for a quorum of one-fifth of the members of the Bar to be present at an AGM.

In previous years, a lack of quorum would have meant calling for a subsequent meeting, but this, said the Bar, came with an additional cost of postponing the original meeting and arranging for a new one.

In his 17-page judgment that he had read out in court, Raus said he was unable to subscribe to the Bar's contention that the quorum requirement was applicable to general meetings but not to the AGM.

"I am of the view that the term general meeting of the Malaysia Bar refers to both annual general meeting under Section 64 and the general meeting under section 65. The fact that the meeting is termed as annual general meeting does not make it any less a general meeting," he said.

He added that although section 64 is silent on the quorum requirement, it does not automatically support the contention that quorum is unnecessary for the Bar's AGM.

"This is because section 64 is not self dependent or self contained. It cannot be interpreted in isolation of section 65 and section 67. This view is supported by the fact that all three sections fall under the general heading which reads General Meeting of the Malaysian Bar ."

Absurd argument

He also expressed his difficulties in seeing the rationale and logic of the Bar's argument that Parliament must have intended to exclude the quorum requirement for the Bar's AGM.

"To my mind, to construe section 64, giving it a literal construction, and there saying there is no quorum requirement for an AGM of the Bar, will lead to absurdity.

"Surely it could not have been the intention of Parliament when amending the LPA by increasing the quorum to one-fifth of the total number of the Malaysian bar to limit its application only to the general meetings of the Malaysian Bar," he said.

He believed that no specific mention of the quorum for the Malaysian Bar's AGM - as opposed to state Bar AGMs- was because the words "general meeting" are used generically for all general meetings including AGMs.

He therefore concluded that the quorum requirement applies to all general meetings stated in sections 65, 66 and 67 of the LPA.

Van Buerle was represented by Zainur and V Arivanandan while senior lawyers Sulaiman Abdullah, Tommy Thomas, Cecil Abraham and Robert Lazar acted for the Bar.