My Humble Suggestions involving the AWARE EOGM and the presence of Rajah and Tann

Rajah and Tann has apparently been engaged as the legal advisors for the AWARE EOGM on May 2 to ensure compliance with law and the constitution of AWARE.

I, of course, have my doubts about their role there. However, I'm willing to give Rajah and Tann the benefit of doubt at this point in time.

That being said, I would make a couple of very humble suggestions for those attending. Consider this my contribution to the cause.

Please note here that everything I say here should be verified and fact-checked - I'm no expert on the Societies Act, and I certainly haven't seen or read the Constitution of AWARE.

(1) The first thing attendees must clarify is this: Who is Rajah and Tann's client? Specifically, is Rajah and Tann's client AWARE, or the new Ex-Co, or members of the Ex-Co in their personal capacity?

The distinction here is absolutely important. If Rajah and Tann's client is AWARE, then they are bound to act in the best interests of the Society as a whole - which means that they can neither favour the current Ex-Co nor the existing members. If they do so, then it would be advisable to remind them of their professional duty here.

Things would be somewhat different if they are the Ex-Co's clients. In such an event, please be aware that Rajah and Tann is not obligated to act in anyone's best interests except the Ex-Co.

(2) The second thing is - those who are attending, please study the constitution of AWARE. My concern right now is that there might be some procedural defect in the calling and voting of this EOGM. One that I am especially concerned about is that some societies reserve the power to choose not to accept certain members - which the Ex-Co can exercise quite legitimately to swing the votes in their favour. Others may become members but may not be eligible to vote in this EOGM because they joined too late.

In this regard, I would advise some kind of verification process to clarify who are the members eligible to vote - I would certainly press that this be answered by the Ex-Co at least, and Rajah and Tann themselves if they come out in the open and state that their clients are AWARE.

Another concern I have is the use of a possible procedural defect to render the results of the vote void - the change of venue itself is a bad sign. I don't know what kind of notice provisions the Constitution of AWARE has, but it does seem awfully last minute. My advice here is to clarify and question whether this will eventually render the results of the meeting void, and if so, why was this action taken in the first place.

(3) Given that the crowd may be huge that day, my suspicion is that not everyone will be able to enter the hall. Fire codes, etc may be cited to limit the crowd. In that regard, I would encourage everyone to be patient. Furthermore, I would encourage the attendees to clarify what kind of criteria they would use to allow people into the meeting - first come, first served may be helpful, but again, it may be biased against people who wish to vote against the Ex-Co, given that there is a convention next door.

My suggestion here is to be patient and ask questions about the process and procedure for admittance into the hall. Oh, and make sure to arrive on time.

I would also encourage that AWARE be prepared to find a way for all attendees and voting members to listen to the discussions, even if the capacity is reached. If this is not done, I fear a spontaneous mob may form and more accusations of bad faith be slung about.

Good luck. I will not be present and I will be unable to vote even if I was present. As such, I wish AWARE all the best.

To my lawyer friends and classmates who are more, uh, aware of the issue than I am, please feel free to correct what I have written or dismiss these thoughts outright.

Update 1 If what I have access to is in fact the latest copy of the AWARE constitution, then please be aware that there does not seem to be an express provision for the removal of AWARE Ex-Co members duly elected. This may be a possible tripping point.

My suggestion - don't let this discourage you. A 2/3 majority overturns the rules of the Constitution, subject to the Registrar of Societies' consent. Get the votes, and worry about the acts later. I suspect this will end up in a nasty lawsuit regardless.

Update 2 The newspaper reports I've been reading seem to indicate that Rajah and Tann is acting as counsel for the EX-CO. I suggest a couple of courses of action IF R&T are in fact representing the Ex-Co (i) check whether the bill paid to Rajah and Tann is paid from AWARE funds (ii) if they are, check whether it is within the constitutional limit of $20,000 per month and (iii) question whether there is an issue in having the funds paid out from AWARE's coffers but only benefitting the Ex-Co.