“The advancement of the religion of Islam and the education of the public in Islam throughout the United Kingdom in particular in the area of Wycombe” b) That the subscribers “shall be members” (Art 5). c) That membership was open to any person “on payment of the subscription current at the date of his or her application and on such person undertaking to abide by the rules of the Society, subject always to the approval and acceptance of the Council of Management who may reject any application for membership without assigning any reason therefor” (Art 7). d) That the annual subscription should initially be£1 , but that a General Meeting might decide on a different amount (Art 6). e) For an Annual General Meeting at which each member would have one vote. There were conventional provisions for 14 or 21 days notice in writing of any general meeting. f) For management by a Council of Management (equivalent to directors), initially consisting of the five subscribers (Art 32) but otherwise to be appointed by resolution of the members. g) There were conventional provisions for retirement by rotation, and for advance notice of any proposed resolution to appoint a person to the Council other than someone recommended by the Council itself. ii) No AGM or other general meeting called by proper written notice was ever held. In 1985, an election was held at which candidates were put forward for what was called the “Mosque Committee”
“3.12 All the Muslim people who come to vote in the election… can only vote if they bring proof of their identity… all voters must be 18 years of age and be permanent residents of High Wycombe 3.13 All the people who vote in the 2001 election will automatically become registered members… The Management Committee to announce publicly to remind the people to register 3 months prior to an election in future. 3.14 Registering as a voter will not give a person an automatic right to stand for the Management Committee. For this clause 2.1 will apply.”
“22 (1) [subscribers] (2) every other person who agrees to become a member of the company, and whose name is entered in its register of members, is a member of the company ”
“21. … Re Duomatic Ltd[1969] 2 Ch 365 concerned the validity of payments made to directors of a company for their personal benefit, even though none of the directors had contracts of service, no resolution had ever been passed authorising them to receive remuneration, and they were not entitled to remuneration under the company's articles. On the liquidator's application for repayment of the payments, Buckley J held that certain of the payments were to be treated as properly authorised because they were made with the full knowledge and consent of all the holders of voting shares in the company at the relevant times. Buckley J (at page 372B) endorsed the following statement of the principle by Astbury J in Parker and Cooper Ltd v Reading[1926] Ch 975 at 984: "Now the view I take of both these decisions is that where the transaction is intra vires and honest, and especially if it is for the benefit of the company, it cannot be upset if the assent of all the corporators is given to it. I do not think it matters in the least whether that assent is given at different times or simultaneously." 22 Buckley J stated the principle his own words, as follows (at page 373C): ".... I proceed upon the basis that where it can be shown that all shareholders who have a right to attend and vote at a general meeting of the company assent to some matter which a general meeting of the company could carry into effect, that assent is as binding as a resolution in general meeting would be." 23 Mr Berry referred us to Re Home Treat Ltd[1991] BCLC 705 , in which Harman J said that, in this context, acquiescence is as good as actual consent. He said (at page 709): "The decisions show that the law is that the consent of all members expressed together is as good as a special resolution. It is also clear that acquiescence by shareholders with knowledge of the matter is as good as actual consent. In this case the silence of Mr Mohanan is, in my view, as good as acquiescence and establishes that he as much as his wife had assented by conduct to this change in the objects of the company." 24 Mr Berry referred to the following statement of the principle in the judgment of Mummery LJ in Monecor (London) Limited v Euro Brokers Holdings Limited[2003] EWCA Civ 105 : "62. I see nothing in the circumstances of the present case to exclude the Duomatic principle. It is a sound and sensible principle of company law allowing the members of the company to reach an agreement without the need for strict compliance with formal procedures, where they exist only for the benefit of those who have agreed not to comply with them. What matters is the unanimous assent of those who ultimately exercise power over the affairs of the company through their right to attend and vote at a general meeting. It does not matter whether the formal procedures in question are stipulated for in the Articles of Association, in the Companies Acts or in a separate contract between the members of the company concerned. What matters is that all the members have reached an agreement. If they have, they cannot be heard to say that they are not bound by it because the formal procedure was not followed. The position is treated in the same way as if the agreed formal procedure had been followed. …" … 32 What all the authorities show is that the Appellant must establish an agreement by Lee to treat the meeting as valid and effective, notwithstanding the lack of the required period of notice. Lee's agreement could be express or by implication, verbal or by conduct, given at the time or later, but nothing short of unqualified agreement, objectively established, will suffice. The need for an objective assessment was well put by Newey J in the recent case of Rolfe v Rolfe[2010] EWHC 244 (Ch) at [41], as follows: "... I do not accept that a shareholder's mere internal decision can of itself constitute assent for Duomatic purposes. I was not referred to any authority in which it had been decided that a mere internal decision would suffice. Further, for a mere internal decision, unaccompanied by outward manifestation or acquiescence, to be enough would, as it seems to me, give rise to unacceptable uncertainty and, potentially, provide opportunities for abuse. A company may change hands or enter into an insolvency procedure; in either event, it is desirable that past decisions should be objectively verifiable. In my judgment, there must be material from which an observer could discern or (as in the case of acquiescence) infer assent. The law applies an objective test in other contexts: for example, when determining whether a contract has been formed. An objective approach must, I think, also have a role with the Duomatic principle." ”
“Last Friday we heard an explanation of the new constitution of the High Wycombe Mosque Committee. I was pleased to learn that the High Wycombe Mosque Committee is to be run in accordance with the law of the land. However I was saddened by the fact that you have deemed it necessary to hold elections in order to decide who will manage the affairs of the High Wycombe Mosque and other Islamic centres. 1. In this regard my view is that there should be no elections for the administration of the Mosque… because holding elections is synonymous with playing politics in the house of God and this should be prevented at all costs. My suggestion, with your agreement, is that we propose to the Muslims of High Wycombe that any Muslim that has lived in the area for a period of time nominate himself to serve in the administration committee of the Mosque voluntarily. He should not be nominated by another person. On the contrary he should nominate himself for this service. 2. As regards the election, my second point is that the Muslims of High Wycombe should be consulted as to whether elections are in fact at all necessary for the running of the Mosque… 4. To preserve unity amongst Muslims in High Wycombe and to ensure that the Mosque and other institutions remain fully functional in the generations to come, it is necessary that all forms of factionalism and group-ism being eradicated so that faith, brotherhood and unity can be allowed to develop further, God willing. 5. If for some reason a majority of the Muslims in High Wycombe decide in favour of elections, which in my opinion is highly unlikely, this should be carried out in the spirit of brotherhood and unity and non-Muslim presiding officers should not be involved. I am hopeful that all members of the Committee will give due consideration to these concerns. ”
“ All the people who vote in the 2001 election will automatically become registered members. … The management committee to announce publicly to remind the public to register three months prior to an election in the future. 3.14 Registering as a voter will not give a person an automatic right to stand for the management committee. For this clause 2.1 will apply ”
“ All the Muslim people who come to vote in the election in the year 2001 (and every two years thereafter) can only vote if they bring proof of their identity … showing their permanent place of abode. All voters must be over 18 years of age and be permanent residents of High Wycombe. ”