IN THE HIGH COURT OF ALLAHABAD
A. P. Srivastava and Jagdish Shahi, JJ.
RAM CHARAN AGARWALA - Appellant
Versus
SHRIDHAR MISRA - Respondents
Special Appeal 471 Of 1958
Decided On : 08/24/1961
SOCIETIES REGISTRATION ACT, 1860 - SECTION 12 - CHANGE OF PURPOSE - MANDATORY - RULE 46 OF OLD RULES - AMENDMENT OF RULES - DELEGATION OF POWER - INVALID - JURISDICTION OF CIVIL COURT - INTERNAL MANAGEMENT OF SOCIETY - EXCEPTION - ULTRA VIRES ACT - FRAUD - ILLEGALITY - SPECIAL RESOLUTION.
Fact of the Case:
The Sammelan, a society registered under the Societies Registration Act, 1860, had its objects to promote Hindi language and literature. In 1949, a resolution was passed appointing a committee to draft a new constitution. The committee drafted a constitution, but it was not passed in the session. Another resolution was passed appointing a second committee to draft a new constitution. The second committee drafted a constitution and eight of its members signed it. The new constitution was challenged by some members of the Sammelan on the ground that it was invalid as it was not passed in accordance with the procedure laid down in the old rules and that it changed the purpose of the Sammelan.
Finding of the Court:
The court held that Section 12 of the Societies Registration Act, 1860, which requires a special procedure to be followed for changing the purpose of a society, is mandatory and not merely directory. The court also held that the general body of the Sammelan could not delegate its power to amend the rules to a committee. The court further held that the new constitution was invalid as it was not passed in accordance with the procedure laid down in the old rules and that it changed the purpose of the Sammelan. The court also held that a civil court has jurisdiction to entertain a suit relating to the internal management of a society if the action of the majority is ultra vires the society, if the act complained of constitutes a fraud on the minority, if the action of the majority is illegal, or if a special resolution is required by the Articles of the Company and the assent of the majority to such special resolution is obtained by a trick.
Issues: 1. Whether Section 12 of the Societies Registration Act, 1860, is mandatory or directory? 2. Whether the general body of a society can delegate its power to amend the rules to a committee? 3. Whether the new constitution was invalid as it was not passed in accordance with the procedure laid down in the old rules and that it changed the purpose of the Sammelan? 4. Whether a civil court has jurisdiction to entertain a suit relating to the internal management of a society?
Ratio Decidendi: 1. Section 12 of the Societies Registration Act, 1860, is mandatory and not merely directory. 2. The general body of a society cannot delegate its power to amend the rules to a committee. 3. The new constitution was invalid as it was not passed in accordance with the procedure laid down in the old rules and that it changed the purpose of the Sammelan. 4. A civil court has jurisdiction to entertain a suit relating to the internal management of a society if the action of the majority is ultra vires the society, if the act complained of constitutes a fraud on the minority, if the action of the majority is illegal, or if a special resolution is required by the Articles of the Company and the assent of the majority to such special resolution is obtained by a trick.
Final Decision: The court dismissed the appeal filed by the appellants challenging the validity of the new constitution and allowed the appeal filed by the respondents challenging the direction of the lower court to hand over charge to the president of the Sammelan.
( 1 ) THESE four connected appeals are directed against the decree passed by our brother Oak in exercise of the original civil jurisdiction of this Court in three consolidated suits. The three suits relate to the Hindi Sahitya Sammelan which is a body registered under the Societies Registration act (No. XXI of 1860) and is hereinafter referred to as the Sammelan. It was constituted several decades ago for the purpose of promoting Hindi language and to develop Hindi literature. In the year 1946 certain rules were framed for the management of the affairs of the Sammelan. With the prospects of Hindi being recognised as the national language of India in the Constitution it was felt by a large section of the Sammelan that it had become necessary to introduce fundamental changes In the objects, programme and the constitution of the Sammelan. The annual session of the Sammelan for the year 1949 was held in December of that year at hyderabad and there a resolution was passed appointing a committee of twenty one members for drafting a new constitution or set of rules for the Sammelan in order to make it fully representative of all the Hindi regions of the country. The resolution inter alia provided that the new constitution after being drafted should be placed for approval before a special session of the sammelan. It is the common case of the parties that the committee of 21 persons mentioned above (hereinafter referred to as the first committee) drafted a constitution and the said draft was placed for approval before the special session of the Sammelan convened at Patna in June 1950 but for certain reasons the same could not be passed in that session. Instead, resolution No. 1 was passed appointing another committee of cloven persons (hereinbelow referred to as the second committee) for drafting a new constitution and one in fact was drafted by the second Committee. The next session of the Sammelan was held at Kotah in December 1950 under the presidentship of Sri Jaichand Vidyalankar and though it was intended to put before the delegates assembled there the draft prepared by the second committee it could not be so done as the draft became un-traceable. The Kotah session thereupon passed resolution No. 11 which is to the effect that new constitution be prepared by the second committee and the same when drafted would be deemed to have been adopted by the Sammelan if and when it was signed by eight out of eleven members of the committee. The second committee-drafted another constitution and by the 10th august 1951 seven of its members signed it. As signatures of eight or, more than eight members were required to enforce the constitution Sri Mauli Chandra Sharma who was the convener of the committee called a meeting for 28th of August 1951 at Allahabad for the consideration of the new constitution (referred to in this judgment as new rules also) but before the meeting could be held one of the members of the second committee appended his signature to the draft constitution on 11th of August 1951 thus making the number of the signatories to that constitution as eight. Thereafter some of the members of the Sammelan took up the stand that the new constitution had come into force as it had been signed by eight persons. On 28-8-1951 Sri Sridhar Misra and two others filed civil suit No. 567 of 1951 in the court of Munsif (West) Allahabad against Sri jaichand Vidyalankar and eleven other inter alia on the allegations that the resolution No. 1 passed at Patna Special Session and resolution No. 11 passed at the Kotah session were ultra vires and inoperative and the new constitution was invalid. The relief claimed in the suit was for a declaration that the resolutions mentioned above and the new constitution were ultra vires the sammelan and were full and void and further that the constitution drafted by the first committee and placed before the Patna session was the valid constitution. A prayer was also made for a permanent injunc
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