S. SHYLAJA Vs. STATE OF KERALA AND ORS.

JUDGEMENT

(1.) THE petitioner is a member of the Board of Directors of the 4th respondent, Vakkom Farmers Service Co -operative Bank Ltd. No. 542. She was elected on 13.02.2011 and according to the learned counsel for the petitioner, her term expires only on 12.02.2016. As per Ext. P7 order of the 2nd respondent, she has been disqualified from continuing as a member of the Board of Directors. The allegation against her is that she had absented from four consecutive meetings, without permission and has therefore entailed the disqualification that is stipulated in clause 24(4) of the Bye -laws of the 4th respondent bank which has been produced as Ext. P1. According to the petitioner, she could not attend the meetings due to circumstances beyond her control created by a necessity to discharge the official duties assigned to her by the District Co -operative Bank and the Pariyaram Cooperative Managing Committee to which bodies she had been elected/nominated in her capacity as a representative of the 4th respondent bank. However, it is her case that she had sought permission as required by clause 24(4) of the Bye -laws, by submitting applications for leave to the President of the Society. It is the case of the 5th respondent President that such leave applications were received but, were retained by him without handing them over to the Managing Director or the Board. Therefore, it is contended that she had not absented from four consecutive meetings without permission. Advocate Thomas Abraham, who appears for the petitioner, contends that clause 24(4) of the Bye -laws does not specify the authority from whom, prior permission had to be obtained, in order to satisfy the requirements of the said provision. In the absence of any specific authority being mentioned, the permission of the President was sufficient and the understanding of the requirement of the provision by the petitioner in the said manner cannot be found fault with. At any rate, if the President had exercised a power that was not available to him, the petitioner should not be made to suffer for the consequences thereof. The counsel also places reliance on clause 24(3) of the Bye Laws to draw an analogy that in cases where a resignation is submitted, though the President is authorised to receive the same, it has been specifically provided that the Board of Directors should approve the same. In the case of leave applications, there is no similar stipulation that the leave applications should be approved by the Board of Directors. In the absence of such a specific stipulation, it is contended that the President was competent to grant the leave that was sought for by the petitioner under clause 24(4) of Ext. P1. It is also contended that it was the practice of the 4th respondent Bank for the President to grant such permissions. No rule, circular or other legal provision requires that the leave applications should be approved by the Board of Directors or that such leave applications should be kept in a register that is to be maintained. Neither the Act nor the Rules mandate the maintenance of such a register, it is contended. In spite of the above legal position, it is contended that the appeal filed by the petitioner against Ext. P7 to the 1st respondent has also been rejected by Ext. P10 order. The petitioner therefore seeks the issue of appropriate orders and directions setting aside Exts. P7 and P10.

(2.) THE learned Special Government Pleader Sri D. Somasundaram, appears for respondents 1 to 3. According to the learned counsel, the Bye -law provision does not suffer from any ambiguity as sought to be made out by the learned counsel for the petitioner. The Bye -law provision is clear. It is contended that, the leave of absence should be obtained from the Board, before a person absents himself from four consecutive meetings. Such permission not having been obtained by the petitioner, it is contended that she has been rightly disqualified. It is also pointed out that the petitioner had been absent for 10 consecutive meetings, without obtaining any leave of absence. The Assistant Registrar had conducted an inspection of the 4th respondent Bank whereupon also, no such applications for leave were made available. Therefore, further action was initiated and as per Ext. P7, the petitioner was disqualified. All the contentions of the petitioner have been gone into and found against by the 1st respondent in the appellate order also. It is further contended by the learned Special Government Pleader that for every resolution that is to be adopted by the Board of Directors, the prescribed quorum is necessary and therefore, it is not sufficient that a member of the Board is present at the commencement of the meeting, but he should continue to be present until the proceedings of the meeting are completed.

(3.) THE question that arises for consideration is whether the petitioner is disqualified in view of clause 24(4) of Ext. P1 Bye -laws. Rule 44(i)(j) of the Kerala Co -operative Rules, 1969 (hereinafter referred to as 'the Rules' for short) provides that, a person is disqualified, if he is so disqualified under any of the provisions of the Bye -laws of the Society. As per the bye law provision, a member who absents himself from four consecutive meetings of the Board without permission, shall cease to be a member thereof. Therefore, the consequence of disqualification upon a member of the Board who absents from four consecutive meetings without permission is automatic. It is not in dispute here that the petitioner had absented from ten consecutive meetings. But her case is that, she had submitted leave of absence at every fourth consecutive meeting, seeking permission.