Doddegowda Vs the State of Karnataka

THE RETURNING OFFICER SRI K M PRASANNA ELECTIONS MILK PRODUCERS CO OPERATIVE SOCIETY LTD KABALLI VILALGE SHRAVANABELAGOLA HOBLI CHANNARAYAPATNA TALUK HASSAN 573135

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MILK PRODUCERS CO OPERTIVE SOCIETY LTD KUBALU VILLAGE SHRAVANABELAGOLA HOBLI CHANANRAYAPATNA TALUK HASSAN 573135

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THE STATE ELECTION AUTHORITY BY ITS COMMISSIONER SHANTINAGAR, BMTC COMPLEX, K.H. ROAD, BENGALURU-560027.

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THE DEPUTY COMMISSIONER AND DISTRICT ELECTION OFFICER, HASSAN-571401

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…. RESPONDENTS

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(BY SRI. YOGESH D. NAIK., AGA FOR R1 & R2; SRI. A. DEVARAJ., ADVOCATE FOR R4 & R5; R3-SERVED)

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THIS WRIT PETITION IS FILED UNDER ARTICLES 226 & 227 OF THE CONSTITUTION OF INDIA PRAYING TO ISSUE A WRIT IN THE NATURE OF CERTIORARI OR ANY OTHER WRIT TO DECLARE THAT THE CORUM PROVIDED UNDER SUB-RULE (4) OF RULE 14-AK TO BE

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INTERPRETED TAKEN NOTE OF OTHER PROVISION OF COOPERATIVE SOCIETY DECLARING THAT THE CORUM COULD BE COMPUTED OUT OF TOTAL STRENGTH ELECTED TO MANAGING COMMITTEE OF A R-3 AND ETC.

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THIS WRIT PETITION COMING ON FOR ORDERS AND HAVING BEEN RESERVED FOR ORDERS ON 17.02.2026, THIS DAY, THE COURT PRONOUNCED THE FOLLOWING:

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CAV ORDER

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The petitioners are before the Court seeking for the

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following reliefs:

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1. Issue a writ in the nature of certiorari or any other writ to declare that the corum provided under subrule(4) of Rule 14-AK to be interpreted taken note of other provision of co-operative society declaring that the corum could be computed out of total strength elected to managing committee of a 3^rd respondent.

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1. Issue a writ in the nature of certiorari to quash the proceedings of 2nd respondent 11.02.2024, 18.02.2024 as per Annexure-C and D.

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1. Issue writ in the nature of mandamus directing the 2^nd respondent returning officer to declare that there is corum in the meeting dated 11.02.2024 in Annexure-C and on such basis, be directed proceed with the matter enable to elect office bearers among the petitioners.

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1. Pass any appropriate writ/order/direction this Hon’ble Court deems fit and proper in the fact and circumstances of the case and allow this Writ Petition with costs in the ends of justice and equity.

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1. Pass any appropriate writ/order/direction this Hon’ble Court deems fit and proper in the fact and circumstances of the case and allow this Writ Petition with costs in the ends of justice and equity.

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Respondent No.3 is a Primary Co-operative Society. Elections to the Managing Committee for a term of five years were scheduled to be held on 28.01.2024. The total strength of the Managing Committee being thirteen (13), one seat was reserved for a candidate belonging to the Backward Class–B category, one for the Scheduled Tribe category, and one for the Scheduled Caste category.

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Since no candidate from any of the said three reserved categories contested the election, no election could be held for those reserved seats. Consequently, only ten candidates were declared elected unanimously, as reflected in the notification issued by respondent No.2–Returning Officer dated 22.01.2024.

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Thereafter, the first meeting of the newly elected Directors was convened by the Returning Officer on 11.02.2024. On that date, six Directors were present while four Directors remained absent. The Returning Officer, taking the view that the requisite quorum was not available, adjourned the meeting.

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The adjourned meeting was subsequently convened on 18.02.2024. However, even on the said date only six Directors were present and four remained absent.

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The Returning Officer again recorded that the quorum requirement was not satisfied and consequently declared that the meeting could not proceed and treated the meeting as closed.

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It is in these circumstances that the petitioners have approached this Court seeking the aforesaid reliefs.

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The submission of Sri.M.R.Rajagopal., learned Senior counsel appearing for the petitioner is that;

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7.1. The Returning Officer could not have firstly adjourned the first meeting and thereafter abandoned the meeting on account of quorum not being present, which has resulted in the functioning of the Co-operative Society being adversely affected, there being no election to the post of the Office Bearers of the Cooperative Society.

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7.2. He refers to Section 2b of the Karnataka Cooperative Societies Act, 1959 (hereinafter for brevity referred to as “Actof1959”), which is reproduced hereunder for easy reference;

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2b. ‘Board’- means the board of directors or the governing body of a co-operative society, by whatever name called, to which the direction and control of the

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management of the affairs of the society is entrusted to.

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7.3. By referring to the definition of “Board”, he submits that the Board of Directors or the governing body means the body to which the direction and control of management of the affairs of Co-operative Society is entrusted to.

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7.4. He also refers to the definition of “Director” under Section 2(e-2-1), which is reproduced hereunder for easy reference;

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2(e-2-1) ‘Director’- means a member of the board duly elected or nominated or co-opted in accordance with this Act, the rule and the bye-laws made under this Act

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7.5. By referring to the above definition, he submits that Director is a person who is duly elected or nominated or co-opted in accordance with the Act, Rule and bye-laws. Thus, he submits that ten (10) directors were elected, three (03) posts remained vacant, and they constitute the Board of the Co-operative Society.

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7.6. He refers to Section 28-A of the Act of 1959 which is reproduced hereunder for easy reference;

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28-A. Management of co-operative societies vest in the board.- (1) The management of a co-operative society shall vest in a board constituted in accordance with this Act, the rules and the bye-laws of such society. The board shall exercise such powers, discharge such duties and perform such functions as may be conferred or imposed upon it by this Act, the rules and the bye-laws.

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(2) The board of a co-operative society shall consist of not less than thirteen but not exceeding the number of members specified below excluding the Chief Executive, namely:—

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(i) in case of a primary society and a secondary society whose area of operation extends to,-

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(a) a part of taluk, thirteen members;

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(b) whole of taluk, fifteen members;

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(c) beyond a taluk but not beyond a district, seventeen members:

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Provided also that in case of Urban Cooperative Banks having area of operation not beyond a district the maximum number shall not exceed seventeen members.

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(d) beyond a district, nineteen members

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(ii) in the case of a federal society, including Apex societies, twenty one members;

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(iii) [Sub-section (iii) not reproduced as not relevant to the present case]

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Provided that a member shall not represent more than one constituency in the board of a society.

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Provided that, subject to the minimum and maximum number of the members of the board specified in sub-

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section (2) of section 28A, the bye-laws of a Cooperative Society shall provide for the composition of the board of that society to include within the permissible limits,-

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(a) in case of assisted society, Government nominee as specified in sub-section (4-B) of section 28A;

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(b) in case of all Co-operative Societies other than non agricultural credit Co-operative Societies, if necessary, an ex-officio member and nominee from financing or the credit agency.

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The remaining members of the board shall be filled only through election subject to the provisions of section 29E

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(3) In the board of every cooperative society there shall be reserved:—

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(i) one seat to be filled by election, in favour of the persons belonging to the Scheduled Castes and Scheduled Tribes;

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(ii) two seats to be filled by election, in favour of women:

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(iii) Two seats to be filled by election, in favour of the persons belonging to backward classes in such manner as may be prescribed.

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Provided that such reservation shall be made on the board of every cooperative society consisting of individuals as members and having members from such class or category of persons.

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(4) Subject to the provisions of sections 29A and 39A, the term of office of the members of the board shall save as otherwise five years from the date of election and they shall be deemed to have vacated office as

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such members of the board on the date of completion of the said term:

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Provided that if an election to the board of any co-operative society had already been held in accordance with the bye-laws of such society, prior to the commencement of the Karnataka Co-operative Societies (Amendment) Act, 1997, the term of office of the board of such co-operative society shall be three years including the co-operative year in which such election was held.

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Explanation.—[Text of Explanation to sub-section (4) omitted as not relevant to the present controversy]

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Provided further that the first general meeting of a society after registration shall be held within one month from the date of its registration to elect the first committee to manage the affairs of the society and the term of office of such committee shall also be five years from the date of election.

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Provided also that the first general meeting of the Co-operative Society or Societies formed after amalgamation or reorganization or division in accordance with section 14 shall be held within three months from the date of registration to elect the first board to manage the affairs of the Co-operative Society or Societies, and the term of office of such board shall also be five years from the date of election.

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(4A)- The board of a cooperative society, may co-opt persons having experience in the field of banking, management, finance or specialization in any other field relating to the objects and activities undertaken by the cooperative society to be the members of the board.

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Provided that the number of such co-opted members shall not exceed two in addition to the maximum number specified in sub-section (2).

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Provided further that such co-opted members shall not have a right to vote in any election of the cooperative society in their capacity as such members or to be eligible for being elected as office-bearers of the board.

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Provided also that the functional directors not exceeding three, if any, shall also be the members of the board in accordance with the byelaws and such members shall be excluded for the purpose of counting the total number of directors specified in sub-section (2).

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Provided also that the professional directors and functional directors shall not form a part of the quorum for the conduct of the board meetings.

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Provided also that if the directors Co-opted to urban Co-operative Banks do not have the requisite knowledge and experience as stipulated by Reserve Bank of India, the board of such banks shall remove such persons within two months from the date of receipt of direction by the Reserve Bank of India after giving such directors an opportunity of being heard.

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(4B)-(1) The State Government may nominate one person as its representative on the board of every assisted society other than the board of a primary agricultural credit cooperative society. The nominated person can vote in all meetings and elections of the co-operative society; and also can contest in all the elections of the Co-operative Society. The ex-officio members and nominee from financial or credit agency shall have the voting right but are not eligible to contest as office bearer.

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Provided that the person so nominated as a member of a cooperative society shall hold office as such member during the pleasure of the State Government.

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(2) Where an officer of Government is nominated under clause (1), such officer may, if unable to be present himself at any meeting of the board, depute a subordinate officer to the meeting as his representative and such subordinate officer shall be deemed to be a person nominated as a representative of the State Government for the purpose of such meeting.

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(5) If the new board is not constituted under section 29A, on the date of expiry of the term of office of the board or if the elections are not held within the time limits specified in Section 39A, 1 the Registrar or any other officer within whose jurisdiction the society is situated, and who is authorized by the Registrar, shall be deemed to have assumed charge as Administrator and he shall, for all purposes function as such board of management. The Administrator shall, subject to the control of the Registrar, exercise all the powers and perform all the functions of the board of the co-operative society or any office bearer of the co-operative society and take all such actions as may be required, in the interest of the cooperative society.

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Provided that the Registrar shall appoint an administrator to a Co-operative Society or each of the co-operative Societies formed after amalgamation or reorganization or division in accordance with section 14 for a period of three months and the administrator so appointed shall arrange for holding elections to a board of such Co-operative Society or Societies as the case may be.

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(6) The members of the board shall elect from among themselves the office bearers of the co-

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operative society. The election of the office bearers shall be by secret ballot.

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7.7. By referring to Section 28-A of the Act of 1959, his submission is that the management of a Co-operative Society shall vest with the Board, which consists of Directors who have been elected or nominated or co-opted and insofar as the present Co-operative Society is concerned it has fixed maximum number of “13” Directors, and it is for that reason, that “13” Directors were elected.

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7.8. He, however, submits that there is no minimum number of Director which has been prescribed under Sub-section (2) of Section 28-A of the Act of 1959, merely because a maximum number of Directors is mentioned or prescribed under Sub-section (2) of Section 28-A of the Act of 1959 does not mean that the Board is required to consist of the maximum number of Directors.

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7.9. He refers to Sub-section (5) Section 29-F of the Act of 1959, which is reproduced hereunder for easy reference;

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29-F(5) The Cooperative Election Commission shall conduct elections to the board and also to the office

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of President or Chair person, Vice President or ViceChairperson and such other office-bearers as are required to be elected as per the bye-laws of the cooperative society within fifteen days from the date of constitution or deemed constitution of the board after a general election.

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7.10. His submission is that it is the Co-operative Election Commission who is required to conduct elections to the Board and also to the office of the president or chairperson vice-president or vice - chairperson, and that such Office Bearers are required to be elected as per the bye-laws of the Co-operative Society within 15 days from the date of constitution or deemed constitution of the Board after a General Election. By referring to Sub-section (5) of Section 29-F of the Act of 1959, his submission is that there is a duty which has been cast on the Co-operative Election Commission to hold the elections as indicated supra.

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7.11. On that basis, he submits that the quorum, if any, is required to be considered and understood, not on the basis of the total strength of the members of the Managing Committee allocated to the Co-operative Society or prescribed in the byelaws, but would refer to the total number of

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elected Directors and on that basis, he submits that though the number of elected Directors being ten (10), it is this, which would have to be considered for the purpose of calculating of the quorum to the Co-operative Society.

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7.12. He refers to Rule 14-AK of the Karnataka Co-operative Societies Rules, 1960 (hereinafter for brevity referred to as “Rulesof1960”) which is reproduced hereunder for easy reference;

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14AK; Board Meetings.(1) The board may meet as and when required for transacting the business stated in Section 28C of the Act, or the byelaws.

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Provided that the interval between two consecutive meetings of the board shall not exceed three months.

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(2) The chief executive shall convene a meeting of the board, in consultation with the chairperson or president of the co-operative society, by giving a notice of at least seven clear days as specified in the bye-laws. In exigencies, a meeting of a board may be convened by giving a notice of at least of three clear days. The notice may be sent in the following modes, namely:

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(a) by speed post; or

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(b) by courier; or

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(c) by local delivery under proper receipt

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(3) The notice shall state clearly the place, date, time and agenda of the meeting. The Chief Executive shall send detailed notes containing the pros and cons, the provisions of law if any and the financial implications on each subject on the agenda along with such notice.

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(4) The number next to fifty per cent of the strength of the board as specified in the bye-laws shall form the quorum for a meeting of the board. the members who are all attending the meeting shall sign in the Book kept for the purpose before commencement of the board meeting. If there is no quorum at the time of transacting any business in any meeting of the board, no such business shall be transacted.

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(5) The provisions of sub-rules (6) to (10) and (12) to (15) of rule 14AJ shall, mutatis mutandis apply to the board meetings.

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(6) Normally no subject other than those listed in the agenda shall be taken up for discussion. However, if there is no sufficient time to wait for the decision on any subject in the next meeting of the board, such subject may be taken up for discussion and decision as an additional subject with the permission of the Chairperson of the meeting after giving necessary notes on such subject to all the directors and after discussion and decision on all the subjects listed on the agenda; Provided that no subject relating to the following matters shall be taken up for discussion and decision as additional subject, namely

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a) election of directors;

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b) election of office-bearers;

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c) filling up the post of a director by co-option;

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d) filling up the post of a casual vacancy of a director by co-option;

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e) imposition of penalties against the employees; and

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f) any subject involving financial implication;

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Further provided that no additional subject is placed without relevant additional agenda notes.

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(7) The board shall not take any decision which is contrary to the provisions of the Act, the Rules or the bye-laws or detrimental to the interest of the cooperative society. The directors shall be jointly and severally liable for any decision taken contrary to the provisions of the Act, the Rules or the bye-laws or any decision detrimental to the interest of the cooperative society

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(8) The Chief Executive shall record the minutes of the meeting truly and accurately as per the deliberations. The proceedings of each meeting in the minutes book shall be signed by the chief executive and the chairperson of the meeting. The minutes of the meeting shall contain a fair and correct summary of the proceedings thereat.

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(9) When any director expresses dissent in the deliberations on any subject, the Chief Executive shall record the same truly and accurately as per the deliberations in the minutes of the meeting. The minutes of the meeting so recorded and signed shall be sent to all the directors within seven days from the date of meeting.

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(10) If any director has any objection relating to recording of any decision on a subject on the ground that the said decision has not been recorded as per the decision taken in the meeting or the said subject was not discussed in the meeting, he shall communicate his opinion within three days from the date of receipt of the minutes of the meetings. In the event of a majority of the directors communicating such objection on any decision, the Chief Executive

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shall not implement such decision but shall place the same in the next meeting of the board.

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(11) If for any reason, the president or the chairperson is unable to attend the meeting of the general body, the vice-president or the vice chairperson, or in his absence, any other member of the board elected by the directors present at the meeting from among themselves shall preside over the said meeting.

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(12) Where in any meeting of the general body or board of a cooperative society, another co-operative society is to be represented, such cooperative society shall be represented in such meeting only through chairperson or president or a member of the board duly authorized by the board of such co-operative, as the case may be and where there is no board of such co-operative society, for whatever reasons, through the administrator or the special officer of such cooperative society.

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7.13. By referring to Rule 14-AK of the Rules 1960, his submission is that the said Rule relates to the manner of holding Board meetings. He draws attention to Sub-rule (3) of Rule 14-AK to contend that a notice issued for holding a meeting should clearly state the place, date, time and agenda of the meeting. The Chief Executive to send detailed notes containing the pros and cons, the provision of law, if any and the financial implication on each subject on the agenda along with such notice.

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7.14. He refers to Sub-rule (4) of Rule 14-AK of the Rules 1960 and submits that the number next to 50% of the strength of the Board as specified in the bye-laws shall form the quorum for the meeting of the Board. The members who are all attending the meeting shall sign in the book kept for the purpose before commencement of Board meeting. If there is no quorum at the time of transacting any business in any meeting of the Board, no such business would be transacted. On the above basis, he submits that the quorum being next to 50% of strength of the Board would mean the strength of the elected Board and not the sanctioned strength of the Board.

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7.15. He refers to Rule 14-AI of the Rules of 1960, which is reproduced hereunder for easy reference;

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14-AI; Election of the office- bearers in the first

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board.–The provisions of Rule 14AG shall mutatis mutandis apply to the election of the office bearers of the first board of the society after registration.

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7.16. By referring to Rule 14-AI of the Rules of 1960, he submits that the proviso of Rule 14-AG of the Rules of 1960 would mutatis mutandis

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apply to the election of the Office Bearers of the first Board of the Co-operative Society after registration. His submission is that Rule 14-AI and 14-AG of the Rules of 1960 would be equally applicable to the first Board meeting after each election. Rule 14-AG of the Rule of 1960 is reproduced hereunder for easy reference;

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14AG; Election of the office-bearers –(1) The Returning Officer appointed for the conduct of general election of directors to the board shall be the Returning Officer for the conduct of election of the office bearers also.

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(2) Whenever a casual vacancy occurs in the office of the President or Vice-President, or any other office bearers, the Chief Executive shall send a communication to the CEC conveying the occurrence of such vacancy within seven days from the date of occurrence of the vacancy. The CEC shall take steps for conducting election to fill up the casual vacancy in the office of the President or Vice President or any other office bearer as the case may be, and appoint a returning officer for the purpose of the conducting election to till casual vacancy.

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(3) The Returning officer/Assistant Returning Officer, appointed under sub-rule (1) or sub-rule (2), shall within fifteen days, from the date of constitution or deemed constitution of the board after a general election of the board or from the date of appointment as per sub-rule(2) convene a meeting of all the directors for electing the chairperson/President, Vice Chairperson /Vice-President and such other officebearers as are required to be elected under the byelaws

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of the co-operative society. The meeting shall be convened by giving a notice of seven clear days sent by registered post, or personal delivery under acknowledgement indicating the date, time and venue of meeting.

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(4) Not less than two hours before the time fixed for the meeting for the election of President or Vice-President or any other office-bearers, any member of the board desirous of being elected as the president or vice president or any other office-bearer, as the case may be, may submit his nomination by delivering the nomination paper in Form XXIV to the Returning Officer. Such nomination shall be proposed by another member of the board eligible to do so and seconded by a third member of the board eligible to do so.

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(5) No director shall propose or second under sub-rule (4) more than one candidate for the office of the President or vice-President or any other office bearer of the society.

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Provided that if any director has proposed or seconded more than one candidate for the office of the President or Vice-President or any other office bearer of the society, the nomination which is received first shall be considered for scrutiny.

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(6) The Returning Officer appointed under sub-rule (1) shall preside over the meeting of the board convened for the purpose of electing the office bearers or filling up the casual vacancy in the office of the President or Vice President as the case may be.

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(6-A) The quorum for a meeting of the board convened under sub-rule (6) shall be fixed at the number next to fifty per cent of the strength of the board.

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(7) After the commencement of the meeting, the Returning Officer shall scrutinize all such nomination papers and shall read out to the directors present at

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such meeting, the names of the directors who in his opinion have been duly nominated, together with those of the proposers and the seconders.

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(8) Any candidate may withdraw his candidature by notice in writing duly signed by him and delivered to the Returning Officer within thirty minutes after the scrutiny of the nomination papers.

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(9) The notice of withdrawal shall be given in writing by the candidate in person.

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(10) No director who has given a notice of withdrawal of his candidature under sub-rule (8) shall be allowed to cancel the notice of withdrawal.

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(11) The Returning Officer shall, on being satisfied as to the genuineness of the notice of withdrawal and the identity of the director delivering it under sub-rule (9) read out to the directors present at such meeting the name/names of the person/ persons withdrawing his/their candidature.

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(12) After the time fixed for withdrawal is over, if for any office for which election is to be held, the number of candidates who have been validily nominated and have not withdrawn their candidature in the manner and within the time specified, does not exceed the number of candidates to be elected for that office, the Returning Officer shall forthwith make a declaration that the validly nominated candidate shall be deemed to have been elected for that office.

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(13) If the number of validly nominated candidates for any office exceeds the number of candidates to be elected for that office, the Returning Officer shall proceed to take a poll by secret ballot as hereinafter provided.

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(14) The votes shall be taken by secret ballot and the directors voting for and against any candidate shall record their votes in the ballot papers supplied to them.

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(15) Any director present at the meeting may refrain from voting if he so chooses to do.

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(16) After the voting by all the directors present and wishing to vote is over, the Returning Officer shall count the votes and declare the candidates who have secured the highest number of valid votes to have been duly elected.

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(17) When an equality of valid votes is found to exist between any two or more candidates and the addition of one vote will entitle any of those candidates to be declared elected, the Returning Officer shall forthwith decide between those candidates by lot in such manner as he may determine and proceed as if the candidate on whom the lot falls has received an additional vote. He shall thereafter declare the candidate on whom the lot falls to have been duly elected.

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(18) The Returning Officer shall cause a record of the minutes of the meeting which shall contain the names of all the members present. The minutes shall be signed by the Returning Officer, the chief executive as also the directors present and wishing to sign. The minutes shall be made available to any member for inspection.

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(19) The Returning Officer shall immediately thereafter record the proceedings of the election in a comprehensive report which shall form part of the records of the election and shall be binding on all. The Returning Officer shall also furnish a copy of such a report together with a copy of the return of the results of the polling to the chief executive of the society and send a report to the District Election Officer and CEC.

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(20) After declaration of the result of election, the Returning Officer shall hand over the ballot papers and

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records relating to the election of the office-bearers to the chief executive of the society in a sealed cover. These shall safely be preserved by the chief executive of the society for a period of six months from the date of election or till such time a dispute or an appeal regarding the election, if any, filed is disposed of whichever is later and shall thereafter be destroyed.

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7.17. By referring to Sub-rule (1) of Rule 14-AG of the Rule 1960, he submits that the Returning Officer appointed for conduct of the election is to conduct the election of Office Bearers also. By referring to Sub-section (2) of Section 14AG of the Act of 1959, he submits that whenever there is a casual vacancy, which occurs to the office of the president or vicepresident or any Office Bearer, the Chief Executive shall send a communication to the Chief Election Authority conveying the occurrence of such vacancy within seven (07) days from the date of occurrence of the vacancy, and it is for the said authority to take steps for conducting elections to fill up the casual vacancy in the office of the President or Vice, President, or any other Office Bearer as the case may be.

¶226

7.18. By referring to Sub-rule (3) of Rule 14-AG of the Rules of 1960, his submission is that the

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Returning Officer or the Assistant Returning Officer shall within fifteen (15) days from the date of constitution or deemed constitution of the Board after a general election of the Board or from the date of appointment as per Subrule (2) of Rule 14-AG of the Rules of 1960 convene a meeting of all the Directors were eligible to vote for electing the chairperson/president, vice chairperson/vice president and such other Office Bearers as are required to be elected under bye-laws. The meeting to be convened by giving seven (07) clear days’ notice.

¶231

7.19. He refers to Sub-rule (4) of Rule 14-AG of the Rules of 1960 and contends that not less than two hours before the time fixed for the meeting for the election of president or vice-president or any other Office Bearers’ nomination could be submitted by any person interested. He refers to Sub-rule 6A of Rule 14-AG of the Rules of 1960 and contends that for the purpose of this meeting, the quorum for a meeting shall be fixed at number next to 50% of the strength of the Board.

¶232

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7.20. Again, he submits that the strength of the Board cannot refer to the sanctioned strength but can only refer to elected strength inasmuch as, if there are no Directors elected to satisfy the sanction strength, then it is only the number of electors who are elected, which could be taken into account for the purpose of fixing the corum and other aspects.

¶236

7.21. He refers to Section 29-A of the Act of 1959, which is reproduced hereunder for easy reference;

¶237

29A. Commencement of term of office.- The term of office of the members of the board] 4 shall commence on the date on which the majority of the elected members of the board assume office or the term of the out going board expires, whichever is later.

¶238

(2) Notwithstanding anything contained in this Act or the rules or the bye-laws of a co-operative society, the board shall be deemed to be duly constituted when the majority of the elected members of the board are available to function as members of the board after the election.

¶239

(3) The board deemed to be constituted under sub-section (2) shall be competent to exercise all the powers and perform all the functions of the board of the co-operative society.

¶240

7.22. By referring to Sub-section (1) of Section 29-A of the Act of 1959, he submits that the term of

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office of the members of the Board shall commence on the date on which the majority of the elected members of Board assume office or the term of outgoing Board expires whichever is later.

¶245

7.23. By referring to Sub-section (2) of Section 29-A of the Act of 1959, he submits that notwithstanding anything contained in the Act or the Rules or the bye-laws of a Co-operative Society, the Board shall be deemed to be duly constituted when the majority of the elected members of Board are available to function as members of the Board after the election.

¶246

7.24. By referring to Sub-section (2) of Section 29-A of the Act of 1959, his submission is that it is not when all the directors are available that the Board can constituted, even if the majority of the elected members of the Board are available, then the Board is deemed to be constituted. He draws a distinction between elected members and strength of the elected members of the Board and the strength of the Board to contend that the quorum would have to be determined on the number of elected

¶247

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members of Board and not the sanctioned strength of the Board.

¶251

7.25. Thus, he submits that in the present case elections having been held and directors have been elected only for ten (10) posts, it is those ten (10) elected directors were required to be taken into consideration for determining the corum and not the sanctioned strength of the Board. His submission, therefore, is that the Election Officer ought to have continued with the meeting, since six (06) of the directors out of ten (10) elected directors were present. The said six (06) constituting a number next to 50% of the elected Board of Directors.

¶252

7.26. By referring to the above provisions, learned Senior Counsel submits that the Act itself recognises the concept of a “deemed constitution of the Board” once the majority of elected members are available, and therefore the absence of elections to a few reserved seats cannot prevent the Board from functioning.

¶253

7.27. In the present case, since ten directors have been elected, the Board stood deemed to have been constituted, and therefore the Returning

¶254

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Officer ought to have proceeded with the election of office-bearers.

¶258

7.28. According to him, for the purpose of determining quorum, the relevant number is the number of elected directors, which in the present case is ten. The quorum being the number next to fifty per cent, the presence of six directors would clearly satisfy the quorum requirement.

¶259

7.29. Therefore, the Returning Officer ought not to have adjourned and subsequently abandoned the meeting on the ground of lack of quorum, when six out of the ten elected directors were present.

¶260

7.30. Learned Senior Counsel accordingly submits that the Returning Officer acted contrary to the provisions of the Act and the Rules, and as a consequence the election to the posts of officebearers has been unjustifiably stalled, thereby affecting the functioning of the co-operative society.

¶261

7.31. On the above basis, he submits that the meeting convened for election of office-bearers

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ought to have proceeded, and the action of the Returning Officer in abandoning the meeting is liable to be set aside.

¶266

7.32. He therefore submits that the writ petition deserves to be allowed and appropriate directions issued to conduct the election to the posts of office-bearers of the society.

¶267

Sri.Yogesh Naik., learned AGA would however submits that;

¶268

8.1. The requirement of quorum for a meeting of the Board must necessarily be determined with reference to the sanctioned strength of the Board of Directors as provided under the Act, the Rules and the bye-laws of the society, and not with reference to the number of directors who are presently elected or available to participate in the meeting. This principle would apply equally to the first meeting of the Board convened for election of office-bearers as well as to any subsequent meeting of the Board.

¶269

8.2. In the present case, the sanctioned strength of the Board is thirteen (13). Merely because three seats reserved for particular categories

¶270

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remained vacant on account of absence of candidates, it cannot be contended that the quorum is required to be calculated on the basis of the ten directors who were elected. The statutory requirement of quorum cannot fluctuate depending upon the number of seats filled at a given point of time, since such an interpretation would defeat the scheme of the Act and the Rules governing the composition and functioning of the Board.

¶274

8.3. He relies upon decision of Co-ordinate Bench of this Court in Sri.Basavanna.H.M. Vs. State of Karnataka¹ more particularly para 9 and 10 thereof, which are reproduced hereunder for easy reference;

¶275

In so far as quorum of '9' as mentioned in the Byelaw, same is not in dispute and cannot be disputed. Contention is raised by respondent No.5 stating that the quorum must be construed as number of persons present in the morning session in the previous session of the same day. The satisfaction of quorum when election to the post of Vice-President was held cannot be taken note of, in light of requirement of quorum at the relevant period of time and this would come out on reading of Rule 14-AK (4) of the Karnataka Cooperative Societies Rules, 1960, which reads as hereunder:-

¶276

1WP No.6250 of 2024dated 03.04.2024

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"(4) The number next to fifty per cent of the strength of the board as specified in the bye-laws shall form the quorum for a meeting of the board (the members who are all attending the meeting shall sign in the book kept for the purpose before commencement of the board meeting).If there is no quorum at the time of transacting any business in any meeting of the board, no such business shall be transacted."

¶280

(emphasis supplied)

¶281

It is clear that the quorum is at the relevant point of time of transacting of any business. The holding of the election if is construed to be transaction of business at the time of election of the President, the quorum should have been fulfilled. Accordingly, on such sole ground, the petition deserves to be allowed.

¶282

8.4. By placing reliance on Basavanna.H.M., it is submitted that the existence of quorum must be examined at the precise point of time when the business of the meeting is sought to be transacted. The election of office-bearers of the co-operative society constitutes a transaction of business of the Board, and therefore the mandatory quorum requirement must be satisfied before such election can be conducted. In the absence of the required quorum, the Returning Officer could not have proceeded with the meeting or conducted the election, and therefore the action of the Returning Officer in not continuing with the meeting cannot be faulted with.

¶283

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8.5. He also relies on the decision in Sharanabasappa and Ors vs. The State of Karnataka and Ors² more particularly para 21 and 22 thereof, which are reproduced hereunder for easy reference;

¶287

The vacancies arising on account of the reasons detailed in Section 29(E) of the Act is described as a casual vacancy. The word ‘casual vacancy’ is defined by the Oxford English Reference Dictionary in the Second Edition as follows:

¶288

(1) accidental; due to chance (2) not regular or permanent; temporary, occasional (3) a unconcerned, uninterested (4) informal.

¶289

From a reading of the definition from the said dictionary, what can be deduced is that the word ‘casual’ refer to something insignificant and that it does not entail any implication of any significance. If the phrase ‘casual’ employed by the legislature is understood in the above terms then the interpretation that has to be placed on the provisions of Section 29(E) of the Act, is that, the vacancy, in respect of which the elections are directed under the provisions of Section 29(E) of the Act, does not or will not have bearing on the functioning of the Board. If the definition of word ‘casual’ is read in conjunction with reference to the provisions of Sub-rule 4 of Rule 14AK and Sub-section (2) of Section 28(A) of the Act, then it must be held to mean that the elections or nominations are impermissible under the provisions of Section 29(E), when the total sum of members to be elected/nominated is less than the strength stipulated under Sub-rule (4) of Rule 14-AK. If the number of vacancies are more than the percentage of strength as

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provided in the said Rule, then the provisions of Section 31 of the Act would not be attracted.

¶295

8.6. By relying on Sharanabasappa, learned counsel submits that the statutory scheme governing the constitution and functioning of the Board of a Co-operative Society contemplates that the strength of the Board must be understood with reference to the sanctioned composition provided under the Act, the Rules and the bye-laws of the society. The concept of casual vacancy as explained in the above judgment indicates that temporary vacancies occurring in the Board do not alter the statutory composition of the Board itself. Such vacancies are treated as incidental and do not dilute the legal requirement relating to the strength of the Board or the quorum required for conducting meetings.

¶296

8.7. It is his submission that the strength of the Board remains the same notwithstanding the existence of vacancies, whether such vacancies arise due to resignation, death, disqualification, failure of candidates to contest reserved seats, or any other circumstance contemplated under the Act. Therefore, the existence of such

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vacancies cannot result in the effective strength of the Board being reduced for the purpose of determining quorum.

¶301

8.8. Learned counsel further submits that if the interpretation suggested by the petitioners were to be accepted, namely that the quorum must be calculated with reference to the number of elected members alone, it would lead to serious anomalies in the functioning of co-operative societies. For instance, if only a small number of members are elected and the remaining seats remain vacant, the Board could still proceed to transact business with a very small number of members, which would be contrary to the legislative intent underlying the provisions regulating the composition of the Board.

¶302

8.9. According to him, the provisions contained in Rule 14-AK(4) of the Rules of 1960 clearly stipulate that the quorum shall be the number next to fifty percent of the strength of the Board as specified in the bye-laws. The expression “strength of the Board” used therein necessarily refers to the total sanctioned

¶303

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strength of the Board, and not merely to the number of members who are elected or available at a given point in time.

¶307

8.10. He therefore submits that the statutory provisions read with the interpretation placed by this Court in Sharanabasappa clearly indicate that vacancies in the Board cannot be used as a basis to dilute the statutory requirement of quorum, and the functioning of the Board must always conform to the structure and strength prescribed by the Act and the Rules.

¶308

8.11. Applying the above principles to the present case, he submits that the sanctioned strength of the Board being thirteen, the quorum for a meeting would necessarily have to be calculated on that basis. Since the required quorum based on the sanctioned strength was not satisfied, the Returning Officer was justified in not proceeding with the meeting and in declining to conduct the election of officebearers.

¶309

8.12. On that basis, it is submitted that the action of the Returning Officer cannot be said to be

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contrary to the provisions of the Act or the Rules, and therefore the reliefs sought in the present writ petition do not merit consideration.

¶314

8.13. He relies on the decision in Sri.H.T.Munikumar vs. The State of Karnataka³ more particularly para 5 and 11 thereof, which are reproduced hereunder for easy reference;

¶315

The relevant facts in W.P. No.22398/2023 are that the petitioners were elected as Directors of Respondent No.3 – Society for the term 2023 to 2028 in the elections held on 26.07.2023, wherein a total of 12 Directors were elected. The first meeting for electing President and Vice-President of Respondent No.3 - Society was scheduled on 12.08.2023. However, on that date, only six Directors were present and hence, for want of quorum, the meeting was adjourned. Thereafter, the next meeting was held on 01.09.2023 and all 12 Directors were present and Petitioner Nos.1 and 2 were elected as the President and Vice President of Respondent No.3 – Society respectively. On the said date, after the election of Petitioner Nos.1 and 2, six Directors tendered their resignations without any valid reasons and on 19.09.2023, a Special Officer was appointed to Respondent No.3 - Society. Being aggrieved, the above writ petition is filed.

¶316

In view of the contentions putforth by both the learned counsels, the question that arise for consideration of these writ petitions are ‘whether upon the resignation of few of the members of the Board of

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a Society, whether elections are required to be held to the posts of all the Directors including the posts of Directors who have not tendered their resignations?’

¶321

8.14. By relying on Munikumar, he submits that the statutory scheme governing the functioning of a co-operative society recognises the importance of quorum and the necessity of ensuring that meetings of the Board are conducted only when the quorum requirement is satisfied. In the said decision, this Court had occasion to consider circumstances where the absence of sufficient members or resignation of certain directors had a direct bearing on the functioning of the Board. The Court emphasised that the statutory framework regulating the constitution of the Board and the conduct of its meetings must be strictly adhered to, failing which the actions taken by the Board could be rendered unsustainable.

¶322

8.15. Learned counsel therefore submits that the principle emerging from the said decision is that the functioning of the Board must always be in conformity with the provisions governing the composition and quorum of the Board, and any attempt to proceed with the transaction of

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business in disregard of the statutory quorum requirement would be impermissible.

¶327

8.16. Applying the above principle to the present case, it is submitted that when the meeting convened for the purpose of electing the officebearers did not have the requisite quorum calculated on the basis of the sanctioned strength of the Board, the Returning Officer was justified in declining to proceed with the meeting and in not conducting the election of office-bearers.

¶328

8.17. It is therefore contended that the action of the Returning Officer in adjourning the meeting and subsequently not proceeding with the election cannot be said to be arbitrary or contrary to the provisions of the Act or the Rules, but is in fact consistent with the statutory requirement relating to quorum and the functioning of the Board of the co-operative society.

¶329

8.18. Learned counsel further submits that even in a situation where only a few candidates contest the election to the posts of Directors and the entire Board is not fully constituted, the determination of quorum cannot be based upon

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the number of Directors who are elected. The quorum must necessarily be determined with reference to the total sanctioned strength of the Board of Directors as prescribed under the Act, the Rules and the bye-laws of the society. In the present case, the sanctioned strength of the Board is thirteen (13) and therefore the quorum, being the number next to fifty percent of the strength of the Board, would necessarily require the presence of at least seven (07) Directors in order to validly conduct the meeting.

¶334

8.19. Applying the above principle to the facts of the present case, it is submitted that only six (06) Directors were present in the meeting convened on 11.02.2024. Since the number required to constitute quorum was seven (07), the Returning Officer was justified in adjourning the meeting for want of quorum. Even in the adjourned meeting convened on 18.02.2024, only six Directors were present, which again fell short of the statutory quorum requirement. In such circumstances, the Returning Officer could not have proceeded with the election of officebearers and was justified in declining to

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conduct the meeting and treating the same as closed. Learned counsel submits that the situation that has arisen clearly indicates a deadlock among the elected Directors, and unless the minimum number required for quorum is present, the meeting cannot legally proceed.

¶339

8.20. On the above basis, it is submitted that the action of the Returning Officer cannot be said to be contrary to the provisions of the Karnataka Co-operative Societies Act, 1959 or the Rules framed thereunder. Since the mandatory quorum requirement was not satisfied, the election of office-bearers could not have been conducted. Consequently, the reliefs sought by the petitioners do not merit consideration, and the writ petition is liable to be dismissed.

¶340

Heard Sri.M.R.Rajgopal, learned Senior counsel for the petitioner, Sri.Yogesh Naik, learned AGA for respondents No.1 and 2 and Sri.A.Devaraj., learned counsel for respondents No.4 and 5. Perused papers.

¶341

The points that would arise for determination are as follows:

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(i) Whether the quorum required under Rule 14-AK(4) of the Karnataka Co-operative Societies Rules, 1960 for a meeting of the Board of a Co-operative Society is to be computed with reference to the sanctioned strength of the Board as provided under the Act, Rules and bye-laws, or with reference to the number of directors actually elected to the Board?

¶346

(ii) Whether the Board of Directors of respondent No.3-Society could be treated as duly constituted under Section 29-A of the Karnataka Co-operative Societies Act, 1959 when only ten (10) directors were elected against the sanctioned strength of thirteen (13)?

¶347

(iii) Whether the presence of six (06) elected directors in the meeting convened on 11.02.2024 and the adjourned meeting held on 18.02.2024 satisfied the quorum requirement for conducting the election of office-bearers of respondent No.3-Society?

¶348

(iv) Whether the Returning Officer was justified in adjourning and subsequently abandoning the meeting on the ground that the quorum requirement was not satisfied?

¶349

(v) Whether the petitioners are entitled to the reliefs sought for in the present writ

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petition, including the declaration that quorum is to be calculated on the basis of the number of elected directors and a direction to proceed with the election of office-bearers?

¶353

(vi) What Order?

¶354

I answer the above points as follows:

¶355

Answer to Point No. (i): Whether the quorum required under Rule 14-AK(4) of the Karnataka Co-operative Societies Rules, 1960 for a meeting of the Board of a Co-operative Society is to be computed with reference to the sanctioned strength of the Board as provided under the Act, Rules and bye-laws, or with reference to the number of directors actually elected to the Board?

¶356

12.1. Sri. M.R. Rajagopal, learned Senior Counsel appearing for the petitioners, advanced detailed and structured submissions urging that the quorum for the meetings of the Board of respondent No.3-Society ought to be calculated on the basis of the number of directors actually elected to the Board, and not with reference to the sanctioned or prescribed strength of the Board as specified in the bye-laws. His submissions, which were made with considerable thoroughness and clarity, are summarised below.

¶357

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12.2. He commenced his arguments by drawing the Court's attention to Section 2b of the Karnataka Co-operative Societies Act, 1959 (hereinafter referred to as 'the Act of 1959'), which defines 'Board' in the following terms:

¶361

"2b. 'Board'- means the board of directors or the governing body of a co-operative society, by whatever name called, to which the direction and control of the management of the affairs of the society is entrusted to."

¶362

12.3. The definition of 'Board' is purposive and functional in character. The Board is not a notional body defined by the number of seats prescribed; it is the body to which the direction and control of management is entrusted in fact. A Board consisting of only those directors who have actually been elected is the body to which management is in fact entrusted. In the present case, since elections were held for only ten posts and ten directors were elected, it is that body of ten directors to which the management of respondent No.3-Society stands entrusted. The three seats which remain vacant are not occupied by any person and no management function is being exercised through those vacant seats.

¶363

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12.4. The definition of 'Board' does not say that the Board can only function when all seats prescribed are filled. The definition speaks of the governing body as one which actually exercises direction and control. Therefore, the 'strength' of the Board must refer to the actual functioning strength, not the prescribed maximum.

¶367

12.5. He referred to Section 2(e-2-1) of the Act of 1959, which provides:

¶368

"2(e-2-1) 'Director'- means a member of the board duly elected or nominated or co-opted in accordance with this Act, the rule and the bye-laws made under this Act."

¶369

12.6. A 'Director' is defined as a person duly elected, nominated, or co-opted. Persons occupying vacant seats are none of these three things. They have not been elected, nominated, or coopted. Therefore, vacant seats cannot represent 'directors' for any purpose, including the purpose of calculating the strength of the Board for quorum. The strength of the Board must logically refer to the number of persons who actually hold the position of Director, not the number of posts created by the bye-laws.

¶370

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12.7. He referred at length to Section 28-A of the Act of 1959, which deals with the management of co-operative societies and the constitution of the Board. Sub-section (2) of Section 28-A provides that the Board of a primary society shall consist of not less than thirteen but not exceeding the number of members specified, depending upon the area of operation of the society. He submitted that while Section 28A(2) specifies that the Board 'shall consist of not less than thirteen' members for societies whose area of operation extends to a part of a taluk, this is a prescriptive target for the composition of the Board. It does not say that a Board consisting of fewer than thirteen members is non-existent or cannot function.

¶374

12.8. There is no provision in the Act of 1959 which says that if a Board has fewer than the prescribed number of members, all its decisions and actions are void or that the Board cannot transact any business whatsoever. The provisions of the Act, properly understood, contemplate a Board functioning even when it is not at full complement, subject to the statutory framework for dealing with vacancies.

¶375

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12.9. He drew attention to Section 28-A(3), which mandates reservation of certain seats in every Board. He pointed out that the first proviso to Section 28-A(3) limits the applicability of reservation to societies which have members from the reserved categories. In the present case, while the society had provision for three reserved seats (one each for SC, ST, and Backward Class-B), no candidate from any of these categories came forward to contest. He submitted that this non-availability of candidates cannot be used as a ground to paralyse the Board. The legislature, in prescribing reservations, did not intend for the absence of candidates from reserved categories to prevent a democratically elected Board from functioning.

¶379

12.10. He also pointed out that Section 28-A(4-A) provides for co-option of persons having experience in the fields of banking, management, or finance to the Board. The last proviso to Section 28-A(4-A) expressly provides that 'professional directors and functional directors shall not form a part of the quorum for the conduct of the board meetings.' He

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submitted that this express carve-out shows that not all persons associated with the Board count for the purposes of quorum. The legislature was careful to specify who is counted and who is not. The natural implication is that persons not actually occupying a position as Director (such as those whose seats are vacant) also cannot count for quorum purposes.

¶384

12.11. He referred to Section 29-F(5) of the Act of 1959, which reads as under:

¶385

"29-F(5) The Cooperative Election Commission shall conduct elections to the board and also to the office of President or Chairperson, Vice President or ViceChairperson and such other office-bearers as are required to be elected as per the bye-laws of the cooperative society within fifteen days from the date of constitution or deemed constitution of the board after a general election."

¶386

12.12. This provision casts an affirmative duty on the Co-operative Election Commission (CEC) to conduct elections to the posts of office-bearers within fifteen days from the date of constitution or 'deemed constitution' of the Board. He emphasised the expression 'deemed constitution' and submitted that the legislature expressly contemplated situations where a Board may be 'deemed constituted' even

¶387

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though it is not fully constituted in the sense of having all prescribed seats filled. The legislature, therefore, accepted that a Board can be deemed to exist and function even with fewer than the full complement of directors. If the quorum for the meeting to elect officebearers is to be calculated on the basis of the prescribed full strength (13), it would be impossible to hold the mandatory election under Section 29-F(5) in a situation where only 10 directors have been elected, since the quorum of 7 can never be met if only 6 can ever be present, thus bringing about a stalemate and resulting n tyranny of numbers.

¶391

12.13. He referred to Rule 14-AK(4) of the Karnataka Co-operative Societies Rules, 1960 (hereinafter referred to as 'the Rules of 1960'), which reads as under:

¶392

"(4) The number next to fifty per cent of the strength of the board as specified in the bye-laws shall form the quorum for a meeting of the board. the members who are all attending the meeting shall sign in the Book kept for the purpose before commencement of the board meeting. If there is no quorum at the time of transacting any business in any meeting of the board, no such business shall be transacted."

¶393

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12.14. The expression 'strength of the board as specified in the bye-laws' must be understood contextually. The bye-laws specify the maximum composition of the Board as thirteen. However, 'strength' refers to actual effective strength - that is, the number of directors who are actually functioning as members of the Board. The word 'strength' in ordinary usage means operative capacity, not theoretical maximum. Where seats remain vacant because no one has been elected to them, those seats represent nothing but potential - they are not occupied by any director - and therefore they cannot form part of the 'strength' of the Board.

¶397

12.15. The purpose of a quorum rule is to ensure that a meaningful proportion of the actual Board is present before decisions are made. If the Board has only ten members, requiring seven to be present for quorum ensures that 70% of the actual Board participates in decision-making. This is more representative than requiring the same seven out of a notional thirteen, which would require the presence of directors who have not even been elected.

¶398

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12.16. He referred to Rule 14-AG(6-A), which specifically governs the meeting for election of office-bearers. It provides:

¶402

'The quorum for a meeting of the board convened under sub-rule (6) shall be fixed at the number next to fifty per cent of the strength of the board.'

¶403

12.17. This provision uses the expression 'strength of the board' without the qualifier 'as specified in the bye-laws' that appears in Rule 14-AK(4). He submitted that this absence of the qualifier further supports his argument that 'strength of the board' is the actual operative strength, not the prescribed maximum, and that for the specific meeting for election of office-bearers, the quorum is based on the actual elected strength.

¶404

12.18. He referred to Section 29-A of the Act of 1959, which he characterised as the foundational aspect. Sub-sections (1), (2) and (3) of Section 29-A read as under:

¶405

"29A. Commencement of term of office.- The term of office of the members of the board shall commence on the date on which the majority of the elected members of the board assume office or the term of the outgoing board expires, whichever is later.

¶406

(2) Notwithstanding anything contained in this Act or the rules or the bye-laws of a co-operative society, the board shall be deemed to be duly constituted when the

¶407

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majority of the elected members of the board are available to function as members of the board after the election.

¶411

(3) The board deemed to be constituted under subsection (2) shall be competent to exercise all the powers and perform all the functions of the board of the cooperative society."

¶412

12.19. Section 29-A(2) uses the expression 'majority of the elected members of the board.' This provision does not say 'majority of the sanctioned strength of the Board' or 'majority of thirteen' or 'majority of the prescribed number.' It says 'majority of elected members.' In the present case, ten directors were elected. The majority of ten = six. Six directors were present at both meetings. Therefore, the Board was deemed to be duly constituted under Section 29-A(2) and was competent under Section 29-A(3) to exercise all the powers and perform all the functions of the Board, including the election of office-bearers.

¶413

12.20. The 'notwithstanding' clause in Section 29-A(2) overrides anything to the contrary in the Act, Rules, or bye-laws. Therefore, even if Rule 14AK(4) were read to require quorum on the basis of sanctioned strength, Section 29-A(2) would override that reading for the purpose of

¶414

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determining whether the Board is constituted and competent to act. He argued that a Board deemed constituted under Section 29-A(2) must be able to conduct its business, including the election of office-bearers, and this must necessarily imply that the quorum requirement should align with the number of directors actually in place.

¶418

12.21. He drew a clear distinction between 'sanctioned composition' (thirteen) and 'operative strength' (ten elected directors). He submitted that once the Act itself recognises 'deemed constitution' and uses the concept of 'majority of elected members' rather than 'majority of prescribed strength,' it would be illogical to insist on a quorum based on the full prescribed strength of thirteen. The quorum must be based on the operative strength of the Board.

¶419

12.22. To summarise, the submission of Sri. M.R. Rajagopal, learned Senior Counsel for the petitioners, is as follows:

¶420

12.22.1. The definitions of 'Board' and 'Director' under the Act of 1959 are functional and operative; they refer to persons

¶421

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actually holding office, not to vacant seats;

¶425

12.22.2. Section 28-A(2) prescribes the composition of the Board but does not render a Board with fewer members incapable of functioning;

¶426

12.22.3. Section 29-A(2), through a 'notwithstanding' clause, provides for deemed constitution of the Board when the majority of elected members are available, using the concept of 'elected members' rather than 'prescribed strength';

¶427

12.22.4. Rule 14-AK(4)'s reference to 'strength of the board as specified in the byelaws' must be read as referring to the effective operative strength (ten elected directors) rather than the prescribed maximum (thirteen);

¶428

12.22.5. Rule 14-AG(6-A)'s reference to 'strength of the board' without qualification reinforces this;

¶429

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12.22.6. Since ten directors were elected and

¶433

six were present at both meetings, the quorum (number next to fifty per cent of ten = six) was in fact satisfied;

¶434

12.22.7. The Returning Officer ought to have proceeded with the election of officebearers.

¶435

12.23. Sri. Yogesh D. Naik, learned Additional Government Advocate appearing for respondents No.1 (State of Karnataka) and No.2 (Returning Officer), advanced the following contentions:

¶436

12.24. His primary submission was that Rule 14-AK(4) of the Rules of 1960 is clear and unambiguous. The expression 'strength of the board as specified in the bye-laws' refers to the composition of the Board as laid down in the bye-laws - that is, the sanctioned or prescribed strength. In the present case, the bye-laws prescribe that the Board shall consist of thirteen members. This is the 'strength as specified in the bye-laws.' It is fixed, definite, and determinable from the face of the byelaws. It does not change from time to time

¶437

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depending on how many seats happen to be filled on a given date.

¶441

12.25. If the quorum were permitted to fluctuate with the number of directors elected, it would create uncertainty and instability in the functioning of co-operative societies. A fixed quorum based on the prescribed strength ensures predictability. Directors and other stakeholders know what the quorum requirement is at all times. If the quorum were to vary with elections, no one would know what number is required for quorum until after the elections are completed.

¶442

12.26. He relied upon the decision of a Co-ordinate Bench of this Court in Sri. Basavanna H.M, and submitted that the Co-ordinate Bench in Sri.Basavanna H.M. proceeded on the understanding that the quorum is a fixed, determinable number ('9 as mentioned in the Bye-law') and that this quorum must be present at the specific point of time when business is being transacted, including the election of office-bearers. The decision does not support any argument that the quorum can be

¶443

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computed on the basis of elected strength rather than bye-law-prescribed strength.

¶447

12.27. He relied upon another decision of a coordinate bench of this Court in Sharanabasappaand submitted that the decision in Sharanabasappa establishes, as a matter of law, that vacancies in the Board do not alter the strength of the Board for the purpose of computing quorum. The Court in Sharanabasappa held that the strength of the Board remains as stipulated under Rule 14AK(4) read with Section 28-A(2) of the Act of 1959, regardless of vacancies. The Court further made it clear that if the number of vacancies exceeds the percentage of strength provided in Rule 14-AK(4), then Section 31 and not Section 29-E would apply - indicating that the strength referred to in Rule 14-AK(4) is the prescribed strength, not the actual elected strength.

¶448

12.28. He submitted that while Sharanabasappa dealt with 'casual vacancies' arising mid-term, the principle it enunciates is equally applicable to the present case. Whether vacancies arise at

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the stage of the initial election (because candidates did not contest reserved seats) or later during the term of a Board (casual vacancies), they do not alter the statutory composition of the Board or reduce the prescribed quorum requirement. The 'strength as specified in the bye-laws' remains thirteen, and the quorum remains seven.

¶452

12.29. He relied upon another decision of a coordinate bench of this Court in H.T. Munikumarand submitted that in that case an election was held for a society and 12 directors were elected. The first meeting for electing the President and Vice-President was held on 12.08.2023, but only six directors were present and the meeting was adjourned for want of quorum. A second meeting was held on 01.09.2023 where all 12 directors were present and officers were duly elected.

¶453

12.30. The decision in Munikumar reinforces the principle that the statutory framework governing the functioning of a co-operative society must be strictly adhered to. The fact that a meeting was adjourned for want of

¶454

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quorum (six directors out of twelve being present, where quorum was the number next to 50% of the prescribed strength) was not challenged in that case, indicating the correctness of applying the prescribedstrength-based quorum. The second meeting, where all 12 directors were present, was validly held. He submitted that Munikumar supports the proposition that the quorum must be strictly satisfied before the election of officebearers can be conducted.

¶458

12.31. If the interpretation canvassed by the petitioners were to be accepted, it would lead to serious anomalies. By way of illustration, if only two directors are elected in a society with a prescribed Board strength of thirteen, then on the petitioners' argument, the 'strength' would be two, and the quorum (number next to 50% of two) would be one. A single-person majority of two could then constitute the Board and elect office-bearers - a result manifestly at variance with the legislative intent. Such an interpretation would permit a tiny minority of a society's leadership to vest control in their hands and make binding decisions on behalf of

¶459

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the society without any meaningful participation.

¶463

12.32. The sanctioned strength of the Board of respondent No.3-Society is thirteen (13). The quorum is therefore seven (7) (being the number next to fifty per cent of thirteen, since fifty per cent of thirteen is 6.5, and the number next to 6.5 is 7). On both dates (11.02.2024 and 18.02.2024), only six directors were present, which falls short of the required quorum of seven. The Returning Officer was therefore fully justified in not proceeding with the meeting and in declining to conduct the election of office-bearers. The writ petition is liable to be dismissed.

¶464

12.33. Sri. A. Devaraj, learned counsel appearing for respondents No.4 (the State Election Authority by its Commissioner) and No.5 (the Deputy Commissioner and District Election Officer, Hassan), was heard. The Court notes that respondents No.4 and No.5 are statutory authorities under the electoral mechanism governing co-operative society elections. Sri. A. Devaraj adopted the arguments of Sri. Yogesh

¶465

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D. Naik, learned AGA, in submitting that the quorum must be calculated on the basis of the sanctioned strength of the Board. He submitted that the State Election Authority and the District Election Officer, in supervising the electoral process of co-operative societies, act in accordance with the Act and Rules as interpreted by this Court, and that the action of the Returning Officer on both dates was in consonance with the statutory requirement of quorum. He did not canvass any additional or distinct submissions on this Point.

¶469

12.34. This Court has heard the learned counsel for all parties at length and has perused the pleadings and records. The central question under Point (i) is one of statutory interpretation: what does the expression 'strength of the board as specified in the bye-laws' in Rule 14-AK(4) of the Rules of 1960 mean? Does it refer to the prescribed/sanctioned strength of the Board as fixed by the bye-laws (thirteen in this case), or does it refer to the number of directors who were actually elected to the Board (ten in this case)? This is a pure question of law, the answer to which will govern not only this case

¶470

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but will have wider implications for co-operative society elections across Karnataka.

¶474

12.35. Before embarking on the interpretation of Rule 14-AK(4), it is useful to understand the structural framework of the relevant provisions. The Karnataka Co-operative Societies Act, 1959, and the Karnataka Co-operative Societies Rules, 1960 together form a comprehensive code for the governance of co-operative societies in the State. Within this framework:

¶475

12.35.1. Section 2b defines 'Board' as the governing body to which management is entrusted. Section 2(e-2-1) defines 'Director' as a person duly elected, nominated, or co-opted.

¶476

12.35.2. Section 28-A deals with the constitution, composition, and tenure of the Board. Sub-section (2) prescribes the number of members the Board shall consist of, with a minimum of thirteen for primary societies operating in part of a taluk.

¶477

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12.35.3. Section 29-A deals specifically with the commencement of term of office and the concept of 'deemed constitution' of the Board.

¶481

12.35.4. Section 29-E deals with casual vacancies.

¶482

12.35.5. Rule 14-AG provides for the election of office-bearers, including by the Returning Officer. Sub-rule (6-A) provides for quorum for the specific meeting for election of office-bearers.

¶483

12.35.6. Rule 14-AK provides for Board meetings generally. Sub-rule (4) provides for quorum for Board meetings.

¶484

12.36. Rule 14-AK(4) states: 'The number next to fifty per cent of the strength of the board as specified in the bye-laws shall form the quorum for a meeting of the board.' This Court must give full effect to each word and phrase in this provision.

¶485

12.37. The word 'strength.' In common parlance, as well as in legal usage, the 'strength' of a body

¶486

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refers to the full complement or the prescribed number of its members. When one says 'the strength of a regiment is 800', one means the prescribed number, not the number present on any given day. When the bye-laws of a society say that the Board shall consist of thirteen members, the 'strength' is thirteen. The word 'strength' does not mean 'actual presence' or 'current membership.' Actual presence is addressed by the quorum rule itself, not by the word 'strength.'

¶490

12.38. The qualifying phrase 'as specified in the byelaws.' This is the most significant element of the provision. The rule-maker has deliberately anchored the computation of quorum to the strength 'as specified in the bye-laws.' The byelaws are a document. A document specifies a fixed number. Bye-laws do not say 'the Board shall consist of as many members as may be elected from time to time.' Bye-lawssay 'the Board shall consist of thirteen members.' This is the number 'specified' in the bye-laws. The qualification 'as specified in the bye-laws' makes it unmistakably clear that the computation is to be made from the bye-law

¶491

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text, not from a count of how many election results have been declared on a given date.

¶495

12.39. The mandatory nature: 'shall form the quorum.' The use of 'shall' makes the quorum requirement mandatory. The quorum is computed by a mathematical formula: number next to fifty per cent of strength as specified in bye-laws. In the present case: strength as specified in bye-laws = 13; fifty per cent of 13 = 6.5; number next to 6.5 = 7. Therefore, quorum = 7. This is a fixed number. It does not change unless the bye-laws are amended to change the prescribed composition of the Board.

¶496

12.40. The consequence: 'If there is no quorum at the time of transacting any business in any meeting of the board, no such business shall be transacted.' This consequence applies whenever the quorum is absent. There is no exception carved out for situations where the Board is not at full complement due to vacancies.

¶497

12.41. The petitioners' argument is that 'strength of the board as specified in the bye-laws' means 'number of directors actually elected.' With

¶498

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respect, this interpretation does not accord with the plain text of Rule 14-AK(4). If the rule intended to base the quorum on the number of directors actually elected, it would have said so in clear terms. A provision reading 'the number next to fifty per cent of the number of directors actually elected shall form the quorum' would have conveyed that meaning. The rule-maker instead chose the phrase 'strength as specified in the bye-laws,' which points to a specific document (the bye-laws) for a specific datum (the prescribed composition). This is a reference to a fixed number, not to a fluctuating count.

¶502

12.42. It is a well-established principle of statutory interpretation that words used in a statute or statutory rule must be given their natural and ordinary meaning, and no word is to be treated as surplusage or redundant. The words 'as specified in the bye-laws' would become surplusage or meaningless if the rule were to be interpreted as referring to the number of directors actually elected. The number of directors actually elected is not something 'specified in the bye-laws' it is a fact that varies

¶503

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from election to election. The bye-laws specify the composition, not the election results.

¶507

12.43. The learned Senior Counsel for the petitioners placed significant reliance on Section 29-A(2) of the Act of 1959. This Court has carefully considered this submission and finds that the reliance on Section 29-A(2) for the purpose of recomputing the quorum under Rule 14-AK(4) is misplaced. Section 29-A and Rule 14-AK(4) operate in entirely different fields of the law. They address different questions and must not be equated or combined.

¶508

12.44. Section 29-A deals with 'commencement of term of office' and the 'deemed constitution' of the Board. It answers the question: when does the Board as an institution come into legal existence and commence its term? The answer given by Section 29-A(2) is: when the majority of elected members are available to function. This is the threshold for the Board to be treated as a functioning, constituted body. Once this threshold is crossed, the Board is deemed constituted and competent to exercise all its powers.

¶509

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12.45. Rule 14-AK(4) deals with an entirely different question: how many members of the Board must be present at any given meeting before the Board can transact business? This is the question of quorum. The quorum for a meeting is not the same as the threshold for the Board to be constituted. A Board may be constituted and yet lack quorum for a particular meeting if an insufficient number of directors turn up.

¶513

12.46. In other words: Section 29-A(2) determines whether the Board exists as a body. Rule 14AK(4) determines whether a meeting of the Board can proceed. These are two distinct requirementsand satisfying one does not automatically satisfy the other. This Court rejects the petitioners' submission that Section 29-A(2)'s concept of 'majority of elected members' should be read into Rule 14-AK(4)'s quorum formula. The two provisions use different language, serve different purposes, and operate at different stages of the functioning of a co-operative society.

¶514

12.47. Furthermore, the 'notwithstanding' clause in Section 29-A(2) overrides other provisions 'for

¶515

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the purposes of' deemed constitution. It cannot be stretched to override the quorum requirement under Rule 14-AK(4) for the entirely different purpose of enabling business to be transacted at a meeting. The 'notwithstanding' clause must be read in context and confined to its operative purpose. This principle of contextual reading of 'notwithstanding' clauses is well-established in jurisprudence on statutory interpretation.

¶518

12.48. The decision in Sharanabasappa is directly on point. In that case, the Hon'ble Court read Rule 14-AK(4) of the Rules of 1960 in conjunction with Section 28-A(2) of the Act of 1959 and held that the 'strength stipulated under Subrule (4) of Rule 14-AK' refers to the composition prescribed under Section 28-A(2) and the bye-laws. The Court held that casual vacancies, vacancies arising during the course of the Board's term, do not alter this prescribed strength.

¶519

12.49. The principle from Sharanabasappa can be stated as follows: the strength of the Board for the purpose of Rule 14-AK(4) is the

¶520

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prescribed/sanctioned strength as determined by the bye-laws read with Section 28-A(2), and this strength is not reduced by the mere circumstance of vacancies subsisting in the Board.

¶523

12.50. The petitioners have argued that Sharanabasappa dealt with 'casual vacancies' (vacancies arising mid-term due to resignation, death, or disqualification of sitting directors) whereas in the present case, the vacancies arose at the initial stage because no candidates from reserved categories contested the election. This Court is of the opinion that this distinction does not materially affect the principle. The prescribed strength of the Board (thirteen) is fixed by the bye-laws. Whether seats are vacant at the beginning (because no candidates contested) or in the middle (because of resignation etc.), the bye-laws still specify thirteen as the strength. The strength 'as specified in the bye-laws' does not change with the circumstances of the vacancy.

¶524

12.51. Indeed, the present case involves initial vacancies which, if anything, are structurally

¶525

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more similar to the 'notional' vacancies contemplated by the prescribed composition than casual vacancies are. The bye-laws say thirteen; if only ten are elected, the bye-laws still say thirteen. The prescribed strength under the bye-laws remains thirteen regardless of the election results.

¶529

12.52. The decision inBasavanna H.M. construes Rule 14-AK(4) and confirms that: (a) the quorum is the number next to fifty per cent of the 'strength of the board as specified in the byelaws'; (b) this quorum must be present at the precise point of time when business is sought to be transacted. In Basavanna H.M., the Hon'ble Co-ordinate Bench treated the quorum as a fixed number derived from the bye-lawspecified strength and held that it must be satisfied at the time of each transaction of business.

¶530

12.53. The decision of the Co-ordinate Bench is binding on this Court. The Co-ordinate Bench in Basavanna H.M. treated the quorum as a number derived from the bye-law-prescribed strength without any suggestion that it might

¶531

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vary with the number of directors actually elected. This Court adopts the same understanding of Rule 14-AK(4).

¶535

12.54. The learned Senior Counsel for the petitioners argued that Rule 14-AG(6-A) does not use the phrase 'as specified in the bye-laws' and therefore the quorum for the office-bearers' election meeting may be based on elected strength. This Court does not accept this argument. The Karnataka Co-operative Societies Rules, 1960 form a cohesive body of delegated legislation. Terms used in these Rules must carry a consistent meaning throughout the Rules, unless the context clearly indicates otherwise.

¶536

12.55. 'Strength of the board' in Rule 14-AG(6-A) must mean the same thing as 'strength of the board as specified in the bye-laws' in Rule 14AK(4), because both Rules are part of the same framework governing co-operative society elections. Rule 14-AK(5) itself specifically provides that the provisions of Rule 14-AJ apply mutatis mutandis to Board meetings, indicating the interconnected nature of these rules. There

¶537

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is no textual or contextual basis for giving 'strength of the board' a different, narrower meaning in Rule 14-AG(6-A) than it carries in Rule 14-AK(4).

¶541

12.56. Furthermore, if 'strength of the board' in Rule 14-AG(6-A) were to mean only the number of elected directors, it would make the quorum for the most important meeting (election of officebearers) more flexible and easier to satisfy than the quorum for ordinary Board meetings. This cannot be the legislative intent. The election of office-bearers is a foundational act for the entire management structure of the cooperative society. It deserves at least as high a threshold as ordinary Board meetings, not a lower one.

¶542

12.57. The learned Senior Counsel for the petitioners also relied on the proviso to Section 28-A(4-A), which excludes professional and functional directors from quorum computation. He argued that this shows that only actual directors (elected) count for quorum, and vacant seats do not. However, this argument proceeds from a misconception. The proviso to Section 28-

¶543

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A(4-A) excludes certain categories of persons who are members of the Board (co-opted directors) from quorum computation. This is a specific exclusion for a specific category of Board members. Vacant seats do not have occupants at all; there is no person to be included or excluded. The proviso to Section 28-A(4-A) does not address the situation of vacancies; it addresses a specific category of existing Board members. The two situations are not analogous and no inference can be drawn from the proviso to support the petitioners' case.

¶546

12.58. In the present case, the bye-laws of respondent No.3-Society specify the strength of the Board as thirteen (13). This is the 'strength of the board as specified in the bye-laws' for the purposes of Rule 14-AK(4) and Rule 14-AG(6A).

¶547

12.59. Quorum = number next to fifty per cent of thirteen. 4.26 Fifty per cent of thirteen = 6.5. 4.27 The number next to 6.5 = 7.Therefore, the quorum for meetings of the Board of respondent No.3-Society is seven (7) directors.

¶548

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12.60. This quorum of seven (7) does not change merely because only ten (10) directors were elected to the Board and three (3) seats remained vacant. The quorum is derived from the strength as specified in the bye-laws, and the bye-laws specify thirteen (13). Until the bye-laws are amended, the quorum remains seven (7).

¶552

12.61. For the foregoing reasons, I answer Point No. (i) by holding that the quorum required under Rule 14-AK(4) of the Karnataka Co-operative Societies Rules, 1960 for a meeting of the Board of a Co-operative Society is to be computed with reference to the sanctioned strength of the Board as provided under the Act, Rules and bye-laws, and NOT with reference to the number of directors actually elected to the Board. The expression 'strength of the board as specified in the bye-laws' in Rule 14-AK(4) means the prescribed/sanctioned composition of the Board as specified in the bye-laws of the society, which in the present case is thirteen (13). The quorum for meetings of the Board of respondent No.3-Society is seven (7).

¶553

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¶556

Answer to Point No. (ii): Whether the Board of Directors of respondent No.3-Society could be treated as duly constituted under Section 29-A of the Karnataka Co-operative Societies Act, 1959 when only ten (10) directors were elected against the sanctioned strength of thirteen (13)?

¶557

13.1. Sri. M.R. Rajagopal, learned Senior Counsel for the petitioners, advanced the following submissions on Point (ii):

¶558

13.2. He submitted that the answer to this Point is clearly in favour of the petitioners, as it flows directly from Section 29-A(2) of the Act of 1959. He referred to the provision once more:

¶559

"(2) Notwithstanding anything contained in this Act or the rules or the bye-laws of a co-operative society, the board shall be deemed to be duly constituted when the majority of the elected members of the board are available to function as members of the board after the election."

¶560

13.3. On 11.02.2024, ten directors had been elected. Six directors were present. The majority of ten elected directors is six (since fifty per cent of ten is five, and the majority means more than fifty per cent, i.e., six or more). Therefore, six directors being present and available to function satisfies the condition in Section 29-

¶561

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A(2). The Board of respondent No.3-Society was therefore deemed to be duly constituted.

¶565

13.4. Section 29-A(3) provides that 'The board deemed to be constituted under sub-section (2) shall be competent to exercise all the powers and perform all the functions of the board of the co-operative society.' This means that the Board, once deemed constituted, has full competence - it is not a partial or limited Board. It is the Board in its full legal sense, with all the powers of a Board.

¶566

13.5. The expression 'the majority of the elected members of the board are available to function' in Section 29-A(2) is the only threshold that needs to be satisfied for deemed constitution. It does not say 'the majority of the sanctioned strength' or 'more than fifty per cent of thirteen.' It uses the concept of 'elected members' - those who have been duly elected to the Board. In the present case, those elected members number ten, and six of them were present.

¶567

13.6. He submitted that this finding that the Board was deemed constituted is a precondition for

¶568

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¶571

the entire subsequent analysis. If the Board is not even constituted, the Returning Officer would have no mandate to conduct elections. But since the Board was duly constituted, the Returning Officer's mandate was activated, and he ought to have proceeded.

¶572

13.7. Sri. Yogesh D. Naik, learned AGA, submitted that while he does not contest the proposition that Section 29-A(2) provides for deemed constitution, the deemed constitution of the Board is a separate and distinct question from the quorum for meetings. Even if the Board is deemed constituted, it must still satisfy the quorum requirement under Rule 14-AK(4) before it can transact business. These are two independent requirements.

¶573

13.8. The question of whether the Board is 'constituted' is the threshold question for its very existence as an entity. The question of 'quorum' is the threshold for it to transact business at any particular meeting. Both requirements must be independently satisfied. The deemed constitution of the Board does not waive or modify the quorum requirement.

¶574

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¶577

13.9. Even accepting for the sake of argument that the Board was deemed constituted under Section 29-A(2), the quorum of seven (7) for the meeting was not satisfied, since only six (6) directors were present. Therefore, the election of office-bearers could not proceed.

¶578

13.10. Sri. A. Devaraj, learned counsel for respondents No.4 and No.5, adopted a similar position and submitted that the question of deemed constitution under Section 29-A does not affect the quorum requirement for meetings, which is an independent statutory mandate.

¶579

13.11. I have heard all the counsels on this aspect. Section 29-A(1) provides that the term of office of Board members shall commence on the date on which the majority of elected members assume office or the term of the outgoing Board expires, whichever is later. Section 29A(2), with its 'notwithstanding' clause, provides that the Board shall be 'deemed to be duly constituted' when the majority of elected members 'are available to function' as Board members after the election. Section 29-A(3)

¶580

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¶581

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¶582

vests full competence in the deemedconstituted Board.

¶583

13.12. For Section 29-A(2) to be triggered, two conditions must be met: (a) there must be elected members of the Board; and (b) the majority of those elected members must be available to function.

¶584

13.13. In the present case:

¶585

13.13.1. Ten directors were duly elected in the elections held on 28.01.2024, the result of which was declared by notification dated 22.01.2024. These ten persons are the 'elected members of the board.'

¶586

13.13.2. On 11.02.2024, six out of these ten directors were present at the meeting convened by the Returning Officer. Six out of ten = sixty per cent. Majority of ten = more than five, i.e., six or more. Six directors being present satisfies the requirement of 'majority of elected members being available to function.'

¶587

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¶590

13.14. Therefore, as on the date of the first meeting (11.02.2024), the conditions for deemed constitution under Section 29-A(2) were satisfied. The Board of respondent No.3-Society stands deemed to have been duly constituted.

¶591

13.15. Section 29-A(3) further provides that such a deemed-constituted Board is competent to exercise all the powers and perform all the functions of the Board. This means the deemed-constituted Board is not a diminished or limited entity. It has the full powers of the Board, including the power to elect officebearers.

¶592

13.16. This Court agrees with the submission of the learned AGA that deemed constitution and quorum are two distinct requirements. Section 29-A(2) determines whether the Board, as an institution, exists and is competent to function. Rule 14-AK(4) determines whether, at any particular meeting, enough members are present for business to be transacted. A Board can be constituted (Section 29-A) and yet lack quorum at a particular meeting (Rule 14-

¶593

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¶596

AK(4)). Satisfying Section 29-A does not automatically satisfy Rule 14-AK(4).

¶597

13.17. In the present case, the Board was duly constituted under Section 29-A (six out of ten elected members were present). However, as has been found under Point (i), the quorum for meetings is seven (based on the sanctioned strength of thirteen). Since only six directors were present, the quorum was not met. The deemed constitution of the Board does not override or supersede the quorum requirement.

¶598

13.18. For the foregoing reasons, I answer point No. (ii) by holding that the Board of Directors of respondent No.3-Society is to be treated as duly constituted under Section 29-A of the Karnataka Co-operative Societies Act, 1959, even though only ten (10) directors were elected against the sanctioned strength of thirteen (13). This is because on the date of the first meeting (11.02.2024), six (06) out of the ten (10) elected directors were present, which satisfies the requirement under Section 29-A(2) that 'the majority of the elected members of the board are available to function.' The Board

¶599

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¶602

is therefore deemed to be duly constituted under Section 29-A(2) and is competent under Section 29-A(3) to exercise all powers and perform all functions of the Board. However, this deemed constitution does not satisfy or modify the independent quorum requirement under Rule 14-AK(4), which is dealt with under Points (i), (iii) and (iv).

¶603

Answer to Point No. (iii): Whether the presence of six (06) elected directors in the meeting convened on 11.02.2024 and the adjourned meeting held on 18.02.2024 satisfied the quorum requirement for conducting the election of office-bearers of respondent No.3Society?

¶604

14.1. Sri. M.R. Rajagopal, learned Senior Counsel for the petitioners, submitted that six (06) directors were present on both 11.02.2024 and 18.02.2024. He reiterated that the quorum is to be calculated on the basis of the number of directors actually elected (ten), not the sanctioned strength (thirteen). On that basis, he submitted: fifty per cent of ten = five; number next to five = six. Six directors being present therefore satisfies the quorum of six required under Rule 14-AK(4) and Rule 14AG(6-A).

¶605

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¶608

14.2. This computation is reinforced by Section 29A(2), which treats the Board as deemed constituted when the majority of elected members (six out of ten) are available to function. The presence of the same six directors who constitute the majority of the elected Board also satisfies the quorum requirement.

¶609

14.3. He therefore submitted that the presence of six directors at both meetings fully satisfied the quorum requirement for conducting the election of office-bearers, and the Returning Officer was in error in treating the quorum as unsatisfied.

¶610

14.4. Sri. Yogesh D. Naik, learned AGA, submitted that the quorum is seven (7), being the number next to fifty per cent of the sanctioned strength of thirteen. On both dates, only six (06) directors were present. Six is one short of the required quorum of seven. The quorum was therefore not satisfied on either date.

¶611

14.5. He relied on the factual position which acknowledge that six directors were present and four were absent on both dates. The factual position is not in dispute; the dispute is

¶612

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¶615

only about the legal consequence of six directors being present.

¶616

14.6. He submitted that on the correct legal position - quorum = seven - the presence of only six directors does not satisfy the quorum requirement. The election of office-bearers could not legally be conducted.

¶617

14.7. Sri. A. Devaraj, learned counsel for respondents No.4 and No.5, adopted the same position and submitted that six directors present does not satisfy the required quorum of seven.

¶618

14.8. Under Point (i), this Court has held that the quorum for meetings of the Board of respondent No.3-Society is seven (7), calculated on the basis of the sanctioned strength of thirteen (13) as specified in the bye-laws. Under Point (ii), this Court has held that the Board was deemed constituted under Section 29-A(2) since the majority of the ten elected members (six) were available to function.

¶619

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¶622

14.9. The question under Point (iii) is whether the presence of six directors on 11.02.2024 and 18.02.2024 satisfied the quorum requirement for conducting the election of office-bearers.

¶623

14.10. The quorum required is seven (7). On both dates, six (06) directors were present. Six (6) is one short of seven (7). The quorum was not satisfied on either date.

¶624

14.11. The fact that the Board was deemed constituted under Section 29-A(2) does not change this analysis. As this Court has explained under Point (ii), deemed constitution and quorum for meetings are two distinct requirements. The satisfaction of the Section 29-A(2) threshold (majority of elected members = six present) does not override or substitute for the Rule 14-AK(4) quorum (seven required). The two requirements are independent and must both be satisfied.

¶625

14.12. It is noted that the specific provision governing the meeting for election of office-bearers is Rule 14-AG(6-A), which provides: 'The quorum for a meeting of the board convened under sub-rule (6) shall be fixed at the number next

¶626

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¶629

to fifty per cent of the strength of the board.' As this Court has held under Point (i), 'strength of the board' in this provision also refers to the sanctioned strength (13), and the quorum for the meeting for election of office-bearers is also seven (7). Six directors present does not satisfy this requirement either.

¶630

14.13. Therefore, on both occasions (11.02.2024 and 18.02.2024), the quorum requirement under Rule 14-AK(4) and Rule 14-AG(6-A) was not satisfied.

¶631

14.14. For the foregoing reasons I answer Point No. (iii) by holding that the presence of six (06) elected directors in the meeting convened on 11.02.2024 and the adjourned meeting held on 18.02.2024 did NOT satisfy the quorum requirement for conducting the election of office-bearers of respondent No.3-Society. The quorum required under Rule 14-AK(4) and Rule 14-AG(6-A) was seven (07), derived from the sanctioned strength of thirteen (13) specified in the bye-laws. The presence of only six (06) directors fell short of the required quorum by one. Therefore, the quorum requirement was

¶632

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not satisfied on either date, and the election of office-bearers could not legally proceed.

¶636

Answer to Point No.(iv): Whether the Returning Officer was justified in adjourning and subsequently abandoning the meeting on the ground that the quorum requirement was not satisfied?

¶637

15.1. Sri. M.R. Rajagopal, learned Senior Counsel for the petitioners, submitted as that the Returning Officer acted contrary to law on both occasions. On 11.02.2024, the Returning Officer adjourned the meeting on the erroneous ground that quorum was not present. He submitted that since the quorum ought to have been calculated on the basis of elected strength (ten), the presence of six directors satisfied the quorum of six (number next to fifty per cent of ten). The Returning Officer should not have adjourned.

¶638

15.2. Even more egregious was the action of the Returning Officer on 18.02.2024, when he treated the adjourned meeting as 'closed' on the same ground of lack of quorum. He submitted that 'abandoning' or 'closing' a meeting constituted for the specific statutory purpose of electing office-bearers, without

¶639

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conducting the election, was a serious dereliction of the Returning Officer's statutory duty under Section 29-F(5) of the Act and Rule 14-AG(3) of the Rules of 1960.

¶643

15.3. The consequence of the Returning Officer's action has been to leave respondent No.3Society without any office-bearers, which has adversely affected its functioning. The society's members are unable to access the management of the society's affairs. This was the direct and foreseeable consequence of the Returning Officer's refusal to proceed with the election.

¶644

15.4. The statutory duty to conduct the election of office-bearers cast upon the Returning Officer and the CEC under Rule 14-AG and Section 29F(5) is mandatory and cannot be defeated by an erroneous computation of quorum.

¶645

15.5. Sri. Yogesh D. Naik, learned AGA, submitted that the Returning Officer acted strictly in accordance with Rule 14-AK(4) and Rule 14AG(6-A) on both occasions. Rule 14-AK(4) is clear: 'If there is no quorum at the time of transacting any business in any meeting of the

¶646

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board, no such business shall be transacted.' The quorum of seven was not present on either date. The Returning Officer could not have proceeded to conduct the election.

¶650

15.6. He relied on the decision inBasavanna H.M., which affirms that the quorum must be present at the time of transacting business. Absent quorum, no business can be transacted. This is a mandatory prohibition.

¶651

15.7. The Returning Officer's action on 11.02.2024 (adjournment for want of quorum) was proper. On 18.02.2024 (treating as closed for want of quorum), the Returning Officer again acted appropriately, since the quorum was again not present. He could not conduct the election without the required quorum.

¶652

15.8. The six directors who were present, by their refusal to secure the presence of the remaining four directors or atleast one other director, effectively brought about this situation. The Returning Officer cannot be faulted for following the law. The responsibility for the deadlock lies elsewhere.

¶653

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15.9. Sri. A. Devaraj, learned counsel for respondents No.4 and No.5, submitted that the Returning Officer's actions on both dates were in accordance with the statutory requirements. The Returning Officer acted within his authority and in compliance with the applicable Rules.

¶657

15.10. On 11.02.2024, the Returning Officer found that only six (06) directors had presented themselves for the meeting convened for election of office-bearers, while four (04) remained absent. As this Court has held, the quorum under Rule 14-AK(4) and Rule 14AG(6-A) was seven (7). With only six directors present, the quorum was not satisfied.

¶658

15.11. Rule 14-AK(4) provides that 'If there is no quorum at the time of transacting any business in any meeting of the board, no such business shall be transacted.' Conducting the election of office-bearers is clearly 'business' of the Board meeting. In the absence of the requisite quorum, no such business can be transacted.

¶659

15.12. The decision of the Co-ordinate Bench in Basavanna H.M. is directly applicable. That decision holds: 'It is clear that the quorum is at

¶660

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the relevant point of time of transacting of any business. The holding of the election if is construed to be transaction of business at the time of election of the President, the quorum should have been fulfilled.' The same principle applies here. The holding of the election of office-bearers is a transaction of business, and the quorum must be fulfilled at that time.

¶664

15.13. The Returning Officer's action on 11.02.2024 in adjourning the meeting for want of quorum was therefore fully justified and in accordance with the law. The Returning Officer had no option but to adjourn, since proceeding in the absence of the required quorum would have been contrary to the express mandate of Rule 14AK(4).

¶665

15.14. On 18.02.2024, the adjourned meeting was convened. Again, only six (06) directors were present and four (04) were absent. The Returning Officer again found that the quorum was not satisfied and treated the meeting as closed.

¶666

15.15. The failure of quorum on the adjourned meeting date meant that, once again, the

¶667

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election of office-bearers could not be conducted. The Returning Officer's finding that quorum was absent was correct.

¶671

15.16. However, there is a broader question: was it appropriate for the Returning Officer to 'abandon' or 'close' the meeting permanently, thereby bringing the entire election process to an end? Rule 14-AG provides the Returning Officer with a specific mandate to conduct the election of office-bearers. This is a mandatory duty cast upon him by the statute (Section 29F(5) of the Act of 1959 and Rule 14-AG(3) of the Rules of 1960). The Returning Officer is not merely a passive presiding officer; he has a statutory duty to enable the election to happen.

¶672

15.17. Rule 14-AG does not expressly provide for what happens if the quorum is not satisfied at either the first meeting or the adjourned meeting for election of office-bearers. In such a situation, the Returning Officer ought to have reported the matter to the Co-operative Election Commission (CEC) and the Registrar for further directions, rather than simply treating the matter as closed. The permanent closure of the

¶673

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election process without any report to the higher authority is a consequence that the statute does not contemplate and which adversely affects the functioning of the cooperative society.

¶677

15.18. While the Returning Officer's substantive finding (that quorum was absent on 18.02.2024) was correct, the consequential action of permanently abandoning the election process was not the most appropriate course of action available to him. The appropriate course would have been to report the matter to the CEC for further directions, enabling the CEC to take such steps as are available under the Act and Rules to address the deadlock, including by taking steps to fill the vacant reserved seats or by appointing an administrator in accordance with Section 28-A(5) of the Act of 1959.

¶678

15.19. The failure of the election process is directly related to the circumstance that three reserved seats could not be filled at the initial election because no candidates from the reserved categories contested. This situation was beyond the control of the Returning Officer. However, it

¶679

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was incumbent upon the Returning Officer and the CEC to take positive steps to address the deadlock and ensure that the society is not left rudderless.

¶683

15.20. For the foregoing reasons I answer Point No. (iv) by holding that the Returning Officer was JUSTIFIED in adjourning the meeting on 11.02.2024 on the ground that the quorum requirement was not satisfied, since only six (06) directors were present against the required quorum of seven (07). The Returning Officer was also JUSTIFIED in not conducting the election of office-bearers on 18.02.2024 when, again, only six directors were present against the required quorum of seven. However, the action of the Returning Officer in treating the meeting as permanently closed or abandoned, without reporting the matter to the Co-operative Election Commission or the Registrar for further directions, was not the most appropriate course available to him. While the Returning Officer did not act erroneously in declining to conduct the election without quorum, the consequential abandonment of the election process without any further action has

¶684

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led to an administrative deadlock which the appropriate authorities are required to address.

¶688

Answer to Point No. (v): Whether the petitioners are entitled to the reliefs sought for in the present writ petition, including the declaration that quorum is to be calculated on the basis of the number of elected directors and a direction to proceed with the election of office-bearers?

¶689

16.1. Sri. M.R. Rajagopal, learned Senior Counsel for the petitioners, submitted that the petitioners are entitled to all the reliefs sought for. He reiterated that the quorum ought to be calculated on the elected strength (ten), making the quorum six. Six directors were present at both meetings. Therefore, the meetings were validly constituted and the Returning Officer ought to have proceeded with the election.

¶690

16.2. The proceedings of the Returning Officer dated 11.02.2024 and 18.02.2024 (Annexures-C and D) are liable to be quashed, as they were based on an erroneous computation of quorum.

¶691

16.3. Appropriate directions ought to be issued directing the Returning Officer to hold the election of office-bearers from among the ten

¶692

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elected directors, treating the six who were present as having constituted the required quorum.

¶696

16.4. The non-functioning of the Board and the absence of office-bearers has caused considerable prejudice to the petitioners and to the members and activities of respondent No.3Society. The writ jurisdiction of this Court ought to be exercised to remedy this situation.

¶697

16.5. Sri. Yogesh D. Naik, learned AGA, submitted that the petitioners are not entitled to the reliefs sought for. The quorum is correctly calculated on the sanctioned strength of thirteen, making the quorum seven. Six directors present does not satisfy this requirement. The Returning Officer acted correctly. The writ petition is liable to be dismissed.

¶698

16.6. The declaration sought by the petitioners, that quorum is to be calculated on the basis of elected directors, is contrary to the statutory provisions and the interpretation placed upon them by the Co-ordinate Bench decisions cited, and cannot be granted.

¶699

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¶702

16.7. The quashing of the proceedings of the Returning Officer is also not warranted, as those proceedings were consistent with the law. The Returning Officer acted in good faith and in accordance with his understanding of the applicable rules.

¶703

16.8. Sri. A. Devaraj, learned counsel for respondents No.4 and No.5, supported the position of the learned AGA and submitted that no relief ought to be granted to the petitioners.

¶704

16.9. The petitioners seek the following reliefs (which have been enumerated in paragraph 1 of this judgment): (i) a declaration that quorum under Rule 14-AK(4) is to be interpreted as being based on the elected strength; (ii) quashing of the Returning Officer's proceedings dated 11.02.2024 and 18.02.2024; (iii) a direction to the Returning Officer to declare that quorum was present on 11.02.2024 and to proceed with the election of office-bearers; and (iv) and (v) any appropriate order. This Court examines each of these reliefs in turn.

¶705

16.10. This Court has, in its consideration of Point (i), held that the quorum under Rule 14-AK(4) is to

¶706

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be computed with reference to the sanctioned strength of the Board as specified in the byelaws, which is thirteen (13), and not with reference to the number of directors actually elected (ten). The quorum is therefore seven (07), not six (06).

¶710

16.11. Accordingly, the declaration sought by the petitioners, that quorum is to be calculated on the basis of elected directors, is contrary to the law and cannot be granted.

¶711

16.12. The proceedings of the Returning Officer dated 11.02.2024 (adjournment for want of quorum) and 18.02.2024 (treating the meeting as closed for want of quorum) were based on a correct computation of quorum. The quorum of seven (07) was not satisfied on either date (only six directors were present). The Returning Officer, in not proceeding with the election on both occasions, acted in compliance with Rule 14AK(4) and Rule 14-AG(6-A).

¶712

16.13. No illegality, perversity, or jurisdictional error is made out in the proceedings of the Returning Officer. The proceedings of the Returning

¶713

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Officer cannot be quashed on the ground that he correctly applied the quorum rule.

¶717

16.14. A direction to the Returning Officer to declare that quorum was present on 11.02.2024 (when it was not, on the correct legal position) and to proceed with the election of office-bearers would require this Court to substitute its own view of what the quorum should be for what the statute and rules prescribe. This Court cannot do so. The quorum is a matter of law, it is what the law says it is, not what the petitioners argue it ought to be.Moreover, even if such a direction were issued, it would create a legal fiction that quorum was present on a date when it was not, which would render the election proceedings liable to challenge. Directions to conduct elections in violation of mandatory statutory requirements cannot be issued under writ jurisdiction.

¶718

16.15. However, this does not mean that the Court is indifferent to the predicament of the petitioners and the society. The finding that the specific reliefs sought cannot be granted does not mean the situation must continue indefinitely. This

¶719

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brings the Court to consider what directions, if any, are appropriate in exercise of writ jurisdiction under Articles 226 and 227 of the Constitution of India.

¶723

16.16. The factual situation before the Court is this: Respondent No.3-Society has ten duly elected directors but no office-bearers. Three seats on the Board remain vacant because no candidates from reserved categories contested the election. The quorum for the meeting of the Board for election of office-bearers is seven (07), but only six (06) directors are available and willing to attend. Even if the same ten directors continue for any number of meetings, the quorum will not be satisfied unless at least seven directors attend, and at present only six are doing so.

¶724

16.17. This creates an administrative deadlock that adversely affects the functioning of respondent No.3-Society. The society has no office-bearers to manage its affairs. This is not a situation the legislature could have intended. The Act and the Rules have built-in mechanisms to address such situations:

¶725

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¶728

16.17.1. Section 28-A(5) of the Act of 1959

¶729

provides: 'If the new board is not constituted under section 29A, on the date of expiry of the term of office of the board or if the elections are not held within the time limits specified in Section 39A, the Registrar or any other officer... shall be deemed to have assumed charge as Administrator...'

¶730

16.17.2. While this provision requires further analysis as to whether it is squarely applicable to the present situation (since a Board was indeed constituted under Section 29-A), the principle of administrative continuity it reflects is relevant.

¶731

16.17.3. Section 29-E of the Act of 1959 provides for the filling of casual vacancies. While the three vacancies in the present case arose at the stage of the initial election, the appropriate authority should examine whether steps can be taken under Section 29-E

¶732

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or under any other applicable provision to fill the vacant reserved seats, so that the Board reaches a strength at which the quorum requirement can be satisfied.

¶736

16.17.4. If the reserved category seats cannot be filled under the above provisions within a reasonable time, the matter should be brought to the attention of the Registrar and the CEC for appropriate action, which may include appointment of an administrator if that is the legal consequence under the Act.

¶737

16.18. This Court is of the opinion that respondents No.1 (State of Karnataka), No.4 (State Election Authority/CEC) and No.5 (Deputy Commissioner and District Election Officer) must take prompt and appropriate steps to address this deadlock in accordance with the law. The interest of the members of respondent No.3-Society and the public interest in the proper functioning of co-operative institutions

¶738

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¶741

demands that the situation be resolved without further delay.

¶742

16.19. This Court, while refusing the specific reliefs sought in the writ petition (which are premised on an interpretation of quorum that this Court has found untenable), deems it appropriate to issue a general direction to the appropriate authorities to take steps within the framework of the Act and Rules to address the deadlock.

¶743

16.20. For the foregoing reasons, I answer Point No. (v) by holding that he petitioners are NOT entitled to the specific reliefs sought in the writ petition, namely: (a) the declaration that quorum is to be calculated on the basis of the number of elected directors (which this Court has found to be contrary to law); (b) the quashing of the Returning Officer's proceedings dated 11.02.2024 and 18.02.2024 (which were in accordance with the law); and (c) a direction to the Returning Officer to proceed with the election of office-bearers on the basis that quorum was satisfied on 11.02.2024 (which would require the Court to act contrary to the mandatory quorum requirement).

¶744

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¶745

NC: 2026:KHC:15476 WP No. 5720 of 2024

¶746

HC-KAR

¶747

16.21. However, the Court takes cognizance of the administrative deadlock created by the inability to elect office-bearers and deems it appropriate to issue directions to the appropriate authorities to take steps to address the same within the framework of the Act and Rules.

¶748

17. Answer to Point No.(vi): What Order?

¶749

17.1. In view of the foregoing, I pass the following

¶750

ORDER

¶751

(i) The writ petition is PARTLY ALLOWED

¶752

(ii) Though the reliefs sought for are rejected, however, in exercise of jurisdiction under Articles 226 and 227 of the Constitution of India, and taking note of the administrative deadlock in the functioning of respondent No.3-Society arising from the inability to elect office-bearers, the following directions are issued:

¶753

a. Respondent No.4 (the State Election Authority, by its Commissioner) and respondent No.1 (the State of Karnataka, through the Secretary, Department of Co-operative Societies) are hereby DIRECTED to

¶754

105 -

¶755

NC: 2026:KHC:15476 WP No. 5720 of 2024

¶756

HC-KAR

¶757

b.

¶758

examine, within a period of eight (08) weeks from the date of this order, what steps are available under the Karnataka Co-operative Societies Act, 1959, and the Karnataka Co-operative Societies Rules, 1960, to address the deadlock arising from the three vacant reserved seats in the Board of respondent No.3-Society, including by way of steps to fill the said seats under Section 29-E of the Act or any other applicable provision, or by taking such other steps as may be warranted under the Act and Rules. Upon the taking of such steps and the filling of at least one of the three vacant reserved seats (or upon any other development that enables the quorum of seven (07) directors to be present at a meeting), respondent No.4 shall ensure that a meeting for the election of office-bearers of respondent No.3-Society is convened and conducted at the earliest, in

¶759

106 -

¶760

NC: 2026:KHC:15476 WP No. 5720 of 2024

¶761

HC-KAR

¶762

accordance with Rule 14-AG of the Rules of 1960.

¶763

c. If the vacant reserved seats cannot be filled within the period specified above, respondent No.1 and respondent No.4 shall place a report before the Registrar of Co-operative Societies for appropriate action, including if necessary, action under Section 28-A(5) of the Act of 1959 for appointment of an Administrator, so that the affairs of respondent No.3-Society are managed in accordance with the law and without further disruption to its functioning.

¶764

d.

¶765

Respondent No.3 (Milk Producers Co-operative Society Ltd.) is directed to co-operate with all measures taken by the appropriate authorities under this order.

¶766

Sd/(SURAJ GOVINDARAJ) JUDGE

¶767

List No.: 19 Sl No.: 1

¶768

SR

Doddegowda v. the State of Karnataka

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Doddegowda v. the State of Karnataka

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