Singapore vehicle traders’ association in leadership limbo after court voids disputed elections

Two elections ruled invalid

The disagreement between Neo and the elections committee over voting procedures centred on whether proxies – representatives who are not partners or directors of member firms – could vote on behalf of multiple members.

The committee’s view was that only partners or directors could vote, while Neo believed that any appointed representative should be allowed to vote on behalf of multiple firms – a position the court termed the “wide view”.

When the elections committee proceeded with the May 2024 election using its preferred “narrow view” despite Neo’s objections, he left the meeting. The remaining members elected a 19-member executive committee.

Neo subsequently issued a notice on May 22, 2024, to reconvene the AGM for Jun 6, 2024, where he conducted a fresh election using the “wide view”.

In November 2024, a High Court judge granted a declaration sought by SVTA that the June election was invalid. Neo appealed against this decision.

In its judgment, the three-judge panel – comprising Justices Woo Bih Li, Debbie Ong and See Kee Oon – agreed that both the May and June elections in 2024 were invalid.

The judges noted that by the time of the appeal, both Neo and SVTA had agreed that the “wide view” – that proxies could vote on behalf of multiple members – was in line with the association’s constitution. This meant that the May election, conducted using the narrow view, was void for breaching the constitution.

Yet while Neo was correct about the voting rules, he had overstepped his authority as chairman, the court found.

“Mr Neo adjourned the May meeting to try to get his way,” the judges said. Even if the wrong voting approach was being applied, Neo should have put the question of adjournment to a vote rather than unilaterally suspending proceedings.

The judges noted that a chairman can only adjourn a meeting without members’ consent in exceptional circumstances where it is impossible to ascertain the meeting’s wishes. No such circumstances existed in this case.

“If it is possible to ascertain the wishes of the meeting, the chairman must act according to them, so that if the meeting does not consent to an adjournment, the meeting must proceed, even though there may be risks of whatever nature in proceeding,” said the judges.

“Overly narrow focus”

Having failed to validly adjourn the May 2024 meeting, Neo therefore lacked authority to reconvene it in June, rendering this second election invalid as well.

The court said Neo should instead have allowed the May election to proceed, then challenged its validity in court – which would have returned the parties to the status quo but with a definitive legal ruling on the voting procedures.

The judges ordered each party to bear its own costs, reversing earlier cost orders totalling S$18,000 against Neo.

They also criticised both parties for poor case management, noting they had maintained an “overly narrow focus” on the June election’s validity while failing to properly address the May election’s status until late in proceedings.

“The aforementioned series of events reflects that this entire case was not well managed and that the actions by both parties contributed to the ongoing impasse,” the judges stated.

Neo was represented by Jeffrey Beh and Shaun Sim of Lee Bon Leong & Co, while SVTA was represented by Luo Ling Ling and Joshua Ho of Luo Ling Ling LLC, with Yeo Sheng Xiong of RS Solomon LLC as instructed counsel.