Sunil Ambwani, J.
1. Heard Shri Ravi Kiran Jain, senior advocate assisted by Shri R.K. Awasthi for the petitioner. Learned standing counsel appears for the Assistant Registrar, Firms, Societies and Chits, Allahabad-respondent No. 1. Shri Ravi Kant, senior advocate assisted by Shri Saroj Yadav appears for respondent Nos. 2 and 3. There is no dispute on facts, and thus with the consent of parties, the writ petition was heard and is finally decided at the admission stage.
2. The petitioners is the acting President and life member of the 'Prayag Sangeet Samiti, Allahabad'-a society registered under the Societies Registration Act, 1860 (in short the Act) as amended in Uttar Pradesh. The Samiti is a prestigious cultural institution in the city of Allahabad established for advancement and popularisation of classical Indian Music, both vocal and instrumental. He has filed this writ petition challenging the election programme announced by the Assistant Registrar, Firms, Societies and Chits, Allahabad, on 1.4.2008 calling the members of the Samiti to elect the Executive Committee of the Society under Section 25(2) of the Act.
3. The election programme provides for filing of nominations on 22.4.2008 from 12.00 to 2.00 p.m. in the office of Assistant Registrar, Firms, Societies and Chits, Allahabad; the scrutiny of nomination papers on 23.4.2008 from 12.00 to 2.00 p.m. in his office ; the withdrawal of nomination papers on 25.4.2008 from 12.00 to 2.00 p.m. in his office ; the publication of the list of valid candidates on 26.4.2008 (Saturday) in his office ; casting of ballots on 29.4.2008 (Tuesday) from 11.00 a.m. to 3.00 p.m. and counting of votes from 3.00 p.m. at the registered office at Kamla Nehru Road, Allahabad, and declaration of results on the same day at the registered office of the society.
4. Shri Ravi Kiran Jain, senior advocate, appearing for the petitioner, states that the last elections of the office-bearers of the Executive Committee were held on 29.11.2003. These elections were challenged in Writ Petition No. 53466 of 2003, J. N. Chaturvedi, Advocate, High Court v. Registrar, Firms, Societies and Chits, U.P. Lucknow and Ors. 2004 (1) AWC 817. The objects, purpose and activities of the Samiti, its registration, and the facts leading to its last elections of the Executive Committee dated 29.11.2003, are given in paras 2 to 6 of the Judgment by Hon'ble Mr. Justice S.U. Khan. Shri J.N. Chaturvedi had challenged the elections held on 29.11.2003, held under the orders of the Assistant Registrar dated 11.9.2002. The Assistant Registrar had then stayed the elections. In an appeal the Registrar had stayed the orders and allowed the elections to be held. The Court did not interfere with the elections and directed the parties to adopt the procedure under Section 25 of the Act providing for challenging the elections. Apart from that it was also observed that the person aggrieved has got remedy of filing a suit of challenging the elections. The elections held on 29.11.2003, were not challenged.
5. The Executive Committee elected on 29.11.2003 continued for a term of three years. The registered bye-laws of the society provide in Chapter-Ill Rule 3 that the term of the office-bearers will be three years from the date of their election till the next election of the office-bearers. The office-bearers elected on 19.11.2003 as such continued even after expiry of its term.
6. Clause 3 of the bye-laws of the Samiti in Chapter III provides for elections of office bearers:
3. The office-bearers shall be elected every three years by a majority vote from amongst the life members of the Samiti, at a General Meeting specially called for the purpose in the month of March.
The term of the office-bearers will be from the date of their election till the next election of office-bearers.
7. The petitioner states that as Acting President he had a right to call the meeting and for that purpose he had to give directions to the Secretary, who was required by bye-laws No. 7 (iv) (a) to convene the meetings of the General Body and the Executive Committee. Chapter-V of the bye-laws provide for meeting:
CHAPTER-V
MEETINGS
1. The Annual General Meeting of the Samiti shall be held on a day fixed by the Executive Committee not later than the last Sunday in the month of February every year to transact the following business:
(i) presentation and adoption of the annual reports of the previous year,
(ii) presentation and adoption of the annual accounts and balance sheet of the previous financial year.
(iii) presentation of the budget proposals for the next financial year, and
(iv) appointment and fixing of the remuneration if any, of the auditor or auditors.
2. The President, at his discretion may call a general meeting, of the Samiti for consideration of any special business.
3. On a written requisition signed by at least one-third of the Members of the Samiti, who have the right to vote, for consideration of the business indicated in the requisition, the President or the Secretary shall convene a general meeting within one month from the date of the receipt of the requisition.
4. The procedure for convening the general meetings will be as prescribed by the bye-laws.
5. The Patrons and Honorary Life Members may be invited to attend the General Meetings of the Samiti, but they will not have any right to vote.
6. No ordinary member, who has not been a member for a period of one year immediately preceding the date of the general meeting called for the purpose of electing office-bearers and member of the Executive Committee, shall have the right to vote.
7. The quorum for a general meeting shall be one fourth of the total membership of the Samiti excluding Patrons and Honorary life members, provided no quorum will be necessary for an adjourned meeting if called within ten days. No fresh or new matter can be considered in the adjourned meeting provided further that nothing in this rule shall apply to any meeting called for the purpose of election of officebearers and member of the Executive Committee.
8. Any member eligible to vote at a meeting of the Samiti and unable to be present at the meeting may execute a proxy in the prescribed form duly authorising any other member eligible to vote to exercise the executants right to vote at the meeting:
Provided that for the purpose of determining the quorum for a meeting the proxies received shall not be counted.
8. It is contended by Shri Ravi Kiran Jain, senior advocate that Section 25 (2) of the Act provides that if the Registrar is satisfied that any election of office-bearers of a society has not been held within the time specified in the rules of that society, he may call a meeting of the general body of such society for electing such office-bearer or office-bearers, and such meeting shall be presided over and be conducted by the Registrar or by any officer authorised by him in this behalf, and the provisions in the rules of the society relating to meetings and elections shall apply to such meeting and election with necessary modifications. It is contended by him that he has not challenged the powers of the Registrar as the petitioner himself has been invoking these powers. His letter to the Secretary dated 17.4.2007 to hold an election meeting did not get any response and that the Secretary was conducting the affairs of the society, without consulting the acting President. The petitioner as Acting President, the treasurer and three executive members requested the Registrar on 16.5.2007 and reminded him to hold elections. The Registrar passed a detailed order with regard to validity of the life members and found that there are 18 life members of the society by an order dated 31.3.2008, which has not been challenged in the writ petition. The life membership of Shri Amit Kumar was not made a dispute in this writ petition.
9. In substance, it is contended that when bye-laws of the society provide for elections of Executive Committee to be held in a meeting of general body and in such meeting the members/electors who are unable to be present can vote by proxies, the Registrar cannot deviate from such procedure which is agreed by the members, subscribing to the bye-laws. If there is any necessary modification, it should be made clear and must be known to all the members of the society. In the present case the Assistant Registrar has not called a general meeting or an election meeting nor any modification has been suggested by the Assistant Registrar. It is contended by Shri Ravi Kiran Jain that the powers of the Registrar to call a meeting of the general body of the society are coupled with the obligation not to violate the bye-laws of the society and allows the members to hold elections in accordance with the registered bye-laws. He would submit that in the present case the meeting to hold elections is not called or convened to elect the Executive Committee. There are senior citizen members and those members who are actively practising in the High Court and are leading members of the various professions of the society in Allahabad. Such persons, with their known physical handicaps and professional engagements, will not be able to participate in the elections scheduled on a working day. For this purpose the bye laws provide for proxy but there is no such order spelled out in the election programme which may provide voting by proxies. The election programme completely rules out any meeting or proxies. Shri Ravi Kiran Jain submits that though the elections have been announced, the Registrar has exceeded his jurisdiction in calling for elections against the provision in bye-laws. The election programme does not provide for any meeting to be held. It only calls for nominations, withdrawals, and ballots to be cast. This, according to him, is contrary to very purpose for which election meeting is called and held under the bye-laws of the Samiti.
10. Shri Ravi Kant, on the other hand, raises an objection and submits that once election programme has been announced, this Court would not, under the principles established by the Supreme Court in respect of elections, interfere with the elections. He relies upon judgments in R.P. Singh Baghel v. City Magistrate/ Election Officer, Allahabad 1998 (32) ALR 453 : 1998 (1) AWC 503 para 8 and Committee of Management v. Deputy Director of Education, Moradabad 1995 (26) ALR 467 : 1995 (2) AWC 1179 para 20. He would submit that the Registrar has the authority and jurisdiction to hold elections under Section 25(2) of the Act. He may not appoint a person to preside over the meeting where he may himself preside over the election proceedings and that the modifications made for holding elections have to be read in the order itself.
11. He would then submit that once a complete procedure has been prescribed for challenging the elections in the Act, this Court should not interfere in the matter at this stage.
12. Section 25 (2) of the Act as amended in its application to U.P. provides:
25. Disputes regarding election of office-bearers.-(1) ...
(2) Where by an order made under Sub-section (1), an election is set aside or an office-bearer is held no longer entitled to continue in officer or where the Registrar is satisfied that any election of office-bearers of a society has not been held within the time specified in the rules of that society, he may call meeting of the general body of such society for electing such office-bearer or office-bearers, and such meeting shall be presided over and be conducted by the Registrar or by any officer authorised by him in this behalf, and the provisions in the rules of the society relating to meetings and elections shall apply to such meeting and election with necessary modifications.
13. Section 25 (2) of the Act as modified in U.P., does not amend the bye-laws of the society. Where a different or modified procedure is contemplated, the Registrar must spell it out in his order. The modified procedure may modify the procedure of elections for convenience or necessity of time, place or manner. By these modifications, however, he is not empowered to change or alter the method of elections provided in the bye-laws, such as number of posts of office-bearers, the electoral body or a meeting of such electoral body to hold elections. The bye-laws of the Samiti provide for elections in the general meeting of the life members of the society which may be called for the purpose of holding elections as provided under Rule 2 of Chapter-V of the bye-laws. The procedure for convening the general meeting is prescribed in the bye laws. The bye-laws take care of quorum under Rule 7 for the meetings, other than election meetings, and proxies under Rule 8 of Chapter-V of the bye-laws.
14. The Registrar has powers to call the election meeting, where elections have not been held within the time specified in the rules of the society. He however does not have powers to deviate from the bye-laws or to provide a different procedure altogether than the procedure which is given in the bye-laws subscribed by the members and certified by the Registrar himself. The members have agreed to elections in a meeting. Section 25 (2) of the Act also requires the elections to be held in a meeting of the general body of the society. Where any modifications are prescribed by the Registrar, it must be notified to the members of the society. Section 25 (2) does not authorise the Registrar to carve out an entirely different procedure in which he may dispense with the meeting and directly ask the electors to file their nominations and cast their ballots. The election programme announced by the Assistant Registrar does not provide for any meeting.
15. Unlike the elections for choosing representatives by a larger electorate, the elections of officebearers of Societies and Companies are held in meetings, if they are due after discussing the performance of the outgoing office-bearers, finalising accounts, and the business on the agenda. The method and manner of elections by large electorate choosing a representative, and a small group of electors (eighteen in the present case) to elect office-bearers to constitute the Executive Committee is entirely different. The Assistant Registrar, Firms, Societies and Chits, Allahabad has not appreciated the functioning of charitable and educational societies, and has mixed up the method of holding elections of public representatives, with the elections of the office-bearers of a society.
16. The elections of the officebearers of a society like in the present case, are required to be held in a meeting. The object of convening general body meeting is to discuss the affairs of the society, its accounts, the activities, plans and to allow the members to exchange their views. The election of the office-bearers of a society is not an election to any political office or an election to elect a representative of the electors. The election programme announced by the Registrar in this case does not provide for meeting of the life members at all. It only provides for filing of nominations, scrutiny, withdrawal of nominations, publication of the list of valid members, casting of ballots, counting and declaration of results. The scheme is similar to holding elections of Members of Parliament or Legislative Assembly. A society does not function or elects its officebearers, in such a fashion.
17. A 'meeting' is defined in THE LAW LEXICON by P. Ramanatha Aiyer: 'Coming together of persons generally for common purpose or common consultation. An Assembly 'the word 'Meeting' implies a concurrence or coming face to face, of at least two persons (per Coleridge, C.J. in Sharpe v. Dawes, 46 LJ QB 104) 'Assembling of a number of persons for discussions and acting up on some matter of common interest ; sitting on a particular session.' Where the members constituting a society decide in its bye-laws to hold elections in a meeting, the Registrar is not authorised in exercise of powers under Section 25 (2) of the Act, modify and that too impliedly the procedure to elect the office-bearers of the Executive Committee by casting ballots without holding any meeting.
18. The judgments in N.P. Ponnu. Swami v. Returning Officer Namakkal Constituency : [1952]1SCR218 ; Mohinder Singh Gill v. Chief Election Commissioner : [1978]2SCR272 ; Election Commission of India v. Shivaji : [1988]1SCR878 ; State of U.P. v. Pradhan Sangh Kshetra Samiti (1995) Supp 2 SCC 305 : 1995 (2) AWC 1316 (SC) (NOC), followed in later decisions as also in Man do Jagannath v. K.S. Rathnam : AIR2004SC3600 , have their basis in Article 329(b) of the Constitution of India, which prohibits challenge to elections to Parliament and Legislative Assemblies except by election petition presented to such authorities and in such manner as may be provided in law. In Mohinder Singh Gill's case it was held that Article 226 is pushed out by Article 239, by a residuary 'catch all' clause of Section 100 of Representation of Peoples Act, 1951. Where the elections are notified to be held in complete violation of the method and manner provided in the bye-laws of the Society, which have to be respected under Section 25 (2) and the elections can only be held in a meeting, which is not proposed, the bar of Section 25 (1) of the Act will not be attracted. In this case the election notification itself is under challenge. The members are not expected to challenge the order of the Assistant Registrar before him under Section 25 (1), before or after the elections.
19. In Committee of Management and Ors. v. Deputy Director of Education, Moradabad 1995 (26) ALR 467, the petitioner raised disputed questions of facts to challenge the elections, and was relegated to the remedy of filing a civil suit. In R.P. Singh Baghel v. City Magistrate/ Election Officer, Moradabad 1998 (32) ALR 453 : 1998 (1) AWC 503, the petitioner had challenged and had sought quashing of final voter list. There was dispute on the questions of fact and that the Court in a matter of elections of Committee of management of cooperative society dismissed the petition with observation that such a ground can be taken in an election dispute raised by the petitioner after the declaration of the result of the elections, as provided under Section 70 of the U.P. Cooperative Societies Act. In the present case the parties are not at variance and have not raised any dispute on any question of fact. They have raised a pure question of law as to whether the Assistant Registrar has, in declaring an election programme without calling an election meeting, erred in exercise of his powers and has acted in contravention with the bye-laws of the Samiti as well as Section 25 (2) of the Act.
20. Ordinarily when the elections are notified, the High Court under Article 226 of the Constitution of India does not interfere. The Court also does not interfere when any disputed question of facts are raised with regard to elections. Where, however, the Court finds that the elections are directed to be held, without calling for an election meeting, in contravention with the bye-laws of the Samiti as also Section 25 (2) of the Act, and in fact no election meeting has been convened, and to that extent the Assistant Registrar has exceeded in exercise of his jurisdiction, the Court may interfere to protect the rights of all the members of the society. The Assistant Registrar has acted on the representation of the petitioner. The petitioner, however, did not expect that the Assistant Registrar will announce election schedule in complete ignorance of the bye-laws of the Samiti. No one has taken any advantage of the proceedings so far. The respondent No. 3 also wants the elections to be held, but for reasons best known to him he is defending the order passed in complete violation of the bye-laws of the Samiti. The writ petition is allowed. The order dated 1.4.2008, passed by the Assistant Registrar, Firms, Societies and Chits, Allahabad is set aside. The Assistant Registrar is directed to announce fresh programme in accordance with the bye-laws of the society keeping in view of observations made in the judgment.