The main legal point established in the judgment is that the provisions of Section 22 of Act 2 of 1912 and the bye-laws of a co-operative society should align in determining the qualifications for membership and the transfer of shares to nominees or legal representatives.

JUDGMENT

Mitter, J. - This is an appeal on behalf of the Barisal Co-operative Central Bank Limited, the defendant in the suit brought by the plaintiffs Who seek for substitution of their names as members and holders of one hundred preference shares in the register of the defendant society in place of their deceased brother on declaration of their rights to be so substituted. The Subordinate Judge has decreed the suit of the plaintiffs and hence the present appeal by the defendant society.

2. It is not necessary to re-state the facts as they have been stated with sufficient fullness in the judgment of the learned Subordinate Judge. Reference must however be made to the salient ones on which the questions of law, which are in controversy in the present appeal, really turn. It appears that some time in July 1913 an application was made by Mr. N. Gupta who was a well known barrister of this Court for 40 preference shares in the defendant bank on the terms of the Bye-laws of the said bank. The application is printed at page 1, part. 2, of the paper book. In September 1916 the nomination paper was filed by Mr. Gupta by which he nominated his brothers Benoy Bhusan Gupta and Indu Bhusan Gupta who are plaintiffs-respondents to the present appeal as the persons to whom shall be transferred the property of the nominator in the society with reference to the loans, shares, or deposits on his; death. Mr. Gupta died on 27th February 1930. He died leaving behind him a will appointing his two brothers as executors. Probate of the said will was granted to his brothers the plaintiffs-respondents, by this Court on 3rd April 1930: vide p. 31, part 2 of the paper book. On 28th May the plaintiffs-respondents wrote to the Secretary of the defendant bank requesting him to substitute their names as executors in the register of the company in place of Mr. Gupta.

3. On 1st June 1930 there was a resolution of the working committee of the appellant bank on the above application by which the bank authorities refused the application for substitution but asked the plaintiffs-respondents to take back the paid up share, money and the dividend, if any, as executors. On 23rd June 1933 the plaintiffs again wrote to the Secretary of the bank for re-consideration of the matter of substitution: but on 24th August 1930 when the working committee met to consider the said application for reconsideration in addition to other applications for substitution from different persons they refused to re-consider them, as in their opinion it was in the best interest of the co-operative movement that on the death of a particular member his share should be paid up; and they further repeated their request to the plaintiffs to take back their share money. On 25th August 1930 the above resolution of the Working Committee was forwarded to the plaintiffs-respondents. On 26th August the plaintiffs-respondents wrote again to the secretary of the bank a letter in which they characterised the resolution as ultra vires and they refused to accept the decision of the Working Committee and further asked for a re-consideration of their case. On 13th September 1930 the bank secretary wrote to the respondents and demanded reasons on which the re-consideration of their claim might be based. On 17th September 1930 the plaintiffs-respondents wrote back to the Secretary in reply and they gave certain reasons as to why the previous decisions of the bank should be re-considered. On 29th October 1930 there was a letter from Mr. Donovan informing the plaintiffs that he had enquired about their case and intimating further that the matter would be referred to the Registrar of Co-operative Societies and possibly to Government for orders. On receipt of this letter the plaintiffs by their letter Ex. E which is to be found at p. 42, part 2 of the paper book, wrote to the Registrar that they understood that the matter had been referred to him for his consideration and final decision and that they had placed for his