P.D. Dinakaran, C.J.
1. Since the above two appeals arise from the same set of facts arid against the common order passed by the learned Single Judge in W.P. 5205/2006 & 1250/2007 dated 02.07.2007 the same are clubbed, heard together and disposed of by this common Judgment.
2. We heard Sri. P.S. Manjunath, learned Advocate appearing for the appellants in both the appeals, Sri. Ganapathi Section Shastry, Advocate appearing for contesting respondent No. 1 in W.A. No. 1996/2007 and Suit. Niloufer Akbar, learned Additional Government Advocate appearing for the District Registrar of Societies & Firms and perused the material on record.
3. Background facts in a nutshell are as follows:
Questioning the legality and correctness of the amendment brought into the bye-laws of The Hebar Sree Vaishnava Sabha ('Sabha' for short) in the General Body Meeting held on 31.07.2005, the contesting respondents> claiming to be the members of the 'Sabha' filed two writ, petitions inter alia contending that the very convening of the meeting on 31.07.2005 was not in accordance with (lie Rules; that the meeting notice which was said to have been dispatched to all the members was not accompanied by the proposed amendments and there was no occasion for the respondents-members to go through the proposed bye-laws and to have their say in the matter in the Special General Body Meeting; that the very issuance of notice and the proposal accepted by the Special General Body Meeting is nonest in the eye of law; there is a material irregularity from the inception of the issuance of the notice and therefore, they sought for a writ of certiorari quash the oixler Dt. 27.09.2005 passed by the District Registrar of Societies and Firms, registering the amendment bye-law of the 'Sabha'.
4. Sri. P.S. Manjunath, learned Counsel appearing for the appellant submits that. Seetion-9 &, 10 of the Kamataka Societies Registration Act 1960 ('Act' for short) deals only with the procedure to be followed in respect of Alteration of memorandum of association and change of name, rules and regulations including the change of name; that the word 'Governing body may submit the proposition to the members of the society in a written or printed report' substantially not found in Section 10 of the Act which deals with the procedure to be followed in the amendment of Rules including change of name and therefore, there is no necessity to furnish the copies of proposed amendment to the members.
5. Per contra, Sri. Ganapathi Shastry learned Advocate appearing for the con testing-respondents (members of the 'Sabha') reiterated the grounds urged before the learned Single Judge and argued in support of the impugned order.
6. Having regard to submissions made by the respective counsel and totality of the facts and circumstances of the case, the question that arises for our consideration is, whether the learned Single Judge is justified in holding that, the proceedings of the General Body Meeting of the 'Sabha' held on 31.07.2005 and subsequent order passed by the District Registrar of Societies and Finns dated 27.09.2005 is not. binding on the members of the 'Sabha', as the same is not in accordance with the Rules?
7. To consider the above question, it is just and necessary to extract the provisions of Section 9 & 10 of the 'Act' which read thus:
9. Alteration of memorandum of association: (1) Whenever it. shall appear to the governing body of any society under this Act which has been established for any particular purpose or purposes that it is advisable to alter, extend or abridge such purpose or for other purposes specified in Section 3, the governing body may submit the proposition to the members of the society in a written or printed report, and may convene a special general meeting for the con ski e ration thereof according to the rules and regulations of the society. But no such proposition shall be deemed to have been approved unless such report has been delivered or sent by post to every member of the society twenty one days previous to the date of the special general meeting convened by the governing body for the consideration thereof, and unless such proposition shall have been agreed to by the votes cast in favour of the proposition by members who being entitled so to do, vote in person, or where proxies are allowed, by proxy, and such votes are not less than three tires the number of the votes, if any, cast against the resolution by members so entitled and voting and confirmed by a similar majority of votes at a second special general meeting convened by the governing body after an interval of thirty days after the former meeting.
(2) Every change in the memorandum of association approved under Sub-section (1) shall be filed with the Registrar within thirty days from the date of making thereof and the Registrar may if he is satisfied that the change is in accordance with the provisions of this Act and the rules made there under register such change. Such change shall not have effect until it has been so registered.
(3) If the Registrar refuses to register a change in the memorandum of association under Sub-section (2) an appeal shall lie to the (Kamataka Appellate Tribunal) within sixty days from the date of communication of his refusal to register the change.
10. Change of name, rules and regulations: (1) The name and the rules and regulations of a society may be amended by a resolution passed at a special general meeting convened for the purpose of which written or printed notice shall have been delivered or sent by post to every member of the society twenty one days previous to the date of the special general meeting and the resolution proposing the amendment is passed by the votes cast in favour of the resolution by the members who being entitled so to do, vote in person or where proxies are allowed, by proxy, and such votes are not less than three times the number of the votes, if any, cast against the resolution by members so entitled and voting.
8. On careful reading of the provisions referred to above it is clear that though the word 'governing body may submit the proposition to the members of the society in a written or printed report, and may convene a special general meeting for the consideration thereof is not found in Section 10 of the 'Act' which deals with change of name, rides and regulations, but, we find Under Section 9 of the 'Act' which deals with an alteration of memorandum of association contemplates that, the governing body should submit the proposition of such alteration, extension or abridge of such purpose may convene a special genera] meeting for the consideration thereof in a written or printed report to its members. Therefore, the same proposition shall be made available to the members of the 'Sabha' for the purpose of Section 10 of the 'Act' as well, which deals with change of rules and regulations including the name of the society. Thus, in our considered opinion, the Special General Body Meeting notice is only meant for alteration of memorandum of association but also applicable to the proceedings relating to change of rules, regulations including the change of name also and such notice should contain the date, time place and agenda of the Special General Body Meeting and the proposed amendment of bye-law of the 'Sabha' has to be read in consonance with the provisions contained in Sections 9 & 10, otherwise, Section 10 would become redundant because the later portion of Section 10 makes it very clear that the Special General Body Meeting and the resolution proposing the amendment is passed by the votes cast in favour of the resolution by members who being entitled so to do, vote in person, or where proxies are allowed, by proxy, and such votes are not Jess than three times the number of the votes, if any, cast against the resolution by members so entitled and voting. The words 'vote in person or to vote by proxy', by itself would indicate that even though a member who could not attend such special general body meeting, he should aware of the proposed amendment. If the proposed amendment is read only in the special general body meeting, the right conferred on the persons for proxy voting would become a mockery in the statute in the sense, unless the member who could not participate in the special general body meeting but proposes to vote by way of proxy, is not aware of the proposed amendment. Until and unless the members let known as to the proposed amendment, it may not be proper for him to exercise his proxy vote. Thus, both the provisions of Section 9 & 10 mandate that the special general body meeting notice should contain a written or printed report of proposed amendment apart from the date, time and place of the meeting. Therefore, we are unable to appreciate and accept the arguments advanced by the learned Counsel appearing for the appellant that there is no mandatory requirement for inclusion of the report of the proposed amendment.
9. Added to this, we also find that the impugned order of registration of the amended bye-laws dated 27.09.2005 passed by the District Registrar of Societies and Firms pursuant to the special general body meeting that was held on 31.07.2005 also suffers from one another virus namely, that the other mandatory requirement of Section 10 of the 'Act' that while permitting the votes be cast either in person or by proxy, and such votes are not less than three times the number of the votes, if any, cast against the resolution by members so entitled to is not complied with. The words Votes cast, against the resolution' would not includes the voice voting which has been followed in the instant case, as evident by the proceedings of the special general body meeting.
10. For all these reasons, in our considered opinion, the proceedings of the special general body meeting of the 'Sabha' that was held on 31.07.2005 itself is contrary to the provisions of Section 10 of the Act and the subsequent certificate of registration dated 27.09.2005 issued by the District Registrar of Societies & Finns is contrary to the law.
11. Viewed from any angle the appeal filed by the 'Sabha' is devoid of merits arid we find no illegality in the order passed by the learned Single Judge holding that the special general body meeting that was convened on 31.07.2005 was not in accordance with the Society Registration Act and Rules and subsequent registration of amendment dated 27.09.2005 is not binding on the members of the Sabha' and consequently, both the writ appeals are liable to be dismissed.
Accordingly, the writ appeals are dismissed.