LEGAL PRINCIPLE: COMPANY LAW – Voluntary Associations – Constitution – Validity of Acts Contrary to Constitution
PRINCIPLE STATEMENT
Until the Constitution is validly amended, the members at general meeting cannot act to appoint a new Pastor — Harington v. Sendall (1903) 1 Ch. 921, a case which provides an answer to the defence of acquiescence raised by the defendants.
RATIO DECIDENDI (SOURCE)
Per Ogundare, JSC, in Owodunni v. Registered Trustees of Celestial Church of Christ (2000) NLC-1261995(SC) at p. 28; Paras D–E.
"Until the Constitution is validly amended, the members at general meeting cannot act to appoint a new Pastor — Harington v. Sendall (1903) 1 Ch. 921, a case which provides an answer to the defence of acquiescence raised by the defendants."
EXPLANATION / SCOPE
Acts taken contrary to an association’s constitution are invalid unless the constitution is first validly amended. Members cannot circumvent constitutional provisions by simply acting at a general meeting where the constitution does not authorize such action. Acquiescence does not validate ultra vires acts. This principle ensures that associations operate according to their governing rules, preserving order and protecting members’ rights. Constitutional compliance is mandatory; deviations are void unless properly authorized through amendment procedures.