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TMI Blog1940 (10) TMI 15X X X X Extracts X X X X X X X X Extracts X X X X ..... ing of the society was called at which a managing 'Committee was elected. In the plaint the proceedings of this meeting are challenged. This election was for the years 1936-37-38. The next general meeting of the society was called on December 4, 1938. At that meeting eight persons were elected to the managing committee. They co-opted one member in April, 1939. The managing committee, on a consideration of the situation, resolved to borrow money from certain other parties and entered into an agreement with them for that purpose. The plaintiff started correspondence in which he challenged the advisability and legality of those acts. He challenged the constitution of the managing committee also. A requisition signed by eighteen members and dated September 24, 1939, was forwarded to the then existing managing committee which called a general meeting of the members on October 15, 1939. The requisition signed by the eighteen members showed a desire to pass four resolutions mentioned therein. They were to validate the election of the managing committee which had been functioning till then and their acts. A notice containing the four resolutions which were intended to be passed at the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... timated to the Court that the plaintiff did not challenge the proceedings of the general meeting of the society held on July 26, 1936, and gave up his contentions in respect of the same. He also did not dispute that the defendants were duly elected members of the managing committee for the years. 1936-37-38. On that, issues Nos. 3, 5 and 6 must be answered against the plaintiff. The third issue was raised because two of the defendants were not elected at the meeting of July 26, 1936, and that issue became unnecessary. 4. The first question is whether the suit as framed is maintainable. It was argued on behalf of the defendants that the society was not a party to the suit. The allegations contained in the plaint amounted to an alleged irregularity in the internal management of the society. Taking them all together they did not amount to an allegation that the 'acts were ultra vires the society. They were all acts within the powers of the society. The only dispute raised by the plaint was whether, within the powers of the society, the managing body had acted according to its rules and by-laws. It was further argued on behalf of the defendants that as the society itself did not ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... puted acts are ultra vires the society. 5. Pender v. Lushington also does not help the plaintiff. In that case a shareholder of the company was prevented from voting at a meeting. He filed a suit and applied for an injunction. The facts showed that the company was a party to the litigation. That was clearly a case where the plaintiff's individual right was denied and his status as a member of the company was in dispute. That gives rise to an individual grievance and a remedy for that can be obtained in a Court of law. In the present case it is not suggested that the plaintiff was prevented from doing anything as a member of the society. 6. The position of a society registered under the Societies Registration Act is more like that of a club or a joint stock company. The position of members of a company in respect of the acts of the directors or managers is stated by Lord Davey in Burland v. Earle [1902] A.C. 83, as follows (p. 93):-- Again, it is clear law that in order to redress a wrong done to the company or to recover moneys or damages alleged to be due to the company, the action should prima facie be brought by the company itself. These cardinal principles are laid ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is not maintainable and the Court has no jurisdiction to try the suit in the absence of the society. 7. Even if this view was incorrect, I think on the evidence the plaintiff's case must fail, I shall first consider the meeting of December 4, 1938. It was admitted by both parties that on that day there were only six members of the society who had paid their subscription or whose subscription was not in arrears for a period exceeding three months. At that meeting seven persons were present, four of whom were out of the above-mentioned six. The plaintiff contended that the resolutions passed at that meeting were illegal and not binding on the society because there was no necessary quorum at the meeting. In para. 6 of the plaint it is alleged that on December 4, 1938, there were twenty-eight persons on the role of the society according to the original register and sixty-seven according to the revised register. It was contended that under the circumstances the quorum for the general meeting would be either ten or twenty-three while only seven persons were present, out of whom three were disqualified to vote under Section 15 of the Act. Section 15 runs as follows:-- For th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the then functioning managing committee a notice was issued by the Secretary to all persons on the register of the society calling a meeting on October 15, 1939. Before that date twenty-eight members had paid their subscription. At that meeting twenty-four persons, all of whom had paid all their arrears of subscription, were present and the four resolutions mentioned in the notice convening the meeting were passed. The plaintiff has challenged that this meeting was irregularly convened. In para. 9 of the plaint it is contended that the proceedings of this meeting were of a special or extraordinary nature. The requisition was signed by eighteen members of whom thirteen were disqualified by reason of Section 15 of the Act. The requisition was therefore improper or illegal. It is not disputed that if the proceedings of this meeting are held to be binding the plaintiff has no1 case. 10. By-laws 8, 9 and 10 were relied upon in this respect. They run as follows:-- 8. Ordinary business meetings may be called from time to time at the instance' of the managing committee as the business of the society demands. The Hon. Secretary shall give at least ten days notice of such meeti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n called in the present case was called as a result of the requisition submitted under by-law 10 by the managing committee under by-law 8. That meeting was called for the purposes mentioned in the notice, The members were therefore not taken by surprise and they were informed definitely what matters were going to be discussed at the meeting. The resolutions passed at the meeting, although they were not of a routine nature, could be validly passed and in my opinion it is not proper to contend that it was outside the scope of by-law 8. 12. The next contention was that this meeting was improperly convened. In my opinion that argument is unsound. On the admitted facts on September 24, 1939, ten persons had paid, their subscriptions and were not in arrears for a period exceeding three months. According to Section 15 those were the members therefore who could send a requisition. Under by-law 10 one quarter of the members of the society had to send a requisition. It was sent by eighteen members which included five out of those ten. If the requisition were sent by those five persons alone, there could be no objection to the requisition. Because it was signed by some more who were on the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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