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Time and time again, the statutory minority oppression regime under the Corporations Act 2001 (Cth) (Act) is a relevant issue that shows up in different forums. It remains a powerful right with a broad range of remedies¹ from the Court if:

• the conduct of a company’s affairs;
• an actual or proposed act or omission by or on behalf of a company; or
• a resolution, or a proposed resolution, of members or a class of members of a company,

is either:

• contrary to the interests of the members as a whole; or
• oppressive to, unfairly prejudicial to, or unfairly discriminatory against, a member or members whether in that capacity or in any other capacity².

Summary

In the three cases of Ugle v South West Aboriginal Medical Service Limited on 17 February 2026³, 13 April 2026⁴ and 23 April 2026⁵, the Federal Court delivered an important message for charities and reinforced the need for procedural fairness and accountability to all members. The Federal Court found certain conduct as oppressive, including when it was “commercially unfair” in the not-for-profit (NFP) context. The central oppression against minority members in this case included:

• invalid expulsions without procedural fairness;
• factional control of the board;
• failures in governance;
• flawed selection committee process; and
• exclusion of dissenting members.

The Federal Court also observed the need for fair and appropriate governance in the NFP context when serving specific communities. In particular, the Federal Court:

• looked at the charitable objects of SWAMS;
• noted the NFP character of providing services and benefits to members, which expressly contemplate culturally respectful institutional practices and processes; and
• evaluated fairness with regard to these characteristics.

It observed in particular that this “involves a consideration of the conduct through a very different lens to that which would pertain to steps taken to control the affairs of a public company being steps that could be pursued in the interests of a shareholder seeking to influence the commercial direction of that company”⁶.

Finally, the Federal Court emphasised the expectation of good governance, including accountability. In its orders, the Federal Court didn’t just invalidate the oppressive conduct, it reconstructed governance including by:

• ordering an AGM under certain requirements;
• imposing an independent chair and electoral supervision of proxy voting;
• modifying the constitution including election process, director’s term and proxies; and
• exercising other broad powers under section 233 of the Act.

Case

Three judgments were delivered by Justice Colvin of the Federal Court of Australia, Western Australia Registry, General Division (Commercial and Corporations National Practice Area) in respect of the case of Ugle v South West Aboriginal Medical Service Limited, Ugle v South West Aboriginal Medical Service Limited (No.2) and Ugle v South West Aboriginal Medical Service Limited (No.3) respectively.

Parties

• Plaintiffs: Lesley Anne Ugle (first plaintiff, who is a member and a continuing director), Michelle Raye Munns, Donna Leanne Turvey, and Gavin Flyn McGuire (second, third and fourth plaintiffs, who are members).
• Defendant: South West Aboriginal Medical Service Limited (SWAMS) is a public company limited by guarantee registered with the ACNC as a health promotion charity that is endorsed by the ATO as a deductible gift recipient. It has approximately 1,200 members. As a provider of health services to the Aboriginal community in Western Australia, SWAMS transitioned from its registration under the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (Cth) to the Act.

Facts

Amongst various issues, key facts include:

• A faction led by the chairperson Mr Phillip Ugle and the director Mr Ernie Hill controlled the board of SWAMS;
• In response to members’ criticism and whistleblower issues, the board issued expulsion notices to 21 members (including the Plaintiffs) on generic grounds, without prior notice or opportunity to respond;
• Ms Lesley Ugle’s membership and director status was targeted after she raised concerns; and
• The board also used flawed selection committee processes under SWAMS’ constitution, sought violence restraining orders against some members, and resisted accountability at the upcoming AGM.

Decision

The Federal Court held that:

• Constitutional interpretation should apply commercial contracts principles with caution for surrounding circumstances and use of extrinsic materials. In so doing, an upcoming AGM is the second one that will result in board vacancies;
• The expulsion notices issued by the board were invalid. They had serious consequences yet the board failed to afford procedural fairness. The notices did not properly disclose the genuine reasons for expulsion. As such, members could not meaningfully exercise their constitutional right of appeal without knowing the real basis for the decisions; and
• The oppression claim was upheld. There was a pattern of conduct by the board (particularly Mr Phillip Ugle and Mr Hil) aimed at control and avoiding accountability.

This included:

• • factional decision-making on the board;
  • irregularities in director selection processes;
  • questionable handling of expulsions and director removal attempts; and
  • actions that were unfair in the NFP context of an Aboriginal community-controlled organisation (with an emphasis on cultural respect of membership participation).

Relief

Like many minority oppression cases, the three cases here illustrate the broad powers and remedies available as below. In particular, the Federal Court can intervene where governance mechanisms themselves are compromised.

Footnotes 

[1] See orders the Court can make under section 233(1) of the Corporations Act 2001 (Cth). This list is non-exclusive and includes:

(a) that the company be wound up;

(b) that the company’s existing constitution be modified or repealed;

(c) regulating the conduct of the company’s affairs in the future;

(d) for the purchase of any shares by any member or person to whom a share in the company has been transmitted by will or by operation of law;

(e) for the purchase of shares with an appropriate reduction of the company’s share capital;

(f) for the company to institute, prosecute, defend or discontinue specified proceedings;

(g) authorising a member, or a person to whom a share in the company has been transmitted by will or by operation of law, to institute, prosecute, defend or discontinue specified proceedings in the name and on behalf of the company;

(h) appointing a receiver or a receiver and manager of any or all of the company’s property;

(i) restraining a person from engaging in specified conduct or from doing a specified act; and

(j) requiring a person to do a specified act.

[2] Section 232 of the Corporations Act 2001 (Cth).

[3] Ugle v South West Aboriginal Medical Service Limited [2026] FCA 101; BC202601630.

[4] Ugle v South West Aboriginal Medical Service Limited (No 2) [2026] FCA; BC202605473.

[5] Ugle v South West Aboriginal Medical Service Limited (No 3) [2026] FCA 508; BC202605964.

[6] Ugle v South West Aboriginal Medical Service Limited [2026] FCA 101; BC202601630 at paragraph [76].

This article was published on 5 June 2026 by Carroll & O’Dea Lawyers and is based on the relevant state of the law (legislation, regulations and case law) at that date for the jurisdiction in which it is published. Please note this article does not constitute legal advice. If you ever need legal advice or want to discuss a legal problem, please contact us to see if we can help. You can reach us on 1800 059 278 or via the Contact us page on our website. (www.codea.com.au).