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[2026] NSWSC 986
Supreme Court of NSW
2026-08-20
Brereton J
Original judgment source is linked above.
Source: NSW Caselaw (www.caselaw.nsw.gov.au). Converted to plain text by ZoeLaw. Not the official version.
Medium Neutral Citation: Shehata v Elhgar [2026] NSWSC 986
Hearing dates: 9 – 12, 16 June 2026
Date of orders: 20 August 2026
Decision date: 20 August 2026
Jurisdiction: Equity - Corporations List
Before: Brereton J
Decision: Parties to provide proposed orders to give effect to these reasons
Catchwords: ASSOCIATIONS AND CLUBS – incorporated associations – where governance dispute within incorporated association as to duly appointed committee – whether purported adoption of replacement constitution valid – whether requisition for special general meeting valid – whether special and annual general meetings valid – where orders to be made for a mechanism to be put into place for the election of committee members
Legislation Cited: Associations Incorporation Act 2009 (NSW)
Electronic Transactions Act 1999 (Cth)
Electronic Transactions Act 2000 (NSW)
Fair Trading Act 1987 (NSW)
Solicitors Act 1932 (UK)
Cases Cited: Cambodian Buddhist Society of NSW v Meng Eang Thai [2017] NSWSC 1433
Dehsabzi v Afghan Community Support Association of NSW Inc [2020] NSWSC 899
Director of Public Prosecutions v Currie; Director of Public Prosecutions v Daniels (a pseudonym) (2021) 65 VR 61; [2021] VSCA 272
Goodman v J Eban Ltd [1954] 1 QB 550
Kation Pty Ltd v Lamru Pty Ltd [2011] NSWSC 219
Khan v Khan; Re Islamic Association Western Suburbs Sydney Inc [2015] NSWSC 638
Lianos v Order of AHEPA NSW Inc [2020] NSWCA 193
London County Council v Agricultural Food Products Ltd [1955] 2 QB 218
Re M; Application for Parentage Order [2023] NSWSC 531
Sengthong v Lao Buddhist Society of NSW Incorporated [2016] NSWSC 1408
Texts Cited: N.A.
Category: Principal judgment
Parties: Mohsen Shehata (first plaintiff)
Rafat Abdalla (second plaintiff)
Ibrahim Fouda (third plaintiff)
Mohamed Khattab (fourth plaintiff)
Hasan El Hamzawy (fifth plaintiff)
Shawky Elhgar (first defendant)
The Islamic Egyptian Society of NSW Incorporated (second defendant)
Representation: Counsel:
J Tsang / J Abednego (plaintiffs)
S Elhgar (first defendant) (self-represented)
No other appearances
Solicitors:
N.A. Lawyers (plaintiffs)
File Number(s): 2025/320046
Publication restriction: N.A.
These proceedings concern the governance of the Islamic Egyptian Society of NSW Incorporated (the Association). The Association is the second defendant. The plaintiffs contend that they are the duly appointed members of the Association’s committee.
The first defendant, Mr Shawky Elhgar, alleges that he called and conducted a special general meeting of the Association, which was held on 24 January 2025. He contends that at that meeting, the Association resolved to replace the 2019 constitution. He contends that at an annual general meeting of the Association held on 27 February 2025, he and other persons were duly appointed as the committee members of the Association.
Since 27 February 2025, the Association has had two groups of people who each claim to be the true members of the Association’s committee. That cannot be sustained.
The plaintiffs contend that all of the steps taken by Mr Elhgar by which he and his fellow committee members came to be appointed, including the replacement of the 2019 constitution, are invalid. They contend that the group of persons led by Mr Elhgar have had no authority to take any steps as the committee of the Association, because their appointment is invalid.
The plaintiffs seek declaratory relief by which the steps purportedly undertaken at the instigation of Mr Elhgar are declared to be invalid. The plaintiffs have established an entitlement to that relief.
The plaintiffs also seek declaratory relief that confirms the validity of their appointment as members of the Association’s committee. I am not prepared to grant that relief. As a fallback, they sought orders by which an independent mechanism is to be put into place to enable an election of committee members to take place. I am persuaded that orders of this kind should be made, but the precise form of orders will need to be the subject of some further consideration by the parties and, if not agreed, further submissions.
Starting in about June 2024, there was discussion among some of the members of the Association (including various of the plaintiffs and Mr Elhgar) that the 2019 constitution should be updated. There were meetings to discuss a new constitution in June and July 2024. A document came to be produced, which has been referred to as the 2024 constitution.
At various times, Mr Elhgar has asserted that the 2024 constitution was ratified by the members of the Association at a meeting held on 13 July 2024. For the following reasons, it is clear that the 2024 constitution did not replace the 2019 constitution at a meeting on 13 July 2024.
In order for the 2019 constitution to be changed, it was necessary to comply with requirements of the Associations Incorporation Act 2009 (NSW) (the Act) and the 2019 constitution. Most relevantly:
s 10 of the Act provides that an application may be made to the Secretary [the Commissioner for Fair Trading, Department of Customer Service] to register a change in the Association’s constitution, and that an application must include a copy of the special resolution by which the Association has approved the change;
s 39 provides that a special resolution is passed only if 21 days’ notice of a meeting is given to members and the resolution is supported by at least three-quarters of the votes cast at the meeting; and
s 14 provides that a change of the constitution only takes effect when that change is registered.
The evidence does not establish that a special resolution was passed on 13 July 2024 to apply for registration of a change to the Association’s constitution. There is no evidence to support the conclusion that the notice requirements were satisfied. The minutes of the meeting do not include a resolution to apply for registration of a change to the Association’s constitution. It appears that an Arabic version of the draft 2024 constitution was circulated at the meeting. The second plaintiff, Mr Rafat Abdalla, gave unchallenged evidence that it was agreed at the meeting that the draft version of the 2024 constitution that existed at that time would be provided to a lawyer for review and that it was contemplated that, following that review, the proposed new constitution would be put to the members of the Association at a special general meeting. No steps were taken immediately following the meeting to register any changes to the 2019 constitution.
The five plaintiffs contend that an annual general meeting of the Association was conducted on 16 November 2024. They contend that at the meeting, they and four others were elected to form the committee of the Association. This contention is supported by minutes of the meeting.
Mr Elhgar contends that the meeting was invalid. He contends that there is no evidence that there was voting of committee members one by one; rather, there was collective voting. That contention is contradicted by the minutes, which state that “each candidate was voted on individually”. Mr Elhgar also contends that the meeting “did not meet the constitution requirements part 4 (2.b) and fair trade act 28”. This contention is unclear. It is not clear which provision of which constitution is relied upon. It does not appear that Mr Elhgar could have intended to refer to s 28 of the Fair Trading Act 1987 (NSW), because that section is irrelevant to determining the validity of the procedures undertaken at the annual general meeting of the Association. Nor does s 28 of the Act take things any further. Mr Elhgar also contends that there is no evidence supporting the conclusion that there was a quorum or evidence to establish who attended the meeting. The minutes refer to an attachment that identifies the attendees. The attachment is not in evidence.
The plaintiffs have not led detailed evidence to establish that the annual general meeting was properly convened or that resolutions were made in conformity with the 2019 constitution. But nor has Mr Elhgar established the contrary. The evidentiary position is less than fulsome.
The plaintiffs further contend that a committee meeting was held on 23 November 2024, and that at that meeting the first plaintiff (Mr Mohsen Shehata) was elected as Secretary, Mr Abdalla was elected President, the third plaintiff (Mr Ibrahim Fouda) was elected Treasurer, the fourth plaintiff (Mr Mohamed Khattab) was elected Social Secretary, and that Mr Khaled Ali was elected Public Officer. The fifth plaintiff (Mr Hasan El Hamzawy) was not elected to any office on the committee.
Mr Elhgar contends that this meeting was invalid. If the annual general meeting was invalid, then the meeting held on 23 November 2024 would be of no effect because the participants would not be validly appointed committee members. Mr Elhgar also points out that the minutes refer to a “proposed resolution” not a “resolution”, and there is no evidence that there was a resolution passed at the meeting. The minutes do refer to a “proposed resolution” concerning the committee office positions. But they also indicate that the proposed resolution was moved by Mr Shahata and was passed. That is evidence that a resolution was proposed and that it was passed, thus becoming a resolution of the committee.
On 19 December 2024, Mr Elhgar sent a message via WhatsApp to Mr Shehata as “chairman” of the Association by which he requested that a special general meeting be held in order to conduct a “referendum” on the “2024 constitution”. It contemplated a vote to replace the 2019 constitution with the 2024 constitution. The message states that the 2024 constitution had been reviewed by a lawyer and was ready to be placed before the members. The Whatsapp message sent by Mr Elhgar called for a meeting to be held at 7pm on 18 January 2025. The message listed the names of 15 persons, including Mr Elhgar, under a heading “Member Applicants”.
The 19 December 2024 requisition presupposed that the 2019 constitution was the governing constitution. Part 5.3 of the 2019 constitution provided as follows:
(1) The committee may, whenever it thinks fit, convene a special general meeting of the association.
(2) The committee must, on the requisition of at least 5% of the total number of members, convene a special general meeting of the association.
(3) A requisition of members for a special general meeting:
(a) Must be in writing, and
(b) Must state the purpose or purposes of the meeting, and
(c) Must be signed by the members making the requisition, and
(d) Must be lodged with the secretary, and
(e) May consist of several documents in a similar form, each signed by one or more of the members making the requisition.
(4) If the committee fails to convene a special general meeting to be held within 1 month after the date on which a requisition of members for the meeting is lodged with the secretary, any one or more of the members who made the requisition may convene a special general meeting to be held not later than 3 months after that date.
(5) A special general meeting convened by a member or members as referred to in subclause (4) must be convened as nearly as is practicable in the same manner as general meetings are convened by the committee.
(6) For the purposes of subclause (3):
(a) A requisition may be in electronic form, and
(b) A signature may be transmitted, and a requisition may be lodged, by electronic means.
The plaintiffs contend that the requisition was invalid, principally because it was not signed by the members making the application.
Mr Elhgar gave evidence that the persons listed “signed verbally”. I understood him to mean that the named persons had spoken to Mr Elhgar and had agreed orally for their names to be listed on the requisition. That evidence was hearsay. Apart from Mr Hisham Refaat and Mr Elhgar himself, there was no evidence from the persons whose names appear on the purported requisition. Mr Elhgar adduced evidence from Mr Refaat, who is one of the named members, but not about whether he gave Mr Elhgar authority to place his name on the requisition.
A question arises about what is required to “sign” a document, within the meaning of the 2019 constitution. Various cases have considered what is meant by signing a document.
In Goodman v J Eban Ld [1954] 1 QB 550, the Court of Appeal considered whether a solicitor had “signed” a bill of costs, as required by the Solicitors Act 1932 (UK), when he applied a rubber stamp that produced a facsimile of his handwritten signature. A majority (Evershed MR and Romer LJ; Denning LJ dissenting) accepted that the bill of costs had been signed in that fashion. That conclusion was reached with some apparent reservation and was based on previous authority on the point. Although in dissent, the following observations by Denning LJ have been cited approvingly in later cases (at 561):
In modern English usage, when a document is required to be “signed by” someone, that means that he must write his name with his own hand upon it. It is said that he can in law “sign” the document by using a rubber stamp with a facsimile signature. I do not think that this is correct, at any rate, not in the case of a solicitor's bill. Suppose that he were to type his name; or suppose that he were to use a rubber stamp with his name printed on it in block letters? No one would then suggest that he had signed the document. Then how does the facsimile help it? Only by making it look as if he had signed it, when in fact he has not done so. It is the verisimilitude of his signature, but it is not his signature in fact.
If a man cannot write his own name, then he can “sign” the document by making his mark, which is usually the sign of a cross: but in that case, he must write the mark himself, and not use a typewriter, or rubber stamp, or even a seal.
The virtue of a signature lies in the fact that no two persons write exactly alike, and so it carries on the face of it a guarantee that the person who signs his given his personal attention to the document. A rubber stamp carries with it no such guarantee: because it can be affixed by anyone. The affixing of it depends on the internal office arrangements with which the recipient has nothing to do. This is such common knowledge that a “rubber stamp” is contemptuously used to denote the thoughtless impress of an automaton, in contrast to the reasoned attention of a sensible person.
Goodman v J Eban reveals that the requirement that something be “signed” has no fixed and universal meaning. The meaning will depend on the proper construction of the relevant statute or contract. In each case, attention must be paid to the purpose of the requirement for a signature.
In London County Council v Agricultural Food Products Ltd [1955] 2 QB 218, the Court of Appeal was concerned with a tenancy agreement that required a written notice “signed by the valuer to the council”. In that case, the landlords served notices to quit. The notices bore the name of the valuer to the council as signatory, but his name was written by an assistant valuer. The notice did not reveal that the signature was by proxy. The members of the Court accepted that the notice could be signed by proxy. The case was remitted for a new trial to give the council an opportunity to prove that the person who signed the notice had the requisite authority to do so.
In that case, Denning LJ observed (at 222, footnote omitted):
In the ordinary way, when a formal document is required to be “signed” by a person, it can only be done by that person himself writing his own name upon it, or affixing his own signature upon it with his own hand, sec Goodman v. J. Eban Ld; but there are some cases where a man is allowed to sign by the hand of another who writes his name for him. Such a signature is called a signature by procuration, by proxy, “per pro.,” or more shortly “p.p.” All of these expressions are derived from the latin “per procurationem,” which means by the action of another. A simple illustration is when a man has broken his arm and cannot write his own name. In that case he can get someone else to write his name for him; but the one who does the writing should add the letters “p.p.” to show that it is done by proxy, followed by his initials to indicate who he is.
Romer LJ held (at 223-224, footnotes omitted):
It is established, in my judgment, as a general proposition that at common law a person sufficiently “signs” a document if it is signed in his name and with his authority by somebody else; and in such case the agent's signature is treated as being that of his principal. That this is so was recognized by Blackburn J. in Reg. v. Kent Justices; by Lord Esher in Reg. v. Cowper, and by the Divisional Court in France v. Dutton. The definition of “signature” in Stroud's Judicial Dictionary is also in conformity with the principle.
On the other hand if, by some rule of law, or by statute, a document has to be personally signed the duty of signing cannot be delegated to a third person (cf. In re Prince Blucher; and the same result would follow if two parties agree that any document which one of them may serve upon the other under and by virtue of their contract is to bear his personal signature.
See also Parker LJ at 225ff, who remarked that there was much to be said for the observations made by Denning LJ in Goodman v J Eban Ld (see above).
The principle of “authenticated signature fiction” evidenced in cases such as Leeman v Stocks [1951] Ch 941 appears to be that where a person’s name or initial is written on or printed on a document, whether it is at the beginning, end or in the body of the document, that name or initial may be treated as the person’s signature if the person or his agent has expressly, or impliedly represented, that the name can be treated as a signature so as to give what has been called “authenticated expression to the contract”.
I do not consider that the “authenticated signature fiction” should be extended beyond the kind of documents which were in issue in the cases to which I have referred above, generally contractual documents, to apply to a requisition to convene a general meeting of a company or an incorporated association. In the latter context, the existence of a handwritten signature will be important in allowing a company or incorporated association to verify that the requisitionist in fact supports the convening of the meeting, which would otherwise not be apparent from a printed list of names, where the company or incorporated association would ordinarily not have ready access to any authority given by the persons identified by printed names for the application of their names.
This decision also serves to illustrate the importance of giving consideration to the function served by a particular contractual or statutory requirement that there be a signature. The plaintiffs placed considerable weight on this decision.
Many of the cases that consider what is required in order to sign a document pre-date the digital world. New technology will no doubt produce some challenges in the application of old principles. Those challenges will have to be addressed and met by reference to specific cases.
In the context of statutory requirements , there is legislation that assists. For example, s 9 of the Electronic Transaction**s Act 2000 (NSW) relevantly provides:
(1) If, under a law of this jurisdiction, the signature of a person is required, that requirement is taken to have been met in relation to an electronic communication if—
(a) a method is used to identify the person and to indicate the person’s intention in respect of the information communicated, and
(b) the method used was either—
(i) as reliable as appropriate for the purpose for which the electronic communication was generated or communicated, in the light of all the circumstances, including any relevant agreement, or
(ii) proven in fact to have fulfilled the functions described in paragraph (a), by itself or together with further evidence, and
(c) the person to whom the signature is required to be given consents to that requirement being met by way of the use of the method mentioned in paragraph (a).
(2) This section does not affect the operation of any other law of this jurisdiction that makes provision for or in relation to requiring—
(a) an electronic communication to contain an electronic signature (however described), or
(b) an electronic communication to contain a unique identification in an electronic form, or
(c) a particular method to be used in relation to an electronic communication to identify the originator of the communication and to indicate the originator’s intention in respect of the information communicated.
See also s 10 of the Electronic Transactions Act 1999 (Cth).
Examples of cases addressing the notion of an electronic signature include Director of Public Prosecutions v Currie; Director of Public Prosecutions v Daniels (a pseudonym) (2021) 65 VR 61; [2021] VSCA 272 and Re M; Application for Parentage Order [2023] NSWSC 531 (Parker J).
Ultimately, it is necessary to construe the 2019 constitution and apply it to the facts of this case. The 2019 constitution gives the members an opportunity to compel the committee to convene a special general meeting. There are strict conditions, including that the requisition is made by at least 5% of members of the Association. If the conditions are satisfied, the meeting is to be held within one month. The 2019 constitution provides that a requisition “must be signed by the members making the requisition” and that “a signature may be transmitted … by electronic means”.
There are various means by which a person can transmit his or her signature by electronic means. An obvious way is by handwriting a signature, scanning the document and sending it as an attachment to an email. A signature may also be placed on an electronic document, without any resort to paper, in various ways, for example by using a PDF signing tool. The 2019 constitution did not require that there be one document that bears the signature of each requisitionist. It provides that a requisition may consist of several documents signed by one or more members. Thus, it would be possible for each relevant member to sign his or her own form of requisition and lodge it electronically with the Secretary. Those several documents would together form the requisition. There might be room to debate whether a member signs a requisition by typing his or her name on an email that attaches the requisition. It is unnecessary for me to map out all of the ways that a member could sign a requisition in conformity with the 2019 constitution.
There are at least two reasons why the purported requisition of 19 December 2024 was not a valid requisition under the 2019 constitution.
The first reason is that the requirement that the requisition “be signed by the members” is not satisfied merely by Mr Elhgar obtaining oral authority from the members to type their names on the requisition. To sign the requisition, the members were required, at the least, to take some step to apply a mark to authenticate that he or she is a member making the requisition. I would not wholly rule out the possibility, in some circumstances, of a signature by procuration, but that would require more than mere authority to type a name. A requisition compels the committee to take swift action to call a special general meeting. The Secretary should be able to ascertain, without inquiry as to authority, whether the requisition has been made by at least 5% of the members. The Secretary should be able to determine without delay the names of the members who are making the requisition and be able to be satisfied that each of those members has adopted the form of requisition that has been lodged. A list of typed names will not suffice.
On 30 December 2024, Mr Elhgar purported to requisition another special general meeting. The purpose of this meeting was to consider whether to exclude Mr Ali from his position of Public Officer, including because of his alleged failure to correct “money violations related to public funds during his tenure as treasurer”. This requisition suffered the same defects as the purported requisition of 19 December 2024.
The committee that included the plaintiffs met on 10 January 2025. The minutes record that Mr Elhgar had made baseless allegations against Mr Ali (who apparently did not attend the meeting), and assert that Mr Elhgar had done other things that were contrary to the interests of the Association. The committee resolved to suspend Mr Elhgar from the Association for 6 months effective from 18 January 2025, with a right to appeal within 7 days. There was no appeal. Mr Elhgar was asked by the committee to produce evidence to support his allegations against Mr Ali but did not produce anything in response. Mr Elhgar sent an email to Mr Abdulla on 18 January 2025, rejecting the suspension.
By email to Mr Elhgar of 12 January 2025, Mr Shehata asserted that Mr Elhgar had not made a valid requisition for a special general meeting because the requisition had not been properly signed. Mr Elhgar was asked to submit a properly signed requisition.
Where the committee fails to convene a special general meeting to be held within 1 month after the requisition is lodged, part 5.3(4) of the 2019 constitution (set out above) gave to members who made the requisition the right to convene a special general meeting. A meeting of that kind was to be convened as nearly as practicable in the same manner as general meetings are convened by the committee.
On 20 January 2025, Mr Elhgar posted a WhatsApp notice by which he purported to convene a special general meeting, to be held by Zoom on 24 January 2025.
There were two fundamental problems with the step taken by Mr Elhgar to convene the meeting. First, because there was no valid requisition, he had no right to convene a special general meeting. Second, the meeting was convened with inadequate notice. Mr Elhgar sought to convene a special general meeting to have members vote on changing the 2019 constitution. That would require a special resolution. Part 5.4(2) of the 2019 constitution provided that where the business of a general meeting requires a special resolution, at least 21 days’ notice of the meeting must be given to members. Mr Elhgar purported to give just 3 days’ notice by way of a WhatsApp message.
A meeting took place on 24 January 2025. The plaintiffs did not attend. For the reasons I have just outlined, it was not a valid special general meeting.
The persons who met via Zoom on 24 January 2025 purported to pass resolutions to: (1) replace the 2019 constitution with the 2024 constitution; (2) remove Mr Ali as Public Officer; (3) appoint Mr Mohamed Taha as the Public Officer; (4) assign to Mr Taha the task of registering the new constitution; and (5) appoint 27 February 2025 as the date for the next annual general meeting. Given that the meeting was invalid, none of these resolutions was valid.
A further problem with the 24 January 2025 meeting is that the evidence does not establish that the meeting was quorate, even if it was properly convened. Part 5.5(2) of the 2019 constitution specifies that 30 current members are required to constitute a quorum. The minutes of the meeting identify 23 persons as being in attendance, with a further 14 having given their proxy to Mr Taha. Even putting aside the problem of whether a person who has given a proxy is “present”, the evidence indicates that some of the persons listed as being in attendance did not attend.
As I have noted, Mr Elhgar led evidence from Mr Hisham Refaat. He is one of the 23 persons recorded in the minutes as being in attendance at the meeting. So too are his wife and three sons. His evidence was that he attended the meeting by Zoom, but that his wife and sons did not. He understood that it was permissible for him to cast their votes even, at least with respect to his sons, without specific authority from them.
Mr Taha took steps to notify NSW Fair Trading that he was the Public Officer of the Association. NSW Fair Trading confirmed receipt of the notice on 28 January 2025.
Mr Taha also submitted an application dated 2 February 2025 by which he notified NSW Fair Trading that by special general meeting held on 24 January 2025, the Association had resolved to abolish the 2019 constitution and adopt the 2024 constitution. NSW Fair Trading registered the new constitution. In a letter dated 5 February 2025 to Mr Taha, NSW Fair Trading noted that Fair Trading did not review the special resolution to determine whether it met the requirements of the Act and that it relied upon Mr Taha’s certification.
For reasons set out above, the application to have the new constitution registered was improperly made because there was no special general meeting on 24 January 2025. Although registered, the 2024 constitution was not made conformably with the requirements of the 2019 constitution. The registration of the 2024 constitution does not cure the defects that preceded the registration. There may be an issue about whether the 2024 constitution became the operative constitution upon registration and operates until the register is corrected: see Dehsabzi v Afghan Community Support Association of NSW Inc [2020] NSWSC 899 at [23]-[24]. It is unnecessary to determine that issue. That is because I am concerned with the validity of the resolutions. Even if registration of the 2024 constitution has some legal effect, it does not cure any defect in the underlying resolutions.
A meeting was held on 27 February 2025. There is a document that contains an agenda and what appear to be minutes. That document indicates that the meeting purported to be the annual general meeting for 2025. The meeting was chaired by Mr Elhgar. It was conducted by Zoom.
There are two fatal irregularities in the convening and conduct of the meeting.
First, the meeting was purportedly convened at the so-called special general meeting held on 24 January 2025. The steps to convene the meeting were not valid because the meeting on 24 January 2025 was not a valid special general meeting. Moreover, under the 2019 constitution, the power to convene an annual general meeting lay with the committee. The committee of the Association did not appoint 27 February 2025 as the date for the annual general meeting.
Second, the minutes cannot be relied on as providing an accurate list of attendees. One of the listed attendees is Mr Moaaz Refaat. He gave unchallenged evidence that he did not attend. Mr Khaleed Refaat (who is Mr Moaaz Refaat’s father) gave evidence that he was not invited to the meeting and that neither his wife nor his daughter attended the meeting. Both of them are listed as attendees. Mr Hisham Refaat gave evidence that supports the conclusion that he attended the meeting and also purportedly attended and voted for 8 other persons. That is, there were 8 persons listed as having attended but did not in fact attend. Once again, it is not suggested that Mr Elhgar knowingly falsified the minutes. That does not, however, mean that the minutes can be relied upon to show that there was a quorum.
It follows that the meeting conducted on 27 February 2025 was not a valid annual general meeting of the Association. No resolutions made at the meeting were valid. The resolutions that were passed are of no effect. Most critically, the resolution to appoint new committee members was of no effect and so did not establish a newly constituted committee.
After the purported annual general meeting, the persons purportedly appointed to the committee conducted themselves as if validly appointed and as if the 2024 constitution had been adopted. This meant that there were two groups who each considered themselves to be the rightfully appointed committee.
The committee of the Association led by Mr Abdalla as President took immediate steps to dispute the validity of the 27 February 2025 meeting. Lawyers instructed by Mr Abdalla’s committee sent a “cease and desist” letter dated 28 February 2025 to Mr Elhgar.
In March 2025, Mr Shehata began to communicate with NSW Fair Trading to advise about the dispute concerning the duly elected members of the Association’s committee. NSW Fair Trading urged for the dispute to be resolved.
On 26 April 2025, Mr Abdalla’s committee resolved to call a special general meeting on 8 June 2025 for the purpose of electing a new committee.
On 10 May 2025, an “impeachment committee” (apparently comprising Mr Elhgar and two others) purported to expel and ban Mr Shehata. The accusations against him included his lack of respect for and his challenge to the decision of the “General Assembly held on 27, February, 2025”. The committee’s finding was put as follows: “The impeachment committee find that Mr. Moohsen Shehata is not a good character, is not presenting the real Egyptian gentleman and he is a threat to the Egyptian community peace”. On the same day, a differently constituted impeachment committee (comprising Mr Elhgar and two different persons) also expelled and banned Mr Abdalla on the same basis.
On 13 May 2025, Mr Shehata sent emails and text messages to the members of the Association (including Mr Elhgar and the members of his committee) inviting them to the proposed special general meeting to be held on 8 June 2025. The agenda that was sent to members indicated that there would be elections for the committee at the meeting. By email dated 13 May 2025, in response to an invitation to the meeting, Mr Elhgar advised Mr Shehata that “I am coming”. Mr Shehata responded: “Great! A very correct decision”. On 2 June 2025, Mr Shehata advised Mr Elhgar that his suspension as a member would be lifted to enable him to participate at the meeting.
The meeting was held on 8 June 2025. Mr Elhgar was not in attendance at the time fixed for the meeting. The commencement of the meeting was delayed for an hour in case Mr Elhgar had been held up. However, Mr Elhgar did not attend. He has expressed the view that the meeting served no purpose “other than to circumvent legitimacy”. The minutes state that 54 persons attended in person and that 18 proxies were verified. Mr Elhgar contended that the attendees were “unverified members”. The minutes record that there were 10 nominations for the committee and that all were appointed to the committee as follows: Mr Abdalla (Chairman), Mr Fouda (Vice Chairman), Mr Shehata (Secretary), Mr El Hamzawy (Treasurer), Mr Khattab (Social Secretary), Mr Abdelghany, Mr Sayed, Mr Abd El Haleem, Ms Abd Elrahim and Mr El Seoudi (Social Secretary).
On 20 October 2025, Black J made orders by which Mr Samir Demerdash, Mr Ali Gadd, Mr Ashraf Omer Abubaker, Mr Taha and Mr Ashraf Kandil were joined as defendants. They are persons who were purportedly appointed as members of the Association’s committee, with Mr Elhgar, on 27 February 2025. His Honour also made orders on that day concerning the service of a cross-summons and for the filing of evidence.
The plaintiffs did not serve all of the new defendants and failed to comply with orders for the filing of evidence. There was an application by the plaintiffs shortly before the commencement of the hearing for the hearing to be vacated. That was opposed by Mr Elhgar. I declined to vacate the hearing of the plaintiffs’ claim. I revoked the order by which Mr Gadd, Mr Abubaker, Mr Taha and Mr Kandil were joined as defendants. I also ordered that the hearing of the cross-claim would not proceed at the time of the hearing of the plaintiffs’ claim (Mr Elhgar having indicated that he would prefer to proceed with the hearing of that claim even if it meant that his cross-claim could not be heard at the same time).
The plaintiffs seek declaratory relief that various events orchestrated by Mr Elhgar are void and of no effect. They also seek what they refer to as “consequential orders”. By way of summary, they seek orders that vindicate the election of committee members on 8 June 2025 and unwind the various actions undertaken by Mr Elhgar or his purported committee. As a fallback, they contend that, “if the Court is not prepared to determine that the plaintiffs are the valid committee”, the Court could “appoint an independent mechanism to regularise the Association’s affairs by reference to the operative constitution and a properly settled membership position”.
Declarations should be made that the purported general meeting held on 27 February 2025 and the resolutions passed at that meeting are invalid and of no effect. It would follow that Mr Elhgar and the other persons purportedly appointed at that meeting are not the duly appointed members of the Association’s committee.
I am not, however, prepared to make a declaration that the plaintiffs and the other persons supposedly appointed on 8 June 2025 are the duly appointed members of the Association’s committee. It has not been explained to me how they can have been appointed otherwise than at an annual general meeting.
There is considerable force in the plaintiffs’ fallback position. There should be a mechanism by which the members of the Association have an opportunity to vote on the make-up of the Association’s committee. In order for that to occur, there must be a process to: (a) verify the membership; (b) call for nominations; (c) give proper notice of a meeting; (d) conduct a meeting of members; (e) ensure that the meeting is quorate; and (f) conduct a vote, counting votes only of persons who are members who have validly cast their votes.
There are various ways to achieve this end. One possibility is by the appointment of a receiver. The principles that arise in considering whether to appoint a receiver have been considered in various cases. A useful and frequently cited decision is Sengthong v Lao Buddhist Society of NSW Incorporated [2016] NSWSC 1408 at [170]ff. See also Cambodian Buddhist Society of NSW v Meng Eang Thai [2017] NSWSC 1433 at [160]ff. The appointment of a receiver may be seen as a last resort, but may be necessary in this case.
However, I did not receive submissions from the parties about the most appropriate mechanism to place the affairs of the Association in order, for the benefit of all members. An obvious issue that arises concerns the payment that would likely be required if an independent professional receiver is appointed. The financial position of the Association has not been fully exposed in the evidence. It may be that, with the benefit of these reasons, the two factions will be able to agree a mechanism that will result in the democratic election of committee members without the need for external management. That would be desirable if it can be achieved.
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Shehata
Elhgar
The second reason is that I am not satisfied that Mr Elhgar has established that he had authority from each of the members to affix his or her name to the requisition. He gave very general, hearsay evidence about authority. That was not sufficient for me to be satisfied that each of the relevant members gave specific authority to Mr Elhgar to place his or her name on the requisition by way of signature.
It follows that the requisition sent on 19 December 2024 did not conform with the 2019 constitution and was not a valid requisition.
There is also evidence to support the conclusion that 14 of the persons listed as attendees were not members of the Association at the time of the meeting. Mr Shehata, the Secretary of the Association at the time, identified 14 persons on the list whose names did not appear on the list of members and from whom no application for membership had been received. There is evidence that membership payments for many of the listed attendees (including at least some of the 14 identified by Mr Shehata) were made in February 2025. In some instances, those payments may have been a renewal payment, but it appears that in some cases the payment was made so that the person would become a member. The result is that that evidence does not establish that each of the persons listed as having attended was a member of the Association.
I do not accept that the minutes accurately record the names of the person who were present and do not accept that there were 30 members present at the meeting.
It is not suggested that Mr Elhgar was specifically aware that persons recorded as present were not actually present. Given the meeting was conducted via Zoom, it is understandable that he could have been mistaken about who was actually present.
For all of these reasons, the resolutions purportedly made on 24 January 2025 are of no effect. The 2019 constitution was not validly changed. The 2024 constitution was not validly adopted: see Lianos v Order of AHEPA NSW Inc [2020] NSWCA 193 at [158].
I observe that both the 2019 and 2024 constitutions provide that committee members will be elected at the annual general meeting.
Meanwhile, there were issues with the conduct of the Association’s bank accounts. In March 2025, Mr Elhgar sought to access bank accounts held in the Association’s name with the Commonwealth Bank of Australia. Upon learning of those attempts, Mr Shehata asked the CBA to freeze the accounts. In July 2025, the CBA informed Mr Shehata that the accounts had been unfrozen and Mr Shehata learned that Mr Elhgar had transferred $83,000 into an account with Westpac Banking Corporation. The CBA accounts were unfrozen after Mr Elhgar presented documents that purported to demonstrate that he was the Chairman of the Association’s committee. Lawyers for Mr Abdalla’s committee complained to the CBA about the transfer, asserting that it was done without proper authority and asked again that the accounts be frozen. Mr Elhgar’s evidence is that he made the transfer to protect the Association’s assets.
These proceedings were commenced by summons on 20 August 2025.
It appears that Mr Elhgar transferred a further $20,000 from one of the CBA accounts to a Westpac account on 24 or 25 August 2025. His evidence was that this was for legal fees incurred by the Association. The plaintiffs contend that the money was not applied for the purpose of meeting the Association’s legal fees, but rather for Mr Elhgar’s own fees. At that time the Association had not been joined to the proceedings.
On 25 August 2025, Lindsay J made orders that the Association be joined to the proceedings and also ordered that there be no dealings with the Association’s bank accounts except with leave of the Court or on the joint authority of the solicitors for the plaintiffs and Mr Elhgar.
The Association owns real property at Greenacre in Sydney. It is subject to a mortgage with the National Australia Bank. As at 2025, about $800,000 was owed to NAB. The dispute about the banking has caused some interruption in the payments to NAB.
I propose to give the parties an opportunity to: (a) formulate declarations that are appropriately made having regard to these reasons; and (b) identify with precision a mechanism that will best serve the purpose of holding elections for the appointment of members to the Association’s committee. As to (b), the parties should endeavour to come to an agreed position. The prospect of the long-term vitality of the Association will be enhanced if there is agreement.
I do not propose to make orders at this stage about costs. Costs should be determined at a later time when final orders are being made.
I also do not propose to make orders at this time about the transfer of Association money by Mr Elhgar. The transfer should not have occurred, because Mr Elhgar had no authority to deal with the Association’s assets. There will need to be an accounting by Mr Elhgar about how (if at all) any part of those funds have been spent.
There may be some other need for consequential orders, including for steps to be taken to notify NSW Fair Trading of matters arising from these proceedings. However, the first step is to regularise the affairs of the Association as soon as is reasonably possible.