A recent High Court case provides an important reminder to all charities to follow their constitutional rules when holding elections.
Charity trustees should ensure their charity's constitution is up-to-date and reflects how the charity operates in practice. Charity constitutions should be reviewed regularly, and trustees should seek advice before deviating from their charity's governing document.
An overview of the case: Mohammed and others v Patel and others [2024] EWHC 2581 (Ch).
Members of a charitable unincorporated association known as 'Masjid e Tauheedul Islam' (the "applicants") have been successful at court in challenging the appointment of their elected Executive Committee.
The Executive Committee were appointed by an election that took place between June and August 2024. The applicants took the matter to court as they believed the Executive Committee were appointed in a way which was in breach of their charity's constitution.
The contested election procedure
On or around 14th June 2024, a notice was issued announcing an AGM to be held on 4th August 2024. The agenda for the AGM included the following two items: "The dissolution of the current Committee" and "The appointment of the new Committee". The nomination process included within the AGM notice stated the following:
- Nominees were required to meet certain criteria to ensure they were fit for the role; and
- All nominees were required to read, sign and submit a Code of Conduct.
The AGM Notice stated that voting would take place in advance of the meeting with the results of the election announced at the AGM.
On 3rd July 2024, 26 members wrote to the Trustees and Executive Committee requesting a Special General Meeting be convened. Following this request, a notice for a Special General Meeting was distributed on 22nd July 2024. Included within the notice were the candidates nominated to stand for the Executive Committee, with details of how to vote. Voting took place in person (and online) during specified times between 29th July to 4th August 2024.
No general meeting was held on 4th August and the results of the election were posted on the notice-board of the mosque run by the charity following the completion of voting on 7th August 2024.
Court ruling on charity election dispute
Although this election and voting process was deemed reasonable in the circumstances, it was found to be in breach of multiple clauses of the charity's constitution, the details of which can be found in the judgment. It was held that if the election process were to deviate from the constitution, this would be a decision taken by the members and not the Executive Committee.
It was further noted that there would be an implied power, to some extent, to impose certain eligibility criteria for the candidates. However, it was ruled in this case that the eligibility criteria went too far beyond the limited implied power and would have needed the consent of the members.
The High Court declared that the Executive Committee was not elected in accordance with the charity's constitution, and that the election should be repeated so that the election process complied with the governing document.
Key takeaways for charity trustees
- It was specifically noted that there should be no substantial criticism of the trustees or the existing Executive Committee and they did act in good faith. Although they acted in the best interests of the charity and in good faith they were still found to be in breach of the charity's constitution.
- It is important that a charity's constitution is up-to-date and reflects how the charity wishes to operate.
- This case reinforces the view that the Charity Commission will give consent to pursue internal disputes.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
