SURESHKUMAR Vs. JOINT REGISTRAR

JUDGEMENT

(1.) PETITIONERS are members of the third respondent society. Second petitioner is a member of the Board of Directors whose term expired on 30. 5. 1999. As per the Bye-laws of the society, members of the managing committee are nine. Since four of them have resigned from the managing committee, only five remained. As per S. 28 (5) of the Kerala Co-operative societies Act thereinafter referred to as 'the Act'), quorum for a meeting of the committee shall be such number of members just above fifty percent of the total number of members of the committee. Therefore, quorum for a valid meeting of the Board of Directors is 5. On 30. 3. 1999 a meeting of the Board of directors was convened in which all the five Directors have attended initially. Decision to conduct election should be taken before sixty days of the expiry of the term of the committee. Therefore, a decision had to be taken regarding the election to be conducted on 30. 5. 1999 as the term of the committee was to expire on 30. 5. 1999. According to the petitioners, they had some objection regarding membership of certain persons and, therefore, second petitioner left the meeting and resolution No. 275 and some other resolutions were passed in the above committee meeting including the resolution to conduct the election on 30. 5. 1999. According to the second petitioner, when the above resolution was passed, he was not present and the remaining four members will not constitute quorum and, therefore, that resolution is not valid. Consequent to that resolution, a returning officer was appointed and Ext. P1 notice of election was published fixing the election on 30. 5. 1999. Draft voters list was published and after objections, final voters list was also published. Nomination papers were filed. Scrutiny of nominations was also over. Only one candidate each filed nomination for five wards. Therefore, there is no need to conduct election in those five wards. Election is to be conducted in Ward Nos. 3, 5, 7 and 8 (four wards) where nominations were accepted from more than one person. At this juncture, Original Petition was filed for canceling the election process started by Ext. P1 notice as the date was fixed on the basis of an invalid resolution.

(2.) ACCORDING to the petitioner, in all the previous meetings, signatures were obtained from the members of the committee who were attending the meeting at the beginning as well as at the end. Bye-law 41 provides that all matters decided or discussed in the meeting should be recorded in the minutes book and President and Secretary and Directors who are present in the meeting should sign the minutes book. The matter was considered by my late brother Justice Krishnan Unni at the time of admission and further proceedings with regard to the election including publication of result was stayed by him in C. M. P. No. 19612/99. Since certain prima facie findings were mentioned in the order, after perusing the records, I am reproducing the relevant portion of the order: "in the old minutes book at page No. 300 the second petitioner has signed as a person who was present. But the second petitioner's case is that he has left the meeting when resolution No. 275 was taken at that time there were only four members. The particular minutes is contained in page 300 of the old book and is continued in a new book. A perusal of the previous minutes book show that signatures of all the members present are affixed after the decisions are taken and resolutions are recorded in the minutes book. But in this particular meeting after the resolutions are recorded at page 20 only the President has signed and other members present had not signed. In view of this circumstance, the contention of the second petitioner is that he was not a party to the resolution and in that case only 4 members were present when the decision to conduct the election was taken and, therefore, it is invalid. S. 28 (5) of the Co-operative Societies Act lays down that the quorum for a meeting of a committee shall be such number of members just above fifty percent of the total number of members of that committee. The total number of members of Board of Directors of this society is 9 and, therefore, the minimum requirement is 5 members. In view of the above, it would appear from the records that Ext. P1 notification is not validly constituted. "

(3.) IN Re Hartley Baird Lid's case ( (1954) 3 Al1. E. R. 695) (Chancery Division) question of quorum at the general meetings is considered. The relevant clause considered was Arts. 52 and 53 of the Companies, Act which were as follows: "52. No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business. For all purposes the quorum shall be ten members personally present. " "53. If within half an hour from the time appointed for the holding of a general meeting a quorum is not present, the meeting, if convened on de requisition of members, shall be dissolved. On the wording of the above articles, it was held that to satisfy the quorum of the meeting it is enough that quorum is present at the beginning of the meeting only. This was referred to in the subsequent decision in Re London Flats Ltd ( (1969) 2 A11. E. R. 744) (Chancery Division ). IN that case, there were only two members in the Director Board and, therefore, it was held that the moment when one member left there is no meeting as a single shareholder is unable to constitute a meeting. On a reading of the above decision shows that main point decided was not about the quorum but to the question whether one member alone can continue with the meeting. Unlike the provisions in the Companies Act concerned in these decisions, here, the question is in the absence of a provision that quorum is necessary only at the initiation of the meeting when the provision is not specific in the Act is it enough that at the earlier stage of the meeting quorum is present and members for constituting quorum are absent when real business is transacted. Considering the Hartley Baird Ltd's case Shackleton has stated as follows: " Although the case was rightly considered in the light of particular regulations, the general question of the validity of a resolution passed when a quorum was present "when the meeting proceeds to business" but not when the actual resolution is put to the meeting remains to be resolved". (Shackleton on "the Law and Practice of meetings" page 191) Shackleton has also stated in page 45 as follows: "it was not sufficient if, when the quorum had once assembled, the corporate act was done by a majority of those remaining after some members of the quorum had left the meeting".