Citation Codes

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Case Number

W.P No. 378(MS) of 1993

Judges

S.H.A Raza, J.

Acts

provision of the Societies Registration Act. Rule 10

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Smart Summary

Summary of Opinion

Factual and Procedural Background

This writ petition challenges an order dated 30 June 1992 passed by the Assistant Registrar, Societies, which declared meetings of the management committee of Guru Nanak Educational Society, Faizabad, held on 3 May 1992 (and adjourned to 5 May 1992) and the meeting of 5 May 1992 itself to be invalid. The impugned order held that the meetings were invalid primarily because the mandatory seven days' notice required by the bye-laws was not given to every member and the requisite quorum (50% of the Board of Management) was not present. On 3 May 1992 only two persons attended and adjourned the meeting to 5 May 1992; on 5 May 1992 only two persons attended and approved enrolment of 19 new members. Other members of the management committee complained to the Registrar, who declared the meetings illegal; the 19 newly enrolled members then filed the present writ petition seeking to challenge the Registrar's order. The court dismissed the writ petition with costs, upholding the Registrar's declaration that the meetings were void and illegal.

Legal Issues Presented

Whether the meetings of the Board of Management held on 3 May 1992 and the adjourned meeting on 5 May 1992 met the quorum requirements prescribed by the society's bye-laws (50% attendance).
Whether the meetings were vitiated for want of notice to all members as required by the bye-laws (seven days' prior notice).
Whether an adjourned meeting may validly proceed on the notice given for the original meeting (i.e., whether notice for the first meeting suffices for an adjourned meeting), and whether that principle applies where the original meeting was not bona fide.
Whether the Registrar's order was invalid for want of affording the petitioners a reasonable opportunity to be heard (alleged violation of principles of natural justice).

Arguments of the Parties

Petitioners' Arguments (as advanced by Sri B.K. Shukla)

The general body and the management committee each consisted of nine members; at the relevant time one member was away in Punjab and another (Sardar Mohan Singh) had resigned as Secretary, so effectively there were only seven members requiring notice.
A notice for the meeting dated 18 April 1992 was issued to six members, and one member (Sri Darshan Singh) had accepted notice personally, so the required notice had been given to the relevant persons.
No notice was required to be given to the member who had gone to Punjab, and no notice was required to be given to Sardar Mohan Singh because he had resigned from the Secretaryship.
Notices to five persons were sent by certificate of posting.
On 3 May 1992 only two persons attended and the meeting was adjourned; under the bye-laws an adjourned meeting may be held with a reduced attendance requirement (half in absence of quorum), so two persons could validly transact the business on 5 May 1992 without fresh notice.
Counsel relied on the principle stated in Kerr v. Wilkie (1860) 1 LT 501 (as quoted in Blackwell on Meetings) that, where an adjournment is bona fide, it is a continuation of the meeting and the notice for the first meeting suffices for the adjourned meetings.
It was finally contended that the order of the Assistant Registrar was non est because the petitioners were not afforded a reasonable opportunity to be heard before the Registrar (alleged violation of natural justice).

Respondents' / Registrar and Opposing Management Members' Arguments

Other members of the management committee (those who approached the Registrar) contended that they had no knowledge of the meetings and that the meetings were illegal for want of notice to all members and for lack of the required quorum.
The Registrar and the court treated the resignation letter of Sardar Mohan Singh as a resignation from the Secretaryship only and not from membership of the Board of Management; therefore the strength of the Board remained nine and the prescribed quorum (50%) was not present at the meetings.
The conduct of Sri Darshan Singh and Sri Jagat Singh was described as not bona fide and as an attempt to usurp control of the society by circumventing democratic processes; on that basis the doctrine permitting adjourned meetings to proceed without fresh notice (if bona fide) was not available to them.
The Registrar held that no substantive rights of the newly enrolled petitioners had been affected that would make the absence of an opportunity to be heard a breach of natural justice; the court agreed that they could seek enrollment through the Board of Management.

Table of Precedents Cited

Precedent	Rule or Principle Cited For	Application by the Court
Kerr v. Wilkie (1860) 1 LT 501	Principle that an adjournment, if bona fide, is a continuation of the original meeting and the notice given for the first meeting holds for subsequent adjourned meetings.	The court noted this authority but held it did not advance the petitioners' case because the original meeting (3 May 1992) was found not to have been bona fide; therefore the principle could not validate the subsequent proceedings.
R. v. Grimshaw (1847) 11 Jur 965	Authority relied upon (via Shackleton) for the same proposition that a bona fide adjournment continues the meeting and the original notice suffices.	The court acknowledged the authority as stating the rule on adjourned meetings, but found it inapplicable because the court concluded the adjournment and subsequent meeting were not bona fide.
Scadding v. Lorant (referenced)	Referenced in text (parenthetically) as a case separate from the general principle cited in Blackwell; the quotation noted that the cited principle stands independently of Scadding v. Lorant.	Referenced within the quotation relied on by petitioners; the court did not rely upon it to validate the meetings because the underlying factual predicate (bona fides and proper notice/quorum) was not met.

Court's Reasoning and Analysis

The court proceeded in a structured manner focused on the two central factual-legal questions identified in the opinion: (1) whether the requisite quorum was present at the meeting of 3 May 1992 and the adjourned meeting of 5 May 1992, and (2) whether notice as required by the bye-laws had been given to all members.

On the issue of notice, the court found that besides Sri Darshan Singh (who called the meeting) notices were given to six members, meaning seven members had notice. The court rejected the petitioners' contention that no notice was required to be given to the member who was away in Punjab, holding that absence from the district does not waive the duty to give notice and that notice could have been sent to a permanent address or published if necessary. The court therefore concluded that notice to all members was required and was not properly waived or dispensed with.

Regarding Sardar Mohan Singh, the court closely scrutinized his resignation letter and concluded that he had resigned only from the Secretaryship and not from membership of the Board of Management. On the bye-laws the Board consists of nine members (six office-bearers and three ordinary members); where an office-bearer resigns the person remains a member of the Board. Therefore the Board's strength remained nine and the prescribed quorum (50% attendance) was not met at the meeting of 3 May 1992.

Because the meeting of 3 May 1992 lacked the prescribed quorum it was vitiated and had no authority to adjourn the meeting to 5 May 1992. Consequently, the meeting held on 5 May 1992 (attended by only two persons) was also illegal: firstly, it could not be deemed to be a valid adjourned meeting because those who participated in the 3 May meeting had no authority to transact the business; secondly, it was short of the statutory/byelaw quorum.

The court considered the authorities (including Kerr v. Wilkie and R. v. Grimshaw) on whether notice for an original meeting suffices for an adjourned meeting, but emphasized that those authorities apply only where the adjournment is bona fide. The court found that the acts of Sri Darshan Singh and Sri Jagat Singh were not bona fide but were designed to usurp control of the society and circumvent democratic processes; accordingly, the rule on adjourned meetings did not validate the proceedings.

On the procedural fairness / natural justice contention, the court concluded that the petitioners (the 19 newly enrolled members) did not have a right to be heard in person before the Registrar in the dispute between competing sets of Board members, and that no substantial rights of the petitioners had been affected in a manner that would render the Registrar's decision violative of natural justice. The court observed that the petitioners could still seek enrollment through the Board of Management.

Holding and Implications

Holding: The court affirmed the decision of the Additional/Assistant Registrar and dismissed the writ petition. The court's core ruling can be stated as: Writ petition dismissed; the meetings held on 3 May 1992 and 5 May 1992 were void and illegal.

Immediate implications for the parties:

The Assistant/Additional Registrar's declaration that the meetings of 3 May 1992 and 5 May 1992 were void and illegal is upheld.
The enrolment of the 19 persons at the 5 May 1992 meeting is not sustained by the court's decision; the petitioners (those 19 persons) may approach the Board of Management for enrollment through the appropriate democratic process.
The writ petition is dismissed with costs against the petitioners.

Broader implications: The opinion does not articulate any new legal precedent beyond applying established principles about quorum, notice and the bona fides requirement for treating an adjourned meeting as a continuation of the original meeting. The court confined its decision to the facts of the case and the direct effect on the parties.

End of summary based only on the provided opinion.

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Sardar Kanwaldeep Singh And Others v. Assistant Registrar Firms, Societies & Chits, Faizabad And Others

1. Being aggrieved against the order dated 30th June, 1992 passed by Assistant Registrar, Societies, the petitioners claiming (sic) themselves to have been invalid as members of Guru Nanak Educational Society, Faizabad, have filed this petition. By means of the aforesaid impugned order dated 30th June, 1992, the Assistant Registrar declared the meeting held on 5-5-1992 and 12-5-1992 as invalid, mainly on the ground that in the meeting held on 3-5-1992, which was adjourned to 5-5-1992 only two persons attended the meeting and the quorum was not complete. Seven days prior notice, which is the mandatory requirement of holding such a meeting, in accordance with the bye-laws, was not given, to every member in accordance with the rules. The necessary quorum for meeting of the management committee was five members, which was not there in the meeting held on 3-5-1992 and 5-5-1992. Only two persons admittedly participated in the meeting on 3-5-1992, and they adjourned the meeting for 5th of May, 1992. On 5th May, 1992, only two persons participated in the meeting and they approved the enrolment of 19 members as new members.

2. Later on the remaining members, of the management committee, of the institution, who according to them, had no knowledge about the said meeting, approached the Registrar, Societies for declaring the said meeting illegal, as a result of which the Registrar declared the said meetings illegal. Thereafter all the 19 new enrolled members filed the present writ petition.

3. It was contended on behalf of Sri B.K Shukla, counsel of the petitioner, that the general body of the said society which runs the institution Guru Nanak Bal Vidya Mandir, consisted at the relevant time of 9 members. The management committee of the said society also consisted of 9 members. One member had gone to Punjab and was not available at the relevant time. Sardar Mohan Singh who was the Secretary of the Management Committee had resigned and his resignation was accepted. Hence at the relevant time there were only 7 members. A notice for the meeting was issued on 18-4-1992 by Sri Darshan Singh for six members, only, as one member had accepted the notice personally. No notice was required to be given to the member who had gone to Punjab and no notice was required to be given to Sri Mohan Singh, who had resigned from Secretaryship of the Committee of Management. He also drew the attention of this Court that the notices to 5 persons were sent through certificate of posting. Admittedly two persons namely Sarvashri Darshan Singh and Jagat Singh participated into the meeting on 3rd May, 1992, but as the requirement of 50% persons attendance in the meeting as provided under the bye-laws was not there, the meeting was adjourned to 5th May, 1992. On that date, two persons Sarvashri Darshan Singh and Jagat Singh participated into the meeting and the meeting passed a resolution to admit 19 persons as new members, who are the petitioners to this writ petition.

4. Sri B.K Shukla contended that as bye-laws provides that quorum for the adjourned meeting would be half in absence of the quorum, two persons could have transacted the business of the meeting, hence the meeting was perfectly legal. No notice was required for the adjourned meeting.

5. In this regard Sri B.K Shukla has drawn the attention of the Court to the George A. Blackwell Law of Meetings, wherein learned writer relying upon a decision in Kerr v. Wilkie (1860) 1 LT 501, in the House of Lords the Lord Chancellor indicated:

“But independently of that case (Scadding v. Lorant), I hold it to be quite clear, that upon general principles an adjournment, where there is power of adjournment, if bona fide, is only a continuation of the meeting; the moment you admit identity of meeting no more is to be said, and the notice that was given for the first meeting holds good for and includes all the other meetings following upon it.”

6. Thus the crux of the matter involved in this case is two fold; firstly as to whether the quorum of the meeting of the managing committee held on 3rd May, 1990 as well as the adjourned meeting held on 5-5-1992 was in accordance with the rule of quorum prescribed under bye-laws of the said Society; secondly, as to whether the meeting was vitiated for want of notice to all the members.

7. Before replying to the aforesaid two questions, it would be relevant to glance over the rules framed by the society, which has been duly registered under the provision of the Societies Registration Act. Rule 10 of the constitution of the Board of Management provides for the constitution of Board of Management which reads as under:—

8. The Board of Management shall be constituted as under:—

(a) President elected from the members.

(b) Vice President elected from the members.

(d) Treasurer elected from the members.

(e) Joint Secretary elected from the members.

(f) Auditor elected from the members.

(g) Member elected from the members.

9. Regarding quorum of the meeting of the Board of Management, Rule 13 provides — 50 per cent attendance is necessary to transact business in the meeting of general body of the Board of Management. In case the meeting fails for lack of quorum, then the meeting shall be in half (in) absence of the quorum. The information of the meeting shall be given 7 days before the meeting.

10. First of all it has to be seen as to whether notice to all the members as required under bye-laws was given for the meeting which was scheduled to be held on 3rd May, 1992. Admittedly, besides Mr. Darshan Singh who called the meeting, notice was given to six members, which means that including Sri Darshan Singh, seven members had the notice of the meeting.

11. According to Mr. B.K Shukla, one member of Board of Management, Sri Sardar Pritam Singh was not in Faizabad and at the relevant time had gone to Punjab, hence no notice was required to be given to him. This contention of Sri B.K Shukla appears to be baseless for the simple reason, that in accordance of the rules every member was required to be given the notice of the meeting. If a person goes outside from the district, it does not mean that he would not attend the meeting. Notice to such a person cannot be waived. It was a duty of person, who called the meeting to have enquired about the whereabouts of the person who had gone outside the district. If it was rather impossible even then the notice could have been sent to his permanent address or published in any newspaper. But that was not done.

12. As far as the question that Sri Mohan Singh had resigned and at the relevant time he was not a member and no notice to him was required is concerned, I have very minutely scrutinized his letter of resignation, in which he had stated that due to his business pre-occupation, it was not possible for him to discharge the duty of the Secretary and hence, he resigned from the Secretaryship only, (on) The question as to whether he had also resigned from the membership of the Board of Management or not, the contention of Mr. Shukla is that after resignation, he would only remain as a member of general body, but would not be member of the Board of Management.

13. According to the bye-laws of the society the Board of Management would consist of 9 members, out of which 6 would be the office bearers and three would remain members of the Board of Management. It is the Board of Management which elected six members as office bearer, meaning thereby that the Board of Management would consist of 9 members; 6 office bearers and three members. Where the office bearers are elected by the Board of Management, if the office bearer resigns, he would remain a member of the Board of Management. Mr. Mohan Singh never resigned from the membership of the Board of Management. He resigned from the post of Secretaryship, hence, the strength of the Committee of Management was 9 at the relevant time. The prescribed quorum of 50% in the meeting held on 3rd May, 1992 was thus not complete. The meeting was vitiated for want of quorum and it had no authority/business to adjourn the meeting, to 5th May, 1992. Hence, the meeting held on 5th May, 1992; was also illegal in as much as it was attended by only two persons; firstly for the reason it could not be deemed to be an adjourned meeting, simply for the reason that participants of the meeting held on 3rd May, 1992, had no right to transact any business of the meeting; and secondly the meeting was short of the quorum prescribed under bye-laws.

14. Although the question as to whether for an adjourned meeting, the quorum is necessary or not is not very relevant for the purpose of this case, but even the authority cited by Sri B.K Shukla, does not advance his case, for the simple reason, that the meeting which was called and transacted its business on 3rd May, 1992 was not a bona fide act on the part of Sri Darshan Singh. Sri Darshan Singh and Sri Jagat Singh wanted to usurp the powers of the Board of Management of the Society with a view to have their control over the entire society and the management of the institution.

15. As far as the law of notice to adjourned meeting is concerned, it has been long settled. Shackleton in his Law and practice of Meeting at page 41, indicated on the basis of the authority reported in R. v. Grimshaw (1847) 11 Jur 965, that an adjournment, if bona fide, is only a continuation of the meeting and the notice that was given for the first meeting holds good for and includes all the other meetings following upon it. Kerr v. Wilkie (1860) 1 LT 501. If, however, the meeting is adjourned sine die, a fresh notice must be given. No new business can be introduced unless notice of such new meeting is given.

16. In the circumstances of the case, I am of the view that the entire process, from issuance of the notice of the meeting only to 6 or 7 members for 3rd May, 1992 and its adjournment on 5th May, 1992, although, it was attended by only two members, was not a bona fide act on the part of Sri Darshan Singh and, such an act was done to scuttle and circumvent the democratic process. Notice to all members was also necessary for the meeting scheduled to be held on 5th May, 1992. In absence of such a notice the proceedings of the meeting held on 5th May, 1993 would also be vitiated.

17. It was lastly contended on behalf of the petitioners, that the order passed by the Assistant Registrar, Societies Registration, was non est for the reason that no opportunity, much less a reasonable opportunity, was afforded to the petitioners before deciding the case. Dispute before the Registrar was amongst the members of the Board of Management; while one set of members consisting of two persons had taken up a plea that the proceedings of the meetings held on 3rd and 5th May, 1992 were valid and the enrolment of 19 members was perfectly legal; other set of the members of the management took up a position that the meeting was vitiated for want of notice and quorum. The petitioners who were enrolled as members in the meeting held on 5th May, 1992 had no right to be heard in person. If they are actually interested to get themselves enrolled as a member of the general body of the society, they can still approach the Board of Management. The principle of natural justice has not been violated for the simple reason that no substantial rights of their's has been affected, as it is for the Board of Management to enroll them as members or not. The principles of natural justice as well as quantum and nature of the natural justice depend upon the facts and circumstances of each and every case. In the present case, I am of the view that there was no violation of principles of natural justice and the petitioners have no right to claim any such right.

18. In the present case, I find that a concerted effect has been made by Sri Darshan Singh and other person to usurp the powers of the society and control the same, with the exclusion of other members of the Board of Management. The Additional Registrar, Society Registration, was justified in declaring the meeting held on 3rd and 5th May, 1992 as void and illegal. I find no infirmity in the order passed by the Additional Registrar. Hence the writ petition is dismissed with costs.

19. Petition dismissed.

Sardar Kanwaldeep Si... v. Assistant Registrar ...