minority, insanity or other legal disability. This is clear not only from the heading of the Rule, but also from sub-rule (2). In fact, Sub-Rule (1) clearly provides that the joint member has to furnish a declaration that the person whose name stands first in the share certificate shall have the right to vote. If the first proviso to Rule 22(1) were to be interpreted broadly – to mean that „inability‟ includes a conscious decision of the primary member to voluntarily give up or cede his/her right to vote in favour of the joint member, it would mean that any member would be able to authorise the joint member to vote and attend meetings on his/her behalf. But such an interpretation would clearly be contrary to proviso (b) of Section 25 of the Act taken note of hereinabove. There is no gain saying that rules are subordinate to the provisions contained in the Act, and cannot survive if they are in contravention of the statutory provisions. Thus, the only way in which the first proviso to Rule 22(1) can be saved from being declared ultra vires, the Act, is to read it meaningfully, i.e., to limit the scope of the phrase „inability of the person‟ to mean legal „inability‟ or „disability‟. Thus, it clearly emerges that the petitioner nos.2 and 3 were not entitled to vote, much less, contest in the elections for the post of President and Secretary in the petitioner no.1/society.
