The Malaysian Bar has maintained its stand that the one-fifth quorum is not required by law for annual general meeting (AGM), but only for general meetings.

In submissions against a Kuala Lumpur High Court ruling which declared the Malaysian Bar's 59th AGM null and void due to the absence of quorum, counsel Sulaiman Abdullah urged the Court of Appeal to consider the structure and purpose of the Legal Profession Act (LPA) in some detail.

He pointed out that the legislation is "an Act to consolidate the law relating to the legal profession in Malaysia".

"What Parliament envisages is the continuous and uninterrupted performance of the Malaysian Bar's statutory duties and function as provided under the LPA. It is not the intention of Parliament that all its statutory duties must come to an end," he said.

"Accordingly, it would not have been a Parliament's intention to impose the one-fifth quorum requirement for an AGM for the simple reason that - if the one-fifth quorum is not present - the AGM of the Malaysian Bar cannot proceed and the office bearers and Bar Council could not take office, thereby preventing its statutory obligation."

'Factually impossible'

As Sulaiman submitted before the panel comprising Justices Denis Ong, Abdul Aziz Mohamad and James Foong, he was asked how many members would constitute a meeting in the event that a quorum is not needed.

"No meeting can be conducted with one person," he replied.

His answer prompted Abdul Aziz to say: "So two members can constitute an AGM..."

Responded Sulaiman: "That is factually impossible and stretching (it) to the extreme because at least 36 (Bar Council) members will be present (at the meeting)... but yes, two members can constitute a meeting."

On May 27, the High Court allowed an application by a senior lawyer Louise Edward Van Buerle who took the Bar Council to task for contravening the quorum requirement stated in section 64 of the LPA.

Declaring that the quorum was a legal necessity, Justice Raus Sharif ruled that the AGM held on March 19 was "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".

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.

In his submissions today, Sulaiman also argued that the High Court had erred when it failed to make the distinction between an AGM and a general meeting.

"The judge erred is failing to acknowledge that the intention of Parliament under regard to the provision for an AGM is patently clear, namely, that the statutory meeting must be held before April 1 of each year for consideration of the annual reports and accounting, and at the conclusion of the AGM, the outgoing members."

The hearing of the appeal continues on Thursday.

Sulaiman represented the Bar together with Cecil Abraham, Tommy Thomas and Robert Lazar while Van Buerle was represented by Zainur Zakaria and V Arivanandan.