Women's Welfare Club, Western District, Hong Kong v. Jue Wai Fung Margaret and Others

HCMP 234/2026

[2026] HKCFI 5717

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 234 OF 2026

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BETWEEN

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DECISION

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APPLICATIONS

1.There are two applications before this Court. There is a summons for amendments (“Summons for Amendments”) dated 6 May 2026. It seeks, first, to re-amend the Amended Originating Summons issued on the 10 February 2026 (“the Amended OS”), secondly, it seeks to amend the Summons for interim injunction issued on the 11 February 2026 (“the Summons”) and the Draft Order attached.

2.After hearing submissions from counsel, I made an order in terms of the Summons for Amendments. The proposed amendments to the Amended OS and the Summons are required to cater for injunctive reliefs extending to cover the 37^th Committee elected in an adjourned annual general meeting (全體會員大會(續會)) held on the 19 March 2026 (“the March Adjourned AGM”) called by what the Plaintiff regards as the defunct and invalid 36^th Committee led by the 1^st to 8^th Defendants. The validity of the March Adjourned AGM is in dispute.

3.I am of the view that the Summons for Amendments should be granted as Mr Tam for the Defendants rightly pointed out, without the amendments, the relief sought under the Summons would be mostly academic or otiose. The Court’s duty is to resolve substantial disputes and not academic issues. Mr Tam for the Defendants argued that the Summons for Amendments was taken out late. I disagree.

4.This case involves a dispute between, as what Mr Chiu for the Plaintiff submitted, two camps of members of Women’s Welfare Club, Western District, Hong Kong (the “Club”). The Defendants are in one camp. For ease of reference only, I will call them the Defendants’ camp. The group of 10 members who now represent the Plaintiff is, just for ease of reference only, Ms Siu’s camp.

5.In the call-over hearing on 20 February 2026 before Deputy High Court Judge Johnathan Chang S C, the learned judge issued an interim injunction against an earlier attempt to call for an adjourned AGM by the Defendants’ camp to be held on 23 February 2026.

6.After the order was made, Ms. Siu’s camp was informed indirectly that the Defendants’ camp caused the (defunct) 36^th Committee to convene the March Resumed AGM.

7.As the interim injunction was adjourned to 14 May 2026 before this Court, and none of the members in Ms. Siu’s camp were served with the relevant notice, they could not have participated in the March Resumed AGM. Further, members of Ms Siu’s Camp were expelled from the Club by an earlier resolution passed by the defunct 36^th Committee on 29^th January 2026 (“the Removal Meeting”). The legality of such removal is under challenge.

8.As a result, the Plaintiff received for the first time the minutes of the March Resumed AGM on 17 April 2026. It was revealed on the second page of the minutes that a total of 17 members were elected to the March 37^th Committee (the “March 37^th Committee”).

9.In such circumstances, I am of the view that the relief sought in both the Amended OS and the Summons, to be effective, should be extended to cover the March 37^th Committee by the subsequent events created by the Defendants. There is no prejudice to them.

10.I am also of the view that there is no delay on the part of the Plaintiff to take out the Summons for Amendments. Accordingly, I made an order in terms of the Summons for Amendments.

11.Mr Chiu for the Plaintiff informed this Court that the Plaintiff does not seek to join the additional 9 members in the March 37^th Committee as defendants in these proceedings although technically it could. There are two reasons. First, enquiry of the Plaintiff reveals that at least 3 members never gave their consent as candidates (namely, (i) the Senior Mrs Siu, (ii) Chan Huen Kiu (陳萱橋) and (iii) Lo Yuen Lai (李盧元麗). Secondly, the saga of the March Adjourned AGM was instigated by the Defendants’ camp. Once an order is made against them, there is no reason to believe that the other members of the March 37^th Committee will not comply with an order from this Court.

12.As to the 9^th Defendant, the Plaintiff submits that on the evidence he has acted beyond merely assisting the Defendants’ camp and should be subject to the injunction with proposed amendments.

13.Accordingly, the only remaining application for this Court to deal with is the Summons as amended. The key issue is whether the Defendants are properly elected and/or appointed to their respective position and can continue to be held out to be so.

MATERIAL FACTS

14.The Plaintiff is a company limited by guarantee. It was incorporated in 1958 under the Companies Ordinance, Cap 32, and is a charitable organization in receipt of subventions from the Social Welfare Department and the Education Department for its work. The word “limited” is exempted from its name by a licence from the Companies Registrar. The word “Committee” is defined in Article 1 of the Articles of Association of the Plaintiff (“the AA”) as meaning “the Committee of the Company hereby constituted in accordance with Articles 37 to 39, and each member of the Committee shall be deemed to be a ‘director’ of the Company for the purpose of the Companies Ordinance.”

15.By Article 3, the Model Articles in the third Schedule of the Companies (Model Articles) Notice (Cap 622H) shall not apply to the Plaintiff. Subject to the provisions in the Companies Ordinance, Cap 622 (“the Ordinance”), therefore, the AA is a free-standing set of regulations of the Plaintiff.

16.The following articles of the AA of the Club are relevant:

(1) The Article 23 reads: “An annual general meeting of the Company shall be called by notice of at least twenty-one (21) days. All other general meetings shall be called by fourteen (14) days’ notice at the least specifying the place, the day and the hour of meeting ….

For the purpose of these Articles, “days” shall be exclusive of the day on which the notice is served or deemed to be served and exclusive of the day for which notice is given.”

(2) Article 30 reads: “The chairman of the meeting may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and form place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for ten (10) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted in an adjourned meeting.”

(3) Article 37 reads, “Members of the Committee shall be elected by the members of the Company at every alternate annual general meeting. The business of the Company shall be managed by the Committee … and may exercise all such powers of the Company as are not by the Companies Ordinance, or by these Articles, required to be exercised by the Company in general meeting, subject nevertheless to any regulations of these Articles, to the provision of the Companies ordnance, and to such regulations, being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by the Company in general meeting…”

(4) Article 38 reads: “Unless otherwise determined by a general meeting, the Committee shall consist of no more than forty-nine (49) members or less than fifteen (15) members.”

(5) Article 49 reads, “A member of the Committee duly appointed by ordinary resolution of the Company shall hold office for a term of two (2) years.” (emphasis added)

(6) Article 63 reads, “All acts done by any meeting of the Committee…or by any person acting as a Committee ... shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such member(s) of the Committee…or persons acting as aforesaid, or that they or any of them were disqualified, as valid as if every such person had been duly appointed and was qualified to be a Committee … member…”.

The AGM dated 18 December 2025

17.By a notice issued by Mrs Lo (then acting chairperson) dated 26 November 2025, an annual general meeting was convened to be held on 18 December 2025 to elect the 37^th Committee because the term of the 36^th Committee was due to expire on 31^st December 2025.

18.It is common ground that for reasons this Court needs not inquire into at this stage, Mrs Lo (the Chairperson of the meeting) left the venue of the meeting without declaring that it was adjourned. No election of the 37^th Committee was held as a result.

19.In Mrs Lo’s bilingual letter to all members dated 23 December 2025 she regarded the 18 December 2025 AGM as “dissolved” (流會), not adjourned. She further stated in her letter dated 27 December 2025 and her then solicitors’ letter (Ernest Li & Co) dated 15 January 2026 that she did not adjourn the AGM. The minutes of the 18 December 2025 AGM signed by Mrs Lo do not record that there was an adjournment either.

20.I am of the view that the AGM dated 18 December 2025 was not adjourned, by conduct or otherwise. Article 30 of the AA governs the requirements to be attended to if the chairman of the AGM decided to adjourn the same. He or she has to obtain the consent of the meeting. A new date and place should be set for an adjourned meeting. When a meeting is adjourned for ten (10) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. First, there is no evidence of any consent being obtained to adjourn the meeting. Secondly and fundamentally, there was no decision or announcement of any decision to adjourn the meeting. Thirdly, I also note that Mrs Lo in various correspondence did not subscribe to her subsequent view that the AGM had been adjourned.

21.Ms. Siu’s camp, under the belief, which turns out to be wrong, that the AGM was adjourned, caused a notice to be issued on 22 December 2025 to convene an emergency committee meeting on 23 December 2025.

22.The emergency committee meeting then gave notice for the extended AGM to be held on 27 December 2025 under Article 30.

23.On 27 December 2025 in the extended AGM, a 37^th Committee (“the December 37^th Committee”) was elected.

24.Mrs Lo’s camp believed that the calling of the emergency meeting on 23 December was too rush and hoped to amend it (希望修改) to 29 December 2025 at 11 am.

25.Ms. Siu’s camp accept that the extended AGM held on the 27 December 2025 was invalid on the basis that the notice given (2 days) was too short due to the inapplicability of Article 30. Article 30 does not apply because both sides have since January 2026 accepted that Mrs Lo did not announce an adjournment of the 18 December 2025 AGM, which in her own words, was dissolved (流會).

26.Critically, in a 36^th Committee meeting held on 29 December 2025 in a committee attended only by the 1^st to 8^th Defendants as committee members and the 9^th Defendant, it was unanimously resolved that “由於2025年12月18日未能成功選出第37屆執行委員，所以現動議暫時保留第36屆執委會繼續留任安排，直到新一屆選舉有結果。” (Translated as: As the 37^th Executive Committee was not successfully elected on 18 December 2025, a motion is hereby proposed to temporarily retain the 36^th Executive Committee to continue serving until the new election results.) This motion was passed unanimously by the 1^st and 8^th Defendants in the meeting.

27.An earlier unofficial version was circulated to Ms. Siu's camp which bears similar but different wordings, which are “為免本會管理及權力真空，留任第卅十六屆執委及義務律師直至選出第卅七屆執委為止。”(Translated as: “In order to prevent a management and power vacuum of the Club, the 36th Executive Committee and the pro bono Legal Advisors shall remain in office until the 37th Executive Committee is elected.)

28.In the same meeting (in both versions) it was also resolved to hold another election after seeking legal opinion, and the AGM was temporally fixed on 20^th January 2026.

29.Mr Chiu for the Plaintiff submits that the resolution to hold a meeting was only a provisional one as it was subject to legal advice. This can only mean that the holding of a general meeting was contemplated but undecided. This is particularly so in the wording of the earlier version of the committee meeting records.

30.On 9 January 2026, after Ms Siu’s camp reached consensus to accept the legal advice given, they caused a notice (“the Section 569 Notice”) to convene a general meeting pursuant to section 569 of the Companies Ordinance (“the Ordinance’) on the basis that there was then no director of the Plaintiff.

31.The Defendant’s camp treated themselves as the legitimate holders of the committee office and tried to exclude Ms Siu’s camp from the Club altogether. A notice dated 27 January 2026 was issued by the Defendants’ camp to convene a Zoom meeting of the 36^th Committee on the 29 January 2026 with the agenda to, among others, remove Ms Siu’s camp from the List of Members of the Plaintiff.

32.On 3 February 2026, the Section 569 general meeting was convened pursuant to the Section 569 Notice, and the 37^th Committee was elected (“the February 37^th Committee”) with 19 members. The total number of members who personally attended to vote or vote by proxy was 58 or about 47% of the members according to the list of members compiled and relied upon by Ms Siu’s camp.

33.Mr Chiu for the Plaintiff submits that in the absence of an interim injunction, the February 37^th Committee is still unable to function as it should as experiences show that it could lead to a physical clash and chaos.

34.The Defendants’ camp attempts to hold an adjourned AGM on 23 February 2026. The same was enjoined by the Court chiefly for insufficient notice of meeting, and for those other reasons set out in paragraph 4 of the 3^rd Affidavit of Clement Fan.

35.The Defendants’ camp then held another adjourned AGM on 19 March 2026 “the March Adjourned AGM” in which another 37^th Committee with 17 members were elected including the 1^st to 8^th Defendants (“the March 37^th Committee”).

36.Mr Chiu for the Plaintiff submits that after enquiries were made by Ms Siu’s camp, it was found that 3 members never agreed to become candidates on the March 37^th Committee.

37.Mr Chiu for the Plaintiff also fairly submitted that as a matter of historical record, in 2021 a “2021 Self-Extension Resolution” was also passed by the then 34^th Committed on 27^th May 2021. The reason was that the December 2020 AGM, which was the “alternate annual general meeting” under the AA, could not be held due to Covid restrictions, and due to conflicting legal opinions received, the then 34^th Committee (which term expired on 31^st December 2020) decided to extend its own term until the election of the 35^th Committee. The resolution was subsequently rectified unanimously by the general meeting held on the 17 June 2021.

ANALYSIS AND DETERMINATION

38.At this stage, this Court is not equipped to determine who is right and who is wrong on disputed factual issues. In my view, the single most important issue for the purpose of determining the Summons as amended is whether the resolution passed by the 36^th Committee in the meeting chaired by Mrs Lo and held on 29 December 2025 extending the term of the 36^th Committee until the election of the 37^th Committee (“the 2025 Extension Resolution”) is legally valid.

39.The answer to this issue is dispositive because if it is legally valid, then the Summons as amended should be dismissed. If it is legally invalid, then there is no basis for the Defendants to continue to act as directors of the Club. The election on the March Adjourned AGM cannot cure the defect as the very meeting was called by the Defendants as committee members.

40.The legal principles in relation to an interlocutory injunction is well settled and I do not find it necessary to set out the same again here (See: American Cyanamid v. Ethicon Ltd [1975] AC 396). I also take on board the proposition that where the relief will effectively dispose the claim finally, the Court would require more assurance that the plaintiff is “at least likely to succeed” in the trial.

41.Mimmie Chan J in Brave Venture Ltd v Xinhua New Medial Holdings Ltd [2017] 5 HKLRD 153, in §20 said:

“It is not disputed that in seeking the injunctive relief sought, the Plaintiff has the onus of establishing a serious issue to be tried, and where the nature and extent of the interim relief sought is such that the relief will effectively dispose finally of the claim, the Plaintiff has a higher evidential burden in proving the merits of its case, that it is “at least likely to succeed at trial” (Sunlink International Holdings Ltd v Wong Shu Wing [2010] 5 HKLRD 653; Sim Kon Fah v JBPB & Co [2011] 4 HKLRD 45). Where a mandatory injunction is sought, as in this case, the Plaintiff is required to show “a strong prima facie case” and the Court must have “a high degree of assurance” that at trial, it will appear that the injunction was rightly granted (para 29/1/29 HK Civil Procedure 2017).” (emphasis added)

42.Where the court is satisfied that the defendant has no arguable defence to the plaintiff’s claim, it is unnecessary for the court to consider the balance of convenience before exercising its discretion to grant an injunction (See: Manchester Corp v Connolly [1970] Ch 420; Official Custodian for Charities v Mackey [1985] Ch 168; Yeko Trading Ltd v Chow Sai Cheong Tony [2000] 2 HKC 612).

43.Having considered the parties’ submissions including both counsel’s detailed written submissions, I am of the view that there is simply no power on the part of the committee members to extend their own tenure without approval of members in general meeting. A committee member’s term of office is two years as provided by Article 49. It is also not disputed that the term of the 36^th Committee expired on 31 December 2025 such that after that date the mandate to hold the office ceased. There are no provisions in the AA which caters for the situation where no new committee members were elected after the expiry of the terms of appointment of the previous committee members.

44.Hence, I am of the view that there was no authority for the 36^th Committee to act as a committee after 31 December 2025. (See: Tyne Mutual Steamship Insurance Association v. Peter Brown and others 74 LT 283). There is a vital distinction between an appointment in which there is a defect or, in other words, a defective appointment, and no appointment at all. (See: Morris v. Kanssen and others [1946] AC 459)

45.More fundamentally, I do not see how can a committee member extend his or her own tenure of appointment? There is simply no power to do so.

46.Mr Tam for the Defendants rely on the irregularity principle. However, I am of the view that the same has no application here. There are no procedural defects. It is not a matter of procedural rectification.

47.Under the AA, only members of the Plaintiff in an “alternate annual general meeting” may appoint committee members. Appointing committee members is clearly a matter within the prerogative of the members of the Club.

48.Secondly, I agree that after 31 December 2025, the 36^th Committee simply did not have the power to issue notice to convene a general meeting of the Club.

49.Thirdly, as to the need to prevent a power vacuum, I am of the view that such power vacuum was not envisaged to exist if the 18 December AGM was properly adjourned and held before 31 December 2025. In any event, I am of the view that, if necessary, proper application can be made to court for a proper general meeting to be convened and new committee members to be elected as soon as possible. There is no power to entrench the incumbent committee members with terms of appointment in breach of the AA of the Club.

50.Fourthly, Mr Tam for the Defendants relies on the case of before leaving WHC Limited v Hong Kong Wine chamber of Commerce Ltd HCMP 758 of 2019, per Coleman J (as he then was). The facts of the case are basically there was a dispute about the lists of members entitled to vote in a general meeting which elected a new executive committee (“the new EC”). At the end the Court set aside the election of the new EC and directed another general meeting to be held, but in the interim the old EC was treated as the current EC pending the election outcome of a court appointed general meeting. See paragraphs 109, 110 and 113 of the judgment.

51.However, the WHC Limited case is different from the Plaintiff’s situation. In that case Articles 20 and 22 provided that other than until the close of the Company’s second AGM, the term of the EC shall be for three years, the term of the EC was for 3 years. This conflicted with Article 37 (ii) which provided that the duty of the AGM was to elect the new EC for the ensuing year. This was a clear conflict because by the time of next AGM which was to elect the new EC (within 15 months of each other: see para 109 of the judgment), the term of the old EC last elected would still not have expired. This did not create a problem in that case because the court accepted that the practice has been for the company to follow the election in each AGM of a new EC under Article 37 (a)(ii): see paragraph 9 and 10 of the judgment. The result was that as each new EC was elected in the AGM, the old EC would retire notwithstanding the 3 years term had not expired.

52.It logically followed from that practice accepted by both sides that when the Court held that the election of a new EC was invalid by the way it was conducted and set aside the resolution, there was a failure to conduct the AGM business, and no new EC emerged in place of the old EC, hence the old EC would continue as the current EC.

53.In the present case the two years term of the committee in Article 49 has always adhered to. There is no constitutional conflict in the AA of the Plaintiff as in the WHC Ltd case and the practice of the parties have been to follow Articles 37 and 49 throughout except for the period of Covid in 2020 and 2021.

54.In any event, each case depends on its own facts. I do not find it persuasive that the constitutional document of the Club can be by passed and a committee member can cloth himself or herself with power to extend his or her own terms. If that be the case, there will be no end of a committee member’s tenure which cannot be correct.

55.Thus, I am also of the view that all the acts after 31 December 2025 by the 36^th Committee are invalid. It would also follow that the meetings to remove Ms Siu’s camp, to convene the March adjourned AGM and the election of the March 37^th Committee are also invalid.

56.Fifthly, in relation to the reliance on the 2021 Extension Resolution, I am of the view that two wrongs cannot make one right. In any event, it was rectified by a unanimous vote in the general meeting held on the 17 June 2021. There is no evidence before this Court that the 2025 Extension Resolution has been properly rectified.

57.As a result of the analysis above, I do not find it necessary to deal with the other issues.

58.Sixthly, as the Defendants have not advanced any arguable defence in law, I do not find it necessary to consider the issue of balance of convenience.

59.Finally, as to the adequacy of undertaking as to damages, I am of the view that given the nature of the Club and the absence of evidence as to what damages are to be incurred, I do not see this as an impediment to the injunction prayed for by the Plaintiff against the 1^st to the 8^th Defendant.

60.As far as the position of the 9^th Defendant is concerned, again, I do not find is necessary to determine the rights and wrongs of the allegations against the 9^th Defendant at this stage. Those are factual allegations that this Court is not equipped and should not determine on paper. I am of the view that the proper course is for a properly elected committee to determine whether the 9^th Defendant should still be employed by the Club and if so in what capacity.

61.Further, I am of the view that as a result of this judgment, it is unlikely that the 9^th Defendant will step out of his proper job duties and to act partially and improperly. Accordingly, there is no necessity to grant the injunction requested against the 9^th Defendant.

DISPOSITION

62.For all the reasons stated above, I grant an interlocutory injunction against the 1^st to the 8^th Defendants on terms as set out in the Summons as amended. The application for an interlocutory injunction against the 9^th Defendant is dismissed. I also grant a general liberty to apply to the parties if there are any matters which clarification and further directions from this Court is required.

63.I also make a costs order nisi that the 1^st to the 8^th Defendants are to pay the costs of and occasioned by the Summons as amended to the Plaintiff, to be taxed on a party to party basis if no agreement can be reached. The 9^th Defendant’s costs are to be paid by the Plaintiff, again to be taxed on a party to party basis if no agreement can be reached. This costs order nisi will be made absolute within 14 days herein unless an application is take out the vary the same with the 14-day period.

64.Finally, I thank counsel for their helpful assistance.

Mr Simon CHIU, instructed by K B Chau & Co, for the Plaintiff

Mr Jeffrey TAM, instructed by Ho Kan Lawyers, for the 1^st to 9^th Defendants