JUDGMENT :

The above writ petition is filed by the petitioner, a Cooperative Bank aggrieved by Exhibit P3 order dated 28.02.2011 passed by the 1st respondent Government.

2. Brief facts necessary for the disposal of the above writ petition are as follows: Petitioner is a Co-operative Society registered under the Kerala Co-operative Societies Act, 1969 (hereinafter referred to as the ‘Act’). The committee of the society consists of 11 members. In a meeting of the committee held on 29.12.2008, though 9 members of the committee participated and they signed the attendance register and in the minutes book and attended the meeting till the end, by an inadvertent omission 5 members failed to sign the minutes after recording the resolutions in the minutes book. The 3rd respondent herein filed Exhibit P1 complaint dated 18.03.2009 before the 2nd respondent for rescinding the resolution passed on 29.12.2008 by the managing committee of the petitioner’s society alleging that there was no compliance with the provisions of Co-operative Societies Act and Rules in as much as there was no quorum for the meeting. The 2nd respondent conducted an enquiry into the allegations and rejected Exhibit P1 complaint as per Exhibit P2 order dated 16.06.2020. Aggrieved by Exhibit P2 order, the 3rd respondent preferred an appeal before the 1st respondent and by Exhibit P3 order dated 28.02.2011 the same was allowed holding that resolution passed by the committee of the petitioner bank held on 29.12.2008 is to be considered as illegal for want of sufficient quorum for the meeting. It is aggrieved by the said decision of the Government that the present writ petition is filed.

3. The 1st respondent filed a detailed counter affidavit maintaining the stand that Exhibit P3 order is perfectly legal and valid in as much as there was no sufficient quorum for the meeting and the decision taken by the committee of the bank on 29.12.2008 is in violation of the rules and therefore illegal. The counsel appearing for the 3rd respondent also supported the said stand and contended that going by Clause 40 of the Bye-Law of the bank, it is mandatory that all decisions taken in the committee meeting must be entered in the minutes and then signed by the President, Secretary and also by all the directors present in the meeting.

4. I have heard Shri S. Ananthakrishnan, learned counsel appearing for the petitioner, Shri Joshi, learned Government Pleader appearing for respondents 1 and 2 and also Shri Liji J Vadakedom, learned counsel appearing for the 3rd respondent.

5. Before getting into the merits of the matter, it is profitable to consider the procedure for the conduct of a meeting and about the quorum for the meeting as provided in the Kerala Co-operative Societies Act, 1969 and the Rules as well as the bye-law of the petitioner Cooperative Society. Section 28 (5) of the Act deals with the quorum for a meeting of a committee which provides as follows:

“28. Appointment of committee.-

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(5) The quorum for a meeting of a committee shall be such number of members just above fifty per cent of the total number of members of that committee.”

6. A copy of the bye-law of the petitioner society was made available for the perusal of this court by the counsel for the 3rd respondent. Clause 37 (b) of the said bye-law mandates that any decision could be taken in the committee meeting in which at least more than half of the number of directors is present. Further, as per Clause 40 of the bye-law, every decision on each item that is discussed and decided in the committee meeting should be entered in the minute's book and the President and the Secretary and also the directors present in the meeting should affix their signatures. A combined reading of Section 28 (5) of the Act along with the provisions in the bye-law makes it explicitly clear that there should be quorum during the meeting and also at the time of passing the resolution. The question of law in this regard is well settled by the d