Chairman’s Corner No: 17 20th April 2014
Dear fellow Owners,
I write this Part A of the installment in this series with anguish about recent events in the affairs of the Resort in connection with the thankless voluntary job of Chairman.
The JMB run RMS proposal
I understand that many of you have been notified by a lengthy secret email (without copies extended to your JMC) dated 1/3/2014 (“the furtive email”) by a JMC member-Mr. Wong Wooi Meng (“WM”). It is titled “Is the JMC Front Running the Strata Title Management Act?”.It is a scathing defamatory attack about your Chairman. It paints a picture of your Chairman being a devious self-interested person with a private agenda out to make money at the expense of the JMB. That is as a result of many matters decided on by the JMC in particular the proposals on the JMB run RMS. The lengthy 4 page furtive email is classic defamation of your elected Chairman and 2 members of the JMC. The latter 2 members of the JMC are termed by WM as “cronies”. The furtive email does not refer to WM’s wife as a “crony” of WM.
The first four paragraphs in page 1 of the furtive email (referring to my pending suit in Court) ends with a threat to “…produce more sensitive records as Affidavits when the time comes…”.It is also contempt of pending proceedings in Court. The offence of perverting the course of justice by influencing potential witnesses or a party can be committed even by a simple email discouraging or threatening to “spill the beans” like the furtive email – more so if it is sent secretly without the knowledge of the opponent party to a case. A show cause letter was sent to WM by your JMC.
That resulted in an email dated 7/4/2014 (“the 7/4/14 email”) from WM to all JMC members in reply to the furtive email. In the 7/4/14 email WM claims that the furtive email is a “private e mail”, that he had sent to many owners and non-owners “friends”. He repeated the defamatory statements about my evil and dishonest intentions to make money, and commit CBT, among others, out of the RMS plan. Mention was made of how I used the law to control the JMC. It is classical defamation.
The law of defamation gives me a right to defend myself (without delay) in this forum and addressed to all Owners simply because WM did not disclose any of the names of his said “friends”. Matters may now impact all of you because of the latest developments mentioned in the last paragraph of Part A below under “Round 3 of disruption of JMC work”
This Part A is therefore directed at those Owners to whom the furtive email was sent.The majority of the JMC members (excluding Mr. & Mrs. WM) agree with the facts in Part A.
For others, this part of your Chairman’s Corner is to notify all owners about the status of the JMB run RMS approved by the JMB to be explored at the EGM early this year. (“the said EGM”).The Proposals were to be approved by the JMC and reported to the next early AGM for endorsement. The AGM is also to align our accounting year with the Calendar year. (“the said early AGM”). This installment in this series is also as part of my usual Chairman’s Report to all owners for the AGM due by November this year.
I shall save you all the padding and go to the point as briefly as I can. It concerns disruption to ongoing JMB matters.
The background facts
Many will recall that at the said EGM on the matter of RMS, I had chaired the EGM. I had disassociated myself from getting involved in any JMB run RMS because of potential conflict of interest. I had chaired the EGM only because that was my job and more importantly I wanted to safeguard the Common property of the Resort in the matter and in the process collect rental income from any RMS vehicle set up by the potential RMS group at the Resort.
Some of you may know that after the EGM (not during the EGM) a so-called RMS group was (“the RMS group”) “formed” thereafter with WM as Coordinator. MS Julie Ho was to be the JMC Coordinator in that Committee.
Thereafter instead of meetings of the pro-tem committee, WM had initiated encouraged email exchanges between the RMS groups with copies extended to the other JMC members including me. (“The email string”)
WM and wife both wanted to invest in and actively pursue the RMS since they have between themselves a few units at the resort. That fact is reflected in a personal email to me from WM on 13th January 2014, In that email WM wrote personally to me to seek my support for him to lead (presumably as Chairman of the future Board of Directors) the RMS Company (“Newco”) to be set up.(“the private agenda”).
I suggested instead that his wife more suited for a dominant role instead of him for various reasons. The next day WM wanted the shareholding in the proposed Newco to be open to all owners. It was with a plan to wrest dominance of Newco and RMS for himself with the number of Family shareholders owning Units. The suggestion was contrary to the EGM Resolution. Silence descended. I then suggested that (as most RMS Group wanted) that to safeguard Common Property, the elected JMC members should retain control of the RMS Company. I gave him an outline of proposals (“outline”) to protect JMB interests (Non-RMS owner’ interests figured therein) and to speed up matters.
On 15/1/2014 WM varied my outline and wrote that the JMC had decided that the JMC members should “entrench” themselves as “Promoters/Directors” in the Memo & Articles of Newco. (“the JMC entrench point”).
The unsavory Facts
All the salient facts below are in chronological order from emails. It is in bullet form for brevity:
Ø Except for emails by some in RMS group and WM, no RMS proposals were forthcoming from WM and RMS group;
Ø I was being harassed by WM via email on at least two occasions to give the “other side’s story” (JMB). There was no input from other JMC members;
Ø WM then wrote that all should be “alarmed” by my silence in not giving the “green light” to incorporate Newco;
Ø One of the RMS group wrote that even if I am not interested in Newco/RMS, the use of Common property must be under the control of JMC. At that early stage, even the majority of WM’s RMS wanted the Board of Newco to be dominated by 3 out of a maximum of 5 Directors.
Ø I sensed that WM could not articulate the RMS group proposals and appealed to RMS group for any one of them to send in the proposals by consensus.
Ø WM felt threatened. He then wrote a defamatory email of 30/1/14 (the 1st “knee jerk email”)about me and the majority in the JMC to all the RMS group and used words like “intimidating climate” “ and “…we are playing a charade trying to figure out what the other side wants..” Despite being a JMC member it seems WM had joined the “other side”!
Ø In that same knee jerk email WM gave his “post grad” qualifications (attending a 3 day course on Management by Ministry of Labour) and “’ volunteering his services to ensure the Newco is set up “transparently” and “…at arm’s length from JMB”!!! He abandoned his own JMC entrench point.
Ø He mentioned a “JMC clique” taking over Newco “…earning millions per year without transparency …”.He expressed his fear in being “removed in a hurry” The private agenda was laid bare. He did not mention that his wife and him could also be termed as a “JMC clique” in the JMC-an aberration.
Ø I suggested by email on 31/1/14 that WM and RMS group meet up with their solicitor’s to formulate the concrete proposals.
Ø It was rejected unilaterally by WM the next day with further defamatory innuendos;
Ø I then wrote that if I am asked to formulate the proposals professionally, I will charge about RM 10K to the RMS group (Not JMB) as authorized by the EGM Resolution;
Ø That offer to help resulted in a barrage of defamatory statements from WM in an email of 4/2/14.(“the 2nd knee jerk email”) Words such as “….Lobo can then be guaranteed to rule BY LAW…bloodsucking both RMS participants and Newco shareholder alike….”(in bold letters)
Ø That 2nd knee jerk defamatory email was even before I could pen the proposals.Let me stress the word “proposals”.
Ø I waited until 5/2/14, then formulated the JMB proposals in compliance with the duty to protect Common Property (Section 8 of Act 663) and avoiding conflict of interest aspects with Newco’s declared Commercial interests under corporate law.
Ø Thereafter WM then came with a shocking offer to buy the unborn RMS Company (as yet not formed and as if it was up for sale!) from me for RM 1 Million! (“the said offer to buy the unborn Newco”). I took as sarcasm. To “persuade” me, serious libelous words such as “…charlatan, swindler, con artist or cheat. “ (Again in bold letters) were flung at me. All this was also published to the JMC and the RMS group and God knows, who else.Criminal breach of trust (CBT) by the JMC if my proposal was accepted was made. My criminal intentions to “..hijack the RMS “…with the support of two cronies…” was repeated lately in WM’s email of 7/2/2014. All that is reserved for the Court.
Ø On 14/2/14 at a JMC meeting (“the RMS meeting”) to consider the proposals by WM and myself was held.The JMC preferred my proposals since it accommodated the protection of Common property and included rental for use of common property by Newco. Those were absent from WM’s proposals. More importantly, it included dominance of the JMC in Newco Board to enforce and ensure the statutory duty of JMB under Section 8 of the Common Property Act 2007(Act 663) in the context of the (opposite) profit motive of Newco as a Corporation.
Ø At the RMS meeting I declined nomination to be a Director/shareholder of Newco or to be involved in any RMS scheme, as I had stated at the earlier EGM. The two other nominees for Directorship in the RMS Company declined to accept the nomination unless I also came in to advice on the law. The JMB run RMS matter was then shelved. The details are in the Minutes. Later when told that the statutory accounts of the JMB will not be ready, the said planned early AGM was then postponed.
Ø That AGM had nothing you do with any approval for further “legal suits” neither on assessment nor to “Front running the SMA” as stated in the furtive email and in the 7/4/14 email respectively.
Ø At that RMS meeting, when asked about the basis for his defamatory salvo against me, WM said it was based on his “deductions” and “interpretation” of the “proposals” on RMS I had sent in on behalf of JMB for the consideration of JMC. WM apologized to your Chairman and two JMC members.
Ø The former apology was despite me interrupting him repeatedly and telling him not to self-incriminate himself at that forum. All this was digitally recorded by the Manager.
Ø The next day, WM withdrew his offer to buy Newco! (As if it was ever for sale in the first place!). I then realized that he had been serious with the said offer to buy the unborn Newco.
Ø Presumably, on advice some lawyer buruk, he than did an about-turn and stated that he was “forced” to apologize out of sympathy! Bundle of contradictions. Digitally-recorded words cannot be twisted to suit WM’s fancies. Even if the “nuances” are different, the Court will decide if WM has lost his credibility as a result of his contradictions and devious tactics.
Then came the furtive and contemptuous email of 1/3/2014 mentioned above.Many words and phrases used by WM in the furtive email are the very same words used by another Owner who is a known sympathizer of the Developer. Hidden hands behind the defamatory salvo? (“The Hidden hands”). The irony is that it was WM and wife who initiated the complaint against the hidden hands for attempted “disruption” of JMC work in connection with ongoing court proceedings against Developer. It was for suggesting that all JMC members resign before the last AGM. That “disruption” resulted in that sympathizer being suspended from any further deliberations of the JMC on Developer matters. It was an unanimous decision of your JMC (including WM and wife) under the authority of our consensual House Rules! The same hidden hands were also at the receiving end of the former Chair’s disdain.
As mentioned, WM initially wrote in early January 2014 that the JMC should “entrench” themselves in the RMS Company as Promoters /Directors in the Memo & Articles of Newco. When my proposals on behalf of JMB echoed that in essence, (to protect common property) he unleashed the said defamatory salvo against me as being an attempt to profit in my personal capacity. Apparently he felt that his said private agenda to make himself the Chairman of the RMS Company was threatened by me for the second time. I doubt he forgot that my tenure as Chairman of JMB was (by law,)only short 3-year max term. I am sure he did not forget my disinterest in RMS. Credibility or the hidden hands at work?
Round 1 of disruption of JMB Court matters
All this acrimony took almost 4 months since January 2014 to date (mostly because of having to add WM’s repeated and persistent defamatory emails to the draft court documents.
As a result of that, my legal input to our lawyers on the Cukai Takisaran matter (mentioned in my last installment) and the Clubhouse damages matter came to a standstill. (Round 1 of disruption of JMB affairs).I suspect the hidden hands wanted to disrupt me and JMC’s work on the matter.I suspect so since WM had copied his latest 2 emails of 24/3/14 and 7/4/144 to the Developer who was never in the email string earlier. The latter email was also sent to COB.
That enlarging of the “audience” (called “publication” in law)was done again by also bringing in the COB into the email string. Just like EACH defamatory email, it has adverse consequences in computation of damages for defamation for a “post graduate” WM-who ought to have sought competent advice. He seems to be aware of this-his 7/4/14 email is evidence.
The result?For being the subject of very serious libel in exchange for voluntary work I was doing with two members in the JMC, I contemplated resigning as your Chairman. But I realized that if I do that, I would be playing into the hands of the detractors. Instead I decided to clear my name in Court for the vile defamatory attacks. But I shall not use JMB funds.
If hidden hands were involved, WM may join them as a Co-Defendants in the suit to share the damages-which is running into millions of RM.
Position of WM
WM was penalized recently for disparaging remarks against the whole of the JMC pursuant to House Rule 43.2. I abstained from participating in that decision in view of my pending suit in court. The JMC decided to act under the House Rules and paragraph 8 of First Schedule to Act 663 and suspended WM against WM participating in JMC meetings run (according to him) by a “clique” and “cohort” of JMC members.
Round 2 of disruption of JMB Court and normal affairs
Then began round 2 of the disruption. The man who had accused me of using the law to control others,now himself (albeit through his wife in the JMC) accused me of lack of “Good governance and not acting within the confines of the law!” He wanted the Developer to be in at JMC meetings although he was a party to the JMC decision for Developer not being allowed to attend meetings. That was because of failure of Developer to appoint a Company Representative for meetings as per the law!
I doubt WM forgot the legal status of the Developer as an ex-officio member of JMC. I doubt he forgot the over RM 115,000 the Developer owed the JMB for many years as maintenance charges and other infractions of the law. I doubt he forgot the refusal of Developer to answer our letters on its status as a Developer. I doubt he forgot the Developer had attempted to steal the Clubhouse from the owners. If he forgot all that, then he is not fit to be a JMC member. Intention is not relevant in defamation. In short, WM wanted to start another round of disruptions again-this time hanging on to a purported a failure to act “…within the law and good governance…” by not including the Developer (who was invited but did not turn up) in JMC meetings.Round 2 of disruption of JMB affairs was taking shape.This time, poetic justice came to your JMC’s aid.
Constitution of JMC
To comply with the law, and for “good governance” from an administrative angle, the JMC decided to investigate the allegation on non-compliance with law by Mrs. WM. It arose from an email query sent to Mrs. WM on whether or not she associates herself with the libel by her husband since it was copied to her. She replied and skipped the question and instead mentioned the need to act in the interests of “good governance within the law”.Mrs. WM wanted your JMC to include the Developer in JMC discussions in all matters including matters on Court action against the Developer. (“the Developer sympathy”) From the language in the reply from her, it is clear that WM was now the “hidden hands” behind his wife. Yet your Chairman set investigations in motion.
Position of Mrs. WM
Due to the investigations, it was discovered that Mrs. WM was, as a Co-owner, always a Proxy and signed in as such by WM at AGM/EGM and not entitled to be a JMC member–even from the previous JMC’s time. The Gurney Corporation Case in the Court of Appeal on that point sent by me to all JMC members (including WM) two years ago in May 2012 was being ignored all along by WM.
Mrs. WM was informed as such recently and told that she cannot be a JMC member by law and “good governance” with immediate effect. She was asked to refund all allowances paid during her “tenure” with this JMC. The money belongs to owners-public money. Moral of the story? Those who live in glass houses should not throw stones at other houses!
The COB has been advised that by virtue of the combined provisions of Act 663, Act 315 and Article 75 of Federal Constitution, (Article 76 of the Constitution is mentioned in Acts 315 and 663) the JMC can be constituted by 3 members with a quorum of 3 as spelled out in Second Schedule of Act 315.
Round 3 of disruption of JMC work
It has just come to my attention from some owners that WM and wife have started making telephone calls to many owners defaming the JMC and your Chairman. Section 11 (1) of Act 663 is relevant. That section means that any defamation of the JMC or its elected officers is defamation of the whole JMB. That means all Owners. The details are being gathered.
We now come to more pleasant but mundane matters.
The omnipresent “Developer” & our Strata Titles
Pursuant to “good governance and action within the law” your JMC has now decided to vigorously challenge the real status of the purported “Developer”. The legal fund will be used to speed up the long overdue Strata Titles issue. Owners have waited over 17 years for it. The duty is fundamental to the JMB’s existence. For that reason and for reasons including the Raub District Council’s assessment of our Units at commercial rates and for the syncing of the annual accounting period to a Calendar year, your JMC is again planning an early AGM for that purpose. Hopefully the accounts will be ready.
Ongoing Court matters
The assessment of Damages case is ongoing now. So is the billing for the Legal Fund. The Valuation Reports by Khong & Jaffar have been filed. The expert witness is ready. That Expert witness has amended our estimated quantum of damages to reflect certain aspects. The details cannot be disclosed in this forum for obvious reasons of back-stabbers and hidden hands.
Cleaning and Painting of Buildings
With all the distractions, we have, (thanks to our able Manager) the long overdue cleaning and painting is progressing very well. Owners who visit the Resort can see the vast difference now. Photos before and after the job will be put up in our Clubhouse and at the next AGM venue. The owners will recall that JMB had bought the paint and utensils etc. and used our in-house maintenance staff to do the work saving substantial costs. As Chairman, I think the JMB should recognize this contribution by the Manager and staff. Your input (both for and against) is welcome.
JMB Silverpark Resort
Bukit Fraser, Pahang