Miller v Soroptimist International of the South West Pacific

The applicant, Rosaline Miller, sought declarations that certain decisions made by the respondent, Soroptimist International of the South West Pacific, were void and invalid. The respondent, a company limited by guarantee, is the parent organisation of the Townsville Club, an incorporated association. Miller was a member of the Townsville Club and held various positions within the respondent. The respondent's board of directors passed three resolutions which purportedly terminated Miller's membership of the Townsville Club, her position as membership convenor, her directorship of the respondent, and her appointment as the company secretary of the respondent. The resolutions were passed at a meeting of the board of directors in Miller's absence and without providing her with notice. Miller brought this application seeking declarations that the resolutions were void and invalid, and that she was wrongly deprived of her entitlement to attend the meeting of the directors.

The legal issues that the court had to decide were whether the respondent's resolutions were valid and whether Miller was afforded natural justice. The court had to consider whether a clause in the Townsville Club's constitution allowing the respondent's board of directors to terminate Miller's membership was contrary to and inconsistent with the Associations Incorporation Act 1981 (Qld). The court also had to consider whether the respondent's board of directors followed natural justice when they passed the resolutions, and whether Miller was entitled to natural justice when the board of directors was considering her removal as the company secretary.

The court found that the respondent's resolutions were invalid and void. The court found that the clause in the Townsville Club's constitution allowing the respondent's board of directors to terminate Miller's membership was inconsistent with the Associations Incorporation Act 1981 (Qld). The court found that the respondent's board of directors did not follow natural justice when they passed the resolutions, and that Miller was entitled to natural justice when the board of directors was considering her removal as the company secretary. The court found that Miller was wrongly deprived of her entitlement to attend the meeting of the directors. The court made the declarations sought by Miller and ordered that the parties be heard as to costs.

The court declared that the respondent's purported termination of Miller's membership as a Soroptimist, her positions as membership convenor and director of the respondent, and her appointment as company secretary of the respondent were void, invalid and ineffective. The court also declared that Miller was wrongly deprived in her capacity as secretary of the respondent of her entitlement to attend the meeting of the directors of the respondent on 19 February 2020. The court ordered that the parties be heard as to costs at 9.15 am on 4 September 2020 if costs have not been agreed in the meantime.