SINGAPORE: A High Court judge has given the green light for a trial to resolve a dispute over a resolution by Singapore Recreation Club (SRC) members to turn the billiards room into a co-working space.
In written grounds of decision released on Aug 26, Senior Judge Chan Seng Onn said a lawsuit filed by two SRC members has raised triable issues regarding the validity of the resolution that was passed in an extraordinary general meeting.
Two members of the billiards section of the club – Sean Kerwin Mathews and Mu Yee Shyong – had filed a lawsuit in November 2025 against the club and its management committee (MC) to invalidate the resolution.
Mathews and Mu contended that the passing of the resolution by a simple majority was contrary to a rule of the club’s Constitution.
They argued that this rule required the resolution to be decided by the majority of the voting members who were “physically present” at the EGM, or at least 280 of the 559 members who attended the meeting on Oct 18, 2025.
Since only 151 members had voted in favour of the resolution, they said it had not been passed by a majority of those who attended the meeting.
On May 13, an assistant registrar allowed an application by the club and its MC to strike out the entire statement of claim.
Mathews and Mu, represented by Clarence Lun, appealed to the High Court judge, who allowed the appeal on June 24, and issued written grounds setting out detailed reasons for overturning the assistant registrar’s decision.
Chan found that there was a triable issue as to whether the rule in the Constitution applied to the resolution that was passed.
He added that there was also a triable issue as to whether blank and spoilt votes could be regarded as “no” votes.
“While it might generally be the case that blank or spoilt votes did not support or oppose a resolution, this in my view was a peculiar case where the members were given conflicting instructions on how they could reject (both resolutions), and where their right to say ‘no’ to (both resolutions) was curtailed,” he said.
Chan said the MC had structured two resolutions such that they did not need to be passed by a simple majority.
Members could not vote “no” against both resolutions, or their votes would be considered spoilt.
“With such constraints on voting and with no option for members to reject (both resolutions), the MC arguably ran afoul of the club members’ voting entitlement,” said the judge.
The defendants, represented by Walter Alexander, had argued that invalidating the resolution served no legitimate purpose and would leave the club in a stalemate.
Chan disagreed, saying that a fresh vote could be held.
“The present proceedings could not be characterised as serving no useful purpose when what the claimants were seeking was simply a fair vote on the matter,” he said.
Transformation plan
The SRC is a social and recreational club with about 7,000 members.
In March 2024, club members approved a $16.6 million transformation plan to relocate the billiards room from level 2 of the clubhouse to basement 2, and to build a co-working space on level 2.
The budget included a sum of S$1.5 million that could be used to pay land betterment charges, which is a tax levied on the increase in land value.
When the charges eventually came up to $4.9 million, the MC deemed that the relocation of the billiards room was not financially viable.
The MC then convened an EGM on Oct 18, 2025, to pass one of three resolutions – the first was to proceed with the relocation plan, while the second and third were alternative paths forward.
Members were given two voting slips.
The first was to proceed with the relocation plan and approve the payment of the charges of $4.9 million.
The voting slip contained an option to vote “yes” or “no”, and a directive that the second voting slip is not applicable for those who tick the “yes” box.
For the second voting slip, members could tick “yes” to one of two options.
They could choose between the second resolution, to convert the billiards room to a co-working space; or the third resolution, to integrate the billiards room within the co-working space.
Two days later, the MC told members in a letter that the second resolution was passed, as a simple majority of 54.7 per cent of valid votes was obtained.
Out of the 514 votes cast, 151 were in favour and 125 were against. There were 183 spoilt votes and 55 blank votes.
Mathews and Mu contended that the 55 blank votes ought to be added to 125 votes against the second resolution, making a total of 180 votes against the resolution.
This was because clear instructions were given to members that they could reject the second and third resolutions by abstaining from voting and leaving the boxes unticked. - The Straits Times/ANN
